DEF 14A of Rithm Capital Corp., Apr 9, 2026

DEF 14A of Rithm Capital Corp.

Filed Apr 9, 2026 · FY20250001104659-26-041536

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS The first proposal is to elect two Class I nominees to our Board of Directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. Our Bylaws provide that our Board of Directors shall consist of not less than three and not more than nine directors as the Board of Directors may from time to time determine. The number of directors on the Board of Directors is currently fixed at seven. Our Board of Directors is divided into three classes. The members of each class of directors serve staggered three-year terms. Our current Board of Directors is classified as follows:

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    | Class | Term Expiration | Director | Age | | Class I | 2026 | David Saltzman | 64 | | | | William D. Addas | 66 | | Class II | 2027 | Kevin J. Finnerty | 71 | | | | Michael Nierenberg | 63 | | | | Patrice M. Le Melle | 67 | | Class III | 2028 | Peggy Hwan Hebard | 52 | | | | Ranjit M. Kripalani | 66 |

  3. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    The Board of Directors has unanimously proposed David Saltzman and William D. Addas as nominees for election as Class I directors. Each of the director nominees currently serves on our Board of Directors. If elected at the Annual Meeting, Messrs. Saltzman and Addas will hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all executed proxies we receive with no specifications FOR David Saltzman and William D. Addas. If any of the nominees becomes unable to stand for election as a director, an event that our Board of Directors does not presently expect, the proxy will be voted for a replacement nominee if one is designated by our Board of Directors. Assuming a quorum is present, for the election of the director nominees to our Board of Directors, the affirmative vote by holders of a plurality of the shares of our Common Stock present, in person or represented by proxy, at the Annual Meeting and entitled to vote on the election of directors is sufficient to elect the nominees. Brokers who do not receive instructions are not entitled to vote on the election of directors. A vote “withheld” from a director nominee or a broker non-vote on a director nominee will not affect the outcome of the election of directors. The Board of Directors recommends that you vote FOR the election of Messrs. Saltzman and Addas to serve as our Class I directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

  4. Information Concerning Our Directors, Including the Director Nominees

    Information Concerning Our Directors, Including the Director Nominees Set forth below is certain biographical information for our directors, including the director nominees, as well as the month and year each person was first elected as one of our directors. Each of our directors was selected because of the knowledge, experience, skill, expertise and perspectives the director contributes to the Board of Directors as a whole. Our directors have extensive familiarity with our business and experience from senior positions in large, complex organizations. In these positions, they gained core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management and leadership development. The Nominating and Corporate Governance Committee believes that each of the directors also has key attributes that are important to an effective Board of Directors: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; wide range of perspectives; and the commitment to devote significant time and energy to service on the Board of Directors and its committees.

  5. Information Concerning Our Directors, Including the Director Nominees

    | William D. Addas Director since November 2024 | Mr. Addas has been a member of our Board of Directors since November 2024. Mr. Addas has been a director of BGC Group since July 2023. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984 to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate. Mr. Addas holds a B.A. from Brandeis University and a Juris Doctor from the George Washington University Law School. Mr. Addas’s specialty finance, mortgage company and public company experience led the Board of Directors to conclude that Mr. Addas should serve as a director. | | Kevin J. Finnerty Director since April 2013 | Mr. Finnerty has been a member of our Board of Directors since April 2013. Mr. Finnerty was previously an employee of Mariner Investment Group from 2005 through December 2024. Until December 2024, Mr. Finnerty was also the founding partner of Galton Capital Group, a residential mortgage credit fund manager and a former founder and Managing Partner of Mariner F.I. Capital, an investment company focused on agency-mortgage related strategies. Previously, Mr. Finnerty was a Managing Director at J.P. Morgan Securities Inc., where he headed the Residential Mortgage Securities Department from 1999 to 2005. Prior to joining J.P. Morgan Securities Inc., Mr. Finnerty was a Senior Vice President at Freddie Mac during 1999 and headed the Mortgage-Backed Securities (MBS) Department at Union Bank of Switzerland from 1996 until 1998. Between 1986 and 1996, Mr. Finnerty was with Bear Stearns & Co. Inc., where he was a Senior Managing Director and ultimately headed the MBS Department and served as a member of the board of directors from 1993 until 1996. From August 2005 to May 2019, Mr. Finnerty was a member of the board of Drive Shack Inc. and its Audit |

  6. Information Concerning Our Directors, Including the Director Nominees

    | | Committee, Nominating and Corporate Governance Committee and Compensation Committee. From 2009 to 2017, Mr. Finnerty served two four-year terms on the Board of Trustees at Loyola University Maryland, including his time as Chairman of their endowment Investment Committee. Mr. Finnerty graduated from St. John’s University with a B.S. in Communication Arts and a minor in Economics. Mr. Finnerty’s mortgage-related securities and finance knowledge, expertise and experience led the Board of Directors to conclude that Mr. Finnerty should serve as a director. | | Peggy Hwan Hebard Director since January 2023 | Ms. Hebard has been a member of our Board of Directors since January 2023. Ms. Hebard has served as the Chief Financial Officer and Chief Operating Officer at the Children’s Museum of Manhattan since April 2021. Additionally, from September 2018 through April 2021, Ms. Hebard served as a director of Turning Point Brands (NYSE: TPB), where she served on the Audit and Compensation committees and led a special committee overseeing strategic mergers and acquisitions. Ms. Hebard’s prior work experience included 14 years as a Senior Advisor to the Executive Office and the Director’s Office at The Metropolitan Museum of Art from August 2007 through April 2021. Prior to Ms. Hebard’s role at The Metropolitan Museum of Art, she was a debt ratings analyst at Standard & Poor’s focusing on cruise line and gaming companies, an investment banker at Credit Suisse First Boston focusing on retail and consumer products companies, a consultant at PwC working with companies in the financial services industry and an auditor at Coopers & Lybrand. Ms. Hebard has an M.B.A. from the Yale School of Management, a master’s degree in museum studies from Johns Hopkins and a B.S. from the Wharton School at the University of Pennsylvania. Ms. Hebard holds the CFA and CPA designations. Ms. Hebard’s finance and accounting knowledge and public company and strategic transaction experience led the Board of Directors to conclude that Ms. Hebard should serve as a director. | | Ranjit M. Kripalani Director since November 2024 | Mr. Kripalani has been a member of our Board of Directors since November 2024. From 2017 through 2023, Mr. Kripalani served as a member of the Board of Directors of Griffin Realty Trust, Inc. (NYSE: GRT) and the chair of the Compensation Committee. Additionally, from 2014 through 2023, Mr. Kripalani served as a member of the Board of Directors of Western Asset Management Capital Corp and the chair of the Risk Committee. Mr. Kripalani has also served as a member of the Board of each of Combined Systems Incorporated and DAVI Audio since 2013 and 2019, respectively. From 2009 to 2013, Mr. Kripalani served as the Chief Executive Officer of CRT Capital Group LLC, an institutionally focused broker dealer. Prior to joining CRT Capital Group LLC, Mr. Kripalani worked at Countrywide Capital Markets, Inc. and Countrywide Financial Corporation from 1998 to 2008, where he served in a number of roles, including as President of Capital Markets and Executive Managing Director of Countrywide Financial Corp. and Chief Executive Officer and President of Countrywide Capital Markets from 2000 to 2008. Prior to joining Countrywide, Mr. Kripalani served as Managing Director and Head of Mortgage Trading for Chase Securities, Inc. from 1995 to 1998, and as Managing Director and Head of Mortgage Trading for PaineWebber, Inc. |

  7. Information Concerning Our Directors, Including the Director Nominees

    | | from 1985 to 1995. Mr. Kripalani has a B.A. degree in International Relations from Tufts University and a Graduate Diploma in Business Studies from the London School of Economics. Mr. Kripalani’s extensive public company and mortgage industry experience led our Board of Directors to conclude that Mr. Kripalani should serve as a director. | | Patrice M. Le Melle Director since November 2021 | Ms. Le Melle has been a member of our Board of Directors since November 2021. Ms. Le Melle is currently Associate General Counsel at Columbia University. Ms. Le Melle joined Columbia University in this role in 2008, practicing in the areas of government, general contracts, privacy and data security, sponsored research and real estate. Previously, she served as an Administrative Law Judge for the New York Department of State and as Deputy Secretary of State and Counsel to the Secretary of the State of New York. In these roles, Ms. Le Melle was crucial to providing management and legal advice and services to the Department of State operations. Ms. Le Melle began her career as an Associate in the corporate group at the law firm Richards O’Neil, followed by a position as First Deputy General Counsel of the Off-Track Betting Corporation. Ms. Le Melle obtained her J.D. from Rutgers-Newark Law School where she was an editor of the Rutgers Law Review. Prior to attending law school, she received her B.A. from Yale University. Ms. Le Melle’s government, corporate governance and data & privacy experience led our Board of Directors to conclude that Ms. Le Melle should serve as a director. | | Michael Nierenberg Chairman of the Board since May 2016; Director since November 2013 | Mr. Nierenberg has been a member of our Board of Directors since November 2013 and Chairman of the Board since May 2016. Mr. Nierenberg was appointed as our Chief Executive Officer and President on November 13, 2013. From November 2013 until June 2022, Mr. Nierenberg served as a Managing Director at Fortress (as defined below). Additionally, Mr. Nierenberg has served as a director and the Chief Executive Officer of Rithm Property Trust Inc. (“Rithm Property Trust”), a publicly traded REIT externally managed by an affiliate of Rithm, since June 2024, and he has served as the Chief Executive Officer, Co-Chief Investment Officer and a member of the Board of Trustees of Rithm Perpetual Life Residential Trust (“R-HOME”), a non-traded REIT, since September 2025. From December 2020 until June 2022, Mr. Nierenberg also served as Chief Executive Officer and Chairman of the board of Fortress Capital Acquisition Corp., and, from January 2021 until June 2022, as a member of its Audit and Compensation Committees. Prior to becoming Chief Executive Officer of Rithm Capital, Mr. Nierenberg served as a Managing Director and head of Global Mortgages and Securitized Products at Bank of America Merrill Lynch. Mr. Nierenberg joined Bank of America Merrill Lynch in November 2008 from JP Morgan, where he was head of Global Securitized Products and a member of the management committee of the investment bank. Prior to his tenure at JP Morgan, Mr. Nierenberg held a range of senior leadership positions during his fourteen years with Bear Stearns & Co. Inc., including as Head of Interest Rate and Foreign Exchange Trading Operations, Co-Head of Structured Products and Co-Head of Mortgage-Backed Securities Trading. From 2006 to 2008, he was a member of Bear Stearns’s Board of Directors. Mr. Nierenberg spent seven years at Lehman Brothers prior |

  8. Information Concerning Our Directors, Including the Director Nominees

    | | to joining Bear Stearns and was instrumental in building the company’s adjustable-rate mortgage business. Mr. Nierenberg’s knowledge, skill, expertise and experience as described above led the Board of Directors to conclude that Mr. Nierenberg should serve as a director. | | David Saltzman Director since April 2013 | Mr. Saltzman has been a member of our Board of Directors since April 2013. Mr. Saltzman is a co-founder of The Atria Institute, and was previously a Partner of Two Sigma Investments, where he served from 2017 until 2021. Mr. Saltzman was the Executive Director of The Robin Hood Foundation from 1989 until 2016 and currently serves on its board of directors. Prior to joining Robin Hood, Mr. Saltzman served as the Special Assistant to the President of the Board of Education of the City of New York for three years. Before working at the Board of Education, he ran AIDS education programs for the New York City Department of Health. Mr. Saltzman began his career in public service working with homeless families for the Human Resources Administration of the City of New York, the city’s Department of Social Services. Mr. Saltzman earned a Master’s of Public Policy and Administration from Columbia University and a Bachelor’s degree from Brown University. In 2001, Mr. Saltzman was named as one of Time Magazine’s 100 Innovators. Mr. Saltzman’s knowledge, skill, management expertise and experience as described above led the Board of Directors to conclude that Mr. Saltzman should serve as a director. |

  9. Compensation of Directors

    Compensation of Directors Our independent directors are paid in two principal ways: an annual cash retainer and an annual award of shares of our Common Stock. Our independent directors are paid a total annual fee of $275,000 in two semi-annual installments — (i) $150,000 in shares of our Common Stock issued based on the fair market value of our Common Stock on the date of issuance and granted on the first business day after each annual stockholders’ meeting and (ii) $125,000 of fees paid in December in cash, or, at the election of the relevant director, by issuance of shares of our Common Stock, based on the value of our Common Stock on the date of issuance. In addition, an annual fee of $20,000 is paid to the chairperson of each of the Audit Committee and the Compensation Committee, and an annual fee of $10,000 is paid to the chairperson of each of the Nominating and Corporate Governance Committee and the Regulatory Committee. Such chairperson fees are paid in two semi-annual installments, at the same time as the payments of the directors’ annual fee — (i) half in shares of our Common Stock issued based on the fair market value of our Common Stock on the date of issuance and granted on the first business day after each annual stockholders’ meeting and (ii) half paid in December in cash, or at the election of the relevant director, by issuance of shares of our Common Stock, based on the value of our Common Stock on the date of issuance. We do not separately compensate our affiliated directors. All members of our Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.

  10. Director Compensation Table for 2025

    Director Compensation Table for 2025

  11. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards | Option Awards(2) | Total | | William D. Addas | $125,001 | $150,010 | $— | $275,011 | | Kevin J. Finnerty | $130,000 | $155,008 | $— | $285,008 | | Peggy Hwan Hebard | $135,000 | $160,005 | $— | $295,005 | | Ranjit M. Kripalani | $130,000 | $155,008 | $— | $285,008 | | Patrice M. Le Melle | $125,000 | $150,010 | $— | $275,010 | | David Saltzman | $135,000 | $160,005 | $— | $295,005 |

  12. Director Compensation Table for 2025

    (1) Each director may elect to receive their respective $125,000 of fees paid in cash and the half of their committee chairperson fees paid in cash, as applicable, by issuance of shares of our Common Stock instead. (2) As of December 31, 2025, other than 1,000 options previously awarded and held by Ms. Le Melle, none of our non-employee directors held any option awards or unvested stock awards.

  13. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our Compensation Committee reviews the competitiveness of our executive compensation programs and recent governance trends relating to executive compensation when determining the compensation levels for our named executive officers. To assist the Compensation Committee in this process, our Compensation Committee retained FW Cook as its independent compensation consultant to provide advice on our executive compensation practices. FW Cook does no work for our management team that is not under the Compensation Committee’s purview and provides no other services to us and our affiliates. Representatives of FW Cook attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. During 2025, the Compensation Committee reviewed the independence of FW Cook using assessment criteria under applicable NYSE rules and concluded the retention of FW Cook did not raise any conflicts of interest.

  14. Elements of our Executive Compensation Program

    Elements of our Executive Compensation Program The compensation program for our named executive officers consists of an annual base salary, the ability to earn short-term incentive awards, the ability to earn long-term equity incentive awards based on individual and Company performance and the ability to participate in employee benefit plans and programs at the same level and on the same terms that apply to Rithm Capital Corp.’s employees generally. The following is a detailed description of each material element of our compensation program for our named executive officers for the 2025 fiscal year. Base Salary. Base salary is a fixed component of compensation for each of our named executive officers. The base salaries of our named executive officers are intended to reflect the position, duties and responsibilities of each executive. Pursuant to his Amended Employment Agreement (as defined below), Mr. Nierenberg’s base salary was $1,000,000 for 2025. The 2025 base salaries for Messrs. Santoro and Zeiden were $400,000 and $500,000, respectively, which are in line with other senior employees of our Company and remain unchanged from 2024 base salaries. The base salaries payable to our named executive officers may be adjusted from time to time based on the executive’s performance and other factors as determined by our Compensation Committee. Short-Term Incentive Awards. Our named executive officers are each eligible to receive annual short-term incentive bonus payments from the Company based on annual performance achievements. We consider these short-term incentive bonuses to be “at-risk” compensation. For 2025, Mr. Nierenberg had a target short-term incentive bonus opportunity equal to $4,000,000, pursuant to his Amended Employment Agreement, of which Mr. Nierenberg was eligible to earn from 0% to 200% of his target amount based on performance in three categories: financial, strategic and individual performance: • Financial Category (weighted 60%) — The Compensation Committee selected EAD per diluted share as the financial metric because it is a key metric that allows our investors to readily identify and track the operating performance of the assets that form the core of the Company’s activity, compare the core operating results between periods and value our stock. EAD per diluted share measures our ability to generate income in a manner accretive to stockholders. Target 2025 EAD per diluted share was aligned with the Company’s internal operating plan established as of the first quarter of 2025. The Compensation Committee determined the 2025 Target EAD per diluted share goal was rigorous because it was above 2024 actual EAD per diluted share and would require 10% annual growth in EAD to be achieved. The Compensation Committee established a goal range around target for threshold and maximum payouts; these goals along with actual performance and the corresponding payouts were as follows:

  15. Elements of our Executive Compensation Program

    | | Threshold | Target | Maximum | 2025 Actual | | EAD per Diluted Share | $1.69 | $2.11 | $2.43 | $2.35(a) | | Payout (% of Target) | 25% | 100% | 200% | 176% |

  16. Generated Strong Operating Performance at Genesis Capital and Newrez Franchises

    The time-vesting Class B Profits Units granted to the named executive officers in 2025 vest in three equal installments on the anniversary of the grant date (which is February 24) in each of 2026, 2027 and 2028, generally subject to the executive’s continued employment through the applicable vesting date. The performance-vesting Class B Profits Units granted to the named executive officers may be earned from 0% to 200% of the target number of units (up to 300% for Mr. Nierenberg) based on the achievement of specified annual targets relating to the Company’s EAD ROE (as defined in the applicable award agreements) over a three-year performance period running from January 1, 2025 through December 31, 2027, and generally subject to the executive’s continued employment through the end of the performance period. The Compensation Committee selected this metric as the performance measure because it is a key metric that allows our investors to readily identify and track our profitability and capital efficiency over time. While the long-term equity incentive awards made to the named executive officers that were awarded in February 2025 were related to performance in 2024, the grant date value of those awards has been included in the “Summary Compensation Table for 2025” and the “Grant of Plan Based Awards in 2025” table below in accordance with SEC disclosure rules.

  17. Performance-Based Awards and 2025 Performance Results

    Performance-Based Awards and 2025 Performance Results Performance-based awards granted in 2023, 2024 and 2025 were tied to specified EAD ROE (as defined in the applicable award agreements) performance goals. The Compensation Committee selected this metric as the performance measure because it is a key metric that allows investors to readily assess the Company’s profitability and capital efficiency over time. The use of the term EAD ROE in relation to description of performance-based awards in this Proxy Statement shall refer to such term as defined in the applicable award agreement, which may differ from reported EAD ROE. 2023 PSU Awards. Performance-vesting restricted stock units (“PSUs”) granted in 2023 were subject to a three-year performance period ending December 31, 2025, with vesting based on the achievement of specified targets relating to the Company’s three-year average EAD ROE. The target number of 2023 PSUs granted in 2023 was 459,558 for Mr. Nierenberg and 65,651 for Mr. Santoro, and Messrs. Nierenberg and Santoro were eligible to earn from 0% to 200% of their target amount depending on the level of achievement of the three-year average EAD ROE targets. Based on the level of achievement of the Company’s three-year average EAD ROE over the period from January 1, 2023 to December 31, 2025, 200% of the target awards were earned, and the corresponding number of PSUs were earned in 2025 and vested on the third anniversary of the grant date, February 21, 2026. The threshold, target and maximum three-year EAD ROE goals for the 2023-2025 performance period, along with actual performance and the corresponding payouts were as follows:

  18. Performance-Based Awards and 2025 Performance Results

    | | Threshold | Target | Maximum | 2023 – 2025 Actual | | 3-Year Average Annual EAD ROE | 7% | 9% | 11% or Greater | 21% | | Payout (% of Target) | 25% | 100% | 200% | 200% |

  19. Employment Agreements and Offer Letters with our Named Executive Officers

    Employment Agreements and Offer Letters with our Named Executive Officers Michael Nierenberg. We are party to an employment agreement, dated as of June 17, 2022 (the “Original Employment Agreement”), with Mr. Nierenberg, which was amended by the first amendment to employment agreement, dated as of March, 14, 2024 (as amended, the “Amended Employment Agreement”). Pursuant to the Original Employment Agreement, Mr. Nierenberg received a base salary at the annualized rate of $1,250,000, in addition to specified short- and long-term incentive goals. Pursuant to the Amended Employment Agreement, effective April 1, 2024, Mr. Nierenberg receives a base salary at the annualized rate of $1,000,000 and, beginning in 2024, has an annual short-term incentive amount of $4,000,000, of which he is eligible to earn from 0% to 200% based on various financial, strategic and individual performance metrics determined by our Compensation Committee each year. Further, pursuant to the Amended Employment Agreement, beginning in 2024, Mr. Nierenberg receives annual long-term equity incentive awards having a target grant date value of $12,000,000, of which 75% will be in the form of performance-based equity incentive awards and 25% will be in the form of time-based equity incentive awards. In the event of certain qualifying terminations of employment by the Company or Mr. Nierenberg, he will be eligible to receive (i) cash severance equal to two times the sum of his base salary and target annual bonus, (ii) a prorated target bonus for the year of termination, (iii) 18 months of health insurance premiums and (iv) accelerated vesting of any time-vesting awards that would have become vested during the two-year period following the qualifying termination and continuing eligibility to earn a pro-rata portion (based on the period from the beginning of the performance period through the date that is 24 months following such qualifying termination) of any performance-vesting awards granted to him based on actual performance through the end of the original performance period. If the qualifying termination occurs in the 24-month period following a change in control of the Company, any outstanding time-based awards will become fully vested and Mr. Nierenberg will be eligible to earn (without pro-ration) any performance-vesting awards granted to him based on actual performance through the end of the original performance period. Mr. Nierenberg is required to sign a separation and general release agreement in a form and manner satisfactory to the Company in order to receive these severance payments and benefits. Mr. Nierenberg’s employment agreement further provides that he is subject to certain post-employment non-competition and non-solicitation covenants for a 24-month period following any termination of employment, as well as a covenant not to disclose confidential information. Nicola Santoro, Jr. We are party to an offer letter with Mr. Santoro, dated as of August 1, 2022, pursuant to which he is entitled to receive a base salary at the annualized rate of $300,000. In order to bring Mr. Santoro’s salary in line with other senior employees of the Company, the Compensation Committee adjusted the base salary of Mr. Santoro to $400,000, effective as of January 1, 2024. He is also eligible to receive an annual discretionary short-term incentive award. Mr. Santoro is also subject to a post-employment non-competition covenant for 12 months following his termination of employment as a result of his resignation or a termination by the Company for cause (as defined in the offer letter), certain non-solicitation covenants for 18 months following his termination of employment for any reason and covenants involving confidentiality and proprietary rights. David Zeiden. We are party to an offer letter with Mr. Zeiden, dated as of April 26, 2024, pursuant to which he is entitled to receive a base salary at an annualized rate of $500,000. Additionally, pursuant to such offer letter in 2024, Mr. Zeiden was granted a one-time grant of time-based equity awards equivalent to $409,969. He is also eligible to receive annual discretionary short-term incentive award. Mr. Zeiden is also subject to certain non-solicitation covenants for 18 months following his termination of employment for any reason and covenants involving confidentiality and proprietary rights.

  20. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The Summary Compensation Table that follows provides information regarding the compensation awarded to each of our named executive officers for each of the fiscal years ended December 31, 2025, 2024 and 2023. In accordance with rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  21. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Nierenberg Chairman of the Board of Directors, Chief Executive Officer and President | 2025 | $1,000,000 | $— | $12,000,007 | $7,440,000 | $10,896 | $20,450,903 | | | 2024 | $1,067,235 | $— | $11,999,996 | $8,000,000 | $1,843 | $21,069,074 | | | 2023 | $1,250,000 | $— | $8,749,984 | $10,000,000 | $160,039 | $20,160,023 | | Nicola Santoro, Jr. Chief Financial Officer, Chief Accounting Officer and Treasurer | 2025 | $400,000 | $1,350,000 | $1,050,006 | $— | $10,896 | $2,810,902 | | | 2024 | $400,000 | $1,050,000 | $1,086,617 | $— | $12,111 | $2,548,728 | | | 2023 | $300,000 | $1,100,000 | $1,249,996 | $— | $26,781 | $2,676,777 | | David Zeiden(5)(6) Chief Legal Officer | 2025 | $500,000 | $907,224 | $499,998 | $— | $10,896 | $1,918,118 | | | 2024 | $500,000 | $887,074 | $409,972 | $— | $19,324 | $1,816,370 |

  22. Summary Compensation Table for 2025

    (1) Because the Class B Profits Units granted to our named executive officers in connection with performance for the 2025 fiscal year were granted in February 2026, SEC disclosure rules do not require that they be reflected in the “Summary Compensation Table for 2025” or the “Grants of Plan-Based Awards in 2025” table for the 2025 fiscal year. We describe these grants in “Compensation Discussion and Analysis — Elements of our Executive Compensation Program” of this proxy statement. With respect to each of Messrs. Nierenberg, Santoro and Zeiden, the amounts shown in the “Stock Awards” column for 2025 represent the grant of Class B Profits Units granted in 2025 in connection with performance for the 2024 fiscal year designated as “Share-Settled Awards.” With respect to Mr. Nierenberg, 25% and, with respect to Messrs. Santoro and Zeiden, 50% of such Class B Profits Units were granted in time-vesting Class B Profits Units that vest in three equal installments on the anniversary of the grant date (which is February 24) in each of 2026, 2027 and 2028, generally subject to the executive’s continued employment through the applicable vesting date. With respect to Mr. Nierenberg, 75% and, with respect to Messrs. Santoro and Zeiden, 50% of such Class B Profits Units were granted in performance-vesting Class B Profits Units that are subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2025 through December 31, 2027, and generally subject to the executive’s continued employment through the end of the performance period. For Mr. Nierenberg, the performance-vesting Class B Profits Units may be earned between 0% and 300% of the target value of the award depending on the level of achievement of the EAD ROE targets. For Messrs. Santoro and Zeiden, the performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets. The amounts shown reflect the grant date fair value of awards made during 2025 as determined pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The fair value of the granted awards is determined based on the closing price of the Company’s common stock on the last trading date of prior to the date of the grant of the awards multiplied by the number of Class B Profits Units granted. The amount included with respect to the performance-vesting Class B Profits Units is based on the grant date fair value assuming the target level of performance. The grant date fair value of the maximum number of performance-vesting Class B Profits Units granted in 2025 is (i) $27,000,014 for Mr. Nierenberg, (ii) $1,050,006 for Mr. Santoro and (iii) $499,998 for Mr. Zeiden. For complete valuation assumptions of the awards, see Note 23 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026. As discussed above in the Compensation Discussion and Analysis section of this proxy statement, for 2025, the Non-Equity Incentive Plan compensation for Mr. Nierenberg is based upon a target short-term incentive opportunity equal to $4,000,000, of which he was eligible to earn from 0% to 200%. (4) Each of Messrs. Nierenberg, Santoro and Zeiden received life insurance premiums in the 2025 fiscal year of $396. Each of Messrs. Nierenberg’s, Santoro’s and Zeiden’s other compensation additionally includes Company 401(k) matching of $10,500. (5) Mr. Zeiden was not a named executive officer in 2023. (6) With respect to Mr. Zeiden, the “Bonus” column includes $207,224 of his DCIs that vested in and were paid in 2025 pursuant to the DCI Plan.

  23. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The table below sets forth the plan-based awards granted to our named executive officers in 2025.

  24. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael Nierenberg | February 24, 2025 | — | — | — | — | — | — | 252,313 | 3,000,002 | | | February 24, 2025 | — | — | — | 189,235 | 756,939 | 2,270,817 | — | 9,000,005 | | | February 24, 2025 | 1,000,000 | 4,000,000 | 8,000,000 | — | — | — | — | — | | Nicola Santoro, Jr. | February 24, 2025 | — | — | — | — | — | — | 44,155 | 525,003 | | | February 24, 2025 | — | — | — | 11,039 | 44,155 | 88,310 | — | 525,003 | | David Zeiden | February 24, 2025 | — | — | — | — | — | — | 21,026 | 249,999 | | | February 24, 2025 | — | — | — | 5,257 | 21,026 | 42,052 | — | 249,999 |

  25. Grants of Plan-Based Awards in 2025

    (1) Awards represent performance-vesting Class B Profits Units that are subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2025 through December 31, 2027, and generally subject to the executive’s continued employment through the end of the performance period. With respect to Mr. Nierenberg, the performance-vesting Class B Profits Units may be earned between 0% and 300% of the target value of the award depending on the level of achievement of the EAD ROE targets. With respect to Messrs. Santoro and Zeiden, the performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets. (2) Awards represent time-vesting Class B Profits Units, which, with respect to Messrs. Nierenberg, Santoro and Zeiden vest in three equal installments on the anniversary of the grant date (which is February 24) in each of 2026, 2027 and 2028, generally subject to the executive’s continued employment through the applicable vesting date. (3) The amounts shown reflect the grant date fair value of awards granted during 2025 as determined pursuant to FASB ASC Topic 718. For complete valuation assumptions of the awards, see Note 23 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026. The amount shown with respect to the performance-vesting Class B Profits Units is based on the grant date fair value assuming the target level of performance. Because the Class B Profits Units granted to our named executive officers in connection with performance for the 2025 fiscal year were granted in February 2026, SEC disclosure rules do not require that they be reflected in the “Summary Compensation Table for 2025” or the “Grants of Plan-Based Awards in 2025” table for the 2025 fiscal year. We describe these grants in “Compensation Discussion and Analysis — Elements of our Executive Compensation Program” of this proxy statement.

  26. Outstanding Equity Awards at Fiscal Year-End for 2025

    Outstanding Equity Awards at Fiscal Year-End for 2025 The following table provides information about unvested equity awards held by our named executive officers as of December 31, 2025. None of our named executive officers held any stock options as of December 31, 2025.

  27. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Michael Nierenberg | 682,234 | 7,436,351 | 6,511,868(3) | 70,979,361 | | Nicola Santoro, Jr. | 115,392 | 1,257,773 | 384,006(4) | 4,185,665 | | David Zeiden | 43,462 | 473,736 | 46,375(5) | 597,652(5) |

  28. Outstanding Equity Awards at Fiscal Year-End for 2025

    (1) With respect to Mr. Nierenberg, includes (i) 198,204 unvested time-vesting restricted stock units granted on February 21, 2023 and the related dividend equivalents, which vest on February 21, 2026; (ii) 214,772 unvested time-vesting Class B Profits Units that were granted on March 15, 2024 and the related dividend equivalents, which vest over the remaining term in equal installments on March 15 of each of 2026 and 2027; and (iii) 269,258 unvested time-vesting Class B Profits Units that were granted on February 24, 2025 and the related dividend equivalents, which vest in three equal installments on February 24 of each of 2026, 2027 and 2028. With respect to Mr. Santoro, includes (i) 28,312 unvested time-vesting restricted stock units that were granted on February 21, 2023 and the related dividend equivalents, which vest on February 21, 2026; (ii) 39,961 unvested time-vesting Class B Profits Units that were granted on February 23, 2024 and the related dividend equivalents, which vest over the remaining term in equal installments on February 23 of 2026 and 2027; and (iii) 47,119 unvested time-vesting Class B Profits Units that were granted on February 24, 2025 and the related dividend equivalents, which vest over the term in three equal installments on February 24 of 2026, 2027 and 2028. With respect to Mr. Zeiden, includes (i) 21,025 unvested time-vesting Class B Profits Units that were granted on May 1, 2024 and the related dividend equivalents which vest on January 1, 2026 and (ii) 22,437 unvested time-vesting Class B Profits Units that were granted on February 24, 2025 and the related dividend equivalents, which vest in three equal installments on February 24 of each of 2026, 2027 and 2028. With respect to each of Messrs. Nierenberg, Santoro and Zeiden, the vesting of time-vesting restricted stock units and time-vesting Class B Profits Units are generally subject to such executive’s continued employment through the vesting date. (2) Market value is based on $10.90, which was the closing price of a share of our Common Stock on December 31, 2025, which was the last trading day of the year. Includes (i) 1,189,241 unvested PSUs that were granted on February 21, 2023 and the related dividend equivalents, and vest on the third anniversary of the grant date, which is February 21, 2026, subject to vesting based on the achievement of specified targets relating to the Company’s annual average EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2023 through December 31, 2025; (ii) 2,899,299 unvested performance-vesting Class B Profits Units that were granted on March 15, 2024 and the related dividend equivalents, which vest in three equal installments on the anniversary of the grant date on each of 2025, 2026 and 2027, subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2024 through December 31, 2026; and (iii) 2,423,328 unvested performance-vesting Class B Profits Units that were granted on February 24, 2025 and the related dividend equivalents, which vest in three equal installments on the anniversary of the grant date on each of 2026, 2027 and 2028, subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2025 through December 31, 2027. The PSUs may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets, and the performance-vesting Class B Profits Units may be earned between 0% and 300% of the target value of the award depending on the level of achievement of the EAD ROE targets. The vesting of both the PSUs and the performance-vesting Class B Profits Units are generally subject to the executive’s continued employment through the vesting date. The amount shown with respect to the PSUs and performance-vesting Class B Profits Units is based on the number of shares granted and the market value assuming the maximum level of performance. Includes (i) 169,885 unvested PSUs that were granted on February 21, 2023 and the related dividend equivalents and vest on the third anniversary of the grant date, which is February 21, 2026, subject to vesting based on the achievement of specified targets relating to the Company’s annual average EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2023 through December 31, 2025; (ii) 119,881 unvested performance-vesting Class B Profits Units that were granted on February 23, 2024 and the related dividend equivalents, which vest in three equal installments on the anniversary of the grant date on each of 2025, 2026 and 2027, subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2024 through December 31, 2026; and (iii) 94,240 unvested performance-vesting Class B Profits Units that were granted on February 24, 2025 and the related dividend equivalents, which vest in three equal installments on the anniversary of the grant date on each of 2026, 2027 and 2028, subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2025 through December 31, 2027. The PSUs and the performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets. The vesting of both the PSUs and the performance-vesting Class B Profits Units are generally subject to the executive’s continued employment through the vesting date. The amount shown with respect to the PSUs and performance-vesting Class B Profits Units is based on the number of shares granted and the market value assuming the maximum level of performance. (5)

  29. Outstanding Equity Awards at Fiscal Year-End for 2025

    Includes (i) 1,500 profits units issued on November 17, 2023 pursuant to the Sculptor Capital Management Inc. Long-Term Incentive Plan (“LTIP”) and (ii) 44,875 unvested performance-vesting Class B Profits Units that were granted on February 24, 2025 and the related dividend equivalents, which vest in three equal installments on November 17 each of 2026, 2027 and 2028, subject to vesting based on the achievement of specified targets relating to the Company’s EAD ROE (as defined in the applicable award agreement) over a three-year performance period running from January 1, 2025 through December 31, 2027 and the executive’s continued employment through the vesting date. The LTIP profit units have an end date of December 31, 2028 (“End Date”) through which the LTIP Profit Units will vest subject to a service condition and the achievement of a specified minimum performance internal rate of return (“IRR”) hurdle. The LTIP profit units’ service condition is satisfied in three equal installments on November 17 of each of 2026, 2027 and 2028. Once vested, each LTIP profit unit represents a right to participate in distributions from Sculptor in accordance with a distribution waterfall dependent on the achieved performance IRR and the value realized by the Company in a monetization event or the End Date, whichever is earlier. In case of a monetization event or End Date, the vested awards are settled in cash. Market value for the LTIP profit units is based on a fair value of $72.34 as of December 31, 2025 using the risk-neutral Monte Carlo simulation pricing model. The performance-vesting Class B Profits Units may be earned between 0% and 200% of the target value of the award depending on the level of achievement of the EAD ROE targets. The amount shown with respect to the performance-vesting Class B Profits Units is based on the number of shares granted and the market value assuming the maximum level of performance.

  30. Options Exercised and Stock Vested for 2025

    Options Exercised and Stock Vested for 2025 None of our named executive officers held any stock options relating to our Common Stock in 2025. The following table provides information about the vesting of stock awards during the fiscal year ended December 31, 2025.

  31. Options Exercised and Stock Vested for 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael Nierenberg | 479,021(1) | $5,572,522 | | Nicola Santoro, Jr. | 45,252(2) | $540,434 | | David Zeiden | 19,285(3) | $208,857 |

  32. Options Exercised and Stock Vested for 2025

    Represents (i) 185,731 vested Class B Profits Units, which vested on March 15, 2025, (ii) 100,612 shares settled from restricted stock units, which vested on February 21, 2025, and (iii) 192,678 shares of restricted stock, which vested on June 17, 2025. The value of (i) the Class B Profits Units on vesting is based on $11.65, which was the closing price of a share of our Common Stock on March 14, 2025, which was the last trading day prior to the vesting of the Class B Profits Units; (ii) the restricted stock units on vesting is based on $11.98, which was the closing price of a share of our Common Stock on February 20, 2025, which was the last trading day prior to the vesting of the restricted stock units; and (iii) the restricted stock awards is based on $11.29, which was the closing price of a share of our Common Stock on June 16, 2025, which was the last trading day prior to the vesting of the restricted stock. (2) Represents (i) 18,720 vested Class B Profits Units, which vested on February 23, 2025 and (ii) 26,532 shares settled from restricted stock units, which vested on February 21, 2025. The value of (i) the Class B Profits Units on vesting is based on $11.89, which was the closing price of a share of our Common Stock on February 21, 2025, which was the last trading day prior to the vesting of the Class B Profits Units; and (ii) the restricted stock units on vesting is based on $11.98, which was the closing price of a share of our Common Stock on February 20, 2025, which was the last trading day prior to the vesting of the restricted stock units. (3) Represents the vesting of 19,285 Class B Profits units which vested on January 1, 2025. The value of the Class B Profits Units on vesting is based on $10.83, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day prior to the vesting of the Class B Profits Units.

  33. Pension Benefits for 2025

    Pension Benefits for 2025 We do not maintain any defined benefit pension plans in which any of our named executive officers participate.

  34. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 We do not maintain any nonqualified deferred compensation plans in which any of our named executive officers participate.

  35. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control As described in the section of this Proxy Statement titled “Executive Compensation — Employment Agreements and Offer Letters with our Named Executive Officers,” Mr. Nierenberg is eligible to receive certain payments and benefits in connection with the termination of his employment without cause or his resignation for good reason (each as defined in his employment agreement) outside of the period that is 24 months following a change in control as well as in connection with the termination of his employment without cause or his resignation for good reason during the 24-month period following a change in control. The following tables summarize the potential payments and benefits to which Messrs. Nierenberg, Santoro and Zeiden would be entitled upon the various termination scenarios set forth below assuming the termination occurred on December 31, 2025. Messrs. Santoro and Zeiden were not entitled to receive any cash severance payments or benefits pursuant to each of their respective offer letters in connection with any termination of employment occurring on December 31, 2025.

  36. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the total compensation of our median employee, the annual total compensation of our CEO for the 2025 fiscal year and the ratio of those two values: • The 2025 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $76,203; The 2025 annual total compensation of our CEO, Mr. Nierenberg, calculated in accordance with Item 402(c) of Regulation S-K and as reported in the Summary Compensation Table for 2025 in this Proxy Statement, was $20,450,903; and For 2025, the ratio of the annual total compensation of Mr. Nierenberg to the annual total compensation of our median employee was 268 to 1. This reflects analysis of our global workforce of 7,120 employees as of December 31, 2025, including part-time employees. We did not include independent contractors in our determination. In order to identify our median employee, we reviewed the W-2 Box 1 compensation for all of our United States employees, the estimated amounts of the equivalent compensation measure in Schedule K-1 for our Sculptor service providers who do not receive W-2s and the equivalent compensation measure, converted to United States dollars, in the applicable tax forms for our employees located in the United Kingdom, Japan, Canada and Hong Kong. This approach was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying our median employee for 2025. Once we identified our median employee for 2025 using the methodology described above, we determined the median employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2025 annual total compensation of our CEO as reported in the Summary Compensation Table for 2025 in this Proxy Statement. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific legal requirements. We do not use this information in managing our Company.

  37. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for 2025, 2024, 2023 and 2022. Prior to June 17, 2022 (the “Internalization Date”), our Company was externally managed by, and our executive officers were employees of, FIG LLC (the “Former Manager”), an affiliate of Fortress Investment Group (“Fortress”), which was solely responsible for determining the compensation of our executive officers. Prior to the Internalization Date our named executive officers did not receive any compensation from us; accordingly, we do not include disclosure for 2021 in this section. Similarly, the executive compensation for 2022 covers only that portion of 2022 after the Internalization Date (the “2022 Stub Year”). In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table for 2025, 2024, 2023 and 2022, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table for 2025, 2024, 2023 and 2022.

  38. Pay Versus Performance Table

    Pay Versus Performance Table

  39. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers(2) | Value of initial fixed $100 investment based on: | | GAAP Net Income (in millions)(5) | EAD ROE(6) | | | | | | | Total Stockholder Return(3) | Peer Group Total Stockholder Return(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $20,450,903 | $36,701,013 | $2,359,062 | $2,528,950 | $151.8 | $98.4 | $567.2 | 18.6% | | 2024 | $21,069,074 | $39,594,117 | $2,026,730 | $2,275,989 | $138.1 | $83.6 | $835.0 | 17.0% | | 2023 | $20,160,023 | $27,656,434 | $2,073,066 | $2,585,143 | $124.3 | $84.8 | $532.7 | 17.4% | | 2022 | $9,403,691 | $9,126,235 | $1,033,973 | $1,033,973 | $85.4 | $73.6 | $864.8 | 11.2% |

  40. Pay Versus Performance Table

    For each of 2022 and 2023, our principal executive officer (“PEO”) was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro and Sivin. For 2024, our PEO was Mr. Nierenberg, and our non-PEO named executive officers were Messrs. Santoro, Sivin and Zeiden. For 2025, our PEO was Mr. Nierenberg and our non-PEO named executive officers were Messrs. Santoro and Zeiden. (2) The amounts in the following table represent the amount of “compensation actually paid” to our PEO and non-PEO named executive officers (as an average), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. Under SEC rules, the amounts shown below were deducted and added, as applicable, to total compensation as included in the “Summary Compensation Table Total” or “Average Summary Compensation Table Total for Non-PEO named executive officers” columns, as applicable, set forth above to determine the “compensation actually paid” for the applicable fiscal year.

  41. Pay Versus Performance Table

    | | Summary Compensation Table Total | Minus Grant Date Fair Value of Equity Awards Granted During Applicable Year | Plus Year- End Fair Value of Equity Awards Granted During Applicable Year(a) | Plus Change in Fair Value (as of year-end from prior year-end) of Previously- Granted Equity Awards that Remain Unvested at Year End | Plus Change in Fair Value (as of vesting date from prior year end) of Previously- Granted Equity Awards for Which All Applicable Vesting Conditions Were Satisfied During the Covered Fiscal Year | Plus Any Dividends Paid Prior to the Vesting Date of the Underlying Award | Equals Compensation Actually Paid | | Michael Nierenberg | | | | | | | | | 2025 | $20,450,903 | $(12,000,007) | $27,502,117 | $315,106(b) | $384,724(c) | $48,170 | $36,701,013 | | 2024 | $21,069,074 | $(11,999,996) | $29,917,117 | $247,043 | $71,863 | $289,017 | $39,594,117 | | 2023 | $20,160,023 | $(8,749,984) | $14,724,238 | $967,244 | $217,726 | $337,187 | $27,656,434 | | 2022 | $9,403,691 | $(4,999,994) | $4,722,538 | $— | $— | $— | $9,126,235 | | Average of Non-PEO Named Executive Officers | | | | | | | | | 2025 | $2,359,062 | $(387,501) | $532,855 | $7,749(d) | $16,785(e) | $— | $2,528,950 | | 2024 | $2,026,730 | $(601,759) | $847,906 | $4,180 | $(1,068) | $— | $2,275,989 | | 2023 | $2,073,066 | $(749,995) | $1,262,072 | $— | $— | $— | $2,585,143 | | 2022 | $1,033,973 | $— | $— | $— | $— | $— | $1,033,973 |

  42. Pay Versus Performance Table

    (a) Represents the fair value as of December 31, 2025 of time-vesting and performance-vesting Class B Profits Units granted in 2025 based on $10.90 per share, which was the closing price of a share of our Common Stock on December 31, 2025, which was the last trading day of the year. The amount shown with respect to the PSUs is based on the number of shares granted and the market value assuming the maximum level of performance. Represents the change in fair value as of year-end from prior year-end of (i) 198,204 unvested time-vesting restricted stock units, (ii) 1,189,241 unvested PSUs, (iii) 214,772 unvested time-vesting Class B Profits Units and (iv) 2,899,299 unvested performance-vesting Class B Profits Units held by Mr. Nierenberg as of December 31, 2025. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The fair value as of December 31, 2025 is based on $10.90 per share, which was the closing price of a share of our Common Stock on December 31, 2025, which was the last trading day of the year. The amount shown with respect to the PSUs and performance-vesting Class B Profits Units is based on the number of shares granted and the market value assuming the maximum level of performance. Represents the change in fair value from prior year-end of (i) 100,612 vested Class B Profits Units, which vested on March 15, 2025, (ii) 185,731 shares settled from restricted stock units, which vested on February 21, 2025, and (iii) 192,678 shares of restricted stock, which vested on June 17, 2025. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The fair value of (i) the Class B Profits Units on vesting is based on $11.65, which was the closing price of a share of our Common Stock on March 14, 2025, which was the last trading day prior to the vesting of the Class B Profits Units; (ii) the restricted stock units on vesting is based on $11.98, which was the closing price of a share of our Common Stock on February 20, 2025, which was the last trading day prior to the vesting of the restricted stock units; and (iii) the restricted stock awards is based on $11.29, which was the closing price of a share of our Common Stock on June 16, 2025, which was the last trading day prior to the vesting of the restricted stock. (d) Represents the average change in fair value as of year-end from prior year-end of (i) unvested and outstanding time-vesting and performance-vesting restricted stock units held by the non-PEO named executive officers as of December 31, 2025, (ii) unvested and outstanding time-vesting and performance-vesting Class B Profits Units held by the non-PEO named executive officers as of December 31, 2025 and (iii) unvested and outstanding LTIP profits units. The fair value of the restricted stock units as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The fair value of the restricted stock units as of December 31, 2025 is based on $10.90 per share, which was the closing price of a share of our Common Stock on December 31, 2025, which was the last trading day of the year. The amount shown with respect to the PSUs is based on the number of shares granted and the market value assuming the maximum level of performance. The fair value with respect to the LTIP profits units is based on $72.34 and $50.16 as of December 31, 2025 and 2024, respectively. (e) Represents the average change in fair value of (i) time-vesting restricted stock units held by the non-PEO named executive officers and (ii) time-vesting Class B Profits Units held by the non-PEO named executive officers, in each case which vested in 2025. The fair value as of December 31, 2024 is based on $10.83 per share, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day of the year. The value of (i) 18,720 of the Class B Profits Units on vesting is based on $11.89, which was the closing price of a share of our Common Stock on February 21, 2025, which was the last trading day prior to the vesting of such Class B Profits Units; (ii) 19,285 of the Class B Profits Units on vesting is based on $10.83, which was the closing price of a share of our Common Stock on December 31, 2024, which was the last trading day prior to the vesting of such Class B Profits Units; and (iii) the restricted stock units on vesting is based on $11.98, which was the closing price of a share of our Common Stock on February 20, 2025, which was the last trading day prior to the vesting of the restricted stock units. (3) The Total Stockholder Return assumes $100 invested in our common stock for the period starting December 31, 2021 through December 31 of the applicable year. (4) The NAREIT Mortgage REIT index (which was also used in the Company’s Form 10-K filing) was used to calculate the Company’s peer group total stockholder return. The Peer Group Total Stockholder Return assumes $100 was invested in the NAREIT Mortgage REIT index for the period starting December 31, 2021 through December 31 of the applicable year. (5) As reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our reported EAD ROE is a non-GAAP measure. EAD ROE is utilized by our management as a metric because it allows investors and analysts to easily identify and track the operating performance of the assets that form the core of the Company’s activity and enables investors to evaluate the Company’s core performance using the same financial measure that management uses to operate the business. Please refer to Annex A for a discussion and reconciliation of EAD to the most directly comparable GAAP measure. EAD ROE for the applicable year represents reported fiscal year EAD divided by average book value for the same period.