Messina Glen A. 4
4 · ONITY GROUP INC. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
ONIT CEO Glen Messina Receives RSU Awards; Withholds Shares for Taxes
What Happened
Glen A. Messina, President, CEO and a director of Onity Group Inc. (ONIT), received equity awards and converted derivatives on March 15, 2026. He was granted two awards of 53,699 restricted stock units (RSUs) each — one time‑based and one performance‑based (cash‑settled PSU). He also converted/exercised 22,341 derivative units into common stock; 8,791 of those shares were withheld to satisfy tax withholding obligations (proceeds/value reported as $331,860).
Key Details
- Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely filing).
- Grants: Two awards of 53,699 RSUs each (one time‑based RSU and one performance‑based PSU that vests 0–200% on March 15, 2029 based on relative TSR versus a peer group). Each RSU represents a contingent right to one share (or cash for the PSU).
- Derivative conversion: 22,341 derivative units converted/exercised into common stock. Of those, 8,791 shares were withheld for tax obligations at $37.75/share (withheld value $331,860). Net shares retained from the conversion = 13,550 (22,341 − 8,791).
- Price/info: Withheld shares valued at $37.75; grants reported at $0.00 (typical for RSUs/PSUs until settlement). One derivative acquisition entry listed price as N/A (conversion of a derivative).
- Holdings note: Filing footnote indicates 23,554 shares held jointly with spouse. The filing does not state a full total post-transaction holding.
- Footnotes of interest: F5 describes the 53,699 time‑based RSUs; F6 describes the 53,699 performance‑based RSUs (cash‑settled, performance horizon to 3/15/2029). F3 confirms shares were withheld to cover tax withholding.
Context
This was primarily an award/grant event (stock-based compensation) plus conversion of derivative units with shares withheld for taxes — a routine, compensation-related insider transaction. The performance award is cash‑settled and may pay 0–200% of target depending on relative total shareholder return at measurement; that makes its ultimate value contingent on future performance. The withholding of shares to cover taxes is common and not the same as an open‑market sale.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-03-15+22,341→ 388,119 total - Tax Payment
Common Stock
[F3][F2]2026-03-15$37.75/sh−8,791$331,860→ 379,328 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-15−22,341→ 44,683 total→ Common Stock (22,341 underlying) - Award
Restricted Stock Units
[F5][F4]2026-03-15+53,699→ 53,699 total→ Common Stock (53,699 underlying) - Award
Restricted Stock Units
[F6][F4]2026-03-15+53,699→ 53,699 total→ Common Stock (53,699 underlying)
Footnotes (6)
- [F1]On March 15, 2025, the reporting person was granted 67,024 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant subject to the reporting person's continued employment and certain other conditions. Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the applicable vesting date.
- [F2]Includes 23,554 shares held jointly with spouse.
- [F3]Shares withheld pursuant to terms of the award to cover tax withholding obligations.
- [F4]Not applicable.
- [F5]On March 15, 2026, the reporting person was granted53,699 restricted stock units scheduled to vest in three equal annual installments on the first, second, and third anniversaries of grant subject to the reporting person's continued employment and certain other conditions. Each restricted stock unit represents a contingent right to receive one share of ONIT common stock on the applicable vesting date.
- [F6]On March 15, 2026, the reporting person was granted 53,699 restricted stock units subject to both a performance-based condition and a time-based vesting schedule. Each restricted stock unit represents a contingent right to receive a cash payment equal to the closing price of one share of ONIT common stock on the applicable vesting date. Between 0% and 200% of the target number of units will be eligible to vest on March 15, 2029 based on the relative ranking of the Issuer's absolute total shareholder return compared to the absolute total shareholder return of companies within the Issuer's pre-established peer group at designated measurement periods.