ONITY GROUP INC.

Principal executive offices

West Palm Beach, Florida · Leased · 41,900

Document storage and imaging facility

West Palm Beach, Florida · Leased · 51,900

Business operations and support offices

U.S. facilities:

Mt. Laurel, New Jersey (1) · Leased · 18,300

Rancho Cordova, California (2) · Leased · 8,100

Houston, Texas - Walters Road (3) · Leased · 9,400

Plano, Texas (4) · Leased · 4,100

St. Croix, USVI (5) · Leased · 6,100

Total U.S. · 139,800

APAC facilities (1)

Bangalore, India · Leased · 22,300

Mumbai, India (6) · Leased · 17,700

Pune, India · Leased · 3,900

Manila, Philippines · Leased · 13,100

Total APAC · 57,000

Total · 196,800

(1)Supports our servicing and originations operations, as well as our corporate functions.

(2)Primarily supports our reverse originations operations.

(3)Primarily supports our reverse servicing operations. Effective February 2025, we exercised the early termination option to terminate the lease on 36,200 square feet of space (including on 29,900 square feet, which was previously abandoned) and the lease term for the remaining space was extended through January 2028.

(4)Effective September 2025, we entered into a new lease agreement expiring in January 2031. This facility primarily supports our forward originations operations.

(5)Primarily supports our forward servicing operations.

(6)Effective December 2025, we terminated the lease agreement on existing 15,200 square feet of space, and effective November 2025, we entered into a new five-year lease agreement for 17,700 square feet of space. In January 2026, we vacated the old lease and occupied the new lease, as mutually agreed between the parties.

We regularly evaluate current and projected space requirements, considering the constraints of our existing lease agreements and the expected scale of our businesses. We operate through a hybrid workforce model which combines remote work for substantially all of our global workforce and in-office when required. During 2025, we exited a total of 36,200 of leased square feet.

• Private legal proceedings and related costs alleging failures to comply with applicable laws or regulatory requirements could adversely affect our financial condition and results of operations.
• Non-compliance with laws and regulations could lead to termination of servicing agreements or defaults under our debt agreements.
• If new laws and regulations lengthen foreclosure times or introduce new regulatory requirements regarding foreclosure procedures, our operating costs and liquidity requirements could increase and we could be subject to regulatory action.
• If we fail to comply with the TILA-RESPA Integrated Disclosure (TRID) rules, our business and operations could be materially and adversely affected and our plans to expand our lending business could be adversely impacted.
• Failure to comply with the Home Mortgage Disclosure Act (HMDA) and related CFPB regulations could adversely impact our business.
• There may be material changes to the laws, regulations, rules or practices applicable to reverse mortgage programs sponsored by HUD and FHA, and securitized by Ginnie Mae, which could materially and adversely affect us and the reverse mortgage industry as a whole.
• Violations of fair lending and/or servicing laws could negatively affect our business.
• Failure to comply with FHA underwriting guidelines could adversely impact our business.
• Failure to comply with U.S. and foreign laws and regulations applicable to our global operations could have an adverse effect on our business, financial position, results of operations or cash flows.
• Failure to comply with the S.A.F.E. Act could adversely impact our business.
• If we are unable to obtain sufficient capital to meet the financing requirements of our business, or if we fail to comply with our debt agreements, our business, financing activities, liquidity, financial condition and results of operations will be adversely affected.
• We may be unable to obtain sufficient servicer advance financing necessary to meet the financing requirements of our business, which could adversely affect our liquidity position and result in a loss of servicing rights.
• If Rithm were to fail to comply with its servicing advance obligations under its agreements with us, it could materially and adversely affect us.
• If we fail to appropriately manage, forecast or estimate risks with our liquidity positions, it could materially and adversely affect us.
• If we fail to satisfy minimum net worth, capital and liquidity requirements established by regulators, GSEs, Ginnie Mae, lenders, or other counterparties, our business, reputation, financing activities, financial condition or results of operations could be materially and adversely affected.
• Risks Related to Our Strategy, Financial Performance and the Economy
• If we do not receive regulatory approval to close our transaction with Finance of America Reverse LLC or if regulatory approval is delayed, it may negatively affect our liquidity and operations.
• Our strategic plan to deliver sustainable profitability may not be successful.
• The industry in which we operate is highly competitive, and, to the extent we fail to meet these competitive challenges, it would have a material adverse effect on our business, financial position, results of operations or cash flows.
• We use estimates in measuring or determining the fair value of the majority of our assets and liabilities. If our estimates prove to be incorrect, we may be required to write down the value of these assets or write up the value of these liabilities, which could adversely affect our earnings.
• We are exposed to interest rate and foreign currency exchange risks.
• Our hedging strategy may not be successful in partially mitigating our exposure to interest rate risk.
• Rising inflation may result in increased compensation and benefit expense and exacerbate pressures created by current labor market trends, increase the rates charged by vendors, and generally increase our operating costs, which could negatively impact our operations and financial results.
• GSE and Ginnie Mae initiatives and other actions may affect our financial condition and results of operations.
• A disruption in the mortgage capital markets may affect our financial and results of operations.
• An economic slowdown or a deterioration of the housing market could increase both interest expense related to servicing advances as well as operating expenses and could cause a reduction in income from, and the value of, our servicing portfolio.
• A significant increase in prepayment speeds could adversely affect our financial results.
• If we do not comply with our obligations under our servicing agreements or if others allege non-compliance, our business and results of operations may be harmed.
• GSEs or Ginnie Mae may curtail or terminate our ability to sell, service or securitize newly originated loans to them.
• If we do not restructure our servicing operations in a timely and cost-effective manner following the non-renewal of our servicing agreements with Rithm, it may negatively impact our business, liquidity, financial condition and results of operations.
• If MAV exercises its rights to sell MSRs subserviced by PHH and we are unable to either continue as subservicer of the sold MSRs or replenish our subservicing portfolio to replace the sold MSRs, it could result in our loss of subservicing income and could significantly impact our business, liquidity, financial condition and results of operations.
• Technology or process failures or employee misconduct could damage our business operations or reputation, harm our relationships with key stakeholders and lead to regulatory sanctions or penalties.
• We are dependent on Black Knight and other vendors, service providers and other contractual counterparties for much of our technology, business process outsourcing and other services.
• We have undergone and continue to undergo significant change to our technology infrastructure and business processes. Failure to adequately update our systems and processes could harm our ability to run our business and adversely affect our results of operations.
• We and the third parties with whom we work are subject to stringent and evolving laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.
• Cybersecurity risks and the failure to maintain the security, confidentiality, integrity, and availability of our information technology systems or data, and those maintained on our behalf, could result in a material adverse impact to our business, including without limitation regulatory investigations or actions, a material interruption to our ability to provide services to our customers, damage to our reputation and/or subject us to costs, fines and penalties or lawsuits and otherwise adversely affect our operations.
• Damage to our reputation could adversely impact our financial results and ongoing operations.
• The unexpected departure of key executives or an inability to attract and retain qualified personnel could harm our business, financial condition and results of operations.
• The human capital components of our ongoing cost-reduction efforts could disrupt operations, impair productivity and reduce morale, which could have a material adverse effect on our operations, business and financial performance.
• We have operations in India and the Philippines that could be adversely affected by changes in the political or economic stability of these countries or by government policies in India, the Philippines or the U.S.
• Our operations are vulnerable to disruptions resulting from severe weather events.
• If a rise in severe weather events increases the proportion of borrowers facing financial hardship, our servicing operations and financial condition could be negatively impacted.
• A significant portion of our business is in the states of California, Texas, Florida, New Jersey and New York , and our business may be significantly harmed by a slowdown in the economy or the occurrence of a natural disaster in those states.
• Reinsuring risk through our captive reinsurance entity could adversely impact our results of operation and financial condition.
• Pursuit of business or asset acquisitions exposes us to financial, execution and operational risks that could adversely affect us.
• Loan put-backs and related liabilities for breaches of representations and warranties regarding sold loans could adversely affect our business.
• We originate and securitize FHA-insured HECM reverse mortgages, which subjects us to risks that could have a material adverse effect on our business, reputation, liquidity, financial condition and results of operations.
• Our HMBS repurchase obligations may reduce our liquidity, and if we are unable to comply with such obligations, it could materially adversely affect our business, financial condition, and results of operations.
• Liabilities relating to our past sales of Agency MSRs could adversely affect our business.
• We may incur litigation costs and related losses if the validity of a foreclosure action is challenged by a borrower or if a court overturns a foreclosure.
• A failure to maintain minimum servicer ratings could have an adverse effect on our business, reputation, financing activities, financial condition or results of operations.
• Changes in tax laws and interpretation and tax challenges may adversely affect our financial condition and results of operations.
• Failure to retain the tax benefits provided by the USVI would adversely affect our financial condition and results of operations.
• We may be subject to increased U.S. federal income taxation.
• Any “ownership change” as defined in Section 382 of the Internal Revenue Code could substantially limit our ability to utilize our net operating losses carryforwards and other deferred tax assets.
• We have recorded significant deferred tax assets, and if we cannot realize our deferred tax assets, our results of operations could be adversely affected.
• Our common stock price experiences substantial volatility and has dropped significantly on a number of occasions in recent periods, which may affect your ability to sell our common stock at an advantageous price.
• We have several large shareholders, and such shareholders may vote their shares to influence matters requiring shareholder approval.
• Our Board of Directors may authorize the issuance of additional securities that may cause dilution and may depress the price of our securities.
• Future offerings of debt securities, which would be senior to our common stock in liquidation, or equity securities, which would dilute our existing stockholders’ interests and may be senior to our common stock in liquidation or for the purposes of distributions, may harm the market price of our securities.
• Because of certain provisions in our organizational documents and regulatory restrictions, takeovers may be more difficult, possibly preventing you from obtaining an optimal share price. In addition, significant investments in our common stock may be restricted, which could impact demand for, and the trading price of, our common stock.