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ONITY Group (ONIT) legal chief exercises RSUs, covers taxes with shares

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

Rhea-AI Filing Summary

ONITY Group EVP & Chief Legal Officer Joseph J. Samarias exercised restricted stock units and had shares withheld for taxes. On April 3, 2026 he converted 7,605 restricted stock units into common stock, and 2,993 shares were withheld at $39.67 per share to cover tax obligations, leaving him with 27,535 directly held shares.

Positive

  • None.

Negative

  • None.
Insider Samarias Joseph J
Role EVP & Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 5,852 $0.00 --
Exercise Restricted Stock Units 1,753 $0.00 --
Exercise Common Stock 5,852 $0.00 --
Tax Withholding Common Stock 2,303 $39.67 $91K
Exercise Common Stock 1,753 $0.00 --
Tax Withholding Common Stock 690 $39.67 $27K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 28,775 shares (Direct)
Footnotes (1)
  1. On April 3, 2023, the reporting person was granted 5,259 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. 5,852 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 5,259 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.
RSUs converted (performance award) 5,852 units Vested and converted on <date>April 3, 2026</date> from April 3, 2023 performance grant
RSUs converted (time-based award) 1,753 units Vested and converted on <date>April 3, 2026</date> from three-year vesting grant
Total RSUs exercised 7,605 units Sum of restricted stock units converted into common stock on <date>April 3, 2026</date>
Shares withheld for taxes 2,993 shares 2,303 shares and 690 shares withheld at <money>$39.67</money> per share for tax obligations
Tax withholding price $39.67/share Value used when 2,303 and 690 shares were withheld to cover tax liabilities
Post-transaction holdings 27,535 shares Common stock directly owned by Samarias after all April 3, 2026 transactions
Performance RSU target grant 5,259 units Performance-based restricted stock units granted on <date>April 3, 2023</date> with relative TSR conditions
Time-based RSU grant 5,259 units Time-based restricted stock units granted on <date>April 3, 2023</date> vesting over three years
Restricted Stock Units financial
"On April 3, 2023, the reporting person was granted 5,259 restricted stock units subject"
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.
absolute total shareholder return financial
"based on the relative ranking of the Issuer's absolute total shareholder return compared"
pre-established peer group financial
"shareholder return of companies within the Issuer's pre-established peer group at designated"
time-based vesting schedule financial
"granted 5,259 restricted stock units subject to both a performance-based condition and a time-based vesting schedule"
tax withholding obligations financial
"Shares withheld pursuant to terms of the award to cover tax withholding obligations"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
Form 4 Insider Transactions: What Each Field Means →
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*
Samarias Joseph J
(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 Legal 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 Stock04/03/2026M5,852A(1)28,775D
Common Stock04/03/2026F2,303D(2)$39.6726,472D
Common Stock04/03/2026M1,753A(3)28,225D
Common Stock04/03/2026F690D(2)$39.6727,535D
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)04/03/2026M5,852 (1) (5)Common Stock5,852$00D
Restricted Stock Units(4)04/03/2026M1,753 (3) (5)Common Stock1,753$00D
Explanation of Responses:
1. On April 3, 2023, the reporting person was granted 5,259 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. 5,852 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 5,259 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 Joseph J. Samarias04/07/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ONIT executive Joseph J. Samarias report?

Joseph J. Samarias reported exercising restricted stock units into ONITY Group common stock. On April 3, 2026, he converted a total of 7,605 units into shares as part of previously granted equity awards tied to employment and performance conditions.

How many ONIT shares were withheld to cover Joseph J. Samarias’s taxes?

A total of 2,993 ONITY Group shares were withheld to satisfy tax obligations. These comprised 2,303 shares and 690 shares, both valued at $39.67 per share, reflecting non-market dispositions under the award’s tax withholding terms rather than open-market sales.

How many ONIT shares does Joseph J. Samarias hold after these transactions?

After the April 3, 2026 transactions, Joseph J. Samarias directly holds 27,535 ONITY Group common shares. This figure reflects the net position after restricted stock unit conversions and share withholding to cover tax liabilities associated with the vesting of the equity awards.

What restricted stock unit grants underlie Joseph J. Samarias’s ONIT transactions?

The transactions relate to two ONITY Group restricted stock unit grants made on April 3, 2023. One grant was performance-based with a target of 5,259 units; 5,852 vested on April 3, 2026, while another 5,259-unit grant vests in three annual installments.

How are ONIT restricted stock units converted into common shares for Joseph J. Samarias?

Each ONITY Group restricted stock unit represents a contingent right to receive one common share upon vesting. When vesting conditions are satisfied, units convert into an equal number of shares, after which a portion of those shares may be withheld to cover related tax obligations under the award terms.