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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 30, 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
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
December 30, 2025, the Board of Directors (the “Board”) of Onity Group Inc. (the “Company” or “Onity”)
appointed Dawn C. Morris to serve as a director, effective January 1, 2026. Concurrent with Ms. Morris’s appointment, the Board
has temporarily increased its size to nine directors. The Board has determined that Ms. Morris is an independent director under the listing
standards of the New York Stock Exchange and applicable rules of the Securities and Exchange Commission, including the independence standards
applicable to members of compensation committees and audit committees.
Ms.
Morris, 58, is the Founder and CEO of Growth Partners Group, LLC, a strategic consulting firm that serves clients in strategic business
transformation and innovation. Ms. Morris was an Army Captain in the 530th Supply and Service Battalion after graduating from the United
States Military Academy at West Point with a Bachelor of Science in International Relations in 1990. From September 2018 to January 2020,
she was the Chief Digital and Marketing Officer at First Horizon National Corporation and has also served in management and marketing
positions with RBC Bank, RBS Citizens Financial Group, Inc. and Webster Bank. Since April 2021, Ms. Morris has served on the board of
directors of America’s Car-Mart, Inc. (Nasdaq: CRMT) and since May 2023 she has served on the board of directors of First Financial
Bancorp. (Nasdaq: FFBC). Since January 2025, Ms. Morris has also served on the board of directors of Skycrest Roof Co., a residential
roofing platform in the portfolio of Shore Capital Partners, a private equity firm. Previously Ms. Morris served on the boards of The
Hartford Stage, the Girl Scouts of Connecticut, and the Governor’s Partnership of Connecticut.
Decisions
on committee memberships for Ms. Morris will be made in due course.
There
are no arrangements or understandings between Ms. Morris and any other person pursuant to which Ms. Morris was selected as a member of
the Board. In addition, there are no transactions in which Ms. Morris has an interest that are required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Ms.
Morris will receive compensation for her services as a director in accordance with the compensation arrangements for non-management directors
as described in the Company’s proxy statement for its 2025 annual meeting of shareholders filed with the Securities and Exchange
Commission on April 15, 2025. Ms. Morris will also enter into a customary indemnification agreement with the Company, the form of which
is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 26, 2015.
In
addition, Dr. Jenne Britell, a director of the Company, has notified the Board that she has decided not to stand for re-election at the
Company’s 2026 annual shareholder meeting, which is currently scheduled for May 19, 2026. Dr. Britell will continue to serve on
the Board until that time. The Board has determined that its size shall be decreased to seven effective immediately prior to the beginning
of the 2026 annual shareholder meeting to reflect the departures of Dr. Britell and Dr. DeForest B. Soaries, Jr., who previously announced
his intention to retire immediately prior to the 2026 annual shareholder meeting. Dr. Britell’s retirement from the Board is not
due to any disagreement with the Company relating to its operations, policies or practices. Onity thanks Dr. Britell for her service
and for her contributions as a director since 2019.
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:
January 5, 2026 |
By: |
/s/
Joseph J. Samarias |
| |
|
Joseph
J. Samarias |
| |
|
Chief
Legal Officer |
