Onity Group (ONIT) CFO granted RSUs and cash-settles 3,227 units

Rhea-AI Filing Summary

Onity Group EVP & CFO Sean Bradley O'Neil reported compensation-related equity activity. On March 15, 2026, 3,227 restricted stock units from a 2025 grant vested and were settled in cash based on the March 13, 2026 closing share price of $37.75.

On the same date he received two new awards: 9,844 restricted stock units that vest in three equal annual installments, and 9,845 restricted stock units subject to both time-based vesting and a performance condition tied to the company’s absolute total shareholder return versus a peer group through March 15, 2029.

Following these transactions, he directly holds 48,918 shares of common stock, 6,454 remaining units from the 2025 award, and the new 9,844- and 9,845-unit grants, all of which settle in cash rather than stock when they vest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Neil Sean Bradley

(Last) (First) (Middle)

1661 WORTHINGTON ROAD, SUITE 100

(Street)

WEST PALM BEACH FL 33409

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONITY GROUP INC. [ ONIT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		M		3,227	A	(1)	52,145	D
Common Stock	03/15/2026		D		3,227	D	(1)	48,918	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/15/2026		M			3,227	(1)	(2)	Common Stock	3,227	$0	6,454	D
Restricted Stock Units	(3)	03/15/2026		A		9,844		(3)	(2)	Common Stock	9,844	$0	9,844	D
Restricted Stock Units	(4)	03/15/2026		A		9,845		(4)	(2)	Common Stock	9,845	$0	9,845	D

Explanation of Responses:

1. On March 15, 2025, the reporting person was granted 9,681 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant subject to the reporting person's continued employment and certain other conditions. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of ONIT common stock on the applicable vesting date. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 3,227 restricted stock units that vested pursuant to the award on March 15, 2026. On March 13, 2026, the last trading day prior to the vesting date, the closing price of ONIT common stock was $37.75.

2. Not applicable

3. On March 15, 2026, the reporting person was granted 9,844 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant subject to the reporting person's continued employment and certain other conditions. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of ONIT common stock on the applicable vesting date.

4. On March 15, 2026, the reporting person was granted 9,845 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of ONIT common stock on the applicable vesting date. Between 0% and 200% of the target number of units will be eligible to vest on March 15, 2029 based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods.

	/s/ Leah E. Hutton, Attorney-in-Fact for Sean B. O'Neil	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did ONIT CFO Sean Bradley O'Neil report?

Sean Bradley O’Neil reported vesting and cash settlement of 3,227 restricted stock units plus two new RSU grants. These transactions are compensation-related, reflecting equity-based awards that settle in cash rather than open-market stock purchases or sales.

How many restricted stock units vested and were settled for ONIT CFO?

3,227 restricted stock units vested from a 2025 grant and were settled in cash. The cash amount equaled the closing price of one ONIT share, $37.75, on March 13, 2026, the trading day immediately before the vesting date.

What new RSU awards did ONIT grant to its CFO on March 15, 2026?

On March 15, 2026, the CFO was granted 9,844 restricted stock units with three equal annual vesting dates and 9,845 restricted stock units that vest based on both time and performance conditions, including a total shareholder return test versus a defined peer group.

How do ONIT CFO Sean Bradley O’Neil’s RSUs settle at vesting?

Each restricted stock unit entitles the holder to a cash payment, not shares, at vesting. The amount equals the closing price of one share of ONIT common stock on the applicable vesting date, aligning the award’s value with the company’s share performance.

What performance condition applies to the 9,845 ONIT RSUs granted in 2026?

The 9,845 restricted stock units vest based on a performance test and time. Between 0% and 200% of the target units can vest on March 15, 2029, depending on Onity’s absolute total shareholder return ranking versus a specified peer group at defined measurement periods.

How many ONIT common shares does the CFO hold after these transactions?

After the March 15, 2026 transactions, the CFO directly holds 48,918 shares of ONIT common stock. This figure reflects the reported non-derivative holdings following the exercise, cash settlement, and related disposition entries recorded in the insider filing.