OCN Ocwen Financial Corp - 8-K

Item
8.01

Other
Events.

Regulatory
Approval of Reverse Asset Sale

On
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

On
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.