Onity Group (ONIT) EVP granted time- and performance-based cash-settled RSUs

Rhea-AI Filing Summary

ONITY GROUP INC. executive Joseph J. Samarias reported routine equity-based compensation activity. On March 15, 2026, 1,638 previously granted restricted stock units vested and were settled in cash based on the ONIT common stock closing price of $37.75 on March 13, 2026.

On the same date, he received two new awards: 3,937 restricted stock units that vest in three equal annual installments starting on March 15, 2027, and 3,938 restricted stock units subject to both performance and time-based vesting, with 0–200% of the target eligible to vest on March 15, 2029 based on relative total shareholder return. Following these transactions, he directly holds 21,763 shares of ONIT common stock.

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^*

Samarias Joseph J

(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 Legal 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		1,638	A	(1)	23,401	D
Common Stock	03/15/2026		D		1,638	D	(1)	21,763	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			1,638	(1)	(2)	Common Stock	1,638	$0	3,277	D
Restricted Stock Units	(3)	03/15/2026		A		3,937		(3)	(2)	Common Stock	3,937	$0	3,937	D
Restricted Stock Units	(4)	03/15/2026		A		3,938		(4)	(2)	Common Stock	3,938	$0	3,938	D

Explanation of Responses:

1. On March 15, 2025, the reporting person was granted 4,915 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 1,638 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 3,937 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 3,938 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 period.

	/s/ Leah E. Hutton, Attorney-in-Fact for Joseph J. Samarias	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).
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FAQ

What insider transactions did ONITY GROUP INC. (ONIT) report for Joseph J. Samarias?

ONITY GROUP INC. reported that EVP & Chief Legal Officer Joseph J. Samarias had 1,638 restricted stock units vest and settle in cash, and received two new restricted stock unit awards totaling 7,875 units on March 15, 2026.

How many restricted stock units vested for ONIT executive Joseph J. Samarias?

On March 15, 2026, 1,638 restricted stock units previously granted to ONIT executive Joseph J. Samarias vested. They were settled in cash, with the payment based on the ONIT common stock closing price of $37.75 on March 13, 2026.

What new restricted stock unit awards did ONIT grant to Joseph J. Samarias?

ONIT granted Joseph J. Samarias 3,937 restricted stock units vesting in three equal annual installments, and 3,938 performance-based restricted stock units. Between 0% and 200% of the performance-based target can vest on March 15, 2029, depending on relative total shareholder return.

Are Joseph J. Samarias’s ONIT restricted stock units share-settled or cash-settled?

Each restricted stock unit reported for Joseph J. Samarias represents a contingent right to receive a cash payment. The cash amount equals the closing price of one share of ONIT common stock on the applicable vesting date, rather than delivery of actual shares.

How many ONIT common shares does Joseph J. Samarias hold after these Form 4 transactions?

After the reported March 15, 2026 transactions, Joseph J. Samarias directly holds 21,763 shares of ONIT common stock. This figure reflects his position following the vesting-related settlement and the recording of the new restricted stock unit awards.

What performance conditions apply to Joseph J. Samarias’s ONIT performance-based RSUs?

The 3,938 performance-based restricted stock units for Joseph J. Samarias can vest between 0% and 200% of target on March 15, 2029. Vesting depends on ONIT’s absolute total shareholder return ranking versus a pre-established peer group over a designated measurement period.