Onity Group (ONIT) EVP granted cash-settled RSU awards

Rhea-AI Filing Summary

ONITY GROUP INC. executive Dennis Zeleny reported routine compensation-related transactions involving restricted stock units and common stock. On March 15, 2026, 2,978 restricted stock units vested and were settled in cash based on the ONIT closing price of $37.75 on March 13, 2026, while a matching 2,978-share entry shows an exercise into common stock followed by a disposition of the same number of shares back to the issuer, resulting in no open-market trade. Zeleny was also granted 8,949 time-based restricted stock units and 8,950 performance-based restricted stock units, each representing a contingent right to a future cash payment linked to ONIT’s share price, with the performance units eligible to vest on March 15, 2029 based on relative total shareholder return.

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^*

ZELENY DENNIS

(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 Admin. 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		2,978	A	(1)	29,664	D
Common Stock	03/15/2026		D		2,978	D	(1)	26,686	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			2,978	(1)	(2)	Common Stock	2,978	$0	5,958	D
Restricted Stock Units	(3)	03/15/2026		A		8,949		(3)	(2)	Common Stock	8,949	$0	8,949	D
Restricted Stock Units	(4)	03/15/2026		A		8,950		(4)	(2)	Common Stock	8,950	$0	8,950	D

Explanation of Responses:

1. On March 15, 2025, the reporting person was granted 8,936 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 2,978 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 8,949 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 8,950 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 Dennis Zeleny	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 executive Dennis Zeleny report on this Form 4?

Dennis Zeleny reported settlement of 2,978 vested restricted stock units in cash and matching common stock entries showing an exercise and disposition back to the issuer. He also received two new restricted stock unit awards tied to future cash payments based on ONIT’s share price.

Did Dennis Zeleny buy or sell ONIT common stock in the open market?

No open-market purchases or sales were reported. The filing shows an exercise of 2,978 units into common stock and a corresponding disposition of the same number of shares to the issuer, reflecting cash settlement of vested restricted stock units rather than market trading activity.

What new restricted stock unit grants did ONIT award to Dennis Zeleny?

On March 15, 2026, Dennis Zeleny was granted 8,949 time-based restricted stock units and 8,950 performance-based restricted stock units. Each unit represents a contingent right to a future cash payment equal to the closing price of one ONIT share on the applicable vesting date.

How do the performance-based restricted stock units for ONIT’s Dennis Zeleny vest?

The 8,950 performance-based restricted stock units may vest on March 15, 2029. Between 0% and 200% of the target number can vest based on ONITY GROUP INC.’s absolute total shareholder return versus a pre-established peer group over designated measurement periods.

How are Dennis Zeleny’s restricted stock units in ONIT settled?

Each restricted stock unit is settled in cash, not shares, equal to the closing price of one ONIT common share on the applicable vesting date. The Form 4 notes that 2,978 units vested and were settled in cash using a closing price of $37.75 on March 13, 2026.

What does the Form 4 reveal about Dennis Zeleny’s ONIT holdings after these transactions?

After the reported transactions, Dennis Zeleny directly held 26,686 ONIT common shares, according to the filing. He also held newly granted time-based and performance-based restricted stock units, which represent contingent rights to future cash payments rather than current share ownership.