ZELENY DENNIS 4

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.