Onity Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement
On January 30, 2026, Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) announced that its subsidiaries PHH Corporation (“PHH”) and PHH Escrow Issuer LLC (the “Escrow Issuer” and together with PHH, the “Issuers”) completed the issuance and sale of $200 million aggregate principal amount of 9.875% Senior Notes due 2029 (the “PHH Senior Notes”). The PHH Senior Notes were issued under an indenture, dated November 6, 2024 (the “Original Indenture”), by and between the Escrow Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”), as amended by the Supplemental Indenture, dated November 27, 2024, among PHH, the guarantors party thereto, the Trustee and the Collateral Trustee (the “First Supplemental Indenture”), as supplemented by the Second Supplemental Indenture, dated as of January 30, 2026, among the Issuers, the guarantors party thereto, the Trustee and the Collateral Trustee (the “Second Supplemental Indenture” and the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The PHH Senior Notes issued on January 30, 2026 are an additional issuance of the Issuer’s 9.875% Senior Notes due 2029 and will form a single series of debt securities with, and vote on any matter submitted to holders with, the $500.0 million aggregate principal amount of such PHH Senior Notes that were originally issued on November 6, 2024 under the Original Indenture as amended by the First Supplemental Indenture.
A copy of the Second Supplemental Indenture is attached to this Current Report as Exhibit 10.1, and is incorporated by reference herein. The foregoing summary description of the PHH Senior Notes and the Second Supplemental Indenture is not intended to be complete and is qualified in its entirety by reference to the complete text of such document. For a more complete description of the PHH Senior Notes and the Indenture, see Onity’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 6, 2024 and December 3, 2024, including a copy of the Original Indenture, the First Supplemental Indenture and the Pledge and Security Agreement filed as an exhibit thereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 10.1 | Second Supplemental Indenture, dated as of January 30, 2026, among PHH Escrow Issuer LLC, PHH Corporation, Onity Group Inc., the other guarantors party thereto, and Wilmington Trust, national association, as trustee and collateral trustee | |
| 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: February 2, 2026 | By: | /s/ Sean B. O’Neil |
| Sean B. O’Neil | ||
| Chief Financial Officer | ||