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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): May 28, 2026
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. ☐
Regulatory
Approval of Reverse Asset Sale
On
May 28, 2026, Onity Group Inc. (together with its wholly owned subsidiary Onity Mortgage Corporation,
“Onity” or the “Company”) received regulatory approval of the sale to Finance of America Reverse LLC (“FAR”)
of Onity’s reverse mortgage servicing portfolio and certain reverse originations assets. As previously disclosed, Onity has agreed
to sell reverse mortgage servicing rights comprised of approximately 20,000 Ginnie Mae home equity conversion mortgage loans with an
unpaid principal balance of $5.1 billion as of March 31, 2026. FAR will also acquire Onity’s pipeline of reverse mortgage loans
as of the transaction closing date and the parties will enter into a three-year subservicing arrangement.
The
transaction remains subject to customary closing conditions.
The Company will provide an update on the anticipated closing date at a later time.
Authorization
of Share Repurchase Program
On
June 1, 2026, Onity’s Board of Directors authorized a share repurchase program for an aggregate amount of up to $20.0 million of
the Company’s issued and outstanding shares of common stock. Under the program, Onity is authorized to repurchase shares through
open market purchases. The timing and execution of any share repurchases are subject to market conditions, among other factors, and the
Company may modify, discontinue or suspend the repurchase program at any time. Any shares repurchased will be retired and canceled. Unless
Onity amends the share repurchase program or repurchases the full $20.0 million amount by an earlier date, the share repurchase program
will continue through June 2027. No assurances can be given as to the amount of shares, if any, that the Company may repurchase in any
given period.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Onity Group Inc. dated June 2, 2026 |
| |
|
|
| 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 press release regarding the closing
of Onity’s transaction with FAR as well as Onity’s announced share repurchase program.
Forward-looking
statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past,
actual results have differed from those suggested by forward looking statements and this may happen again. 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
ability of the parties to the FAR transaction to satisfy remaining closing conditions, the timeline for closing of the FAR transaction,
and the amount of assets transferred at closing, the timing, duration, amount and price of share repurchases under the share repurchase
program, changes in market conditions, the industry in which we operate, and our business, the actions of governmental entities and regulators,
developments in our litigation matters, and other risks and uncertainties detailed in our reports and filings with the SEC, including
our annual report on Form 10-K for the year ended December 31, 2025 and any current report or quarterly report filed with the SEC since
such date. Anyone wishing to understand Onity’s business should review our SEC filings. Our forward-looking statements speak only
as of the date they are made and, we disclaim 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:
June 2, 2026 |
By: |
/s/
Sean B. O’Neil |
| |
|
Sean
B. O’Neil |
| |
|
Chief
Financial Officer |
Exhibit
99.1
ONITY
GROUP PROVIDES UPDATE ON REVERSE TRANSACTION AND ANNOUNCES SHARE REPURCHASE PROGRAM
Receives
regulatory approval for transaction with Finance of America Reverse
Initiates
share repurchase program for up to $20 million
West
Palm Beach, FL – (June 2, 2026) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”)
today announced two important updates regarding its previously announced reverse mortgage transaction and capital allocation plans.
Finance
of America Reverse Transaction
On
May 28, 2026, Onity received regulatory approval for the sale of the Company’s reverse mortgage servicing portfolio and certain
reverse originations assets to Finance of America Reverse LLC (“FAR”).
As
previously disclosed, and after revising the transaction based on discussions with Ginnie Mae, Onity has agreed to sell reverse mortgage
servicing rights (“MSRs”) comprised of approximately 20,000 Ginnie Mae home equity conversion mortgage loans with an unpaid
principal balance of $5.1 billion as of March 31, 2026. Onity will become the subservicer for the reverse MSRs sold to FAR under a three-year
subservicing agreement.
Upon
closing, FAR also will acquire Onity’s pipeline of reverse mortgage loans as of the transaction closing date and the Company will
discontinue originating reverse mortgage loans.
The
net proceeds from the transaction are expected to be $70 to $80 million, based on book value of the assets as of April 30, 2026.
Glen
A. Messina, Onity Group Chair, President and CEO, said “We are pleased to have received regulatory approval for this transaction,
an important step toward repositioning our participation in the reverse mortgage market. This strategic transaction will establish a
significant subservicing relationship with FAR, a reverse market leader, help simplify our business, and enable increased focus on more
substantial growth and earnings opportunities.”
The
transaction remains subject to customary closing conditions. The Company will provide an update on the anticipated closing date at a
later time.
Share
Repurchase Program
On
June 1, 2026, Onity’s Board of Directors authorized a share repurchase program for an aggregate amount of up to $20 million of
the Company’s issued and outstanding shares of common stock. Under the program, Onity is authorized to repurchase shares through
open market purchases. The timing and execution of any share repurchases are subject to market conditions, among other factors, and the
Company may modify, discontinue or suspend the repurchase program at any time. Unless Onity amends the share repurchase program or repurchases
the full $20 million amount by an earlier date, the share repurchase program will continue through June 2027. No assurances can be given
as to the amount of shares, if any, that the Company may repurchase in any given period.
Messina
commented, “Our share repurchase program reflects our intent to deploy capital in a disciplined and strategic manner with the goal
of delivering meaningful returns to our shareholders. We believe this initiative will enhance long-term shareholder value and underscore
our confidence in Onity’s future.”
About
Onity Group
Onity
Group Inc. (NYSE: ONIT) is a leading non-bank financial services company delivering mortgage servicing and originations solutions through
Onity Mortgage Corporation. As one of the largest mortgage servicers in the country, we help consumers and business clients achieve their
homeownership and financial goals with a wide range of servicing and lending programs powered by a technology-enabled, customer-centric
platform. Headquartered in West Palm Beach, Florida, with offices and operations in the United States, the U.S. Virgin Islands, India
and the Philippines, we have been serving our customers since 1988. For additional information, please visit onitygroup.com or
onitymortgage.com.
Forward
Looking Statements
This
press release 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 press release regarding the closing of Onity’s
transaction with FAR, the future of Onity’s relationship with FAR and participation in the reverse market, and the Company’s
ability to increase focus on markets, products and services that support growth and earnings potential. In addition, these statements
relate to Onity’s announced share repurchase program, the intent of Onity’s capital deployment activities, and the impact
of the repurchase program on long-term shareholder value.
Forward-looking
statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past,
actual results have differed from those suggested by forward looking statements and this may happen again. 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
ability of the parties to the FAR transaction to satisfy remaining closing conditions, the timeline for closing of the FAR transaction,
and the amount of assets transferred at closing, the timing, duration, amount and price of share repurchases under the share repurchase
program, the long-term impact of the share repurchases on Onity’s share price, changes in FAR’s business or financial condition,
changes in market conditions, the industry in which we operate, and our business, the actions of governmental entities and regulators,
developments in our litigation matters, and other risks and uncertainties detailed in our reports and filings with the SEC, including
our annual report on Form 10-K for the year ended December 31, 2025 and any current report or quarterly report filed with the SEC since
such date. Anyone wishing to understand Onity’s business should review our SEC filings. Our forward-looking statements speak only
as of the date they are made and, we disclaim any obligation to update or revise forward-looking statements whether as a result of new
information, future events or otherwise.
For
Further Information Contact:
Investors:
Valerie
Haertel, VP, Investor Relations
(561)
570-2969
shareholderrelations@onitygroup.com
Media:
Dico
Akseraylian, SVP, Corporate Communications
(856)
917-0066
mediarelations@onitygroup.com