ONITY Group (NYSE: ONIT) CFO exercises RSUs and covers taxes with shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ONITY Group Inc. EVP & Chief Financial Officer Sean Bradley O’Neil reported routine equity compensation activity. On April 3, 2026, he exercised restricted stock units into common stock, including 12,683 performance-based units and 3,799 time-based units. To satisfy tax withholding obligations, 4,991 and 1,495 common shares were withheld at $39.67 per share rather than sold on the open market. After these transactions, he holds 61,429 shares of ONIT common stock directly.

Insider Trade Summary

16,482 shares exercised/converted

Mixed 6 txns

Insider O'Neil Sean Bradley

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,683	$0.00	--
Exercise	Restricted Stock Units	3,799	$0.00	--
Exercise	Common Stock	12,683	$0.00	--
Tax Withholding	Common Stock	4,991	$39.67	$198K
Exercise	Common Stock	3,799	$0.00	--
Tax Withholding	Common Stock	1,495	$39.67	$59K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 64,116 shares (Direct)

Footnotes (1)

On April 3, 2023, the reporting person was granted 11,396 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. 12,683 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 11,395 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.

Key Figures

Performance-based RSUs vested: 12,683 units Time-based RSUs vested: 3,799 units Shares withheld for taxes: 6,486 shares +4 more

7 metrics

Performance-based RSUs vested 12,683 units Vested from April 3, 2023 grant on April 3, 2026

Time-based RSUs vested 3,799 units From April 3, 2023 grant vesting schedule

Shares withheld for taxes 6,486 shares Tax withholding dispositions at $39.67 per share

Tax withholding price $39.67 per share Price used for share-based tax withholding

Post-transaction holdings 61,429 shares ONIT common stock held directly after transactions

Performance RSU target grant 11,396 units Target RSUs granted April 3, 2023, performance-based

Time-based RSU grant 11,395 units RSUs granted April 3, 2023, vesting in 3 installments

Key Terms

Restricted Stock Units, tax withholding obligations, absolute total shareholder return, pre-established peer group, +1 more

5 terms

Restricted Stock Units financial

"the reporting person was granted 11,396 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.

tax withholding obligations financial

"Shares withheld pursuant to terms of the award to cover tax withholding obligations."

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"

pre-established peer group financial

"compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods."

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of ONIT common stock"

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 04:15 PM

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

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^*

O'Neil Sean Bradley

(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)

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2026		M		12,683	A	⁽¹⁾	64,116	D
Common Stock	04/03/2026		F		4,991	D⁽²⁾	$39.67	59,125	D
Common Stock	04/03/2026		M		3,799	A	⁽³⁾	62,924	D
Common Stock	04/03/2026		F		1,495	D⁽²⁾	$39.67	61,429	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	04/03/2026		M			12,683	⁽¹⁾	⁽⁵⁾	Common Stock	12,683	$0	0	D
Restricted Stock Units	⁽⁴⁾	04/03/2026		M			3,799	⁽³⁾	⁽⁵⁾	Common Stock	3,799	$0	0	D

Explanation of Responses:

1. On April 3, 2023, the reporting person was granted 11,396 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. 12,683 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 11,395 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 Sean B. O'Neil	04/07/2026
	** Signature of Reporting Person	Date
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 activity did ONIT CFO Sean Bradley O’Neil report on this Form 4?

Sean Bradley O’Neil reported exercising restricted stock units into ONITY Group common stock. The transactions reflect routine vesting of performance-based and time-based awards, with a portion of the resulting shares withheld to cover tax obligations rather than sold in the open market.

How many restricted stock units vested for ONIT’s CFO in this filing?

A total of 12,683 performance-based restricted stock units and 3,799 time-based restricted stock units vested for ONITY Group’s CFO. Each unit represented a contingent right to receive one share of ONIT common stock upon vesting, subject to the original award conditions and schedules.

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

No open-market sales were reported. Shares labeled with transaction code “F” were withheld at $39.67 per share to cover tax obligations associated with the vesting and settlement of restricted stock units, rather than being sold in discretionary market transactions.

How many ONIT shares were withheld for taxes from the CFO’s award vesting?

A total of 6,486 ONITY Group common shares were withheld for taxes, consisting of 4,991 shares and 1,495 shares withheld at $39.67 per share, pursuant to the terms of the equity awards and applicable tax withholding requirements disclosed in the Form 4.

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

Following the reported exercises and tax-withholding dispositions, Sean Bradley O’Neil directly holds 61,429 shares of ONITY Group common stock. This figure reflects his post-transaction direct ownership as of the April 3, 2026 transactions reported in the Form 4 filing.

What performance conditions applied to part of the ONIT restricted stock units?

The performance-based restricted stock units granted on April 3, 2023 could vest between 0% and 200% of a target 11,396 units. Vesting depended on ONITY Group’s absolute total shareholder return ranking versus a pre-established peer group at designated measurement periods.