ONITY GROUP INC. — Director's Dealing 2025

Apr 2, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONITY GROUP INC. (ONIT)
CIK: 0000873860
Period of Report: 2025-03-29

Reporting Person: Messina Glen A. (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-29	Common Stock	M	25513	—	Acquired	314691	Direct
2025-03-29	Common Stock	F	11823	$31.45	Disposed	302868	Direct
2025-03-31	Common Stock	M	24510	—	Acquired	327378	Direct
2025-03-31	Common Stock	F	11358	$32.32	Disposed	316020	Direct
2025-03-31	Common Stock	M	69353	—	Acquired	385373	Direct
2025-03-31	Common Stock	F	32138	$32.32	Disposed	353235	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-29	Restricted Stock Units	$	M	25513	Disposed		Common Stock (25513)	Direct
2025-03-31	Restricted Stock Units	$	M	24510	Disposed		Common Stock (24510)	Direct
2025-03-31	Restricted Stock Units	$	M	69353	Disposed		Common Stock (69353)	Direct

Footnotes

F1: On March 29, 2024, the reporting person was granted 76,540 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 common stock on the vesting date.

F2: Includes 23,554 shares held jointly with spouse.

F3: Shares withheld pursuant to terms of the award to cover tax withholding obligations.

F4: On March 31, 2022, the reporting person was granted 73,529 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 common stock on the vesting date.

F5: On March 31, 2022, the reporting person was granted 73,529 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 were 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. 69,353 restricted stock units vested pursuant to the award on March 31, 2025.

F6: Not applicable.