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~~August 3012, 2025 (~~July~~August 2912, 2025)

ONEMAIN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36129	27-3379612
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

601 N.W. Second Street, Evansville, IN 47708

(Address of principal executive offices) (Zip Code)

(812) 424-8031

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OMF		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~July~~August 2912, 2025, OneMain Finance Corporation (“OMFC”), a direct subsidiary of OneMain Holdings, Inc. (“OMH,” “we,” “us” or “our”), asissued a$750.0 ~~guarantor,~~million aggregate ~~entered~~principal ~~into~~amount anof ~~underwriting~~OMFC’s ~~agreement~~6.125% Senior Notes due 2030 (the “~~Underwriting Agreement~~Notes”) ~~with~~under ~~OneMain~~an ~~Finance Corporation~~Indenture, adated ~~direct~~as ~~subsidiary~~ of ~~OMH~~December 3, 2014 (the “~~OMFC~~Base Indenture”), asamong ~~the~~OMFC, as issuer, OMH, as guarantor, and ~~Wells~~Wilmington ~~Fargo~~Trust, ~~Securities~~National Association, ~~LLC~~as trustee (the “Trustee”), as ~~representative~~amended ofand ~~the~~supplemented ~~several~~by ~~underwriters~~a ~~named~~Twenty-Second ~~therein~~Supplemental Indenture, dated as of August 12, 2025 (the “~~Underwriters~~Supplemental Indenture”) and, ~~relating~~together towith the ~~issuance~~Base ~~and~~Indenture, ~~sale by~~the “Indenture”), among OMFC, ofOMH ~~$750.0~~and ~~million~~the ~~aggregate~~Trustee, ~~principal~~pursuant ~~amount~~to which OMH provided a guarantee of ~~OMFC’s~~the 6Notes.~~125%~~ ~~Senior~~The Notes ~~due~~were ~~2030~~offered ~~(the~~and ~~“Notes”)~~sold in an underwritten public offering made pursuant to a ~~registration~~Prospectus ~~statement~~Supplement, dated July 29, 2025, to the Prospectus, dated October 13, 2023, filed as part of OMFC’s and OMH’s ~~related~~joint ~~prospectus~~Registration ~~supplement~~Statement on Form S-3 (Registration No. 333-274956) filed with the Securities and Exchange Commission (the “SEC”). The ~~offering~~Notes isare ~~expected~~guaranteed ~~to close~~ on ~~August~~an ~~12,~~unsecured ~~2025,~~basis ~~subject~~by ~~to satisfaction of customary closing conditions~~OMH.

The ~~Underwriting~~Notes ~~Agreement~~will ~~includes~~mature ~~customary~~on ~~representations~~May 15, ~~warranties~~2030 and ~~covenants~~bear byinterest ~~each~~at a rate of ~~OMFC~~6.125% per annum, payable semiannually in arrears on May 15 and ~~OMH~~November 15 of each year, beginning on November 15, 2025. ItThe ~~also~~Notes ~~provides~~are ~~for~~OMFC’s ~~customary~~senior unsecured obligations and rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed ~~indemnification~~ by OMH and will not be guaranteed by ~~each~~any of OMFC’s subsidiaries, ~~OMH~~including ~~and~~OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of OMFC’s secured obligations to the ~~Underwriters~~extent ~~against~~of ~~certain~~the ~~liabilities~~value of the assets securing such obligations, structurally subordinated to all existing and ~~customary~~future ~~contribution~~liabilities ~~provisions~~of our subsidiaries (other than OMFC), and rank senior in ~~respect~~right of ~~those~~payment ~~liabilities~~to all existing and future subordinated indebtedness of OMFC.

The ~~foregoing~~Notes ~~description~~may be redeemed, in whole or in part, at OMFC’s option, at any time or from time to time (i) prior to November 15, 2029 (six months prior to the maturity date of the ~~Underwriting~~Notes), ~~Agreement~~at ~~does~~the ~~not~~applicable ~~purport~~redemption toprice bespecified ~~complete~~in the Indenture, and is(ii) ~~qualified~~on inand ~~its~~after ~~entirety~~November by15, ~~reference~~2029 (six months prior to the ~~full~~maturity ~~text~~date of the ~~Underwriting Agreement~~Notes), at a ~~copy~~redemption ofprice ~~which~~equal isto ~~filed~~100% asof ~~Exhibit~~the ~~1.1~~principal amount of the Notes to ~~this~~be ~~Current~~redeemed, ~~Report~~in oneach ~~Form~~case ~~8-K~~plus accrued and isunpaid ~~incorporated~~interest ~~herein~~on bysuch ~~reference~~principal amount to, but not including, the applicable redemption date.

The Indenture contains covenants that, among other things, limit OMFC’s ~~intends~~ability to ~~use~~create ~~the~~liens ~~net~~on ~~proceeds~~assets ~~from~~and ~~this~~restrict ~~offering~~OMFC’s ability to ~~redeem~~consolidate, ~~all~~merge or ofsell its ~~outstanding 9~~assets.~~000%~~ ~~Senior~~The ~~Notes~~Indenture ~~due~~also ~~2029;~~provides ~~any~~for ~~additional~~customary ~~proceeds~~events ~~following the~~of ~~redemption~~default ~~will~~(subject bein ~~used~~certain ~~for~~cases ~~general~~to ~~corporate~~customary ~~purposes~~grace and cure periods), which ~~may~~ include ~~additional~~nonpayment, ~~debt~~breach ~~repurchases~~of covenants in the Indenture and ~~repayments~~certain events of bankruptcy and insolvency. ~~This~~Generally, ~~Current~~if ~~Report~~an onevent ~~Form~~of ~~8-K~~default isoccurs, ~~not~~the aTrustee ~~notice~~or holders of ~~redemption~~at orleast a25% ~~solicitation~~in aggregate principal amount of anthe ~~offer~~then ~~for~~outstanding Notes may declare the ~~9.000%~~principal ~~Senior~~amount of all the Notes to be due and payable immediately. The Notes ~~2029~~ will not have the benefit of any sinking fund.

~~Certain~~The foregoing description of the ~~Underwriters~~Indenture and ~~their~~the ~~affiliates~~Notes ~~have~~does ~~engaged~~not ~~in,~~purport to be complete and ~~may~~is qualified in its entirety by reference to the ~~future~~full ~~engage~~text ~~in,~~of the ~~investment~~Base ~~banking~~Indenture and ~~other~~Supplemental ~~commercial~~Indenture ~~dealings~~(and inform ~~the ordinary~~of ~~course~~6.125% ofSenior ~~business~~Notes ~~with~~due ~~us,~~2030 ~~our~~included ~~subsidiaries~~therein oras ~~our~~Exhibit ~~affiliates~~A), ~~including~~copies ~~OMFC.~~of ~~They~~which ~~have~~are ~~received,~~filed oras ~~may~~Exhibits in4.1 ~~the~~and ~~future~~4.2, ~~receive~~respectively, ~~customary~~to ~~fees~~this Current Report on Form 8-K and ~~commissions~~are ~~for~~incorporated ~~these~~herein ~~transactions~~by reference. ~~Some~~In ofconnection with the ~~underwriters~~issuance ~~and~~of ~~their~~the ~~affiliates~~Notes, ~~have entered~~Jeffrey ~~into~~M. Gershon, ~~and~~Associate ~~may~~General inCounsel ~~the~~of ~~future~~OMFC, ~~enter~~and ~~into~~Skadden, ~~financing~~Arps, ~~arrangements~~Slate, ~~(including~~Meagher ~~offerings~~& ofFlom ~~asset-backed~~LLP ~~notes)~~provided inOMFC ~~which~~with ~~they~~the ~~act~~legal asopinions ~~initial~~filed ~~purchaser~~as orExhibits ~~serve~~5.1 asand ~~lender~~5.2, ~~to us~~respectively, ~~our~~to this ~~subsidiaries~~Current orReport ~~our~~on ~~affiliates~~Form 8-K, ~~including~~which ~~OMFC~~are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Current Report on Form 8‑K is hereby incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
*1.1		Underwriting Agreement, dated as of July 29, 2025, among OneMain Finance Corporation, OneMain Holdings, Inc., and Wells Fargo Securities, LLC, as representative of the several underwriters named therein.
4.1		Indenture relating to the Notes, dated as of December 3, 2014, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee, as filed with the SEC on December 3, 2014 as Exhibit 4.1 to OMH’s Current Report on Form 8-K (File No. 001-36129), and incorporated herein by reference.
*4.2		Twenty-Second Supplemental Indenture relating to the Notes, dated as of August 12, 2025, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee (including the form of 6.125% Senior Notes due 2030 included therein as Exhibit A).
*5.1		Opinion of Jeffrey M. Gershon.
*5.2		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
*23.1		Consent of Jeffrey M. Gershon (included as part of Exhibit 5.1 hereto).
*23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ONEMAIN HOLDINGS, INC.
By:	/s/ Jeannette E. Osterhout
Name:	Jeannette E. Osterhout
Title:	Executive Vice President and Chief Financial Officer
Date: July 30, 2025

ONEMAIN HOLDINGS, INC.

By:	/s/ Jeannette E. Osterhout
Name:	Jeannette E. Osterhout
Title:	Executive Vice President and Chief Financial Officer

Date: August 12, 2025

Filing Compare · OneMain Holdings, Inc.