ONIT CEO exercises RSUs, shares withheld for taxes

Rhea-AI Filing Summary

ONITY GROUP INC. President and CEO Glen A. Messina exercised restricted stock units that converted into 25,513 shares of common stock. These units were part of a 76,540 RSU grant from March 29, 2024 that vests in three equal annual installments.

To satisfy tax withholding obligations related to this vesting, 10,039 common shares were withheld at a price of $37.54 per share, which is a non-market, tax-related disposition rather than an open-market sale. After these transactions, Messina directly owns 394,802 common shares, including 23,554 shares held jointly with his spouse.

Insider Trade Summary

25,513 shares exercised/converted

Exercise 3 txns

Insider Messina Glen A.

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	25,513	$0.00	$0.00
Exercise	Common Stock	25,513	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,039	$37.54	$377K

Holdings After Transaction: Restricted Stock Units — 25,514 contracts (Direct); Common Stock — 394,802 shares (Direct)

Footnotes (4)

1. F1. On March 29, 2024, the reporting person was granted 76,540 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. F2. Includes 23,554 shares held jointly with spouse.
3. F3. Shares withheld pursuant to terms of the award to cover tax withholding obligations.
4. F4. Not applicable.

Key Figures

RSUs exercised: 25,513 units Common shares acquired from RSUs: 25,513 shares Shares withheld for taxes: 10,039 shares +4 more

7 metrics

RSUs exercised 25,513 units Converted into common stock on March 29, 2026

Common shares acquired from RSUs 25,513 shares Resulting from RSU exercise/conversion

Shares withheld for taxes 10,039 shares Tax withholding disposition at $37.54 per share

Tax withholding price $37.54 per share Value used for shares withheld for tax obligations

Shares owned after transaction 394,802 shares Direct ONIT common stock holdings following Form 4 transactions

Jointly held shares with spouse 23,554 shares Included within total direct common stock holdings

Original RSU grant 76,540 units Granted March 29, 2024, vesting in three equal annual installments

Key Terms

Restricted Stock Units, derivative security, tax withholding obligations, Exercise or conversion of derivative security

4 terms

Restricted Stock Units financial

"the reporting person was granted 76,540 restricted stock units scheduled to vest in three equal annual installments"

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.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

tax withholding obligations financial

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

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

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 transaction?

Glen A. Messina reported exercising restricted stock units into 25,513 shares of ONIT common stock. These shares came from a 76,540 RSU grant dated March 29, 2024 that vests in three equal annual installments, subject to continued employment and other conditions.

Were any of Glen A. Messina’s ONIT shares sold in the open market?

The filing shows no open-market sale of ONIT shares. Instead, 10,039 shares were withheld at $37.54 per share to cover tax withholding obligations tied to the RSU vesting, a routine, non-market disposition required under the terms of the award.

How many ONIT shares does Glen A. Messina own after these Form 4 transactions?

After the reported transactions, Glen A. Messina directly owns 394,802 ONIT common shares. This total includes 23,554 shares held jointly with his spouse, as disclosed in the footnotes, providing context for his overall direct equity position in the company.

What is the background of the restricted stock units exercised by ONIT’s CEO?

On March 29, 2024, Messina was granted 76,540 restricted stock units that vest in three equal annual installments. Each RSU converts into one ONIT common share upon vesting, contingent on his continued employment and satisfaction of specified conditions in the award.

How many ONIT shares were used for tax withholding in this Form 4 filing?

The filing shows that 10,039 ONIT common shares were withheld to cover tax obligations. These shares were valued at $37.54 per share for withholding purposes, reflecting a standard mechanism where the issuer retains a portion of vested shares to satisfy tax liabilities.

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

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Accepted by SEC EDGAR 03/31/2026 - 04:15 PM Learn about SEC filing dates

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)
03/29/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/29/2026		M		25,513	A	(1)	404,841	D(2)
Common Stock	03/29/2026		F		10,039	D(3)	$37.54	394,802	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/29/2026		M			25,513	(1)	(4)	Common Stock	25,513	$0	25,514	D

Explanation of Responses:

1. On March 29, 2024, the reporting person was granted 76,540 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.

	/s/ Leah E. Hutton, Attorney-in-Fact for Glen Messina	03/31/2026
	** 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)