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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): November 17, 2025
ONITY GROUP INC.
(Exact name of registrant as specified in its charter)
| Florida | 1-13219 | 65-0039856 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of 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 ☐
If 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 1.01 Entry into a Material Definitive Agreement.
On November 17, 2025, Onity Group Inc. (“Onity” or the “Company”), through its wholly-owned subsidiary PHH Mortgage Corporation (“PHH”), entered into a series of agreements with Finance of America Reverse LLC (“FAR”) pursuant to which it will sell its reverse mortgage servicing portfolio and certain reverse originations assets.
PHH has agreed to sell reverse mortgage servicing rights (“MSRs”) comprised of approximately 40,000 Ginnie Mae home equity conversion mortgage (“HECM”) loans with an unpaid principal balance (“UPB”) of $9.6 billion as of September 30, 2025. As part of the agreement, PHH will become the subservicer for the reverse MSRs sold to FAR under a three-year subservicing agreement subject to automatic one-year renewal unless FAR provides notice of non-renewal 180 days prior to the expiration of the original term, and subject thereafter to renewal upon mutual agreement of the parties. FAR will also acquire PHH’s pipeline of reverse mortgage loans as of the transaction closing date and expects to assume some of PHH’s US-based reverse originations employees. In connection with the transaction, PHH has agreed to discontinue its reverse originations business upon closing.
Based on the UPB of the HECM loans as of September 30, 2025, the proceeds from the transaction are estimated to be approximately $189 million in cash before transaction costs, repayment of certain warehouse financings, and related adjustments, including as a result of asset and liabilities balances as of the closing date. Following these payments and adjustments, the transaction is expected to produce net proceeds of $100 to $110 million. The transaction is expected to close in the first quarter of 2026 and is subject to regulatory approval and customary closing conditions.
Item 7.01 Regulation FD Disclosure.
On November 18, 2025, the Company issued a press release announcing its entry into a series of agreements with FAR. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 99.1 | Press Release of Onity Group Inc. dated November 18, 2025 | |
| 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 Current Report on Form 8-K regarding the amount of net proceeds expected from the transaction, the expected timing of closing, the transfer of Onity employees to FAR, the future of Onity’s relationship with FAR, and the expected financial, operational and strategic benefits of the transaction.
Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. 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 timing of the receipt of required regulatory approvals (or failure to receive such approvals), the amount of assets transferred at closing, the nature and amount of post-closing adjustments, future payments related to indemnification obligations, the reaction of customers, contractual counterparties and others to the transaction, FAR’s future strategic decisions and performance, changes in market conditions, the industry in which Onity operates, and its business, the actions of governmental entities and regulators, developments in litigation matters, and other risks and uncertainties detailed in Onity’s reports and filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2024 and any current report or quarterly report filed with the SEC since such date. Anyone wishing to understand Onity’s business should review the Company’s SEC filings. The forward-looking statements speak only as of the date they are made and the Company disclaims 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: November 18, 2025 | By: | /s/ Sean B. O’Neil |
| Sean B. O’Neil | ||
| Chief Financial Officer | ||
Exhibit 99.1
 |
Onity Group Inc. |
ONITY GROUP ANNOUNCES STRATEGIC RELATIONSHIP WITH FINANCE OF AMERICA REVERSE
PHH Mortgage to sell reverse mortgage assets and enter into subservicing agreement, repositioning its participation in the reverse market
Estimated net proceeds to be approximately $100 to $110 million
West Palm Beach, FL – (November 18, 2025) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) today announced that its subsidiary, PHH Mortgage Corporation (“PHH”), has entered into a strategic relationship with Finance of America Reverse (“FAR”) to reposition its participation in the reverse mortgage market as a subservicer, asset manager, and reseller of certain FAR products. PHH and FAR have entered into multiple agreements to initiate the relationship.
PHH has agreed to sell reverse mortgage servicing rights (“MSRs”) comprised of approximately 40,000 Ginnie Mae home equity conversion mortgage (“HECM”) loans with an unpaid principal balance of $9.6 billion as of September 30, 2025. PHH will become the subservicer for the reverse MSRs sold to FAR under a three-year subservicing agreement. FAR has also committed to a minimum volume of new subservicing over the term of the subservicing agreement.
At closing, FAR will acquire PHH’s pipeline of reverse mortgage loans and expects to assume some of PHH’s US-based reverse originations employees. Upon closing, PHH will no longer originate reverse mortgage loans but will continue securitizations of reverse mortgage buy-out loans. PHH and FAR have also agreed to work together to offer FAR’s second-lien reverse mortgage product to PHH’s eligible forward mortgage customers.
The net proceeds from the transaction and related adjustments are estimated to be $100 to $110 million, subject to change based on the closing date asset balances. The transaction is expected to close in the first quarter of 2026 and is subject to regulatory approval and customary closing conditions.
“We are pleased to announce our partnership with Finance of America Reverse, a strategic step that we believe will simplify our business and enable us to concentrate our resources on maximizing the growth and earnings of forward originations and recapture, as well as our commercial and reverse subservicing activities,” said Glen A. Messina, Chair, President and CEO of Onity. “We look forward to working with FAR to successfully close this transaction and expand our partnership. We are committed to creating a smooth transition for our employees and believe that FAR will benefit from our team’s passion and expertise in the reverse originations business.”
The Company presently intends to use the net proceeds after closing to support growth, reduce debt, and explore a share repurchase program consistent with its growth and capital structure objectives. The Company also presently expects the transaction to be accretive to earnings and returns over the term of the subservicing agreement, net of transaction costs and including the earnings benefit associated with redeploying the proceeds from the sale of reverse MSRs.
The Company expects the following additional benefits of the transaction:
| ● | Establishes a significant subservicing relationship with FAR, a reverse mortgage market leader | |
| ● | Eliminates reverse HECM assets and HMBS liabilities to simplify the Company’s balance sheet and business model for investors | |
| ● | Strengthens certain financial metrics such as liquidity and capital ratio | |
| ● | Enables increased focus on markets, products and services that demonstrate more substantial growth and earnings potential, including forward originations and recapture, the Company’s recently launched FlexIQ (non-agency) product suite, as well as commercial and reverse subservicing |
About Onity Group
Onity Group Inc. (NYSE: ONIT) is a leading non-bank financial services company providing mortgage servicing and originations solutions through its primary brands, PHH Mortgage and Liberty Reverse Mortgage. PHH Mortgage is one of the largest servicers in the country, focused on delivering a variety of servicing and lending programs to consumers and business clients. Liberty is one of the nation’s largest reverse mortgage lenders dedicated to providing loans that help customers meet their personal and financial needs. We are headquartered in West Palm Beach, Florida, with offices and operations in the United States, the U.S. Virgin Islands, India and the Philippines, and have been serving our customers since 1988. For additional information, please visit onitygroup.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 amount of net proceeds expected from the transaction, the expected timing of closing, the future of Onity’s relationship with FAR, Onity’s plans to redeploy capital and explore share repurchases, and the expected financial, operational and strategic benefits of the transaction. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Readers should bear these factors in mind when considering such statements and should not place undue reliance on such statements.
Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. 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 timing of the receipt of required regulatory approvals (or failure to receive such approvals), the amount of assets transferred at closing, the nature and amount of post-closing adjustments, future payments related to indemnification obligations, the reaction of customers, contractual counterparties and others to the transaction, FAR’s future strategic decisions and performance, Onity’s future liquidity needs, changes in market conditions, the industry in which Onity operates, and its business, the actions of governmental entities and regulators, developments in litigation matters, and other risks and uncertainties detailed in Onity’s reports and filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2024. Anyone wishing to understand Onity Group Inc.’s business should review its SEC filings. Onity’s forward-looking statements speak only as of the date they are made and Onity disclaims 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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