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ONITY GROUP INC.·4

Mar 17, 4:15 PM ET

Messina Glen A. 4

Research Summary

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ONIT CEO Glen Messina Receives RSU Awards; Withholds Shares for Taxes

What Happened
Glen A. Messina, President, CEO and a director of Onity Group Inc. (ONIT), received equity awards and converted derivatives on March 15, 2026. He was granted two awards of 53,699 restricted stock units (RSUs) each — one time‑based and one performance‑based (cash‑settled PSU). He also converted/exercised 22,341 derivative units into common stock; 8,791 of those shares were withheld to satisfy tax withholding obligations (proceeds/value reported as $331,860).

Key Details

  • Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely filing).
  • Grants: Two awards of 53,699 RSUs each (one time‑based RSU and one performance‑based PSU that vests 0–200% on March 15, 2029 based on relative TSR versus a peer group). Each RSU represents a contingent right to one share (or cash for the PSU).
  • Derivative conversion: 22,341 derivative units converted/exercised into common stock. Of those, 8,791 shares were withheld for tax obligations at $37.75/share (withheld value $331,860). Net shares retained from the conversion = 13,550 (22,341 − 8,791).
  • Price/info: Withheld shares valued at $37.75; grants reported at $0.00 (typical for RSUs/PSUs until settlement). One derivative acquisition entry listed price as N/A (conversion of a derivative).
  • Holdings note: Filing footnote indicates 23,554 shares held jointly with spouse. The filing does not state a full total post-transaction holding.
  • Footnotes of interest: F5 describes the 53,699 time‑based RSUs; F6 describes the 53,699 performance‑based RSUs (cash‑settled, performance horizon to 3/15/2029). F3 confirms shares were withheld to cover tax withholding.

Context
This was primarily an award/grant event (stock-based compensation) plus conversion of derivative units with shares withheld for taxes — a routine, compensation-related insider transaction. The performance award is cash‑settled and may pay 0–200% of target depending on relative total shareholder return at measurement; that makes its ultimate value contingent on future performance. The withholding of shares to cover taxes is common and not the same as an open‑market sale.