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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 26, 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
8.01 Other Events.
On
January 26, 2026, Onity Group Inc. issued a press release announcing that two of its subsidiaries, PHH Corporation and PHH Escrow
Issuer LLC, priced their previously announced offering of 9.875% Senior Notes due 2029 in an aggregate principal amount of
$200,000,000. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction.
This Current Report on Form 8-K and the press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any offer or sale of, any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Onity Group Inc. dated January 26, 2026 |
| |
|
|
| 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 26, 2026 |
By: |
/s/ Sean
B. O’Neil |
| |
|
Sean B. O’Neil |
| |
|
Chief Financial Officer |
