ONITY GROUP INC. — Director's Dealing 2024

Mar 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCWEN FINANCIAL CORP (OCN)
CIK: 0000873860
Period of Report: 2024-03-02

Reporting Person: Samarias Joseph J (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-02	Common Stock	M	1760	—	Acquired	8859	Direct
2024-03-02	Common Stock	F	677	$26.10	Disposed	8182	Direct
2024-03-02	Common Stock	M	5758	—	Acquired	13940	Direct
2024-03-02	Common Stock	F	2432	$26.10	Disposed	11508	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-02	Restricted Stock Units	$	M	1760	Disposed		Common Stock (1760)	Direct
2024-03-02	Restricted Stock Units	$	M	5758	Disposed		Common Stock (5758)	Direct

Footnotes

F1: On March 2, 2021, the reporting person was granted 5,278 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant. Each restricted stock unit represents a contingent right to receive one share of OCN common stock on the vesting date.

F2: Shares withheld pursuant to terms of the award to cover tax withholding obligations.

F3: On March 2, 2021, the reporting person was granted 5,279 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. On March 2, 2024, the award vested at 109% of target 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.

F4: Not applicable.