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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): January 30, 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
(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
January 30, 2026, Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) announced that its subsidiaries PHH
Corporation (“PHH”) and PHH Escrow Issuer LLC (the “Escrow Issuer” and together with PHH, the “Issuers”)
completed the issuance and sale of $200 million aggregate principal amount of 9.875% Senior Notes due 2029 (the “PHH Senior Notes”).
The PHH Senior Notes were issued under an indenture, dated November 6, 2024 (the “Original Indenture”), by and between the
Escrow Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral
Trustee”), as amended by the Supplemental Indenture, dated November 27, 2024, among PHH, the guarantors party thereto, the Trustee
and the Collateral Trustee (the “First Supplemental Indenture”), as supplemented by the Second Supplemental Indenture, dated
as of January 30, 2026, among the Issuers, the guarantors party thereto, the Trustee and the Collateral Trustee (the “Second Supplemental
Indenture” and the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental
Indenture, the “Indenture”). The PHH Senior Notes issued on January 30, 2026 are an additional issuance of the Issuer’s
9.875% Senior Notes due 2029 and will form a single series of debt securities with, and vote on any matter submitted to holders with,
the $500.0 million aggregate principal amount of such PHH Senior Notes that were originally issued on November 6, 2024 under the Original
Indenture as amended by the First Supplemental Indenture.
A
copy of the Second Supplemental Indenture is attached to this Current Report as Exhibit 10.1, and is incorporated by reference herein.
The foregoing summary description of the PHH Senior Notes and the Second Supplemental Indenture is not intended to be complete and is
qualified in its entirety by reference to the complete text of such document. For a more complete description of the PHH Senior Notes
and the Indenture, see Onity’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 6, 2024
and December 3, 2024, including a copy of the Original Indenture, the First Supplemental Indenture and the Pledge and Security Agreement
filed as an exhibit thereto.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Second Supplemental Indenture, dated as of January 30, 2026, among PHH Escrow Issuer LLC, PHH Corporation, Onity Group Inc., the other guarantors party thereto, and Wilmington Trust, national association, as trustee and collateral trustee |
| |
|
|
| 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:
February 2, 2026 |
By: |
/s/
Sean B. O’Neil |
| |
|
Sean
B. O’Neil |
| |
|
Chief
Financial Officer |
