Philip Sivin - Apr 26, 2024 Form 4 Insider Report for Rithm Capital Corp. (RITM)

Role: Chief Legal Officer
Signature: /s/ Philip Sivin, as Attorney-in-Fact
Stock symbol: RITM
Transactions as of: Apr 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/30/2024, 04:35 PM
Previous filing: Mar 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RITM	Common Stock	Award	$0	+216	+1.33%	$0.00	16.4K	Apr 26, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RITM	Class B Profits Units of Rithm Capital Management LLC	Award	$0	+325	+2.23%	$0.00	14.9K	Apr 26, 2024	Common Stock	325		Direct	F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Philip Sivin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents dividend equivalent rights accrued on existing time-based restricted stock units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent units will vest on the same schedule and subject to the same terms and conditions as the underlying awards.
F2	Includes 9,927 unvested restricted stock units.
F3	Class B Profits Units of Rithm Capital Management LLC ("RCM") will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis pursuant to the terms and conditions set forth in the Rithm Capital Management LLC Long Term Incentive Plan and the individual award agreement.
F4	Represents dividend equivalent rights accrued on existing Class B Profits Units, the grant of which was previously reported, in connection with the issuer's quarterly dividend. Such dividend equivalent Class B Profits Units will vest on the same schedule and are subject to the same terms and conditions as the underlying awards.
F5	Reflects a profits interest award in the form of Class B Profits Units in RCM granted to the Reporting Person on February 23, 2024, which will vest in three equal annual installments on February 23 of each of 2025, 2026 and 2027, so long as the Reporting Person remains in continued employment with the Issuer. These Class B Profits Units will be exchangeable into shares of Common Stock of the Issuer on a one-for-one basis after they have become vested and a sufficient amount of profits have been allocated to the holder of the Class B Profits Units.
F6	The Reporting Person's Form 4 filing on February 26, 2024 inadvertently understated the number of Class B Profit Units granted to the Reporting Person by 2,920 Class B Profit Units. The total amount reported in Column 9 corrects the balance of the Reporting Person's account.