ONITY GROUP INC. — Director's Dealing 2023

Apr 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2023-04-03

Reporting Person: Wade Aaron D (EVP & Chief Investment Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-03	Restricted Stock Units	$	A	5259	Acquired		Common Stock (5259)	Direct
2023-04-03	Restricted Stock Units	$	A	5259	Acquired		Common Stock (5259)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of OCN common stock on the vesting date.

F2: On April 3, 2023, the reporting person was granted 5,259 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second, and third anniversaries of grant, subject to the reporting person's continued employment and certain other conditions.

F3: Not applicable.

F4: On April 3, 2023, the reporting person was granted 5,259 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units will be eligible to vest on April 3, 2026 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.