Onity CEO receives RSUs, withholds shares for tax

Onity Group Inc. President & CEO Glen A. Messina reported compensation-related equity activity centered on restricted stock units.

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Rhea-AI Filing Summary

Onity Group Inc. President & CEO Glen A. Messina reported compensation-related equity activity centered on restricted stock units. He exercised 22,341 RSUs granted in 2025 into the same number of common shares, with 8,791 shares withheld at $37.75 per share to cover tax obligations.

Following these transactions, he holds 379,328 shares of common stock directly, including 23,554 shares held jointly with his spouse. On March 15, 2026 he also received two new RSU awards of 53,699 units each, one time-based and one performance-based, which will vest over future years if conditions are met.

Insider Trade Summary

22,341 shares exercised/converted

Exercise 5 txns

Insider Messina Glen A.

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	22,341	$0.00	$0.00
Grant/Award	Restricted Stock Units	53,699	$0.00	$0.00
Grant/Award	Restricted Stock Units	53,699	$0.00	$0.00
Exercise	Common Stock	22,341	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,791	$37.75	$332K

Holdings After Transaction: Restricted Stock Units — 152,081 contracts (Direct); Common Stock — 379,328 shares (Direct)

Footnotes (6)

F1. On March 15, 2025, the reporting person was granted 67,024 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 one share of ONIT common stock on the applicable vesting date.
F2. Includes 23,554 shares held jointly with spouse.
F3. Shares withheld pursuant to terms of the award to cover tax withholding obligations.
F4. Not applicable.
F5. On March 15, 2026, the reporting person was granted53,699 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 one share of ONIT common stock on the applicable vesting date.
F6. On March 15, 2026, the reporting person was granted 53,699 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.

FAQ

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What equity transactions did Onity Group (ONIT) CEO Glen Messina report?

Glen A. Messina reported exercising 22,341 restricted stock units into common shares and having 8,791 shares withheld at $37.75 to cover taxes. He also received two new grants of 53,699 RSUs each, tied to future time-based and performance conditions.

How many Onity Group (ONIT) shares does the CEO hold after this Form 4?

After these transactions, Glen A. Messina holds 379,328 shares of Onity Group common stock directly. This total includes 23,554 shares held jointly with his spouse, as disclosed in the footnotes, providing context for his overall equity exposure to the company.

Were Glen Messina’s Onity Group (ONIT) transactions open-market buys or sells?

None of the reported transactions were open-market buys or sells. The filing shows an RSU vesting and option-like exercise, shares withheld for tax obligations, and new RSU grants. These are compensation and tax events rather than discretionary market purchases or sales.

What new restricted stock units did the Onity Group (ONIT) CEO receive?

On March 15, 2026, Glen A. Messina received two awards of 53,699 restricted stock units each. One award vests in three annual installments, while the other is performance-based and can pay out between 0% and 200% of target in 2029, subject to shareholder return metrics.

How were taxes handled on the CEO’s vested Onity Group (ONIT) RSUs?

To cover tax obligations from the RSU vesting, 8,791 shares of Onity Group common stock were withheld at $37.75 per share. The footnotes state this withholding followed the award’s terms, making it a non-market disposition rather than a voluntary sale on an exchange.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/17/2026 - 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^*

Messina Glen A.

(Last)

(First)

(Middle)

1661 WORTHINGTON ROAD, SUITE 100

(Street)

WEST PALM BEACH

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)

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

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)
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	03/15/2026		M		22,341	A	⁽¹⁾	388,119	D⁽²⁾
Common Stock	03/15/2026		F		8,791	D⁽³⁾	$37.75	379,328	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	⁽¹⁾	03/15/2026		M			22,341	⁽¹⁾	⁽⁴⁾	Common Stock	22,341	$0	44,683	D
Restricted Stock Units	⁽⁵⁾	03/15/2026		A		53,699		⁽⁵⁾	⁽⁴⁾	Common Stock	53,699	$0	53,699	D
Restricted Stock Units	⁽⁶⁾	03/15/2026		A		53,699		⁽⁶⁾	⁽⁴⁾	Common Stock	53,699	$0	53,699	D

Explanation of Responses:

1. On March 15, 2025, the reporting person was granted 67,024 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 one share of ONIT common stock on the applicable vesting date.

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

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

4. Not applicable.

5. On March 15, 2026, the reporting person was granted53,699 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 one share of ONIT common stock on the applicable vesting date.

6. On March 15, 2026, the reporting person was granted 53,699 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 Glen A. Messina	03/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR