ONITY GROUP INC. 8-K

What Happened

• On December 30, 2025, Onity Group Inc. (ONIT) announced the appointment of Dawn C. Morris to its Board of Directors, effective January 1, 2026. The Board temporarily increased to nine directors with her appointment. The Board has determined Ms. Morris is an independent director under NYSE and SEC standards.
• Director Jenne Britell notified the Company she will not stand for re-election at the 2026 annual meeting (currently scheduled for May 19, 2026) and will continue to serve until that meeting. The Board will reduce its size to seven immediately prior to the start of the 2026 annual shareholder meeting to reflect the planned departures of Dr. Britell and Dr. DeForest B. Soaries, Jr., who previously announced his intention to retire at that time.

Key Details

• Effective date of new director: January 1, 2026 (appointment announced Dec 30, 2025).
• Temporary Board size upon appointment: nine directors; planned size before 2026 annual meeting: seven directors.
• New director profile: Dawn C. Morris, 58; Founder & CEO of Growth Partners Group, former Army Captain (West Point class of 1990), former Chief Digital & Marketing Officer at First Horizon (Sep 2018–Jan 2020), and current board member of America’s Car-Mart (since Apr 2021), First Financial Bancorp (since May 2023), and Skycrest Roof Co. (since Jan 2025).
• Compensation and agreements: Ms. Morris will receive non-management director pay per the Company’s 2025 proxy and will enter the Company’s standard indemnification agreement. The Company reported no related-party transactions or special arrangements in her selection.

Why It Matters

• Board composition and independence: The appointment adds an experienced, independent director with digital, marketing and financial services experience, which may influence governance and oversight priorities. Investors should note the Board’s independence determination and that committee assignments will be set later.
• Near-term governance change: Two directors will depart around the 2026 annual meeting, reducing the Board size to seven; timing and continuity of director transitions can affect strategic oversight and investor confidence. The Company stated Dr. Britell’s departure is not due to any disagreement with the Company.