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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 17, 2025
onity
group inc.
(Exact
name of registrant as specified in its charter)
| Florida |
|
1-13219 |
|
65-0039856 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1661
Worthington Road, Suite 100
West
Palm Beach, Florida 33409
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (561) 682-8000
Not
applicable.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 Par Value |
|
ONIT |
|
New
York Stock Exchange (NYSE) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
November 17, 2025, Onity Group Inc. (“Onity” or the “Company”), through its wholly-owned subsidiary PHH Mortgage
Corporation (“PHH”), entered into a series of agreements with Finance of America Reverse LLC (“FAR”) pursuant
to which it will sell its reverse mortgage servicing portfolio and certain reverse originations assets.
PHH
has agreed to sell reverse mortgage servicing rights (“MSRs”) comprised of approximately 40,000 Ginnie Mae home equity conversion
mortgage (“HECM”) loans with an unpaid principal balance (“UPB”) of $9.6 billion as of September 30, 2025. As
part of the agreement, PHH will become the subservicer for the reverse MSRs sold to FAR under a three-year subservicing agreement subject
to automatic one-year renewal unless FAR provides notice of non-renewal 180 days prior to the expiration of the original term, and subject
thereafter to renewal upon mutual agreement of the parties. FAR will also acquire PHH’s pipeline of reverse mortgage loans as of
the transaction closing date and expects to assume some of PHH’s US-based reverse originations employees. In connection with the
transaction, PHH has agreed to discontinue its reverse originations business upon closing.
Based
on the UPB of the HECM loans as of September 30, 2025, the proceeds from the transaction are estimated to be approximately $189 million
in cash before transaction costs, repayment of certain warehouse financings, and related adjustments, including as a result of asset
and liabilities balances as of the closing date. Following these payments and adjustments, the transaction is expected to produce net
proceeds of $100 to $110 million. The transaction is expected to close in the first quarter of 2026 and is subject to regulatory approval
and customary closing conditions.
Item
7.01 Regulation FD Disclosure.
On
November 18, 2025, the Company issued a press release announcing its entry into a series of agreements with FAR. A copy of the press
release is attached hereto as Exhibit 99.1.
The
information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Onity Group Inc. dated November 18, 2025 |
| 104 |
|
Cover
Page Interactive Data File formatted in online XBRL (included as Exhibit 101) |
Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference
to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as
“expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”,
“goal”, “strategy”, “plan” “target” and “project” or conditional verbs such
as “will”, “may”, “should”, “could” or “would” or the negative of these terms,
although not all forward-looking statements contain these words, and includes statements in this Current Report on Form 8-K regarding
the amount of net proceeds expected from the transaction, the expected timing of closing, the transfer of Onity employees to FAR, the
future of Onity’s relationship with FAR, and the expected financial, operational and strategic benefits of the transaction.
Forward-looking
statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Important factors
that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited
to, the timing of the receipt of required regulatory approvals (or failure to receive such approvals), the amount of assets transferred
at closing, the nature and amount of post-closing adjustments, future payments related to indemnification obligations, the reaction of
customers, contractual counterparties and others to the transaction, FAR’s future strategic decisions and performance, changes
in market conditions, the industry in which Onity operates, and its business, the actions of governmental entities and regulators, developments
in litigation matters, and other risks and uncertainties detailed in Onity’s reports and filings with the SEC, including our annual
report on Form 10-K for the year ended December 31, 2024 and any current report or quarterly report filed with the SEC since such date.
Anyone wishing to understand Onity’s business should review the Company’s SEC filings. The forward-looking statements speak
only as of the date they are made and the Company disclaims any obligation to update or revise forward-looking statements whether as
a result of new information, future events or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
| |
ONITY
GROUP INC. |
| |
(Registrant) |
| |
|
|
| Date:
November 18, 2025 |
By: |
/s/
Sean B. O’Neil |
| |
|
Sean
B. O’Neil |
| |
|
Chief
Financial Officer |
