ONIT / Onity Group Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

ONITY GROUP ANNOUNCES SECOND QUARTER 2025 RESULTS

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES SECOND QUARTER 2025 RESULTS West Palm Beach, FL – (August 5, 2025) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) today announced its second quarter 2025 results and provided a business update. Second Quarter 2025: ● Net income attributable to common stockholders of $20 million; diluted EPS of $2.40; ROE of 17% ● Adjusted pre-tax inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 onity group inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 onity group inc. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 Onity Group Inc

Supplemental Information Pursuant to the Indenture dated as of November 6, 2024 (filed herewith)

EXHIBIT 99.1 Supplemental Information Pursuant to the Indenture, dated as of November 6, 2024 9.875% Senior Notes Due 2029 The details of the items enumerated in the definition of “Total LTV Ratio”, as defined in Section 1.01 of the Indenture, are as follows as of June 30, 2025: (A) Specified Net Servicing Advances, (B) Specified Deferred Servicing Fees, (C) Excess of Specified MSR Value over MTM

As filed with the Securities and Exchange Commission on July 11, 2025

As filed with the Securities and Exchange Commission on July 11, 2025 Registration No.

As filed with the Securities and Exchange Commission on June 2, 2025

As filed with the Securities and Exchange Commission on June 2, 2025 Registration No.

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorporation

Filing Fee Table (previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-287172), filed on May 12, 2025 and incorporated herein by reference).

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Onity Group Inc.

As filed with the Securities and Exchange Commission on May 9, 2025

As filed with the Securities and Exchange Commission on May 9, 2025 Registration No.

Form of 2025 Annual Performance-Based Cash Award Agreement (filed herewith)

CASH-SETTLED PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS CASH-SETTLED PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [DATE] (the “Award Date”) between Onity Group Inc.

ONITY GROUP ANNOUNCES FIRST QUARTER 2025 RESULTS

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES FIRST QUARTER 2025 RESULTS West Palm Beach, FL – (April 30, 2025) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) today announced its first quarter 2025 results and provided a business update. First Quarter 2025: ● Net income attributable to common stockholders of $21 million; diluted EPS of $2.50; ROE of 19% ● Adjusted pre-tax income*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 Onity Group In

Form of Amendment effective February 13, 2025 to Warrants dated March 4, 2021 and May 3, 2021 (filed herewith)

FORM OF AMENDMENT To WARRANT CERTIFICATES This Amendment to Warrant Certificates, effective as of February 13, 2025 (this “Amendment”), by and between Onity Group Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 onity group inc. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorporati

Supplemental Information Pursuant to the Indenture dated as of November 6, 2024 (filed herewith)

EXHIBIT 99.1 Supplemental Information Pursuant to the Indenture, dated as of November 6, 2024, by and between PHH Escrow Issue LLC and Wilmington Trust, national association, as trustee and collateral trustee 9.875% Senior Notes Due 2029 The details of the items enumerated in the definition of “Total LTV Ratio”, as defined in Section 1.01 of the Indenture, are as follows as of March 31, 2025: (A)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Investor Presentation dated March 20, 2025

Exhibit 99.1

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorporati

Redemption Agreement among the Company, OCW MAV Holdings, LLC and MAV Canopy Hold

Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the Registrant treats as private or confidential.

Subservicing Agreement dated as of August 17, 2018 between New Penn Financial, LLC and Ocwen Loan Servicing, LLC, as amended (filed herewith)

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

New RMSR Agreement, dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Supplemental Information Pursuant to the Indenture dated as of November 6, 2024 (filed herewith)

EXHIBIT 99.1 Supplemental Information Pursuant to the Indenture, dated as of November 6, 2024, by and between PHH Escrow Issue LLC and Wilmington Trust, national association, as trustee and collateral trustee 9.875% Senior Notes Due 2029 The details of the items enumerated in the definition of “Total LTV Ratio”, as defined in Section 1.01 of the Indenture, are as follows as of December 31, 2024: (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 Onity Group Inc. (Exact name o

Insider Trading Prevention Policy (

OCWEN FINANCIAL CORPORATION INSIDER TRADING PREVENTION POLICY Dated October 3, 2023 I.

Subsidiaries (filed herewith)

EXHIBIT 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF ONITY GROUP INC. The following is a list of subsidiaries of the registrant as of December 31, 2024, omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Name State or Other Jurisdiction of Organization PHH Mortgage Corporation (1) New Jersey PHH Corporation (1) Maryland Ocwen Financial Solu

1998 Annual Incentive Plan, as amended (

ONITY GROUP INC. ANNUAL INCENTIVE PLAN As Amended September 20, 2024 ARTICLE I - GENERAL PROVISIONS 1.1Purpose The purpose of the Onity Group Inc. Annual Incentive Plan (the “Plan”) is to advance the success of Onity Group Inc. and to thereby increase shareholder value by promoting the attainment of significant business objectives by the Company or a business unit and basing a portion of the annua

Subservicing Agreement dated as of July 23, 2017 by and between New Residential Mortgage LLC and Ocwen Loan Servicing,

Execution Copy CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ***, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Transfer Agreement dated as of July 23, 2017 by and between Ocwen Loan Servicing, LLC, New Residential Mortgage LLC, O

EX-10.10 3 ex1010-transferagreement.htm EX-10.10 EXECUTION COPY CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. TRANSFER AGREEMENT by and between Ocwen Loan Servicing, LLC as the Seller and New Residential Mortgage LLC

ONITY GROUP ANNOUNCES FULL-YEAR AND FOURTH QUARTER 2024 RESULTS

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES FULL-YEAR AND FOURTH QUARTER 2024 RESULTS West Palm Beach, FL – (February 13, 2025) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”) today announced its full-year and fourth quarter 2024 results and provided a business update. Full-Year 2024: ● Net income attributable to common stockholders of $33 million, highest since 2013; diluted EP

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpor

Supplemental Indenture, dated as of November 27, 2024, among PHH Corporation, Onity Group Inc., the other guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral trustee.

Exhibit 10.1 Escrow Release Date Supplemental Indenture Supplemental Indenture (this “Supplemental Indenture”), dated as of November 27, 2024 among PHH Corporation, a Maryland corporation (“PHH”), Onity Group Inc., a Florida corporation (“Parent”), PHH Mortgage Corporation, a New Jersey corporation (“PMC”), PHH Asset Services Corp., a Delaware corporation (“PAS Corp.”), PHH Asset Services Parent L

ONITY GROUP ANNOUNCES CLOSING OF MSR ASSET VEHICLE SALE TO OAKTREE

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES CLOSING OF MSR ASSET VEHICLE SALE TO OAKTREE West Palm Beach, FL – (December 3, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”), a leading non-bank mortgage servicer and originator, today announced that it has completed the previously announced transaction with funds managed by Oaktree Capital Management, L.P. (“Oaktree”) to sell

Pledge and Security Agreement, dated as of November 27, 2024, among the PHH Corporation, PHH Escrow Issuer LLC, Onity Group Inc. the other grantors party thereto, and Wilmington Trust, National Association, as collateral trustee.

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT dated as of November 27, 2024 among EACH OF THE GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee TABLE OF CONTENTS Page Section 1. DEFINITIONS; GRANT OF SECURITY. 1 1.1 General Definitions 1 1.2 Definitions; Interpretation 8 Section 2. GRANT OF SECURITY. 9 2.1 Grant of Security 9 2.2 Certain Limited Exclusions from N

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpor

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpor

ONIT / Onity Group Inc. / Deer Park Road Management Company, LP Passive Investment

SC 13G/A 1 deerpark-ocn093024a8.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* ONITY GROUP INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746606 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the app

Amended and Restated Articles of Incorporation of the Company, as amended (previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 filed on November 7, 2024 and incorporated herein by reference).

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OCWEN FINANCIAL CORPORATION ARTICLE I CORPORATE NAME The name of this corporation is: Ocwen Financial Corporation ARTICLE II PRINCIPAL OFFICE The address of the principal office and the mailing address of this corporation are: 1675 Palm Beach Lakes Boulevard West Palm Beach, Florida 33401 ARTICLE III CAPITAL STOCK The total number of sh

Letter Agreement dated October 14, 2024 regarding Rithm Capital Corp.

[Newrez LLC logo] October 14, 2024 Via Email & FedEx PHH Mortgage Corporation 1661 Worthington Road, Suite 100 West Palm Beach, FL 33409 Attn: Curtis J.

Form of Redemption Agreement among the Company, OCW MAV Holdings, LLC and MAV Canopy Holdco I, LLC (filed herewith)

Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

between the Company and affiliates of Waterfall Asset Management, LLC

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2024, by and between Onity Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 Onity Grou

, 2024 among the Company, Oaktree Fund Administration, LLC, as collateral agent, and the other parties thereto (filed herewith)

Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

Form of Series B Preferred Stock (18)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITIES MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS.

Transaction Agreement dated September 30, 2024 among the Company, OCW MAV Holdings, LLC, MAV Canopy Hold

Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

, 2024 to Warrants dated March 4, 2021 and May 3, 2021 (filed herewith)

FORM OF AMENDMENT TO WARRANT CERTIFICATES This Amendment to Warrant Certificates, dated as of October 13, 2024 (this “Amendment”), by and between Onity Group Inc.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpora

ONITY GROUP ANNOUNCES CLOSING OF $500 MILLION OF SENIOR NOTES DUE 2029 Enhances Capital Structure to Support Continued Growth and Profitability

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES CLOSING OF $500 MILLION OF SENIOR NOTES DUE 2029 Enhances Capital Structure to Support Continued Growth and Profitability West Palm Beach, FL – (November 6, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity”), a leading non-bank mortgage servicer and originator, today announced that PHH Escrow Issuer LLC (“Escrow Issuer”), a wholly-owned special purp

Indenture, dated as of November 6, 2024, by and between PHH Escrow Issue LLC and Wilmington Trust, national association, as trustee and collateral trustee.

Exhibit 4.1 INDENTURE Dated as of November 6, 2024 Among PHH ESCROW ISSUER LLC, as the Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Trustee and as the Collateral Trustee 9.875% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 42 SECTION 1.03. Rules of Construction 43 SECTION 1.

ONITY GROUP ANNOUNCES THIRD QUARTER 2024 RESULTS

Exhibit 99-1 Onity Group Inc. ONITY GROUP ANNOUNCES THIRD QUARTER 2024 RESULTS ● Net income of $21 million and diluted EPS of $2.65; return on equity of 19% ● Adjusted pre-tax income of $35 million, resulting in adjusted pre-tax return on equity of 31% ● Executed several transactions to facilitate corporate debt refinancing, resulting in a debt-to-equity ratio of 2.9x as of September 30, 2024, com

Articles of Amendment designating the Series B Perpetual Preferred Stock

Exhibit 3.1 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ONITY GROUP INC. ARTICLES OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES B PERPETUAL PREFERRED STOCK Pursuant to Sections 607.0602 and 607.1006 of the Florida Business Corporation Act Onity Group Inc., a Florida corporation (the “Company”), certifies that pursuant to the authority contained in its Amended

Material Modification to Rights of Security Holders, Results of Operations and Financial Condition, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpora

Registration Rights Agreement, dated as of November 1, 2024, among the Company and affiliates of Waterfall Asset Management, LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 5, 2024).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2024, by and between Onity Group Inc., a Florida corporation (the “Company”), SHAP 2018-1, LLC, a Delaware limited liability company (“SHAP”), Waterfall Eden Master Fund, Ltd., Waterfall Sandstone Fund, L.P., Waterfall Rock Island, LLC and Waterfall Victoria M

Form of Series B Preferred Stock (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024 and incorporated herein by reference).

Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITIES MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFA

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpora

ONITY GROUP ANNOUNCES PRICING OF $500 MILLION OF SENIOR NOTES DUE 2029

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES PRICING OF $500 MILLION OF SENIOR NOTES DUE 2029 West Palm Beach, FL – (October 23, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity”), a leading non-bank mortgage servicer and originator, today announced that PHH Escrow Issuer LLC (“Escrow Issuer”), a wholly-owned special purpose subsidiary of PHH Corporation (“PHH”), priced the previously announce

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpora

ONITY GROUP ANNOUNCES PROPOSED OFFERING OF $475 MILLION OF SENIOR NOTES DUE 2029

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES PROPOSED OFFERING OF $475 MILLION OF SENIOR NOTES DUE 2029 West Palm Beach, FL – (October 21, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity”), a leading non-bank mortgage servicer and originator, today announced that PHH Escrow Issuer LLC (“Escrow Issuer”), a wholly-owned special purpose subsidiary of PHH Corporation (“PHH”), plans to offer $475

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpora

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction of incorporation) (Commission File Numb

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorpo

ONITY GROUP ANNOUNCES MULTIPLE TRANSACTIONS TO ACCELERATE CAPITAL RESTRUCTURING

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES MULTIPLE TRANSACTIONS TO ACCELERATE CAPITAL RESTRUCTURING West Palm Beach, FL – (September 30, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”), a leading non-bank mortgage servicer and originator, today announced multiple transactions to accelerate its ongoing capital restructuring plans. Oaktree Transactions On September 30, 202

Amended and Restated Articles of Incorporation, as amended (

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OCWEN FINANCIAL CORPORATION ARTICLE I CORPORATE NAME The name of this corporation is: Ocwen Financial Corporation ARTICLE II PRINCIPAL OFFICE The address of the principal office and the mailing address of this corporation are: 1675 Palm Beach Lakes Boulevard West Palm Beach, Florida 33401 ARTICLE III CAPITAL STOCK The total number of sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 Onity Group Inc

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorporatio

ONITY GROUP ANNOUNCES SECOND QUARTER 2024 RESULTS

Exhibit 99.1 Onity Group Inc. ONITY GROUP ANNOUNCES SECOND QUARTER 2024 RESULTS ● Net income of $11 million and diluted earnings per share of $1.33; annualized return on equity of 10% ● Adjusted pre-tax income of $32 million, driven by servicing segment ● 28% annualized adjusted pre-tax return on equity ● $19 billion in total servicing additions ($12 billion in subservicing additions) ● Debt-to-eq

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 ONITY GROUP INC. (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of incorporatio

OCWEN FINANCIAL OFFICIALLY REBRANDS AS ONITY™ GROUP NYSE trading symbol (“ONIT”) expected to be effective market open on June 10, 2024

Exhibit 99.1 Onity Group Inc. OCWEN FINANCIAL OFFICIALLY REBRANDS AS ONITY™ GROUP NYSE trading symbol (“ONIT”) expected to be effective market open on June 10, 2024 West Palm Beach, FL – (June 10, 2024) – Onity Group Inc. (NYSE: ONIT) (“Onity” or the “Company”), a leading non-bank mortgage servicer and originator, today announced that it has officially started operating under its new brand name ef

Calculation of Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Ocwen Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par valu

2021 Equity Incentive Plan, as amended (2)

Exhibit 10.1 Amendment No. 3 To OCWEN FINANCIAL CORPORATION 2021 EQUITY INCENTIVE PLAN Effective as of May 28, 2024 Section 4.2 of the Ocwen Financial Corporation 2021 Equity Incentive Plan (the “Plan”) shall be restated in its entirety as follows (all capitalized terms not defined herein shall have the meanings ascribed to them in the Plan): 4.2 Aggregate Share Limit. The maximum number of shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter) Florida 65-0039856 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1661 Worthington Road Suite 100 West Palm B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 OCWEN FINANCIAL CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

Articles of Amendment to the Amended and Restated Articles of Incorporation of Ocwen Financial Corporation, effective June 10, 2024

Exhibit 3.1

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIA

Form of 2024 Annual Performance-Based Stock Award Agreement (17)

PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [DATE] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [NAME], an employee of the Corporation or of a Subsidiary (the “Participant”).

Form of 2024 Special Time-Based Stock Award Agreement (17)

STOCK UNIT AWARD AGREEMENT THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [DATE] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [NAME], an employee of the Corporation or of a Subsidiary (the “Participant”).

OCWEN FINANCIAL ANNOUNCES FIRST QUARTER 2024 RESULTS

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES FIRST QUARTER 2024 RESULTS ● Net income of $30 million and diluted earnings per share of $3.74; annualized return on equity of 29% ● Adjusted pre-tax income of $14 million, driven by servicing segment; achieved 13.8% annualized adjusted pre-tax return on equity ● Repurchased $47 million in PHH senior secured notes below par ● $23

Form of 2024 Annual Performance-Based Cash Award Agreement (17)

CASH-SETTLED PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS CASH-SETTLED PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [DATE] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [NAME], an employee of the Corporation or of a Subsidiary (the “Participant”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commissi

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of i

Press Release of Ocwen Financial Corporation dated April 3, 2024

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES INTENTION TO REBRAND AS ONITYTM GROUP Name change proposal to be submitted for approval at upcoming Annual Meeting of Shareholders New name embodies the Company’s transformation into a balanced and diversified business Ocwen subsidiary PHH Mortgage expected to rebrand to Onity Mortgage later this year West Palm Beach, FL – (April

OCWEN FINANCIAL ANNOUNCES INTENTION TO REBRAND AS ONITYTM GROUP Name change proposal to be submitted for approval at upcoming Annual Meeting of Shareholders New name embodies the Company’s transformation into a balanced and diversified business Ocwen

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES INTENTION TO REBRAND AS ONITYTM GROUP Name change proposal to be submitted for approval at upcoming Annual Meeting of Shareholders New name embodies the Company’s transformation into a balanced and diversified business Ocwen subsidiary PHH Mortgage expected to rebrand to Onity Mortgage later this year West Palm Beach, FL – (April

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 OCWEN FINANCIAL COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of i

OCWEN FINANCIAL CORPORATION ANNOUNCES APPOINTMENT OF CLAUDIA MERKLE TO BOARD OF DIRECTORS Phyllis Caldwell Will Not Stand for Re-election at 2024 Annual Meeting of Shareholders

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL CORPORATION ANNOUNCES APPOINTMENT OF CLAUDIA MERKLE TO BOARD OF DIRECTORS Phyllis Caldwell Will Not Stand for Re-election at 2024 Annual Meeting of Shareholders West Palm Beach, FL – (April 2, 2024) – Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Company”), a leading non-bank mortgage servicer and originator, today announced the

Regulation FD Disclosure, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

Subsidiaries (filed herewith)

EXHIBIT 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION The following is a list of subsidiaries of the registrant as of December 31, 2023, omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Name State or Other Jurisdiction of Organization PHH Mortgage Corporation (1) New Jersey PHH Corporation (1) Maryland Ocwen Fin

Amendment No. 4, dated as of October 31, 2023, to New RMSR Agreement dated as of January 18, 2018 by and among PHH Mortgage Corporation, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (filed herewith)

Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL CORPORATION (E

Form of 2023 Annual Performance-Based Stock Award Agreement (16)

PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [grant date] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [name], an employee of the Corporation or of a Subsidiary (the “Participant”).

Amendment No. 4, dated as of October 31, 2023, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and PHH Mortgage Corporation (filed herewith)

Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

Form of 2023 Annual Time-Based Stock Award Agreement (16)

STOCK UNIT AWARD AGREEMENT THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [grant date] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [name], an employee of the Corporation or of a Subsidiary (the “Participant”).

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer

Form of 2023 Annual Performance-Based Cash Award Agreement (16)

CASH-SETTLED PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS CASH-SETTLED PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [grant date] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [name], an employee of the Corporation or of a Subsidiary (the “Participant”).

Compensation Clawback Policy (filed herewith)

Ocwen Financial Corporation Incentive Compensation Recoupment Policy Effective October 2023 1.

Form of 2023 Annual Time-Based Cash Award Agreement (16)

CASH-SETTLED STOCK UNIT AWARD AGREEMENT THIS CASH-SETTLED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [grant date] (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [name], an employee of the Corporation or of a Subsidiary (the “Participant”).

Amendment No. 3, dated as of October 31, 2023, to Subservicing Agreement dated as of August 17, 2018 between NewRez LLC (Formerly Known as New Penn Financial, LLC) DBA Shellpoint Mortgage Servicing and PHH Mortgage Corporation (filed herewith)

Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

OCWEN FINANCIAL ANNOUNCES FULL YEAR AND FOURTH QUARTER 2023 RESULTS

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES FULL YEAR AND FOURTH QUARTER 2023 RESULTS ● Net loss of $64 million for 2023, driven by $89 million reduction in unrealized MSR value change due to rates and assumptions, net of hedge ● Adjusted pre-tax income of $49 million for 2023, driven by strong servicing performance ● Achieved GAAP operating expense reduction over $120 mill

Insider Trading Prevention Policy (filed herewith)

OCWEN FINANCIAL CORPORATION INSIDER TRADING PREVENTION POLICY Dated October 3, 2023 I.

OCN / Ocwen Financial Corporation / Deer Park Road Management Company, LP Passive Investment

SC 13G/A 1 deerpark-ocn123123a7.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746606 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

OCN / Ocwen Financial Corporation / Oaktree Capital Group Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20021415sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Ocwen Financial Corporation (Name of Issuer) Common Stock, $0.01, par value per share (Title of Class of Securities) 675746309 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

OCN / Ocwen Financial Corporation / Long Focus Capital Management, Llc - SC 13G/A Passive Investment

SC 13G/A 1 ocwen13ga2.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ocwen Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 675746606 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th Floor San Juan, PR 00912 (787) 333-

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 OCWEN FINANCIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

OCWEN FINANCIAL ANNOUNCES THIRD QUARTER 2023 RESULTS

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES THIRD QUARTER 2023 RESULTS ● Net income of $8 million and earnings per share of $1.10; annualized return on equity of 8% ● Adjusted pre-tax income of $10 million, driven by servicing segment; achieved 9% annualized adjusted pre-tax return on equity ● Total servicing UPB of $296 billion and total subservicing UPB of $167 billion, u

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 OCWEN FINANCIAL CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

OCWEN FINANCIAL ANNOUNCES SECOND QUARTER 2023 RESULTS

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES SECOND QUARTER 2023 RESULTS ● Net income of $15 million, an improvement of $56 million from Q1’23 ● Adjusted pre-tax income of $23 million, up $17 million over Q1’23 ● Total liquidity of $233 million as of June 30, 2023, an increase of 6% over December 31, 2022 ● Favorable ruling in legacy CFPB matter stands; case remains closed W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL

Calculation of Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Ocwen Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par valu

Ocwen Financial Corporation 2021 Equity Incentive Plan, as amended

Exhibit 10.1 Amendment No. 2 To OCWEN FINANCIAL CORPORATION 2021 EQUITY INCENTIVE PLAN Effective as of May 23, 2023 Section 4.2 of the Ocwen Financial Corporation 2021 Equity Incentive Plan (the “Plan”) shall be restated in its entirety as follows (all capitalized terms not defined herein shall have the meanings ascribed to them in the Plan): 4.2 Aggregate Share Limit. The maximum number of shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter) Florida 65-0039856 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1661 Worthington Road Suite 100 West Palm B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 OCWEN FINANCIAL CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIA

OCWEN FINANCIAL ANNOUNCES FIRST QUARTER 2023 RESULTS

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES FIRST QUARTER 2023 RESULTS ● Net loss of $40 million, driven by a $39 million reduction in unrealized MSR fair value due to lower interest rates ● Adjusted pre-tax income of $6 million, driven by strong servicing performance ● Achieved an annualized cost reduction of more than $100 million versus Q2’22 baseline ● Total liquidity o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 OCWEN FINANCIAL CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of inc

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 OCWEN FINANCIAL CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

OCN / Ocwen Financial Corp. / Deer Park Road Management Company, LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746606 (CUSIP Number) February 28, 2023** (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

Subsidiaries (filed herewith)

EXHIBIT 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION The following is a list of subsidiaries of the registrant as of December 31, 2022, omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Name State or Other Jurisdiction of Organization PHH Mortgage Corporation (1) New Jersey PHH Corporation (1) Maryland Ocwen Fin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 OCWEN FINANCIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer

OCWEN FINANCIAL ANNOUNCES FULL YEAR AND FOURTH QUARTER 2022 RESULTS

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES FULL YEAR AND FOURTH QUARTER 2022 RESULTS ● Net income of $26 million and EPS of $2.97 for 2022, up 42% and 49% respectively from 2021 ● Book value per share of $61, up 17% from year-end 2021 ● Net loss of $80 million in the quarter, including $75 million of income statement notables ● Achieved an annualized cost reduction of $100

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL CORPORATION (E

Ocwen Financial Corporation Executive Nonqualified Deferred Compensation Plan (19)

OCWEN FINANCIAL CORPORATION EXECUTIVE NONQUALIFIED DEFERRED COMPENSATION PLAN (Effective March 1, 2022) 1.

OCN / Ocwen Financial Corp / OAKTREE HOLDINGS, LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 eh23032945113ga2-ocwen.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ocwen Financial Corporation (Name of Issuer) Common Stock, $0.01, par value per share (Title of Class of Securities) 675746309 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of

OCN / Ocwen Financial Corp / Deer Park Road Management Company, LP - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047298sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746606 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stateme

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

EX-2 3 ex2.htm EXHIBIT 2 Exhibit 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Long Focus Capital Management, LLC, a Delaware single member limited liability company Long Focus Capital Master, LTD., a Cayman Islands limited company Condagua, LLC, a Delaware single member limited liability company John B. Helmers, a United States citizen A. Glenn Helmers, a United States citizen

OCN / Ocwen Financial Corp / Long Focus Capital Management, Llc - SC 13G/A Passive Investment

SC 13G/A 1 ocwen13ga1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ocwen Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 675746606 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th Floor San Juan, PR 00912 (787) 333-

OCWEN FINANCIAL PRESIDENT AND CEO GLEN MESSINA APPOINTED AS BOARD CHAIR Phyllis Caldwell to Remain on the Board; Kevin Stein to Assume the Role of Lead Independent Director

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL PRESIDENT AND CEO GLEN MESSINA APPOINTED AS BOARD CHAIR Phyllis Caldwell to Remain on the Board; Kevin Stein to Assume the Role of Lead Independent Director West Palm Beach, FL – (January 23, 2023) – Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Company”), a leading non-bank mortgage servicer and originator, today announced that

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

OCWEN FINANCIAL ANNOUNCES THIRD QUARTER 2022 RESULTS Completes agreement with Oaktree for incremental $250 million investment to acquire additional MSRs through MSR Asset Vehicle

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES THIRD QUARTER 2022 RESULTS Completes agreement with Oaktree for incremental $250 million investment to acquire additional MSRs through MSR Asset Vehicle ? Net income of $37 million and earnings per share of $4.33; annualized return on GAAP book equity of 27% ? Net income includes MSR Fair Value Net gain of $53 million ? Book Value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINA

OCWEN FINANCIAL CORPORATION 1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409

OCWEN FINANCIAL CORPORATION 1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409 September 6, 2022 VIA EDGAR U.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

Calculation of Filing Fee Table

EX-FILING FEES 4 ex107-1.htm Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Ocwen Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Ocwen Financial Corporation (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate (per million) Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

As filed with the Securities and Exchange Commission on August 30, 2022

As filed with the Securities and Exchange Commission on August 30, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter) Florida 65-0039856 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1661 Worthington Road Suite 100 West Palm B

Amendment No. 3, dated as of May 2, 2022, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and PHH Mortgage Corporation

EXECUTION Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

OCWEN FINANCIAL ANNOUNCES SECOND QUARTER 2022 RESULTS

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES SECOND QUARTER 2022 RESULTS ? Net income of $10 million and earnings per share of $1.12; return on equity of 8% ? Net income includes MSR Fair Value Net gain of $34 million and asset sales loss and other unfavorable mark-to-market adjustments of $15 million ? Book value per share of $59 as of June 30, 2022, up 22% from June 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

Amendment No. 2, dated as of May 2, 2022, to Subservicing Agreement dated as of August 17, 2018 between NewRez LLC DBA Shellpoint Mortgage Servicing and PHH Mortgage Corporation

EXECUTION Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

Amendment No. 3, dated as of May 2, 2022, to New RMSR Agreement dated as of January 18, 2018 by and among PHH Mortgage Corporation, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (6)

EXECUTION Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential.

Offer Letter between Ocwen Financial Corporation and Sean B. O’Neil (filed herewith)

Ocwen Financial Corporation 1661 Worthington Road, Suite 100 West Palm Beach, FL 33409 OFFER OF EMPLOYMENT Sean O?Neil Via Email Dear Sean: On behalf of Glen Messina, President and CEO of Ocwen Financial Corporation (the Company), we are very excited to confirm our offer of employment to you as Executive Vice President, Chief Financial Officer, reporting to Mr.

July 25, 2022

July 25, 2022 VIA EDGAR Mr. Mark Brunhofer Mr. David Irving Division of Corporation Finance Office of Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Ocwen Financial Corporation Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 25, 2022 Form 10-Q for the Quarterly Period Ended March 31, 2022 Filed May 5, 2022 Form 8-K Dated May 5, 2022 Fi

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

Ocwen Financial Corporation 2021 Equity Incentive Plan, as amended

Exhibit 10.1 Amendment No. 1 To OCWEN FINANCIAL CORPORATION 2021 EQUITY INCENTIVE PLAN Effective as of May 25, 2022 Section 4.2 of the Ocwen Financial Corporation 2021 Equity Incentive Plan (the ?Plan?) shall be restated in its entirety as follows (all capitalized terms not defined herein shall have the meanings ascribed to them in the Plan): 4.2 Aggregate Share Limit. The maximum number of shares

OCWEN BOARD OF DIRECTORS AUTHORIZES $50 MILLION SHARE REPURCHASE PROGRAM

Exhibit 99.1 Ocwen Financial Corporation? OCWEN BOARD OF DIRECTORS AUTHORIZES $50 MILLION SHARE REPURCHASE PROGRAM West Palm Beach, FL ? (May 23, 2022) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today announced that on May 20, 2022, its Board of Directors authorized a share repurchase program for an aggregate amount of

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

OCWEN FINANCIAL APPOINTS SEAN O’NEIL EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL APPOINTS SEAN O?NEIL EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER West Palm Beach, FL ? (May 18, 2022) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today announced the appointment of Sean O?Neil as Executive Vice President and Chief Financial Officer, effe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e

Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES FIRST QUARTER 2022 RESULTS

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES FIRST QUARTER 2022 RESULTS ? Net income of $58 million and earnings per share of $6.30 ? MSR Fair Value Net gain of $56 million ? GAAP return on equity of 46% ? Book value per share of $58 as of March 31, 2022, up 14% from March 31, 2021 ? Extended subservicing agreements with New Residential through 2023 West Palm Beach, FL ? (Ma

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of inc

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

OCN / Ocwen Financial Corp / Long Focus Capital Management, Llc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ocwen Financial Corporation (Name of Issuer) COMMON STOCK (Title of Class of Securities) 675746606 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th Floor San Juan, PR 00912 (787) 333-0240 (Name, Address and Telephone Nu

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Exhibit 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Long Focus Capital Management, LLC, a Delaware single member limited liability company Long Focus Capital Master, LTD., a Cayman Islands limited company Condagua, LLC, a Delaware single member limited liability company John B. Helmers, a United States citizen A. Glenn Helmers, a United States citizen

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

OCWEN FINANCIAL ANNOUNCES PRELIMINARY FIRST QUARTER 2022 RESULTS AND SCHEDULES EARNINGS CONFERENCE CALL

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES PRELIMINARY FIRST QUARTER 2022 RESULTS AND SCHEDULES EARNINGS CONFERENCE CALL West Palm Beach, FL ? (April 27, 2022) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today announced preliminary results for the first quarter of 2022 and scheduled an earnings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

Services Agreement, dated as of August 10, 2009, by and between O

EX-10.5 7 ex105.htm EXHIBIT 10.5 EXHIBIT 10.5 SERVICES AGREEMENT, dated as of August 10, 2009, between OCWEN FINANCIAL CORPORATION, a Florida corporation (?OCWEN? or together with its Affiliates ?OCWEN Group?), and ALTISOURCE SOLUTIONS S.? r.l., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg and an indirect, wholly-owned subsidiary of OCWEN (?ALTISOUR

Services Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S.à r.l.,as amended (22)

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 SERVICES AGREEMENT This services agreement (this ?Agreement?), dated as of October 1, 2012, between Ocwen Mortgage Servicing, Inc., a corporation organized under the laws of the United States Virgin Islands (?Ocwen,? or together with its subsidiaries, the ?Ocwen Group?), and Altisource Solutions S.? r.l., a private limited liability company organized u

Offer Letter, dated April 17, 2018, between Ocwen Financial Corporation and Glen Messina, as amended (18)

April 17, 2018 Glen Messina Dear Glen, On behalf of Ocwen Financial Corporation (the ?Company?) and the Company?s Board of Directors, we are very excited to confirm the terms of your offer, effective immediately upon your acceptance by your signature below delivered to me: ?Employment Effective Date: Your employment hereunder will be commence on the date of consummation of the merger of POMS Corp.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer

OCWEN FINANCIAL ANNOUNCES FULL YEAR AND FOURTH QUARTER 2021 RESULTS

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES FULL YEAR AND FOURTH QUARTER 2021 RESULTS ? Net income of $18 million for the full year 2021 ? Net loss of $2 million in the quarter including $14 million of income statement notables ? $43 billion of new servicing additions in the quarter, including $32 billion in subservicing ? Closed reverse servicing platform acquisition from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL CORPORATION (E

Subsidiaries (filed herewith)

EXHIBIT 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION The following is a list of subsidiaries of the registrant as of December 31, 2021, omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Name State or Other Jurisdiction of Organization PHH Mortgage Corporation (1) New Jersey PHH Corporation (1) Maryland Ocwen Fin

Agreement Amending Notice Due Date among PHH Mortgage Corporation, New Residential Mortgage LLC and the other parties thereto, dated December 10, 2021 (18)

AGREEMENT AMENDING NOTICE DUE DATE This Agreement Amending Notice Due Date (?Notice Agreement?) is dated as of December 10, 2021 and relates to: the subservicing agreement between PHH Mortgage Corporation, as successor by merger to Ocwen Loan Servicing, LLC (?PHH?), and New Residential Mortgage LLC (NRM) dated July 23, 2017 as amended from time to time (the ?NRM SSA?); the subservicing agreement b

OCN / Ocwen Financial Corp / OAKTREE HOLDINGS, LLC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ocwen Financial Corporation (Name of Issuer) Common Stock, $0.01, par value per share (Title of Class of Securities) 675746309 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

OCWEN FINANCIAL ANNOUNCES THIRD QUARTER 2021 RESULTS

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES THIRD QUARTER 2021 RESULTS ? Net income of $22 million and earnings per share of $2.35 ? Pre-tax income of $10 million and adjusted pre-tax income of $37 million ? Annualized quarterly after-tax ROE of 19% and annualized quarterly adjusted pre-tax ROE of 32% ? $20 billion of new servicing additions and $20 billion of new subservic

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINA

OCN / Ocwen Financial Corp / COOPERMAN LEON G - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746309 (CUSIP Number) August 5, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

OCWEN FINANCIAL PROVIDES UPDATE ON CORRESPONDENT LENDING CHANNEL GROWTH AND ORGANIZATION

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL PROVIDES UPDATE ON CORRESPONDENT LENDING CHANNEL GROWTH AND ORGANIZATION West Palm Beach, FL ? (October 14, 2021) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today provided an update on the significant growth in its Correspondent Lending channel, and announced th

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

OCWEN FINANCIAL ANNOUNCES CLOSING WITH REVERSE MORTGAGE SOLUTIONS TO ACQUIRE REVERSE MORTGAGE SERVICING AND REO PLATFORMS

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES CLOSING WITH REVERSE MORTGAGE SOLUTIONS TO ACQUIRE REVERSE MORTGAGE SERVICING AND REO PLATFORMS West Palm Beach, FL ? (October 4, 2021) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today announced that its wholly-owned subsidiary, PHH Mortgage Corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL

Bulk Servicing Rights Purchase and Sale Agreement between PHH Mortgage Corporation and AmeriHome Mortgage Company, LLC dated as of May 21, 2021 (18)

Exhibit 10.3 Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be furnished supplementally to the SEC upon request. BULK SERVICING RIGHTS PURCHASE AND SALE AGREEMENT BY AND BETWEEN PHH MORTGAGE CORPORATION as PURCHASER

Binding Term Sheet among Ocwen Financial Corporation, Ocwen USVI Services, LLC and Altisource S.à r.l. dated as of May 5, 2021 (18)

Exhibit 10.2 Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be furnished supplementally to the SEC upon request. Binding Term Sheet The items set forth in this term sheet and the attached exhibit (collectively, this

OCWEN FINANCIAL PROVIDES BUSINESS UPDATE AND SECOND QUARTER 2021 RESULTS

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL PROVIDES BUSINESS UPDATE AND SECOND QUARTER 2021 RESULTS West Palm Beach, FL ? (August 4, 2021) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today provided information regarding its second quarter 2021 results and progress on the Company?s key business priorities.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of i

OCWEN FINANCIAL ANNOUNCES AGREEMENT WITH REVERSE MORTGAGE SOLUTIONS TO ACQUIRE REVERSE MORTGAGE SERVICING PLATFORM

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL ANNOUNCES AGREEMENT WITH REVERSE MORTGAGE SOLUTIONS TO ACQUIRE REVERSE MORTGAGE SERVICING PLATFORM West Palm Beach, FL ? (June 18, 2021) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today announced that its wholly-owned subsidiary, PHH Mortgage Corporation (?PHH?)

As filed with the Securities and Exchange Commission on May 25, 2021

As filed with the Securities and Exchange Commission on May 25, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 OCWEN FINANCIAL CORPORATION (Exact name of issuer as specified in its charter) Florida 65-0039856 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1661 Worthington Road Suite 100 West Palm B

Ocwen Financial Corporation 2021 Equity Incentive Plan (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 25, 2021 (Commission File No. 001-13219) and incorporated herein by this reference)

Exhibit 10.1 OCWEN FINANCIAL CORPORATION 2021 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Ocwen Financial Corporation 2021 Equity Incentive Plan (this ?Plan?) of Ocwen Financial Corporation, a Florida corporation (the ?Corporation?), is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain and reward sel

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

Opinion of Counsel (opinion re legality of the shares transferred from the 2017 Plan to the 2021 Plan)

Exhibit 5.4 May 25, 2021 Ocwen Financial Corporation 1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409 Re: Registration of Securities of Ocwen Financial Corporation Ladies and Gentlemen: In connection with the registration of up to 1,333,334 shares of Common Stock of Ocwen Financial Corporation, a Florida corporation (the ?Company?), par value $0.01 per share (the ?Shares?), under th

As filed with the Securities and Exchange Commission on May 25, 2021

As filed with the Securities and Exchange Commission on May 25, 2021 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of in

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of inc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of inc

Registration Rights Agreement dated as of March 4, 2021 (19)

REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of March 4, 2021 (the ?Closing Date?), by and between Ocwen Financial Corporation, a Florida corporation (the ?Company?), Opps OCW Holdings, LLC, a Delaware limited liability company (?Opps OCW Holdings?), ROF8 OCW MAV PT, LLC, a Delaware limited liability company (?ROF8 MAV?), and ROF8

Form of Stock-Settled Time-Based Restricted Stock Unit Agreement dated March 2, 2021 (19)

STOCK UNIT AWARD AGREEMENT THIS STOCK UNIT AWARD AGREEMENT (this ?Agreement?) is made as of March 2, 2021 (the ?Award Date?) between Ocwen Financial Corporation, a Florida corporation (the ?Corporation?), and [ ], an employee of the Corporation or of a Subsidiary (the ?Participant?).

Form of Hybrid (Cash and Stock Settled) Time-Based Restricted Stock Unit Agreement dated March 2, 2021 (19)

STOCK UNIT AWARD AGREEMENT THIS STOCK UNIT AWARD AGREEMENT (this ?Agreement?) is made as of March 2, 2021 (the ?Award Date?) between Ocwen Financial Corporation, a Florida corporation (the ?Corporation?), and [ ], an employee of the Corporation or of a Subsidiary (the ?Participant?).

Form of Warrant issued March 4, 2021 (19)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.

Form of $199,500,000 aggregate principal amount Senior Secured Notes due 2027 (19)

Form of Note OCWEN FINANCIAL CORPORATION Senior Secured Notes due 2027 No. [ ] Issuance Date: March 4, 2021 $[ ] FOR VALUE RECEIVED, the undersigned, Ocwen Financial Corporation (herein called the ?Company?), a corporation organized and existing under the laws of Florida, hereby promises to pay to [], or registered assigns, the principal sum of [] DOLLARS on March 4, 2027 (the ?Maturity Date?). In

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIA

Form of Stock-Settled Performance-Based Restricted Stock Unit Agreement dated March 2, 2021 (filed herewith)

PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this ?Agreement?) is made as of March 2, 2021 (the ?Award Date?) between Ocwen Financial Corporation, a Florida corporation (the ?Corporation?), and [ ], an employee of the Corporation or of a Subsidiary (the ?Participant?).

Second Lien Notes Pledge and Security Agreement, dated as of March 4, 2021, among Ocwen Financial Corporation and Oaktree Fund Administration, LLC (19)

EXECUTION VERSION Certain Schedules and Exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

First Lien Notes Pledge and Security Agreement dated as of March 4, 2021 among PHH Mortgage Corporation, PHH Corporation, other guarantors thereto, and Wilmington Trust, National Association (19)

EXECUTION VERSION Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

Severance Agreement with Timothy J. Yanoti, effective March 2, 2021 (filed herewith)

SEPARATION AGREEMENT AND FULL RELEASE This Separation Agreement and Full Release (the ?Agreement?), dated as of February 19, 2021 is by and between Timothy J.

Note and Warrant Purchase Agreement, dated as of February 9, 2021, by and among Ocwen Financial Corporation, the purchasers signatory thereto, and Oaktree Fund Administration, LLC, as collateral agent (19)

EXECUTION VERSION Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

First Amendment to Transaction Agreement, dated as of March 4, 2021, by and among OCW MAV Holdings, LLC, Ocwen Financial Corporation, and affiliates of Oaktree Capital Management L.P. (19)

EXECUTION VERSION Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

Form of Hybrid (Cash and Stock Settled) Performance-Based Restricted Stock Unit Agreement dated March 2, 2021 (19)

PERFORMANCE STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this ?Agreement?) is made as of March 2, 2021 (the ?Award Date?) between Ocwen Financial Corporation, a Florida corporation (the ?Corporation?), and [ ], an employee of the Corporation or of a Subsidiary (the ?Participant?).

Form of $400,000,000 aggregate principal amount 7.875% Senior Secured Notes due 2026 (19)

FORM OF NOTE [FACE OF NOTE] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture] A-1 CUSIP [ ] ISIN [ ]1 [RULE 144A][REGULATION S] GLOBAL NOTE 7.

Indenture, dated as of March 4, 2021, among PHH Mortgage Corporation, as the issuer, Ocwen Financial Corporation, as the parent, and the other guarantors thereto, and Wilmington Trust, National Association, as the trustee and collateral trustee (19)

Execution Version Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

OCWEN FINANCIAL PROVIDES BUSINESS UPDATE AND PRELIMINARY FIRST QUARTER 2021 RESULTS Continued earnings improvement and strong originations activity Positive operating and financial momentum

Exhibit 99.1 Ocwen Financial Corporation? OCWEN FINANCIAL PROVIDES BUSINESS UPDATE AND PRELIMINARY FIRST QUARTER 2021 RESULTS Continued earnings improvement and strong originations activity Positive operating and financial momentum West Palm Beach, FL ? (April 28, 2021) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ocwen Financial Corporation (Name of Issuer) Common Stock, $0.01, par value per share (Title of Class of Securities) 675746309 (CUSIP Number) March 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2)) [X]

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of i

OCWEN FINANCIAL ANNOUNCES CLOSING OF $400 MILLION OFFERING OF PHH MORTGAGE CORPORATION SENIOR SECURED NOTES DUE 2026 Enhances Capital Structure and Increases Financial Flexibility to Support Continued Growth and Investment in the Company

EX-99.1 2 ex99-1.htm Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES CLOSING OF $400 MILLION OFFERING OF PHH MORTGAGE CORPORATION SENIOR SECURED NOTES DUE 2026 Enhances Capital Structure and Increases Financial Flexibility to Support Continued Growth and Investment in the Company West Palm Beach, FL – (March 4, 2021) – Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Co

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer of i

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer

OCWEN FINANCIAL ANNOUNCES PRICING OF $400 MILLION OF SENIOR SECURED NOTES DUE 2026 BY PHH MORTGAGE CORPORATION

Exhibit 99.1 OCWEN FINANCIAL ANNOUNCES PRICING OF $400 MILLION OF SENIOR SECURED NOTES DUE 2026 BY PHH MORTGAGE CORPORATION West Palm Beach, FL ? (February 26, 2021) ? Ocwen Financial Corporation (NYSE: OCN) (?Ocwen? or the ?Company?), a leading non-bank mortgage servicer and originator, today announced that its subsidiary PHH Mortgage Corporation (?PMC?) priced $400 million aggregate principal am

OCWEN FINANCIAL ANNOUNCES PROPOSED OFFERING OF $400 MILLION OF SENIOR SECURED NOTES DUE 2026 BY PHH MORTGAGE CORPORATION

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES PROPOSED OFFERING OF $400 MILLION OF SENIOR SECURED NOTES DUE 2026 BY PHH MORTGAGE CORPORATION West Palm Beach, FL – (February 24, 2021) – Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Company”), a leading non-bank mortgage servicer and originator, today announced that its subsidiary PHH Mortgage Corporation (“PMC”) pla

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer

Exhibit 4.9

Exhibit 4.9 Description of Common Stock Each share of common stock has the same relative rights as, and is identical in all respects with, each other share of common stock. All shares of common stock currently outstanding are fully paid and nonassessable. The shares of common stock represent nonwithdrawable capital and are not subject to call for redemption. The shares of common stock are not an a

Transaction Agreement between Ocwen Financial Corporation and Oaktree Capital Management L.P. and affiliates, dated as of December 21, 2020 (20)

EX-10.54 3 a20201231ex1054.htm EX-10.54 Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any referenced schedules will be furnished to the SEC upon request. TRANSACTION AGREEMENT TRANSACTION AGREEMENT (the “Agreement”) dated as of December 21, 2020 among OCW MAV Holdings, LLC, a Delaware limited liability company (“OMH”), Ocwen Financi

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINANCIAL CORPORATION (E

Form of Registration Rights Agreement between Ocwen Financial Corporation, Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (20)

FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?], by and between Ocwen Financial Corporation, a Florida corporation (the ?Company?), and Opps OCW Holdings, LLC, a Delaware limited liability company (?Opps OCW Holdings?) and ROF8 OCW MAV PT, LLC, a Delaware limited liability company (together with Opps OCW Holdings, the ?Purchaser?).

Subsidiaries (filed herewith)

EXHIBIT 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION The following is a list of subsidiaries of the registrant as of December 31, 2020, omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Name State or Other Jurisdiction of Organization PHH Mortgage Corporation (1) New Jersey PHH Corporation (1) Maryland Ocwen Fin

Form of Securities Purchase Agreement between Ocwen Financial Corporation, Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (20)

Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

Form of Warrant issuable to Opps OCW Holdings, LLC and ROF8 OCW MAV PT, LLC (20)

Form of Warrant Certificate THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746309 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

OCWEN FINANCIAL ANNOUNCES AGREEMENT WITH OAKTREE FOR ADDITIONAL $250 MILLION INVESTMENT AND PRELIMINARY FOURTH QUARTER RESULTS Executed agreement with Oaktree follows rigorous strategic review process Continued profitability improvement and originati

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL ANNOUNCES AGREEMENT WITH OAKTREE FOR ADDITIONAL $250 MILLION INVESTMENT AND PRELIMINARY FOURTH QUARTER RESULTS Executed agreement with Oaktree follows rigorous strategic review process Continued profitability improvement and originations volume growth Transformed into balanced and diversified originator and servicer positioned for profitabl

OCWEN FINANCIAL NAMES GEORGE HENLEY EXECUTIVE VICE PRESIDENT AND CHIEF GROWTH OFFICER Henley brings more than 25 years of mortgage industry experience and strong originations growth track record to Ocwen

Exhibit 99.1 Ocwen Financial Corporation® OCWEN FINANCIAL NAMES GEORGE HENLEY EXECUTIVE VICE PRESIDENT AND CHIEF GROWTH OFFICER Henley brings more than 25 years of mortgage industry experience and strong originations growth track record to Ocwen West Palm Beach, FL – (February 8, 2021) – Ocwen Financial Corporation (NYSE: OCN) (“Ocwen” or the “Company”), a leading non-bank mortgage servicer and or

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* OCWEN FINANCIAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 675746309 (CUSIP Number) January 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2020 OCWEN FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Florida 1-13219 65-0039856 (State or other jurisdiction (Commission (IRS Employer

Amendment No. 2, dated as of October 5, 2020, to New RMSR Agreement dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC, and New Residential Mortgage LLC (15)

Exhibit 10.4 EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NUMBER TWO New RMSR Agreement by and among NEW RESIDENTIAL MORTGAGE LLC HLLS HOLDINGS, LLC HLSS MSR - EBO ACQUISITION LLC and PHH MORTGAGE CORPORATION (as successor

Amendment to April 17, 2018 Offer Letter between Ocwen Financial Corporation and Glen Messina, effective September 15, 2020

Ocwen Financial Corporation 1661 Worthington Road, Suite 100 West Palm Beach, FL 33409 September 15, 2020 Re: Third Amendment to April 17, 2018 Offer Letter Dear Glen: On behalf of Ocwen Financial Corporation (“the Company” or “Ocwen”), I am writing to confirm the terms of your compensation arrangement following recent determinations by the Compensation and Human Capital Committee of our Board of Directors.

Amended and Restated Articles of Incorporation, as amended (1)

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OCWEN FINANCIAL CORPORATION ARTICLE I CORPORATE NAME The name of this corporation is: Ocwen Financial Corporation ARTICLE II PRINCIPAL OFFICE The address of the principal office and the mailing address of this corporation are: 1675 Palm Beach Lakes Boulevard West Palm Beach, Florida 33401 ARTICLE III CAPITAL STOCK The total number of sh

Form of Restricted Stock Unit Award granted September 10, 2020 (15)

Exhibit 10.3 CASH-SETTLED STOCK UNIT AWARD AGREEMENT THIS CASH-SETTLED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of September 10, 2020 (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [ ], an employee of the Corporation or of a Subsidiary (the “Participant”). WHEREAS, the Corporation desires, by granting to the Participant an awa

Binding Term Sheet dated as of February 22, 2019 between Altisource S.à r.l., Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc. (15)

Exhibit 10.7 Certain Information in this Exhibit marked by [***] has been redacted pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. February 22, 2019 Confidential Information Ocwen Financial Corporation 1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409 Ocwen Mortgage Servicing, Inc. (maili

Form of Cash Award granted September 10, 2020 (15)

Exhibit 10.2 September 10, 2020 INDIVIDUAL SPECIAL CASH AWARD AGREEMENT Dear [ ], This document outlines your eligibility for a Special Cash Award (“Award”) to be earned and payable to you in cash by Ocwen Financial Corporation (“Ocwen” or “the Company”) upon your fulfillment of the terms and conditions set forth herein. Eligibility for the Award is subject to continued at-will employment through

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission File No. 1-13219 OCWEN FINA