ZELENY DENNIS 4

4 · ONITY GROUP INC. · Filed Apr 7, 2026

AI-generated summary of this filing

Updated Apr 7, 2026

ONITY (ONIT) EVP Dennis Zeleny Vests RSUs; Shares Withheld

What Happened

Dennis Zeleny, Executive Vice President & Chief Administrative Officer of Onity Group Inc. (ONIT), had restricted stock units (RSUs) convert to common shares on April 3, 2026. A total of 15,212 RSUs vested (11,706 from a performance award and 3,506 from a time‑based award). To cover tax withholding obligations, 4,606 shares and 1,380 shares (total 5,986 shares) were withheld at $39.67 per share, generating $182,720 and $54,745 respectively (total $237,465). The RSU conversions show $0.00 exercise price, consistent with RSUs converting to shares rather than an option purchase.

Key Details

Transaction date: April 3, 2026; Form 4 filed April 7, 2026 (timely within required filing window).
Vesting: 11,706 RSUs vested from a 2023 performance award; 3,506 RSUs vested as the scheduled installment of a 2023 time‑based award (total 15,212 shares acquired).
Tax withholding: 4,606 and 1,380 shares withheld (total 5,986) at $39.67/share, netting $237,465 to cover tax obligations (reported as dispositions with code F).
Shares owned after transaction: not specified in the provided filing data.
Footnotes: the performance award (granted Apr 3, 2023) could pay between 0–200% of target based on TSR vs peers; each RSU equals one contingent share on vesting.

Context

This appears to be routine RSU vesting with company withholding to satisfy payroll/tax obligations, not an open‑market sale. The RSUs converted at $0 exercise price (typical for RSUs), and withheld shares were surrendered to cover taxes rather than sold in an open market transaction.

Form 4

Period: 2026-04-03

EVP & Chief Admin Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-04-03+11,706→ 40,713 total
Tax Payment
Common Stock
[F2]
2026-04-03$39.67/sh−4,606$182,720→ 36,107 total
Exercise/Conversion
Common Stock
[F3]
2026-04-03+3,506→ 39,613 total
Tax Payment
Common Stock
[F2]
2026-04-03$39.67/sh−1,380$54,745→ 38,233 total
Exercise/Conversion
Restricted Stock Units
[F4][F1][F5]
2026-04-03−11,706→ 0 total
→ Common Stock (11,706 underlying)
Exercise/Conversion
Restricted Stock Units
[F4][F3][F5]
2026-04-03−3,506→ 0 total
→ Common Stock (3,506 underlying)

Footnotes (5)

[F1]On April 3, 2023, the reporting person was granted 10,519 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. The target number of units subject to the award is reported above. Between 0% and 200% of the target number of units would be eligible to vest on April 3, 2026 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. 11,706 restricted stock units vested pursuant to the award on April 3, 2026.
[F2]Shares withheld pursuant to terms of the award to cover tax withholding obligations.
[F3]On April 3, 2023, the reporting person was granted 10,518 restricted stock units scheduled to vest in three approximately equal annual installments on the first, second, and third anniversaries of grant, subject to the reporting person's continued employment and certain other conditions.
[F4]Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the vesting date.
[F5]Not applicable.

Signature

/s/ Leah E. Hutton, Attorney-in-Fact for Dennis Zeleny|2026-04-07

1 file