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Securitizations and Variable Interest Entities | 9 Months Ended
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Sep. 30, 2025
Transfers and Servicing [Abstract] |
Securitizations and Variable Interest Entities |
Note 2 – Securitizations and Variable Interest Entities
We securitize, sell and service forward and reverse residential mortgage loans and regularly transfer financial assets in connection with asset-backed financing arrangements. We have aggregated these transfers of financial assets and asset-backed financing arrangements using special purpose entities (SPEs) or variable interest entities (VIEs) into the following groups: (1) securitizations of residential mortgage loans, (2) financings of loans held for sale and other related assets, (3) financings of advances and (4) MSR financings. Financing transactions that do not use SPEs or VIEs are disclosed in Note 12 – Borrowings. Securitizations of Residential Mortgage Loans Transfers of Forward Loans We sell or securitize forward loans that we originate or purchase from third parties, generally in the form of mortgage-backed securities guaranteed by the GSEs or Ginnie Mae. Securitization typically occurs within 30 days of loan closing or purchase. We act only as a fiduciary and do not have a variable interest in the securitization trusts. As a result, we account for these transactions as sales upon transfer. The following table presents a summary of cash flows received from and paid to securitization trusts related to transfers of loans accounted for as sales that were outstanding:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
2025 |  | 2024 |  | 2025 |  | 2024
Proceeds received from securitizations | $ | 7,357.7 |  |  | $ | 4,712.9 |  |  | $ | 16,542.6 |  |  | $ | 11,521.0 |
Servicing fees collected (1) | 45.6 |  |  | 35.5 |  |  | 127.6 |  |  | 114.0 |
Purchases of previously transferred assets, net of claims reimbursed | (3.8) |  |  | (1.4) |  |  | (10.4) |  |  | (7.6) |
| $ | 7,399.5 |  |  | $ | 4,747.1 |  |  | $ | 16,659.7 |  |  | $ | 11,627.4 |
(1)We receive servicing fees based upon the securitized loan unpaid principal balance (UPB) and certain ancillary fees, all of which are reported in Servicing and subservicing fees in the unaudited consolidated statements of operations. In connection with these transfers, we retained MSRs of $116.0 million and $258.9 million during the three and nine months ended September 30, 2025, respectively, and $61.6 million and $163.9 million during the three and nine months ended September 30, 2024, respectively. Certain obligations arise from the agreements associated with our transfers of loans. Under these agreements, we may be obligated to repurchase the loans, or otherwise indemnify or reimburse the investor or insurer for losses incurred due to material breach of contractual representations and warranties. We receive customary origination representations and warranties from our network of approved correspondent lenders. To the extent that we have recourse against a third-party originator, we may recover part or all of any loss we incur. Also refer to the Loan Put-Back and Related Contingencies section of Note 22 – Contingencies. The following table presents the carrying amounts of our assets that relate to our continuing involvement with forward loans that we have transferred with servicing rights retained as well as an estimate of our maximum exposure to loss including the UPB of the transferred loans:
| September 30, 2025 |  | December 31, 2024
Carrying value of assets |  |  |
MSRs, at fair value | $ | 903.8 |  |  | $ | 734.2 |
Advances | 93.4 |  |  | 129.6 |
UPB of loans transferred (1) | 60,816.8 |  |  | 49,641.2 |
Maximum exposure to loss (2) | $ | 61,814.0 |  |  | $ | 50,505.0 |
(1)Includes $15.5 billion and $11.7 billion of loans delivered to Ginnie Mae as of September 30, 2025 and December 31, 2024, respectively, and includes loan modifications repurchased and delivered through the Ginnie Mae Early Buyout Program (EBO). (2)The maximum exposure to loss in the table above is primarily based on the remaining UPB of loans serviced and assumes all loans were deemed worthless as of the reporting date. It does not take into consideration the proceeds from the underlying collateral liquidation, recoveries or any other recourse available to us, including from mortgage insurance, guarantees or correspondent sellers. We do not believe the maximum exposure to loss from our involvement with these previously transferred loans is representative of the actual loss we are likely to incur based on our contractual rights and historical loss experience and projections. Also, refer to the Loan Put-Back and Related Contingencies section in Note 22 – Contingencies. At September 30, 2025 and December 31, 2024, 2.0% and 2.7%, respectively, of the transferred residential loans that we service were 60 days or more past due, including 60 days or more past due loans under forbearance. This includes 4.8% and 7.0%, respectively, of loans delivered to Ginnie Mae that are 60 days or more past due. Transfers of Reverse Mortgages We pool HECM loans into HMBS that we sell into the secondary market with servicing rights retained. As the transfers of the HECM loans do not qualify for sale accounting, we account for these transfers as secured financings, with the HECM loans classified as Loans held for investment, at fair value, on our consolidated balance sheets. Holders of participating interests in the HMBS have no recourse against the assets of Onity, except with respect to standard representations and warranties and our contractual obligation to service the HECM loans and the HMBS. Financing of Loans Held for Sale, Receivables and Other Assets using SPEs We consolidate an SPE (trust) in connection with a warehouse mortgage loan financing facility structured as a gestation repurchase facility whereby Agency mortgage loans are transferred by PHH to the trust for collateralization purposes. As of September 30, 2025 and December 31, 2024, $200.0 million and $200.0 million, respectively, loans held for sale were pledged as collateral for $200.0 million and $200.0 million, respectively, debt certificates issued by the trust. See Note 12 – Borrowings. We consolidate an SPE (trust) in connection with a warehouse mortgage loan financing facility structured as a repurchase facility with a $350.0 million borrowing capacity. On May 12, 2025, PHH sold beneficial interest certificates (Trust Certificates) issued by the trust and agreed to repurchase such Trust Certificates at a specified future date and specified price. PHH contributed a participation interest in mortgage loans, including claims account receivables and REO properties to the trust and received Trust Certificates representing beneficial interests in the trust assets. As of September 30, 2025, we borrowed $270.6 million under this facility and pledged $297.5 million assets as collateral, representing the participation interest the in loans held for sale, claims account receivables, net and REO properties. See Note 12 – Borrowings. We consolidate an SPE in connection with a warehouse mortgage loan financing facility structured as a repurchase facility with a $205.0 million borrowing capacity. PHH contributed to the SPE a participation interest in certain mortgage loans. On September 24, 2025, the SPE sold participation interest certificates issued by PHH and agreed to repurchase such participation interest certificates at a specified future date and specified price. PHH received cash and a 100% membership interest in the SPE in exchange for the contributed participation interest. As of September 30, 2025, we borrowed $144.9 million under this facility and pledged $149.6 million assets as collateral, representing the participation interest in the loans held for sale. See Note 12 – Borrowings. We finance certain reverse mortgage buyouts that are insured by the FHA, including loans held for sale, claim receivables from the Department of Housing and Urban Development (HUD) and REO properties, through private placement securitizations, referred to as OLIT transactions. The securitized assets include assets we purchased from third parties along with mortgage buyouts from our own reverse mortgage portfolio. The securitization trusts issued senior and mezzanine class Notes to third party investors. We retain certain mezzanine class Notes and ownership interests and service the underlying assets. As servicer, we are required to make certain servicing and principal advances that will not be reimbursable to us until all payments of interest and principal have been made to noteholders. We determined we were the primary beneficiary, and thus consolidate the securitization trusts and related depositor. Recourse for the Notes is limited to the assets of the respective securitization trusts. Also refer to Note 12 – Borrowings. The table below presents the carrying value and classification of the assets and liabilities reported on our consolidated balance sheet that are associated with the OLIT securitized reverse mortgage loans buyouts and financing liabilities:
| September 30, 2025 |  | December 31, 2024
Mortgage loans (Loans held for sale, at fair value) | $ | 478.6 |  |  | $ | 375.4 |
Receivables, net | 37.6 |  |  | 31.9 |
REO (Other assets) | 58.3 |  |  | 39.4 |
Debt service and Interest reserve accounts (Restricted cash) | 23.3 |  |  | 13.3 |
Total assets | $ | 597.7 |  |  | $ | 460.0 |
Outstanding borrowing UPB (Mortgage loan financing facilities, net) | 648.0 |  |  | 517.3 |
Unamortized discount and debt issuance costs (Mortgage loan financing facilities, net) | (34.1) |  |  | (35.4) |
Accrued expenses and Accrued interest (Other liabilities) | 1.3 |  |  | 1.7 |
Total liabilities | $ | 615.2 |  |  | $ | 483.6 |
Financings of Servicing Advances using SPEs We pledged certain servicing advances as collateral to our advance financing facilities, referred to as advance match funded liabilities, with the use of SPEs that we consolidate and include in our consolidated financial statements. Holders of the debt issued by these entities have recourse only to the assets of the SPE for satisfaction of the debt. The table below presents the carrying value and classification of the assets and liabilities of the advance financing facilities:
| September 30, 2025 |  | December 31, 2024
Match funded advances (Advances, net) | $ | 346.0 |  |  | $ | 481.8 |
Debt service accounts (Restricted cash) | 8.0 |  |  | 14.0 |
Advance match funded liabilities | 320.1 |  |  | 416.5 |
MSR Financings using SPEs We consolidate four SPEs (referred to as ESR Trusts) in connection with third-party financing facilities secured by certain of our Fannie Mae and Freddie Mac MSRs (GSE MSRs) and one SPE (PMC PLS ESR Issuer LLC or PLS Issuer) in connection with our PLS MSR financing facility. Ocwen Excess Spread-Collateralized Notes, Series 2022-PLS1 Class A (PLS Notes) issued by the SPE were redeemed on its maturity in February 2025. Concurrently, in February 2025, in connection with a PLS MSR financing agreement (repurchase agreement) PHH sold the membership interest certificate representing 100% of the limited liability company interests in PLS Issuer and agreed to repurchase such membership interest certificate at a specified future date and specified price. The table below presents the carrying value and classification of the assets and liabilities of the GSE MSR financing facility:
| September 30, 2025 |  | December 31, 2024
MSRs pledged (MSRs, at fair value) | $ | 941.9 |  |  | $ | 814.9 |
Debt service account (Restricted cash) | 0.2 |  |  | 1.8 |
Outstanding borrowings (MSR financing facilities, net) | 605.0 |  |  | 440.7 |
Unamortized debt issuance costs (MSR financing facilities, net) | — |  |  | (0.1) |

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