Form 8-K

8-K — ONITY GROUP INC.

Accession: 0001493152-26-026737

Filed: 2026-06-02

Period: 2026-05-28

CIK: 0000873860

SIC: 6162 (MORTGAGE BANKERS & LOAN CORRESPONDENTS)

Item: Other Events

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 28, 2026

ONITY GROUP INC.

(Exact

name of registrant as specified in its charter)

Florida

1-13219

65-0039856

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

Identification

No.)

1661

Worthington Road, Suite 100

West

Palm Beach, Florida 33409

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (561) 682-8000

Not

applicable.

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.01 Par Value

ONIT

New

York Stock Exchange (NYSE)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01

Other

Events.

Regulatory

Approval of Reverse Asset Sale

May 28, 2026, Onity Group Inc. (together with its wholly owned subsidiary Onity Mortgage Corporation,

“Onity” or the “Company”) received regulatory approval of the sale to Finance of America Reverse LLC (“FAR”)

of Onity’s reverse mortgage servicing portfolio and certain reverse originations assets. As previously disclosed, Onity has agreed

to sell reverse mortgage servicing rights comprised of approximately 20,000 Ginnie Mae home equity conversion mortgage loans with an

unpaid principal balance of $5.1 billion as of March 31, 2026. FAR will also acquire Onity’s pipeline of reverse mortgage loans

as of the transaction closing date and the parties will enter into a three-year subservicing arrangement.

The

transaction remains subject to customary closing conditions.

The Company will provide an update on the anticipated closing date at a later time.

Authorization

of Share Repurchase Program

June 1, 2026, Onity’s Board of Directors authorized a share repurchase program for an aggregate amount of up to $20.0 million of

the Company’s issued and outstanding shares of common stock. Under the program, Onity is authorized to repurchase shares through

open market purchases. The timing and execution of any share repurchases are subject to market conditions, among other factors, and the

Company may modify, discontinue or suspend the repurchase program at any time. Any shares repurchased will be retired and canceled. Unless

Onity amends the share repurchase program or repurchases the full $20.0 million amount by an earlier date, the share repurchase program

will continue through June 2027. No assurances can be given as to the amount of shares, if any, that the Company may repurchase in any

given period.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release of Onity Group Inc. dated June 2, 2026

104

Cover

Page Interactive Data File formatted in online XBRL (included as Exhibit 101)

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference

to a future period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as

“expect”, “believe”, “foresee”, “anticipate”, “intend”, “estimate”,

“goal”, “strategy”, “plan” “target” and “project” or conditional verbs such

as “will”, “may”, “should”, “could” or “would” or the negative of these terms,

although not all forward-looking statements contain these words, and includes statements in this press release regarding the closing

of Onity’s transaction with FAR as well as Onity’s announced share repurchase program.

Forward-looking

statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past,

actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could

cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the

ability of the parties to the FAR transaction to satisfy remaining closing conditions, the timeline for closing of the FAR transaction,

and the amount of assets transferred at closing, the timing, duration, amount and price of share repurchases under the share repurchase

program, changes in market conditions, the industry in which we operate, and our business, the actions of governmental entities and regulators,

developments in our litigation matters, and other risks and uncertainties detailed in our reports and filings with the SEC, including

our annual report on Form 10-K for the year ended December 31, 2025 and any current report or quarterly report filed with the SEC since

such date. Anyone wishing to understand Onity’s business should review our SEC filings. Our forward-looking statements speak only

as of the date they are made and, we disclaim any obligation to update or revise forward-looking statements whether as a result of new

information, future events or otherwise.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned, hereunto duly authorized.

ONITY

GROUP INC.

(Registrant)

Date:

June 2, 2026

By:

/s/

Sean B. O’Neil

Sean

B. O’Neil

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

ONITY

GROUP PROVIDES UPDATE ON REVERSE TRANSACTION AND ANNOUNCES SHARE REPURCHASE PROGRAM

Receives

regulatory approval for transaction with Finance of America Reverse

Initiates

share repurchase program for up to $20 million

West

Palm Beach, FL – (June 2, 2026) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”)

today announced two important updates regarding its previously announced reverse mortgage transaction and capital allocation plans.

Finance

of America Reverse Transaction

May 28, 2026, Onity received regulatory approval for the sale of the Company’s reverse mortgage servicing portfolio and certain

reverse originations assets to Finance of America Reverse LLC (“FAR”).

previously disclosed, and after revising the transaction based on discussions with Ginnie Mae, Onity has agreed to sell reverse mortgage

servicing rights (“MSRs”) comprised of approximately 20,000 Ginnie Mae home equity conversion mortgage loans with an unpaid

principal balance of $5.1 billion as of March 31, 2026. Onity will become the subservicer for the reverse MSRs sold to FAR under a three-year

subservicing agreement.

Upon

closing, FAR also will acquire Onity’s pipeline of reverse mortgage loans as of the transaction closing date and the Company will

discontinue originating reverse mortgage loans.

The

net proceeds from the transaction are expected to be $70 to $80 million, based on book value of the assets as of April 30, 2026.

Glen

A. Messina, Onity Group Chair, President and CEO, said “We are pleased to have received regulatory approval for this transaction,

an important step toward repositioning our participation in the reverse mortgage market. This strategic transaction will establish a

significant subservicing relationship with FAR, a reverse market leader, help simplify our business, and enable increased focus on more

substantial growth and earnings opportunities.”

The

transaction remains subject to customary closing conditions. The Company will provide an update on the anticipated closing date at a

later time.

Repurchase Program

June 1, 2026, Onity’s Board of Directors authorized a share repurchase program for an aggregate amount of up to $20 million of

the Company’s issued and outstanding shares of common stock. Under the program, Onity is authorized to repurchase shares through

open market purchases. The timing and execution of any share repurchases are subject to market conditions, among other factors, and the

Company may modify, discontinue or suspend the repurchase program at any time. Unless Onity amends the share repurchase program or repurchases

the full $20 million amount by an earlier date, the share repurchase program will continue through June 2027. No assurances can be given

as to the amount of shares, if any, that the Company may repurchase in any given period.

Messina

commented, “Our share repurchase program reflects our intent to deploy capital in a disciplined and strategic manner with the goal

of delivering meaningful returns to our shareholders. We believe this initiative will enhance long-term shareholder value and underscore

our confidence in Onity’s future.”

About

Onity Group

Onity

Group Inc. (NYSE: ONIT) is a leading non-bank financial services company delivering mortgage servicing and originations solutions through

Onity Mortgage Corporation. As one of the largest mortgage servicers in the country, we help consumers and business clients achieve their

homeownership and financial goals with a wide range of servicing and lending programs powered by a technology-enabled, customer-centric

platform. Headquartered in West Palm Beach, Florida, with offices and operations in the United States, the U.S. Virgin Islands, India

and the Philippines, we have been serving our customers since 1988. For additional information, please visit onitygroup.com or

onitymortgage.com.

Forward

Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by a reference to a future

period or by the use of forward-looking terminology. Forward-looking statements are typically identified by words such as “expect”,

“believe”, “foresee”, “anticipate”, “intend”, “estimate”, “goal”,

“strategy”, “plan” “target” and “project” or conditional verbs such as “will”,

“may”, “should”, “could” or “would” or the negative of these terms, although not all

forward-looking statements contain these words, and includes statements in this press release regarding the closing of Onity’s

transaction with FAR, the future of Onity’s relationship with FAR and participation in the reverse market, and the Company’s

ability to increase focus on markets, products and services that support growth and earnings potential. In addition, these statements

relate to Onity’s announced share repurchase program, the intent of Onity’s capital deployment activities, and the impact

of the repurchase program on long-term shareholder value.

Forward-looking

statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. In the past,

actual results have differed from those suggested by forward looking statements and this may happen again. Important factors that could

cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the

ability of the parties to the FAR transaction to satisfy remaining closing conditions, the timeline for closing of the FAR transaction,

and the amount of assets transferred at closing, the timing, duration, amount and price of share repurchases under the share repurchase

program, the long-term impact of the share repurchases on Onity’s share price, changes in FAR’s business or financial condition,

changes in market conditions, the industry in which we operate, and our business, the actions of governmental entities and regulators,

developments in our litigation matters, and other risks and uncertainties detailed in our reports and filings with the SEC, including

our annual report on Form 10-K for the year ended December 31, 2025 and any current report or quarterly report filed with the SEC since

such date. Anyone wishing to understand Onity’s business should review our SEC filings. Our forward-looking statements speak only

as of the date they are made and, we disclaim any obligation to update or revise forward-looking statements whether as a result of new

information, future events or otherwise.

For

Further Information Contact:

Investors:

Valerie

Haertel, VP, Investor Relations

(561)

570-2969

shareholderrelations@onitygroup.com

Media:

Dico

Akseraylian, SVP, Corporate Communications

(856)

917-0066

mediarelations@onitygroup.com

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May 28, 2026

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