Onity Group Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 7.01 | Regulation FD Disclosure. |
On December 5, 2025, Oaktree Capital Management, L.P. (“Oaktree”) notified Onity Group Inc. (“Onity” or the “Company”), on behalf of two funds managed by Oaktree, of the exercise of the Oaktree funds’ warrants to purchase 1,184,768 shares of the Company’s common stock. The warrants were exercisable through March 4, 2027 at a price of $26.82 per share. Onity elected to settle the warrant exercise through a net issuance of 462,762 shares (based on a trailing average share price, as defined in the warrant agreement, of $44.01) in order to preserve Onity’s liquidity for growth and capital structure initiatives. Following the exercise, Onity has no remaining warrants outstanding, eliminating uncertainty relating to any dilutive impact from a future warrant exercise. Oaktree’s previously disclosed Board of Directors observer rights terminated upon confirmation by Oaktree in September 2025 that Oaktree had fallen below the stock ownership threshold for continuing observer rights.
The warrant exercise and resulting share issuance resulted in an implied book value per share dilution of $3.38 (5.4%) based on the Company’s book value per share of $62.21 as of September 30, 2025 and total share count (post-issuance) of 8,521,636.
The information in this Item 7.01 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 | |
| 104 | Cover Page Interactive Data File formatted in online XBRL (included as Exhibit 101) |
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: December 18, 2025 | By: | /s/ Sean B. O’Neil |
| Sean B. O’Neil | ||
| Chief Financial Officer | ||