ONITY GROUP INC. — Director's Dealing 2024

Apr 5, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2024-04-01

Reporting Person: Peach James Andrew (EVP & Chief Lending Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (751)		Direct
Restricted Stock Units	$		Common Stock (2252)		Direct
Restricted Stock Units	$		Common Stock (2228)		Direct
Restricted Stock Units	$		Common Stock (2228)		Direct
Restricted Stock Units	$		Common Stock (2438)		Direct
Restricted Stock Units	$		Common Stock (4592)		Direct
Restricted Stock Units	$		Common Stock (4592)		Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive a cash payment equal to the closing price of one share of OCN common stock on the applicable vesting date.

F2: On March 31, 2022, the reporting person was granted 2,251 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 March 31, 2022, the reporting person was granted 2,252 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 March 31, 2025 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.

F5: On April 3, 2023, the reporting person was granted 2,228 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.

F6: On April 3, 2023, the reporting person was granted 2,228 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.

F7: On January 1, 2024, the reporting person was granted 2,438 restricted stock units scheduled to vest on September 30, 2024, subject to the reporting person's continued employment and certain other conditions.

F8: Each Restricted Stock Unit represents a contingent right to receive one share of OCN common stock on the applicable vesting date.

F9: On March 29, 2024, the reporting person was granted 4,592 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.

F10: On March 29, 2024, the reporting person was granted 4,592 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 March 29, 2027 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.