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: ZELENY DENNIS (EVP & Chief Admin Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-02	Common Stock	M	2316	—	Acquired	6432	Direct
2024-03-02	Common Stock	F	891	$26.10	Disposed	5541	Direct
2024-03-02	Common Stock	M	7577	—	Acquired	13118	Direct
2024-03-02	Common Stock	F	3085	$26.10	Disposed	10033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-02	Restricted Stock Units	$	M	2316	Disposed		Common Stock (2316)	Direct
2024-03-02	Restricted Stock Units	$	M	7577	Disposed		Common Stock (7577)	Direct

Footnotes

F1: On March 2, 2021, the reporting person was granted 6,946 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 6,947 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.