Regulatory Requirements

9 Months Ended

Sep. 30, 2025


Note 20 – Regulatory Requirements

Our business is subject to extensive regulation and supervision by federal, state, local and foreign governmental authorities, including the Consumer Financial Protection Bureau (CFPB), the HUD, the SEC and various state agencies that license our servicing and lending activities. Accordingly, we are regularly subject to examinations, inquiries and requests, including civil investigative demands and subpoenas. The GSEs and their conservator, the Federal Housing Finance Agency (FHFA), Ginnie Mae, the United States Treasury Department, various investors, non-Agency securitization trustees and others also subject us to periodic reviews and audits.

We must comply with a large number of federal, state and local consumer protection and other laws and regulations, including, among others, the CARES Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the Telephone Consumer Protection Act (TCPA), the Gramm-Leach-Bliley Act, the Fair Debt Collection Practices Act (FDCPA), the Real Estate Settlement Procedures Act (RESPA), the Truth in Lending Act (TILA), the Servicemembers Civil Relief Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act (HMDA), the Federal Trade Commission Act,

the Fair Credit Reporting Act, the Equal Credit Opportunity Act, as well as individual state and local laws, and federal and local bankruptcy rules. These laws and regulations apply to all facets of our business, including, but not limited to, licensing, loan originations, consumer disclosures, default servicing and collections, foreclosure, filing of claims, registration of vacant or foreclosed properties, handling of escrow accounts, payment application, interest rate adjustments, assessment of fees, loss mitigation, use of credit reports, handling of unclaimed property, safeguarding of non-public personally identifiable information about our customers, and the ability of our employees to work remotely. These complex requirements can and do change as laws and regulations are enacted, promulgated, amended, interpreted and enforced. The general trend among federal, state and local legislative bodies and regulatory agencies as well as state attorneys general has been toward increasing laws, regulations, investigative proceedings and enforcement actions with regard to residential real estate lenders and servicers, which could increase the possibility of adverse regulatory action against us.

In addition, a number of foreign laws and regulations apply to our operations outside of the U.S., including laws and regulations that govern licensing, privacy, employment, safety, payroll and other taxes and insurance and laws and regulations that govern the creation, continuation and the winding up of companies as well as the relationships between shareholders, our corporate entities, the public and the government in these countries. Our foreign subsidiaries are subject to inquiries and examinations from foreign governmental regulators in the countries in which we operate outside of the U.S.

Our licensed entities are required to renew their licenses, typically on an annual basis, and to do so they must satisfy the license renewal requirements of each jurisdiction, which generally include financial requirements such as providing audited financial statements and satisfying minimum net worth requirements and non-financial requirements such as satisfactory completion of examinations relating to the licensee’s compliance with applicable laws and regulations.

Regulatory capital and liquidity requirements

We are subject to seller/servicer obligations under agreements with the GSEs, HUD, FHA, VA and Ginnie Mae, including capital requirements related to tangible net worth, as defined by the applicable agency, daily liquidity requirements, an obligation to provide audited financial statements within 90 days of the applicable entity’s fiscal year end as well as extensive requirements regarding servicing, selling and other matters. Net worth and liquidity regulatory requirements are generally based on the UPB of serviced assets.

Our licensed entities are required to maintain a 6% minimum ratio of tangible net worth to total assets (leverage ratio) pursuant to Agency rules. As issuer of HMBS, PHH received an exemption to exclude securitized reverse mortgage loans held for investment pledged to HMBS ($9.9 billion at September 30, 2025) from total assets in the computation of the leverage ratio due to the “lack of true sale accounting treatment of the HMBS Program” as per the Ginnie Mae guide.

PHH is required to maintain a minimum of 6% risk-based capital ratio (RBCR) pursuant to Ginnie Mae’s risk-based capital requirements. Ginnie Mae issued PHH a waiver extending the deadline by which PHH must meet the RBCR requirements to October 1, 2025. In the second quarter of 2025, in order to achieve and maintain compliance with the Ginnie Mae RBCR requirements, PHH transferred certain GSE MSR investment activities previously conducted by PHH to a dedicated licensed entity PAS, a wholly-owned subsidiary of PHH Corporation, with PHH retaining the subservicing. As of September 30, 2025, we believe PHH was in compliance with RBCR requirements.

We believe our licensed entities were in compliance with all of their minimum net worth and liquidity requirements, as defined, at September 30, 2025. The most restrictive of the various net worth and liquidity requirements for licensing and seller/servicer obligations were as follows for our licensed entities at September 30, 2025:


	Required		Reported
Net worth
PHH	$	300.0	405.9
PAS	275.0		327.3
Liquidity (4)
PHH - FHFA (1)	69.5		142.0
PHH - Ginnie Mae (2)	73.7		493.1

PAS - FHFA (3)	86.3		217.2

(1)Reported liquidity includes $94.2 million cash and $47.9 million of additional eligible liquidity, defined by the FHFA as 50 percent of the unused portion of committed Agency servicing advance facilities.

(2)Reported liquidity includes Servicing advances as eligible liquidity pursuant to Ginnie Mae’s liquidity requirements.

(3)Reported liquidity includes $60.0 million cash and $157.2 million of additional eligible liquidity, defined by the FHFA as 50 percent of the unused portion of committed Agency servicing advance facilities.

(4)The liquidity displayed in the above table reflects liquidity measures as defined by regulators that differ from liquidity available to finance the business. At September 30, 2025, our total liquidity of $221.3 million included $172.8 million of unrestricted cash and $48.5 million total available committed and uncommitted borrowing capacity based on the amount of eligible collateral.

New York Department of Financial Services (NY DFS)

The NY DFS currently limits our ability to acquire MSRs with respect to New York loans, so that Onity may not increase its aggregate portfolio of New York loans serviced or subserviced by Onity by more than 2% per year. This restriction will remain in place until the NY DFS conducts a review and determines that Onity has developed a satisfactory infrastructure to board sizable portfolios of MSRs. We believe we have complied with all terms required by the NY DFS.