Onity Group (NYSE: ONIT) details Oaktree warrant exercise and share impact

Rhea-AI Filing Summary

Onity Group Inc. reported that funds managed by Oaktree Capital Management exercised warrants to purchase 1,184,768 shares of its common stock. Onity elected a net share settlement, issuing 462,762 shares based on a trailing average share price of $44.01 versus the $26.82 exercise price, to preserve liquidity for growth and capital structure initiatives.

After this transaction, Onity has no warrants outstanding, removing uncertainty about any future warrant-related dilution. The exercise reduced implied book value per share by $3.38, or 5.4%, using book value per share of $62.21 as of September 30, 2025, and brought total shares outstanding to 8,521,636. Oaktree’s previously disclosed board observer rights had already terminated after its ownership fell below the required threshold.

Insights

Equity capital markets analyst

Onity exchanges Oaktree’s warrants for shares, creating modest dilution but removing future warrant overhang.

Funds managed by Oaktree Capital Management exercised warrants covering 1,184,768 Onity Group shares, which were originally exercisable through March 4, 2027 at $26.82 per share. Instead of taking cash, Onity settled via a net issuance of 462,762 shares, using a trailing average share price of $44.01. This choice keeps cash on the balance sheet for growth and capital structure plans while delivering the economic value of the warrants in stock.

Following the transaction, Onity has no warrants outstanding, so there is no remaining uncertainty about additional dilution from these instruments. The company quantifies the impact as an implied book value per share reduction of $3.38, or 5.4%, based on book value per share of $62.21 as of September 30, 2025. Total shares outstanding after the issuance are 8,521,636. Oaktree’s board observer rights had already ended once its ownership dropped below the specified threshold, so governance arrangements are not further affected here.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Onity Group (ONIT) disclose about Oaktree’s warrants?

Onity Group disclosed that funds managed by Oaktree Capital Management exercised warrants to purchase 1,184,768 shares of Onity’s common stock, which were exercisable at $26.82 per share through March 4, 2027.

How many Onity Group (ONIT) shares were issued in the Oaktree warrant exercise?

Onity settled the exercise through a net issuance of 462,762 shares, using a trailing average share price of $44.01 as defined in the warrant agreement.

How did the Oaktree warrant exercise affect Onity Group’s book value per share?

The transaction resulted in an implied book value per share dilution of $3.38, or 5.4%, based on book value per share of $62.21 as of September 30, 2025.

What is Onity Group’s share count after the Oaktree warrant exercise?

After the net share issuance related to the warrant exercise, Onity Group reported a total share count of 8,521,636.

Does Onity Group (ONIT) have any warrants outstanding after this transaction?

No. Onity stated that following the Oaktree funds’ warrant exercise, it has no remaining warrants outstanding, eliminating uncertainty about future warrant-related dilution.

What happened to Oaktree’s board observer rights at Onity Group?

Oaktree’s previously disclosed Board of Directors observer rights terminated in September 2025 after Oaktree confirmed its ownership had fallen below the threshold required to maintain those rights.

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Accepted by SEC EDGAR 12/18/2025 - 04:15 PM Learn about SEC filing dates

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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): December 18, 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 7.01 Regulation FD Disclosure.

On December 5, 2025, Oaktree Capital Management, L.P. (“Oaktree”) notified Onity Group Inc. (“Onity” or the “Company”), on behalf of two funds managed by Oaktree, of the exercise of the Oaktree funds’ warrants to purchase 1,184,768 shares of the Company’s common stock. The warrants were exercisable through March 4, 2027 at a price of $26.82 per share. Onity elected to settle the warrant exercise through a net issuance of 462,762 shares (based on a trailing average share price, as defined in the warrant agreement, of $44.01) in order to preserve Onity’s liquidity for growth and capital structure initiatives. Following the exercise, Onity has no remaining warrants outstanding, eliminating uncertainty relating to any dilutive impact from a future warrant exercise. Oaktree’s previously disclosed Board of Directors observer rights terminated upon confirmation by Oaktree in September 2025 that Oaktree had fallen below the stock ownership threshold for continuing observer rights.

The warrant exercise and resulting share issuance resulted in an implied book value per share dilution of $3.38 (5.4%) based on the Company’s book value per share of $62.21 as of September 30, 2025 and total share count (post-issuance) of 8,521,636.

The information in this Item 7.01 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
104		Cover Page Interactive Data File formatted in online XBRL (included as Exhibit 101)

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: December 18, 2025	By:	/s/ Sean B. O’Neil
		Sean B. O’Neil
		Chief Financial Officer