Onity Group (ONIT) CLO exercises 1,913 RSUs; 753 shares withheld for tax

Rhea-AI Filing Summary

ONITY GROUP INC. executive Joseph J. Samarias, EVP & Chief Legal Officer, exercised 1,913 restricted stock units into 1,913 shares of common stock on March 29, 2026. A separate transaction shows 753 shares of common stock withheld at $37.54 per share to cover tax withholding obligations under the award terms.

Following these compensation-related transactions, Samarias directly holds 22,923 shares of ONITY common stock. The restricted stock units were part of a grant of 5,740 units awarded on March 29, 2024, scheduled to vest in three equal annual installments subject to continued employment and other conditions.

Insider Trade Summary

1,913 shares exercised/converted

Mixed 3 txns

Insider Samarias Joseph J

Role EVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,913	$0.00	--
Exercise	Common Stock	1,913	$0.00	--
Tax Withholding	Common Stock	753	$37.54	$28K

Holdings After Transaction: Restricted Stock Units — 1,914 shares (Direct); Common Stock — 23,676 shares (Direct)

Footnotes (1)

1. On March 29, 2024, the reporting person was granted 5,740 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant subject to continued employment and certain other conditions. Each restricted stock unit represents a contingent right to receive one share of common stock on the vesting date. Shares withheld pursuant to terms of the award to cover tax withholding obligations. Not applicable.

Key Figures

RSUs exercised: 1,913 units Shares from RSU conversion: 1,913 shares Shares withheld for taxes: 753 shares +4 more

7 metrics

RSUs exercised 1,913 units Restricted Stock Units converted to common stock on March 29, 2026

Shares from RSU conversion 1,913 shares Common stock received from RSU vesting on March 29, 2026

Shares withheld for taxes 753 shares Common stock withheld to cover tax obligations at $37.54 per share

Tax withholding price $37.54 per share Price applied to 753 withheld common shares

Post-transaction holdings 22,923 shares Common stock directly owned by Samarias after transactions

Original RSU grant 5,740 units Restricted stock units granted on March 29, 2024

Vesting schedule 3 equal annual installments RSUs vest on first, second, and third anniversaries of March 29, 2024 grant

Key Terms

Restricted Stock Units, tax withholding obligations, contingent right, annual installments

4 terms

Restricted Stock Units financial

"the reporting person was granted 5,740 restricted stock units scheduled to vest"

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.

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"

annual installments financial

"scheduled to vest in three equal annual installments on the first, second, and third anniversaries"

Form 4 Insider Transactions: What Each Field Means →

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^*

Samarias Joseph J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Legal Officer

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		1,913	A	(1)	23,676	D
Common Stock	03/29/2026		F		753	D(2)	$37.54	22,923	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)	03/29/2026		M			1,913	(1)	(3)	Common Stock	1,913	$0	1,914	D

Explanation of Responses:

1. On March 29, 2024, the reporting person was granted 5,740 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant subject to continued employment and certain other conditions. Each restricted stock unit represents a contingent right to receive one share of common stock on the vesting date.

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

3. Not applicable.

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

FAQ

What insider transaction did ONIT executive Joseph J. Samarias report?

Joseph J. Samarias exercised 1,913 restricted stock units into 1,913 common shares and had 753 common shares withheld for taxes. These actions reflect routine equity compensation activity rather than open-market buying or selling of ONITY GROUP INC. stock.

How many ONIT shares does Joseph J. Samarias own after these transactions?

After the reported transactions, Joseph J. Samarias directly owns 22,923 shares of ONITY GROUP INC. common stock. This total reflects the RSU conversion into common shares and the separate share withholding for tax obligations under the equity award terms.

Why were 753 ONIT common shares disposed of in this Form 4 filing?

The 753 ONITY GROUP INC. common shares were withheld to cover tax withholding obligations related to the equity award. The filing notes the shares were withheld pursuant to the award’s terms, so this is a tax payment mechanism, not an open-market sale decision.

What are the terms of Joseph J. Samarias’s ONIT restricted stock unit grant?

On March 29, 2024, Samarias received 5,740 restricted stock units that vest in three equal annual installments on the first, second, and third anniversaries of grant. Each unit represents a contingent right to receive one ONITY common share upon vesting.

How many ONIT restricted stock units vested for Joseph J. Samarias in this event?

In this event, 1,913 restricted stock units converted into 1,913 ONITY GROUP INC. common shares. This amount aligns with one-third of the original 5,740-unit grant scheduled to vest annually over three years, subject to continued employment and other conditions.