ONITY GROUP INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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Item 15. Exhibits and Financial Statement Schedules
(1) and (2) Financial Statements and Schedules. The information required by this section is contained in the Consolidated Financial Statements of Onity Group Inc. and Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, beginning on Page F-1.
| (3) | Exhibits. |
|---|---|
| 3.1 | Amended and Restated Articles of Incorporation, as amended (20) |
| 3.2 | Amended and Restated Bylaws of Onity Group Inc. (8) |
| 4.1 | Form of Certificate of Common Stock (1) |
| 4.2 | Form of Series B Preferred Stock (18) |
| 4.3 | The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument with respect to the issuance of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries. |
| 4.4 | Description of Common Stock (12) |
| 10.1* | Onity Group Inc. 1998 Annual Incentive Plan, as amended (filed herewith) |
|---|---|
| 10.2* | Onity Group Inc. Deferral Plan for Directors, dated March 7, 2005 (2) |
| 10.3* | Onity Group Inc. 2007 Equity Incentive Plan, dated May 10, 2007 (3) |
| 10.4* | Onity Group Inc. 2017 Performance Incentive Plan, as amended (13) |
| 10.5(b) | Binding Term Sheet dated as of February 22, 2019 between Altisource S.à r.l., Onity Group Inc. and Ocwen Mortgage Servicing, Inc. (7) |
| 10.6 | Services Agreement, dated as of August 10, 2009, by and between Onity Group Inc. and Altisource Solutions S.à r.l., as amended (14) |
| 10.7(d) | Binding Term Sheet among Onity Group Inc., Ocwen USVI Services, LLC and Altisource S.à r.l. dated as of May 5, 2021 (10) |
| 10.8* | Form of Indemnification Agreement (10) |
| 10.9* | Form of Undertaking to Repay Advancement of Indemnification Expenses (5) |
| 10.10(a) | Transfer Agreement dated as of July 23, 2017 by and between Ocwen Loan Servicing, LLC, New Residential Mortgage LLC, Onity Group Inc., and New Residential Investment Corp., as amended (filed herewith) |
| 10.11 (a)(b)(c)(d) | Subservicing Agreement dated as of July 23, 2017 by and between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC, as amended (filed herewith) |
| 10.12(a) (b)(c)(d) | New RMSR Agreement, dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC, as amended (filed herewith) |
| 10.13(a) (b)(c)(d) | Subservicing Agreement dated as of August 17, 2018 between New Penn Financial, LLC and Ocwen Loan Servicing, LLC, as amended (filed herewith) |
| 10.14* | Offer Letter, dated April 17, 2018, between Onity Group Inc. and Glen Messina, as amended (14) |
| 10.15* | Offer Letter dated May 11, 2022 between Onity Group Inc. and Sean O’Neil (4) |
| 10.16* | Form of Director Restricted Stock Unit Agreement (1) |
| 10.17* | Amended and Restated Onity Group Inc. United States Basic Severance Plan (6) |
| 10.18* | Amended and Restated Onity Group Inc. United States Change in Control Severance Plan (6) |
| 10.19* | Onity Group Inc. Executive Nonqualified Deferred Compensation Plan (15) |
| 10.20(c) | Transaction Agreement between Onity Group Inc. and Oaktree Capital Management L.P. and affiliates, dated as of December 21, 2020 (12) |
| 10.21(c) | First Amendment to Transaction Agreement, dated as of March 4, 2021, by and among OCW MAV Holdings, LLC, Onity Group Inc., and affiliates of Oaktree Capital Management L.P. (11) |
| 10.22(c) | Form of Securities Purchase Agreement between Onity Group Inc., Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (12) |
| 10.23 | Form of Registration Rights Agreement between Onity Group Inc., Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (12) |
| 10.24 | Form of Warrant issuable to Opps OCW Holdings, LLC and ROF8 OCW MAV PT, LLC (12) |
| 10.25* | Onity Group Inc. 2021 Equity Incentive Plan, as amended (9) |
| 10.26(c) | Note and Warrant Purchase Agreement, dated as of February 9, 2021, by and among Onity Group Inc., the purchasers signatory thereto, and Oaktree Fund Administration, LLC, as collateral agent (11) |
| 10.27(c) | Second Lien Notes Pledge and Security Agreement, dated as of March 4, 2021, among Onity Group Inc. and Oaktree Fund Administration, LLC (11) |
| 10.28 | Form of $199,500,000 aggregate principal amount Senior Secured Notes due 2027 (11) |
| 10.29 | Form of Warrant issued March 4, 2021 (11) |
| 10.30 | Registration Rights Agreement dated as of March 4, 2021 between Onity Group Inc. and entities managed by Oaktree Capital Management L.P. (11) |
| 10.31 | Registration Rights Agreement dated as of November 1, 2024 between Onity Group Inc. and affiliates of Waterfall Asset Management, LLC (18) |
| 10.32 | First Lien Notes Pledge and Security Agreement dated as of March 4, 2021 among PHH Mortgage Corporation, PHH Corporation, other guarantors thereto, and Wilmington Trust, National Association (11) |
| 10.33(c) | Indenture, dated as of March 4, 2021, among PHH Mortgage Corporation, as the issuer, Onity Group Inc., as the parent, and the other guarantors thereto, and Wilmington Trust, National Association, as the trustee and collateral trustee (11) |
| 10.34 | Form of $400,000,000 aggregate principal amount 7.875% Senior Secured Notes due 2026 (11) |
| 10.35 | Indenture, dated as of November 6, 2024, by and between PHH Escrow Issuer LLC and Wilmington Trust, national association, as trustee and collateral trustee (19) |
| 10.36 | Supplemental Indenture, dated as of November 27, 2024, among PHH Corporation, Onity Group Inc., the other guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral trustee (21) |
| 10.37 | Pledge and Security Agreement, dated as of November 27, 2024, among the PHH Corporation, PHH Escrow Issuer LLC, Onity Group Inc. the other grantors party thereto, and Wilmington Trust, National Association, as collateral trustee (21) |
| 10.38(d) | Transaction Agreement dated September 30, 2024 among the Company, OCW MAV Holdings, LLC, MAV Canopy HoldCo I, LLC, MSR Asset Vehicle LLC and the other parties thereto (20) |
| 10.39(d) | Note Purchase Agreement Amendment effective October 23, 2024 among the Company, Oaktree Fund Administration, LLC, as collateral agent, and the other parties thereto (20) |
| 10.40(d) | Redemption Agreement among the Company, OCW MAV Holdings, LLC and MAV Canopy HoldCo I, LLC (filed herewith) |
| 10.41 | Form of Amendment effective October 23, 2024 to Warrants dated March 4, 2021 and May 3, 2021 (21) |
| 10.42* | Form of 2023 Annual Performance-Based Cash Award Agreement (16) |
|---|---|
| 10.43* | Form of 2023 Annual Performance-Based Stock Award Agreement (16) |
| 10.44* | Form of 2023 Annual Time-Based Cash Award Agreement (16) |
| 10.45* | Form of 2023 Annual Time-Based Stock Award Agreement (16) |
| 10.46* | Form of 2024 Annual Performance-Based Cash Award Agreement (17) |
| 10.47* | Form of 2024 Annual Performance-Based Stock Award Agreement (17) |
| 10.48* | Form of 2024 Special Time-Based Stock Award Agreement (17) |
| 19.1 | Insider Trading Prevention Policy (filed herewith) |
| 21.1 | Subsidiaries (filed herewith) |
| 23.1 | Consent of Independent Registered Public Accounting Firm (filed herewith) |
| 31.1 | Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.1 | Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 32.2 | Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 97.1 | Onity Group Inc. Incentive Compensation Clawback Policy (16) |
| 99.1 | Supplemental Information Pursuant to the Indenture dated as of November 6, 2024 (filed herewith) |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 were formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (included as Exhibit 101). |
- Management contract or compensatory plan or agreement.
(a) Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
(b) Certain confidential information contained in this agreement has been omitted because it is not material and would be competitively harmful if publicly disclosed.
(c) Certain schedules to the exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any referenced schedules will be furnished supplementally to the SEC upon request.
(d) Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as private or confidential. An unredacted copy will be furnished supplementally to the SEC upon request.
(1)Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2018 filed on February 27, 2019.
(2) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.
(3) Incorporated by reference from the similarly described exhibit to the Registrant’s definitive Proxy Statement with respect to its 2007 Annual Meeting of Shareholders as filed on March 30, 2007.
(4) Incorporated by reference from the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed on August 4, 2022.
(5) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10‑Q for the period ended September 30, 2018 filed on November 6, 2018.
(6) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form10‑Q for the period ended June 30, 2020 filed on August 4, 2020.
(7) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10‑Q for the period ended September 30, 2020 filed on November 3, 2020.
(8) Incorporated by reference to the similarly described exhibit to the Registrant’s Form 8-K filed on February 25, 2019.
(9) Incorporated by reference to the similarly described exhibit to the Registrant’s Form 8-K filed on May 28, 2024.
(10) Incorporated by reference to the similarly described exhibit to the Registrant’s Quarterly Report on Form10-Q for the period ended June 30, 2021 filed on August 5, 2021.
(11) Incorporated by reference to the similarly described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed on May 4, 2021.
(12)Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2020 filed on February 19, 2021.
(13) Incorporated by reference from the similarly described exhibit included with the Registrant’s Form 8-K filed on May 24, 2017.
(14) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2021 filed on February 25, 2022.
(15) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2022 filed on February 28, 2023.
(16) Incorporated by reference from the similarly described exhibit included with the Registrant’s Annual Report on Form 10‑K for the year ended December 31, 2023 filed on February 27, 2024.
(17) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed on May 2, 2024.
(18) Incorporated by reference from the similarly described exhibit included with the Registrant’s Form 8‑K filed on November 5, 2024.
(19) Incorporated by reference from the similarly described exhibit included with the Registrant’s Form 8‑K filed on November 6, 2024.
(20) Incorporated by reference to the similarly described exhibit included with the Registrant’s Quarterly Report on Form 10‑Q for the period ended September 30, 2024 filed on November 7, 2024.
(21) Incorporated by reference from the similarly described exhibit included with the Registrant’s Form 8-K filed on December 3, 2024.
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