ONITY GROUP INC. — Director's Dealing 2024

Apr 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2024-03-29

Reporting Person: Evans Jenna D. (Chief Risk & Compliance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-31	Common Stock	M	647	—	Acquired	1595	Direct
2024-03-31	Common Stock	D	647	—	Disposed	948	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-31	Restricted Stock Units	$	M	647	Disposed		Common Stock (647)	Direct
2024-03-29	Restricted Stock Units	$	A	4305	Acquired		Common Stock (4305)	Direct
2024-03-29	Restricted Stock Units	$	A	4305	Acquired		Common Stock (4305)	Direct

Footnotes

F1: On March 31, 2022, the reporting person was granted 1,940 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. 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. The transaction reported reflects the settlement in cash pursuant to the terms of the award of 647 restricted stock units that vested pursuant to the award on March 31, 2024. On March 31, 2024, the closing price of OCN common stock was $27.01.

F2: Not applicable.

F3: On March 29, 2024, the reporting person was granted 4,305 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 OCN common stock on the vesting date.

F4: On March 29, 2024, the reporting person was granted 4,305 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. 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.