STOCK TITAN

Onity Group (ONIT) EVP gains shares after RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Onity Group EVP & Chief Admin Officer Dennis Zeleny reported routine equity compensation activity involving restricted stock units (RSUs). On April 3, 2026, 11,706 performance-based RSUs and 3,506 time-based RSUs converted into the same number of common shares, for a total of 15,212 shares acquired.

To cover tax obligations, 5,986 common shares were withheld at a price of $39.67 per share, rather than sold on the open market. After these vesting and tax-withholding entries, Zeleny directly holds 38,233 shares of Onity Group common stock, reflecting a net increase in his equity position.

Positive

  • None.

Negative

  • None.
Insider ZELENY DENNIS
Role EVP & Chief Admin Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 11,706 $0.00 --
Exercise Restricted Stock Units 3,506 $0.00 --
Exercise Common Stock 11,706 $0.00 --
Tax Withholding Common Stock 4,606 $39.67 $183K
Exercise Common Stock 3,506 $0.00 --
Tax Withholding Common Stock 1,380 $39.67 $55K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 40,713 shares (Direct)
Footnotes (1)
  1. On April 3, 2023, the reporting person was granted 10,519 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units would be eligible to vest on April 3, 2026 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. 11,706 restricted stock units vested pursuant to the award on April 3, 2026. Shares withheld pursuant to terms of the award to cover tax withholding obligations. On April 3, 2023, the reporting person was granted 10,518 restricted stock units scheduled to vest in three approximately 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 one share of ONIT common stock on the vesting date. Not applicable.
Performance-based RSUs vested 11,706 units Vested on April 3, 2026 from 2023 grant
Time-based RSUs vested 3,506 units Vested April 3, 2026 from three-year schedule
Total shares acquired from RSUs 15,212 shares Common stock received upon RSU conversion
Shares withheld for taxes 5,986 shares Withheld under award terms for tax obligations
Tax withholding price $39.67 per share Applied to 5,986 withheld shares
Shares owned after transactions 38,233 shares Direct ownership after April 3, 2026 entries
Performance RSU target grant 10,519 units Original target granted April 3, 2023
Time-based RSU grant 10,518 units Granted April 3, 2023 in three annual installments
Restricted Stock Units financial
"the reporting person was granted 10,519 restricted stock units subject to both a performance-based condition"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based condition financial
"granted 10,519 restricted stock units subject to both a performance-based condition and a time-based vesting schedule"
time-based vesting schedule financial
"10,519 restricted stock units subject to both a performance-based condition and a time-based vesting schedule"
absolute total shareholder return financial
"based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies"
peer group financial
"compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods"
tax withholding obligations financial
"Shares withheld pursuant to terms of the award to cover tax withholding obligations"
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
ZELENY DENNIS

(Last)(First)(Middle)
1661 WORTHINGTON ROAD, SUITE 100

(Street)
WEST PALM BEACH FLORIDA 33409

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ONITY GROUP INC. [ ONIT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Admin Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/03/2026M11,706A(1)40,713D
Common Stock04/03/2026F4,606D(2)$39.6736,107D
Common Stock04/03/2026M3,506A(3)39,613D
Common Stock04/03/2026F1,380D(2)$39.6738,233D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)04/03/2026M11,706 (1) (5)Common Stock11,706$00D
Restricted Stock Units(4)04/03/2026M3,506 (3) (5)Common Stock3,506$00D
Explanation of Responses:
1. On April 3, 2023, the reporting person was granted 10,519 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units would be eligible to vest on April 3, 2026 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. 11,706 restricted stock units vested pursuant to the award on April 3, 2026.
2. Shares withheld pursuant to terms of the award to cover tax withholding obligations.
3. On April 3, 2023, the reporting person was granted 10,518 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second, and third anniversaries of grant, subject to the reporting person's continued employment and certain other conditions.
4. Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the vesting date.
5. Not applicable.
/s/ Leah E. Hutton, Attorney-in-Fact for Dennis Zeleny04/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ONIT executive Dennis Zeleny report in this Form 4?

Dennis Zeleny reported RSU vesting that converted into common shares. A total of 15,212 shares were acquired from performance-based and time-based RSUs, with a portion withheld to cover tax obligations, resulting in a higher direct shareholding.

How many ONIT RSUs vested for Dennis Zeleny in this filing?

A total of 15,212 RSUs vested for Dennis Zeleny. This included 11,706 performance-based RSUs tied to total shareholder return and 3,506 time-based RSUs from a three-year vesting schedule, each unit delivering one share of common stock.

Were any ONIT shares sold on the open market in this Form 4?

No open-market sales were reported. The Form 4 shows 5,986 shares classified as a tax-withholding disposition at $39.67 per share, meaning shares were withheld under award terms to satisfy tax liabilities rather than sold for discretionary trading.

How many ONIT shares does Dennis Zeleny own after these transactions?

After these RSU vesting and tax-withholding entries, Dennis Zeleny directly holds 38,233 shares of Onity Group common stock. This reflects a net increase in his direct ownership following the conversion of restricted stock units into common shares.

What performance conditions affected ONIT RSUs that vested for Zeleny?

The performance-based RSUs were tied to absolute total shareholder return. Between 0% and 200% of a 10,519-unit target could vest based on Onity’s ranking versus a pre-established peer group, resulting in 11,706 units vesting on April 3, 2026.

What was the tax withholding price used for ONIT shares in this filing?

Tax withholding was recorded at $39.67 per share. In total, 5,986 common shares were withheld at this price under the award’s terms to satisfy tax obligations triggered by the RSU vesting event.