What are Glen A. Messina’s ONIT share holdings after these transactions?

Following the RSU vesting and tax-related share withholdings, Messina holds 456,313 ONIT common shares directly. This figure includes 23,554 shares that are held jointly with his spouse, as disclosed in the Form 4 footnotes.

Onity Group CEO gains shares from RSU vesting

Accepted by SEC EDGAR 04/07/2026 - 04:15 PM EDT

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Form Type

Rhea-AI Filing Summary

ONITY GROUP INC. President and CEO Glen A. Messina reported the vesting and settlement of restricted stock units into common stock. On April 3, 2026, 78,043 performance-based restricted stock units and 23,376 time-based restricted stock units were converted into common shares.

To satisfy tax obligations tied to these awards, 30,710 shares and 9,198 shares of common stock were withheld at a price of $39.67 per share. After these transactions, Messina directly owns 456,313 shares of ONIT common stock, which includes 23,554 shares held jointly with his spouse.

Insider Trade Summary

101,419 shares exercised/converted

Exercise 6 txns

Insider Messina Glen A.

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	78,043	$0.00	$0.00
Exercise	Restricted Stock Units	23,376	$0.00	$0.00
Exercise	Common Stock	78,043	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	30,710	$39.67	$1.22M
Exercise	Common Stock	23,376	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	9,198	$39.67	$365K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 456,313 shares (Direct)

Footnotes (6)

F1. On April 3, 2023, the reporting person was granted 70,126 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. 78,043 restricted stock units vested pursuant to the award on April 3, 2026.
F2. Includes 23,554 shares held jointly with spouse.
F3. Shares withheld pursuant to terms of the award to cover tax withholding obligations.
F4. On April 3, 2023, the reporting person was granted 70,126 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.
F5. Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the vesting date.
F6. Not applicable.

Key Figures

Performance RSUs vested: 78,043 units Time-based RSUs converted: 23,376 units Shares withheld for taxes (lot 1): 30,710 shares +5 more

8 metrics

Performance RSUs vested 78,043 units Performance-based restricted stock units vested on April 3, 2026

Time-based RSUs converted 23,376 units Installment from 70,126-unit time-based grant

Shares withheld for taxes (lot 1) 30,710 shares Common stock withheld at $39.67 to cover tax obligations

Shares withheld for taxes (lot 2) 9,198 shares Additional common stock withheld at $39.67 for taxes

Post-transaction holdings 456,313 shares Common stock directly owned after Form 4 transactions

Jointly held with spouse 23,554 shares Portion of post-transaction holdings held jointly with spouse

Tax withholding price $39.67 per share Value used for shares withheld to satisfy tax obligations

Target performance RSUs granted 70,126 units Performance award granted April 3, 2023 with 0–200% payout range

Key Terms

Restricted Stock Units, absolute total shareholder return, performance-based condition, peer group, +2 more

6 terms

Restricted Stock Units financial

"On April 3, 2023, the reporting person was granted 70,126 restricted stock units subject to both a performance-based condition and a time-based vesting schedule."

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 to the absolute total shareholder return of companies within the Issuer's pre-established peer group"

Absolute total shareholder return is the percentage gain or loss a shareholder realizes over a specific period from holding a company's shares, counting both the change in share price and cash distributions (dividends) paid during that period. It is calculated as (ending share price plus dividends received — starting share price) divided by the starting share price, typically expressed as a percentage; it can be reported for any chosen period and is distinct from relative TSR, which measures performance versus a benchmark. It does not by itself adjust for effects such as share dilution, spin-offs, or differing share classes unless those are explicitly incorporated into the calculation.

performance-based condition financial

"the reporting person was granted 70,126 restricted stock units subject to both a performance-based condition and a time-based vesting schedule."

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."

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the vesting date."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ONIT CEO Glen A. Messina report in this Form 4?

Glen A. Messina reported vesting of restricted stock units into ONITY GROUP INC. common stock. The Form 4 shows RSUs converting to shares and related share withholdings used to cover tax obligations associated with those equity awards.

How many performance-based RSUs vested for ONIT CEO Messina?

A total of 78,043 performance-based restricted stock units vested for Glen A. Messina. These units were granted in 2023 with vesting tied to absolute total shareholder return versus a peer group, and vested on April 3, 2026 based on that performance condition.

What time-based RSU award vested for ONIT CEO Glen Messina?

Messina also had 23,376 restricted stock units from a time-based award convert into common stock. This award was part of a 70,126-unit grant scheduled to vest in three approximately equal annual installments, subject to continued employment and other conditions.

How many ONIT shares were withheld to cover taxes on the RSU vesting?

To cover tax withholding obligations from the RSU vesting, 30,710 shares and 9,198 shares of ONIT common stock were withheld. These shares were valued at a price of $39.67 per share, consistent with the terms of the equity award.

How were ONIT performance-based RSUs structured for Glen Messina?

The performance-based RSUs granted on April 3, 2023 had a target 70,126 units, with 0% to 200% of target eligible to vest. Vesting depended on ONIT’s absolute total shareholder return ranking against a pre-established peer group at designated measurement periods.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Messina Glen A.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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		78,043	A	⁽¹⁾	472,845	D⁽²⁾
Common Stock	04/03/2026		F		30,710	D⁽³⁾	$39.67	442,135	D⁽²⁾
Common Stock	04/03/2026		M		23,376	A	⁽⁴⁾	465,511	D⁽²⁾
Common Stock	04/03/2026		F		9,198	D⁽³⁾	$39.67	456,313	D⁽²⁾

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	⁽⁵⁾	04/03/2026		M			78,043	⁽¹⁾	⁽⁶⁾	Common Stock	78,043	$0	0	D
Restricted Stock Units	⁽⁵⁾	04/03/2026		M			23,376	⁽⁴⁾	⁽⁶⁾	Common Stock	23,376	$0	0	D

Explanation of Responses:

1. On April 3, 2023, the reporting person was granted 70,126 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. 78,043 restricted stock units vested pursuant to the award on April 3, 2026.

2. Includes 23,554 shares held jointly with spouse.

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

4. On April 3, 2023, the reporting person was granted 70,126 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.

5. Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the vesting date.

6. Not applicable.

	/s/ Leah E. Hutton, Attorney-in-Fact for Glen A. Messina	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