Rithm Capital Corp. Chief Legal Officer Philip M. Sivin filed a Form 4 on October 30, 2026, disclosing the acquisition of 2,267 Class B Profits Units of Rithm Capital Management LLC across five separate tranches, all recorded as dividend equivalent rights accrued on previously granted awards in connection with the company's quarterly dividend.

Key Highlights

  • Reporting person: Philip M. Sivin, Chief Legal Officer of Rithm Capital Corp. (NYSE:RITM)
  • Transaction date: October 30, 2026, with five acquisitions each coded "A" (acquired)
  • Units acquired: 162, 648, 299, 299, and 859 Class B Profits Units across five tranches, totaling 2,267 units
  • Price per unit: $0 for all five tranches, as these represent dividend equivalent rights
  • Post-transaction holdings: Beneficial ownership following each tranche reported as 17,365, 25,020, 16,883, 11,539, and 33,159 units, respectively, all held directly
  • Exchange mechanism: Each Class B Profits Unit is exchangeable into one share of Rithm Capital Corp. common stock after vesting conditions and profit allocation requirements are met

Sivin's Five-Tranche Unit Accrual and Vesting Terms at Rithm Capital

According to the filing, all five acquisitions represent dividend equivalent rights accrued on existing Class B Profits Units of Rithm Capital Management LLC (RCM) in connection with Rithm Capital Corp.'s quarterly dividend. The filing states that 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." Rithm Capital Corp. is a real estate and financial services company whose management subsidiary, RCM, issues these profits interest awards as part of its long-term incentive compensation structure.

The five underlying award grants carry distinct vesting schedules. The 162-unit tranche relates to an award originally granted on February 23, 2024, vesting in three equal annual installments on February 23 of 2025, 2026, and 2027. The 648-unit tranche corresponds to a performance-based award tied to annual return on equity for the 2024 and 2025 performance periods; as of January 20, 2026, performance criteria were satisfied for 2 of 3 tranches, with vesting scheduled for February 23, 2027. The 299-unit tranche links to an award granted February 24, 2025, vesting in equal installments on February 24 of 2026, 2027, and 2028.

The remaining two tranches each consist of 299 and 859 units. The 299-unit tranche reflects a performance-based award for the 2025 period, with 1 of 3 tranches satisfying criteria as of January 20, 2026, vesting on February 24, 2028. The 859-unit tranche stems from an award granted February 20, 2026, vesting in equal installments on February 20 of 2027, 2028, and 2029. All tranches require Sivin's continued employment and sufficient profit allocations before units become exchangeable for Rithm Capital Corp. common stock on a one-for-one basis.

What Was Disclosed

Philip M. Sivin, Chief Legal Officer of NYSE:RITM, disclosed the acquisition of 2,267 Class B Profits Units of RCM on October 30, 2026, at $0 per unit, representing dividend equivalent rights accrued on five previously reported underlying award grants with varying vesting schedules through 2029.