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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission file number

001-36129 (OneMain Holdings, Inc.)

001-06155 (OneMain Finance Corporation)

ONEMAIN HOLDINGS, INC.

ONEMAIN FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (OneMain Holdings, Inc.)

27-3379612

Indiana (OneMain Finance Corporation)

35-0416090

(State of incorporation)

(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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

OneMain Holdings, Inc.:

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

OneMain Finance Corporation: None

(

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

OneMain Holdings, Inc. Yes ☑ No ☐

OneMain Finance Corporation Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

OneMain Holdings, Inc. Yes ☐ No ☑

OneMain Finance Corporation Yes ☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

OneMain Holdings, Inc. Yes ☑ No ☐

OneMain Finance Corporation Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

OneMain Holdings, Inc. Yes ☑ No ☐

OneMain Finance Corporation Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

OneMain Holdings, Inc.:

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

OneMain Finance Corporation:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

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.

OneMain Holdings, Inc. ☐

OneMain Finance Corporation ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

OneMain Holdings, Inc. ☑

OneMain Finance Corporation ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by checkmark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

OneMain Holdings, Inc. ☐

OneMain Finance Corporation ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

OneMain Holdings, Inc. ☐

OneMain Finance Corporation ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

OneMain Holdings, Inc. Yes ☐ No ☑

OneMain Finance Corporation Yes ☐ No ☑

The aggregate market value of the voting and non-voting common equity of OneMain Holdings, Inc. held by non-affiliates as of the close of business on June 30, 2025 was $6,754,235,520. All of OneMain Finance Corporation’s common stock is held by OneMain Holdings, Inc.

At January 27, 2026, there were 117,152,064 shares of OneMain Holdings, Inc.'s common stock, $0.01 par value, outstanding.

At January 27, 2026, there were 10,160,021 shares of OneMain Finance Corporation's common stock, $0.50 par value, outstanding.

This annual report on Form 10-K (“Annual Report”) is a combined report being filed separately by two different registrants: OneMain Holdings, Inc. and OneMain Finance Corporation. OneMain Finance Corporation’s equity securities are owned directly by OneMain Holdings, Inc. The information in this Annual Report on Form 10-K is equally applicable to OneMain Holdings, Inc. and OneMain Finance Corporation, except where otherwise indicated. OneMain Finance Corporation meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III (Items 10, 11, 12, 13, and 14) of this Annual Report on Form 10-K is incorporated by reference from OneMain Holdings, Inc.'s Definitive Proxy Statement for its 2026 Annual Meeting to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.

Table of Contents

TABLE OF CONTENTS


Forward-Looking Statements		8
PART I

Item 1.	Business	9

Item 1A.	Risk Factors	18

Item 1B.	Unresolved Staff Comments	32

Item 1C.	Cybersecurity	32

Item 2.	Properties	33

Item 3.	Legal Proceedings	33

Item 4.	Mine Safety Disclosures	33

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34

Item 6.	[Reserved]	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 8.	Financial Statements and Supplementary Data	61
	Report of Independent Registered Public Accounting Firm (OneMain Holdings, Inc.)	62
	Report of Independent Registered Public Accounting Firm (OneMain Finance Corporation)	64
	Financial Statements of OneMain Holdings, Inc. and Subsidiaries:
	Consolidated Balance Sheets	66
	Consolidated Statements of Operations	67
	Consolidated Statements of Comprehensive Income	68
	Consolidated Statements of Shareholders’ Equity	69
	Consolidated Statements of Cash Flows	70
	Financial Statements of OneMain Finance Corporation and Subsidiaries:
	Consolidated Balance Sheets	71
	Consolidated Statements of Operations	72
	Consolidated Statements of Comprehensive Income	73
	Consolidated Statements of Shareholder's Equity	74
	Consolidated Statements of Cash Flows	75
	Notes to the Consolidated Financial Statements	77

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	131

Item 9A.	Controls and Procedures	131
	Controls and Procedures of OneMain Holdings, Inc.	131
	Controls and Procedures of OneMain Finance Corporation	132

Item 9B.	Other Information	133

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	133

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	134

Item 11.	Executive Compensation	134

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	134

Item 13.	Certain Relationships and Related Transactions, and Director Independence	134

Item 14.	Principal Accountant Fees and Services	134

PART IV

Item 15.	Exhibits and Financial Statement Schedules	135

Item 16.	Form 10-K Summary	135

Table of Contents

GLOSSARY

Terms and abbreviations used in this report are defined below.


Term or Abbreviation						Definition

30-89 Delinquency ratio						net finance receivables 30-89 days past due as a percentage of net finance receivables
401(k) Plan						OneMain 401(k) Plan










ABS						asset-backed securities
Adjusted pretax income (loss)						a non-GAAP financial measure used by management as a key performance measure of our segment
AETR						annual effective tax rate
AHL						American Health and Life Insurance Company, an insurance subsidiary of OneMain Financial Holdings, LLC
Annual Report						this Annual Report on Form 10-K of OMH and OMFC for the fiscal year ended December 31, 2025, filed with the SEC on February 6, 2026



ASC						Accounting Standards Codification
ASU						Accounting Standards Update


Auto finance						financing at the point of purchase through a network of auto dealerships
Average daily debt balance						average of debt for each day in the period
Average net receivables						average of net finance receivables for each day in the period
Bps						basis points
Base Indenture						indenture, dated as of December 3, 2014, by and between OMFC and Wilmington Trust, National Association, as trustee, and guaranteed by OMH
Board						the OMH Board of Directors
C&I						Consumer and Insurance
CDO						collateralized debt obligations
CEO						chief executive officer

CFPB						Consumer Financial Protection Bureau
CISO						chief information security officer
CMBS						commercial mortgage-backed securities
Compensation Committee						the committee of the OMH Board of Directors, which oversees OMH's compensation programs
Consumer loans						consist of Personal loans and Auto finance
CTO						chief technology officer


Dodd-Frank Act						the Dodd-Frank Wall Street Reform and Consumer Protection Act
DOI						Department of Insurance
ERISA						Employee Retirement Income Security Act of 1974

ESP Plan						OneMain Employee Stock Purchase Plan, effective January 1, 2022
Excess Retirement Income Plan						Springleaf Financial Services Excess Retirement Income Plan
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FCRT						Foursight Capital Automobile Receivables Trust

Fixed charge ratio						earnings less income taxes, interest expense, extraordinary items, goodwill impairment, and any amounts related to discontinued operations, divided by the sum of interest expense and any preferred dividends
Foursight						Foursight Capital LLC
Foursight Acquisition						acquisition of Foursight Capital LLC from Jefferies Financial Group, Inc., effective April 1, 2024
GAAP						generally accepted accounting principles in the United States of America

Table of Contents


Term or Abbreviation						Definition

GAP						guaranteed asset protection
GLBA						Gramm-Leach-Bliley Act
Gross charge-off ratio						annualized gross charge-offs as a percentage of average net receivables
Gross finance receivables						the unpaid principal balance of our consumer loans, net of unamortized discount or premium. For precompute personal loans, unpaid principal balance is the gross contractual payments less the unaccreted balance of Unearned finance charges. Credit card gross finance receivables equal the unpaid principal balance, billed interest, and fees
Guaranty Agreements						agreements entered into on December 30, 2013 by OMH whereby it agreed to fully and unconditionally guarantee the payments of principal, premium (if any), and interest on the Unsecured Notes
Indenture						the Base Indenture, together with all subsequent Supplemental Indentures
Investment Company Act						Investment Company Act of 1940

IRS						Internal Revenue Service
Junior Subordinated Debenture						$350 million aggregate principal amount of 60-year junior subordinated debt issued by OMFC under an indenture dated January 22, 2007, by and between OMFC and Deutsche Bank Trust Company, as trustee, and guaranteed by OMH
KBRA						Kroll Bond Rating Agency, Inc.

Managed receivables						consist of our C&I net finance receivables, finance receivables serviced for our whole loan sale partners and auto finance loans originated by third parties
Military Lending Act						governs certain consumer lending to active-duty service members and covered dependents and limits, among other things, the interest rate that may be charged
MITRE ATT&CK						Adversarial Tactics, Techniques and Common Knowledge; a framework, set of data matrices, and assessment tool developed by MITRE Corporation to help organizations understand their security readiness and uncover vulnerabilities in their defenses
Modified finance receivables						finance receivable contractually modified as a result of the borrower’s financial difficulties
Moody’s						Moody’s Investors Service, Inc.
NAV						net asset valuation
Net charge-off ratio						annualized net charge-offs as a percentage of average net receivables
Net finance receivables						gross finance receivables plus deferred origination costs. Consumer loans also include accrued finance charges and fees and exclude unearned fees
Net interest income						interest income less interest expense
NIST						National Institute of Standards and Technology
NQDC Plan						OneMain Nonqualified Deferred Compensation Plan, effective January 1, 2022
NYDFS						New York Department of Financial Services
ODART						OneMain Direct Auto Receivables Trust
OMFC						OneMain Finance Corporation

OMFCT						OneMain Financial Credit Card Trust
OMFG						OneMain Financial Group, LLC
OMFH						OneMain Financial Holdings, LLC
OMFIT						OneMain Financial Issuance Trust

OMH						OneMain Holdings, Inc.
Omnibus Plan						OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan, under which equity-based awards are granted to selected management employees, non-employee directors, independent contractors, and consultants
OneMain						OneMain Holdings, Inc. and OneMain Finance Corporation, collectively with their subsidiaries

Open accounts						consist of all credit card accounts, except for charged-off accounts and closed accounts with a zero balance as of period end
Origination volume						loans originated during the period, including those originated and sold to our whole loan sale partners that we continue to service

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Term or Abbreviation						Definition

Other securities						primarily consist of equity securities and those securities for which the fair value option was elected. Other securities recognize unrealized gains and losses in investment revenues

PCD						purchased credit deteriorated
Personal loans						loans secured by titled collateral or unsecured and offered through our branch network, central operations, or digital platform
Pretax capital generation						a non-GAAP financial measure used by management as a key performance measure of our segment, defined as C&I adjusted pretax income (loss) excluding the change in C&I allowance for finance receivable losses in the period while still considering the C&I net charge-offs incurred during the period
Private Secured Term Funding						$350 million borrowing capacity issued on April 25, 2022
Purchase volume						consists of credit card purchase transactions in the period, including cash advances, net of returns
Recovery ratio						annualized recoveries on net charge-offs as a percentage of average net receivables

RMBS						residential mortgage-backed securities

RSUs						restricted stock units
S&P						S&P Global Ratings

SEC						U.S. Securities and Exchange Commission
Securities Act						Securities Act of 1933, as amended
Segment Accounting Basis						a basis used to report the operating results of our C&I segment and our Other components, which reflects our allocation methodologies for certain costs and excludes the impact of applying purchase accounting
SERP						Supplemental Executive Retirement Plan




SOFR						Secured Overnight Financing Rate
SpringCastle Portfolio						loans the Company previously owned and now services on behalf of a third party


Supplemental Indentures						collectively, the following supplements to the Base Indenture: Sixth Supplemental Indenture, dated as of May 11, 2018; Eighth Supplemental Indenture, dated as of May 9, 2019; Ninth Supplemental Indenture, dated as of November 7, 2019; Eleventh Supplemental Indenture, dated as of December 17, 2020; Twelfth Supplemental Indenture, dated as of June 22, 2021; Thirteenth Supplemental Indenture, dated as of August 11, 2021; Fourteenth Supplemental Indenture, dated June 20, 2023; Sixteenth Supplemental Indenture, dated as of December 13, 2023; Seventeenth Supplemental Indenture, dated May 22, 2024; Eighteenth Supplemental Indenture, dated August 19, 2024; Nineteenth Supplemental Indenture, dated November 4, 2024; Twentieth Supplemental Indenture, dated March 13, 2025; Twenty-First Supplemental Indenture, dated June 11, 2025; Twenty-Second Supplemental Indenture, dated August 12, 2025; Twenty-Third Supplemental Indenture, dated September 17, 2025; and Twenty-Fourth Supplemental Indenture, dated December 18, 2025
Tangible equity						total equity less accumulated other comprehensive income or loss
Tangible managed assets						total assets less goodwill and other intangible assets



Triton						Triton Insurance Company, an insurance subsidiary of OneMain Financial Holdings, LLC
Trust preferred securities						capital securities classified as debt for accounting purposes but due to their terms are afforded, at least in part, equity capital treatment in the calculation of effective leverage by rating agencies
Unearned finance charges						the amount of interest that is capitalized at time of origination on a precompute loan that will be earned over the remaining contractual life of the loan
Unencumbered receivables						unencumbered unpaid principal balance of our consumer loans and credit cards. For precompute personal loans, unpaid principal balance is the gross contractual payments less the unaccreted balance of unearned finance charges. Credit card receivables include those in the trust that exceed the minimum for securing advances under credit card variable funding note facilities, which the Company can remove from the trust under the terms of such facilities, and exclude billed interest, fees, and closed accounts with balances
Unsecured corporate revolver						unsecured revolver with a borrowing capacity of $1.1 billion, payable and due on September 6, 2029
Unsecured Notes						the notes, on a senior unsecured basis, issued by OMFC and guaranteed by OMH

VIEs						variable interest entities

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Term or Abbreviation						Definition

VFN						variable funding note
VOBA						value of business acquired
Weighted average interest rate						annualized interest expense as a percentage of average debt
XBRL						eXtensible Business Reporting Language
Yield						annualized finance charges as a percentage of average net receivables

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Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but instead represent only management’s current beliefs regarding future events. By their nature, forward-looking statements are subject to risks, uncertainties, assumptions, and other important factors that may cause actual results, performance, or achievements to differ materially from those expressed in or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Statements preceded by, followed by or that otherwise include the words “anticipates,” “appears,” “assumes,” “believes,” “can,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “foresees,” “goals,” “intends,” “likely,” “objective,” “plans,” “projects,” “target,” “trend,” “remains,” and similar expressions or future or conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would” are intended to identify forward-looking statements, but these words are not the exclusive means of identifying forward-looking statements. Important factors that could cause actual results, performance, or achievements to differ materially from those expressed in or implied by forward-looking statements include, without limitation, the following:

•adverse changes and volatility in general economic conditions, including the interest rate environment and the financial markets;

•the sufficiency of our allowance for finance receivable losses;

•increased levels of unemployment and personal bankruptcies;

•the current inflationary environment and related trends affecting our customers;

•natural or accidental events such as earthquakes, hurricanes, pandemics, floods, or wildfires affecting our customers, collateral, or our facilities;

•a failure in or breach of our information, operational or security systems, or infrastructure or those of third parties, including as a result of cyber incidents, war, or other disruptions;

•the adequacy of our credit risk scoring models;

•geopolitical risks, including recent geopolitical actions;

•adverse changes in our ability to attract and retain employees or key executives;

•increased competition or adverse changes in customer responsiveness to our distribution channels or products;

•changes in federal, state, or local laws, regulations, or regulatory policies and practices or increased regulatory scrutiny of our business or industry;

•risks associated with our insurance operations;

•the costs and effects of any actual or alleged violations of any federal, state, or local laws, rules or regulations;

•the costs and effects of any fines, penalties, judgments, decrees, orders, inquiries, investigations, subpoenas, or enforcement or other proceedings of any governmental or quasi-governmental agency or authority;

•our substantial indebtedness and our continued ability to access the capital markets and maintain adequate current sources of funds to satisfy our cash flow requirements;

•our ability to comply with all of our covenants; and

•the effects of any downgrade of our debt ratings by credit rating agencies.

We also direct readers to the other risks and uncertainties discussed in Part I - Item 1A. “Risk Factors” included in this report and in other documents we file with the SEC.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified in this report and in the documents we file with the SEC that could cause actual results to differ before making an investment decision to purchase our securities and should not place undue reliance on any of our forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

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PART I


Item 1. Business.

BUSINESS OVERVIEW

This report combines the Annual Reports on Form 10-K for the year ended December 31, 2025 for OneMain Holdings, Inc. (“OMH”), a publicly held financial service holding company, and its wholly-owned direct subsidiary, OneMain Finance Corporation (“OMFC”). OMFC is the issuing entity of our outstanding public debt securities and all of OMFC’s common stock is owned by OMH. The information in this combined report is equally applicable to OMH and OMFC, except where otherwise indicated. OMH and OMFC are referred to in this report, collectively with their subsidiaries, whether directly or indirectly owned, as “the Company,” “OneMain,” “we,” “us,” or “our.”

As one of the nation’s leaders in offering nonprime consumers responsible access to credit, we:

•offer personal loan products;

•offer secured auto financing at the point of purchase;

•offer credit card products;

•offer optional products;

•offer a customer-focused financial wellness platform (Trim by OneMain);

•service loans owned by us and third parties;

•pursue strategic acquisitions and dispositions of assets and businesses; and

•may establish joint ventures or enter into other strategic alliances.

We provide origination, underwriting, and servicing of consumer loans, consisting of personal loans and auto finance. In addition, we offer BrightWay credit cards through a third-party bank partner from which we purchase the receivable balances. We believe we are well positioned for future growth with an experienced management team, proven access to the capital markets, and strong demand for consumer credit. At December 31, 2025, we had $24.8 billion of finance receivables due from approximately 3.6 million customer accounts. We service the loans that we retain on our balance sheet, as well as loans owned by third parties. At December 31, 2025, we had $26.3 billion of managed receivables due from approximately 3.8 million customer accounts.

Our branch network of more than 1,300 locations is staffed by experienced loan specialists. This network is complemented by our digital lending and servicing capabilities, central operations staff and our network of franchise and independent auto dealerships. Together, these resources allow us to operate in 48 states and serve more customers through their preferred channel: in person, digitally, and over the phone.

INDUSTRY AND MARKET OVERVIEW

We operate in the consumer finance industry serving consumers who typically have more limited access to credit from banks, credit card companies, and other lenders. Using third party market data as of December 2025 and internally aligning to our current product offerings, we estimate U.S. nonprime consumers collectively have approximately $1.3 trillion of outstanding borrowings in the form of personal loans, auto loans and leases, and credit cards. We believe this large market provides us with an attractive growth opportunity.

Our national branch network and digital platform, combined with our central operations and our network of auto dealerships, provide the opportunity for the Company to serve this market efficiently and responsibly. Our auto finance and credit card offerings continue to deepen our existing customer relationships, attract new customers, and further our vision to be the lender of choice for nonprime consumers. We believe we are well-positioned to capitalize on the significant growth and expansion opportunity within our industry. See also “Competition” included in this report.

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SEGMENT

Consumer and Insurance

At December 31, 2025, Consumer and Insurance (“C&I”) was our only reportable segment. We originate and service personal loans and auto finance loans, offer credit cards, and provide optional credit and non-credit insurance and other optional products through our branch and central operations, as well as our digital platform. Consumer loan origination and servicing, credit cards, and insurance products form the core of our operations.

Our insurance business is conducted through our wholly-owned insurance subsidiaries, American Health and Life Insurance Company (“AHL”) and Triton Insurance Company (“Triton”). AHL is a life and health insurance company licensed in 49 states, the District of Columbia, and Canada to write credit life, credit disability, and non-credit insurance products. Triton is a property and casualty insurance company licensed in 50 states, the District of Columbia, and Canada to write credit involuntary unemployment, credit disability, and collateral protection insurance. See Note 11 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on our insurance business.

Products and Services. We offer personal loans through our branch network, central operations, digital affiliates, and our website, www.onemainfinancial.com, to consumers who need timely access to cash. Our personal loans are non-revolving, with a fixed rate, have fixed terms generally between three and six years, and are secured by automobiles, other titled collateral, or are unsecured. Our loans have no pre-payment penalties.

Auto finance includes automobile retail installment contracts originated at the point of purchase through a growing network of franchise and independent dealerships. Auto finance loans are non-revolving, with a fixed rate, have fixed terms generally between three and six years, and are secured by automobiles.

BrightWay credit cards originate through a third-party bank partner from which we purchase the receivable balances. The credit cards are offered through our branch network, direct mail, our digital affiliates, and our website. Credit cards are open-ended, revolving, with a fixed rate, and are unsecured.

We also offer optional credit insurance products to our customers, including credit life insurance, credit disability insurance, and credit involuntary unemployment insurance. Credit life insurance insures the borrower’s life, paying the outstanding finance receivable upon the borrower’s death. Credit disability insurance provides scheduled monthly loan payments during borrower’s disability, while credit involuntary unemployment insurance provides scheduled monthly loan payments during involuntary unemployment. Our other optional products primarily consist of traditional term life policies, optional membership plans from an unaffiliated company and Guaranteed Asset Protection (“GAP”) coverage, to cover the shortfall between the customer’s auto loan balance and the payment amount made by the customer’s primary auto insurance.

We require collateral protection insurance, at the customer’s expense, when they fail to maintain required insurance on property pledged as collateral for the finance receivable.

We provide our customers financial wellness tools, free of charge. Trim by OneMain is a financial wellness platform intended to help improve our customers’ financial well-being. Some of the features currently offered include bill negotiation, subscription management, budgeting, and spend tracking.

Customer Development. We staff each of our branch locations with local well-trained personnel, including professionals who have significant experience in the industry. Our business benefits from an origination and servicing process that leverages our local community presence. Our customers often develop a relationship with their local office representatives, which we believe not only improves the credit performance of our personal loans but also improves customer loyalty.

We solicit customers through a variety of channels, including but not limited to direct mail offers, affiliate partners, our network of auto dealerships, targeted online advertising, search engines, and e-mail. We use proprietary modeling that utilizes our existing data and experience, along with data purchased from credit bureaus and alternative data providers, to acquire and develop new and profitable customer relationships.

Our digital platform allows current and prospective customers the ability to apply for and close a personal loan or credit card online. Our digital user experience includes video, chat, and co-browsing with customers. These tools simplify and optimize the customer experience.

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Our applications, regardless of whether they are completed in person, over the phone, or online, go through our best-in-class underwriting, including processes such as an ability-to-pay assessment, monthly budgeting, income verification, and central automated credit decisioning. Our goal is to continue to improve the way we serve our customers and extend responsible credit, so customers are able to repay their loans.

Credit Risk. Credit quality is driven by our long-standing underwriting philosophy, which considers a prospective customer’s willingness and capacity to repay the loan. We use credit risk scoring models at the time of the credit application to assess the applicant’s likelihood of repaying the loan. We develop these models using numerous factors, including past customer credit repayment experience, application data, and alternative data sources, while periodically revalidating these models based on recent portfolio performance. Our underwriting process for personal loans includes an assessment of the applicant’s income and expenses to ensure he or she has the capacity to repay the loan. For all secured consumer loans, we obtain a security interest in titled property.

Our customers are primarily considered nonprime and therefore a higher credit risk, who often require significantly higher levels of servicing than prime customers. As a result, we generally charge these customers higher interest rates. If a customer is experiencing a temporary financial hardship, we may extend the opportunity of a deferment and bring the customer current. In such cases, we evaluate the borrower’s financial situation to ensure that it is temporary and whether the deferment will solve the customer’s ability to resume monthly payments. If we believe the borrower’s financial difficulties are not temporary, the account is evaluated for other methods of borrower assistance, such as modification of loan terms. A re-age may also be offered to assist delinquent customers who have experienced financial difficulties but have demonstrated both an ability and a willingness to repay their loan. After the re-age, the customer’s account status is brought current.

Account Servicing. Account servicing and collections for our finance receivables are handled at the branch location, in our central servicing facilities, through our digital platform, or through third-party servicers. Servicing and collection activity is conducted and documented on systems that log and maintain a permanent record of all transactions and may also be used to assess a customer’s future application.

CENTRAL OPERATIONS

We continually seek to identify functions that could be more effective if centralized to achieve reduced costs or free our lending specialists to service our customers and market our products. Our central operational functions support the following:

•soliciting business;

•processing payments;

•originating consumer loans;

•issuing and servicing optional products;

•servicing of delinquent consumer loans;

•managing bankruptcy process for loans in Chapter 7, 11, and 13 proceedings;

•managing litigation requests with delinquent borrowers;

•tracking collateral protection insurance;

•repossessing and re-marketing of titled collateral;

•managing and monitoring dealer partnerships;

•supervising sales and retention of customers; and

•managing charge-off recovery operations.

We currently have central servicing facilities in Mendota Heights, Minnesota; Tempe, Arizona; London, Kentucky; Evansville, Indiana; Fort Mill, South Carolina; Fort Worth, Texas; and West Valley, Utah. In addition, we utilize third-party service providers for staff augmentation. These third parties are located in multiple locations, the selection of which is completed based on services and skills available, cost, and business need.

We believe these facilities position us for further expansion and growth.

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OPERATIONAL CONTROLS

We continuously strive to strengthen our system of internal controls to ensure compliance with laws, rules, and regulations, and to improve the oversight of our operations. We evaluate internal systems, processes, and controls to mitigate operational risk and control and monitor our businesses through a variety of methods including the following:

•our operational policies and procedures that standardize various aspects of lending and collections;

•our finance receivable systems control loan size, interest rates, maturity dates, and fees of our customers’ accounts; create loan documents specific to the state in which the branch location operates or to the customer’s location if the loan is made electronically through our central operations; and control cash receipts and disbursements;

•our accounting personnel reconcile bank accounts, investigate discrepancies, and resolve differences;

•our credit risk management system reports allow us to track individual branch location performance and to monitor lending and collection activities;

•our cybersecurity incident response plan establishes a team that responds to cybersecurity incidents by identifying, evaluating, investigating, resolving, and remediating incidents impacting our information and information systems;

•our executive level reporting is available to headquarters and field operations management to review the status of activity through the close of business of the prior day;

•our branch operations management structure, Regional Quality Coordinators, Compliance Field Examinations, and Compliance Analytics teams are designed to oversee a large, decentralized organization with succeeding levels of supervision and are staffed with experienced personnel;

•our branch and central operations compensation plans are based on credit quality and compliance, and are regularly reviewed for consistency with overall corporate goals and customer service;

•our compliance department assesses our compliance with applicable federal and state laws and regulations and our internal policies and procedures; oversees adequacy of training to ensure team members have an understanding of such laws, regulations, policies, and procedures that impact their job responsibilities; and manages our regulatory examination process;

•our Executive Office of Customer Care maintains our consumer complaint resolution and reporting process; and

•our internal audit department audits our business for adherence to operational policies and procedures, and compliance with federal and state laws and regulations.

PRIVACY, DATA PROTECTION, AND CYBERSECURITY

Regulatory and legislative activity in the areas of privacy, data protection, and cybersecurity continues to increase worldwide. We have established policies and practices that provide a framework for compliance with applicable privacy, data protection, and cybersecurity laws and work to meet evolving customer expectations. Our regulators are increasingly focused on the adequacy of these policies and practices, including with respect to providing consumers with choices about how we use and share their personal information, and the processes we take to safeguard their personal information and account access.

Our consumer businesses are subject to the privacy, disclosure, and safeguarding provisions of the Gramm-Leach-Bliley Act (“GLBA”) and Regulation P, which implements the GLBA. Among other things, the GLBA imposes certain limitations on our ability to share customers’ nonpublic personal information with nonaffiliated third parties and, pursuant to the Federal Trade Commission’s Safeguards Rule, requires us to develop, implement, and maintain a written comprehensive cybersecurity program containing safeguards that are appropriate to the size and complexity of our business, the nature and scope of our activities, and the sensitivity of customer information that we process. In December 2021 and October 2023, the Federal Trade Commission published amendments to its Safeguards Rule that prescribe more specific administrative and technical requirements for a financial institution’s cybersecurity program. Various states also have adopted, or are in the process of adopting, laws, rules, and regulations pertaining to privacy and/or cybersecurity that may be as, or more stringent and expansive than federal requirements. These state laws include, but are not limited to, the California Consumer Privacy Act (as amended by the California Privacy Rights Act of 2020), the Oregon Consumer Privacy Act, the Minnesota Consumer Data Privacy Act, and the New York Department of Financial Services (“NYDFS”) Cybersecurity Regulation. Certain of these requirements may apply to the personal information of our employees and business partners, as well as to our customers. Various U.S. federal, state, and territory regulators have also enacted, or are in the process of enacting, data security breach notification requirements that are applicable to us.

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For further discussion on our cybersecurity risk management and strategy, see “Cybersecurity” in Part I - Item 1C. included in this report.

REGULATION

Federal Laws

Various federal laws and regulations govern credit origination, servicing, and collections, including:

•the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") (which, among other things, created the Consumer Finance Protection Bureau (“CFPB”));

•the Equal Credit Opportunity Act (which, among other things, prohibits discrimination against creditworthy applicants) and Regulation B, which implements this statute;

•the Fair Credit Reporting Act (which, among other things, governs the use of credit bureau reports and reporting information to credit bureaus) and Regulation V, which implements this statute;

•the Truth in Lending Act (which, among other things, governs disclosure of applicable charges and other terms of consumer credit) and Regulation Z, which implements this statute;

•the Fair Debt Collection Practices Act (which, among other things, governs practices in collecting certain debts) and Regulation F, which implements this statute;

•the Gramm-Leach-Bliley Act (which, among other things, governs the handling of personal financial information) and Regulation P, which implements this statute;

•the Military Lending Act (which, among other things, governs certain consumer lending to active-duty military servicemembers and their spouses and covered dependents, and limits the interest rate and certain fees, charges and premium they may be charged on certain loans);

•the Servicemembers Civil Relief Act (which, among other things, can impose limitations on the interest rate and the servicer’s ability to collect on a loan originated with an obligor who is on active-duty status and up to nine months thereafter);

•the Real Estate Settlement Procedures Act (which regulates the making and servicing of closed end residential mortgage loans) and Regulation X, which implements this statute;

•the Federal Trade Commission’s Consumer Claims and Defenses Rule, also known as the “Holder in Due Course” Rule (which, among other things, allows a consumer to assert, against the assignees of certain credit contracts, certain claims that the consumer may have against the originator of the credit contracts); and

•the Federal Trade Commission Act (which, among other things, prohibits unfair and deceptive acts and practices).

The Dodd-Frank Act and the regulations promulgated thereunder have affected and are likely in the future to affect our operations in terms of increased oversight of financial services products by the CFPB and the imposition of restrictions on the terms of certain loans. Among regulations the CFPB has promulgated are mortgage servicing regulations that are applicable to the remaining real estate loan portfolio serviced by or for OneMain. The CFPB has significant authority to implement and enforce federal consumer finance laws, including the protections established in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive, and abusive acts and practices. In addition, under the Dodd-Frank Act, securitizations of loan portfolios are subject to certain restrictions and additional requirements, including requirements that the originator retain a portion of the credit risk of the securities sold and the reporting of buyback requests from investors. We also utilize third-party debt collectors and will continue to be responsible for oversight of their procedures and controls, as they pertain to our collection activities.

The CFPB has supervisory authority with respect to various federal consumer protection laws for some providers of consumer financial products and services, such as nonbanks, regardless of size, in certain specific markets, such as mortgage companies (including mortgage originators, brokers, and servicers).

The Dodd-Frank Act also gives the CFPB supervisory authority over entities that are designated as “larger participants” in certain financial services markets, including the auto financing market. Starting in 2023, the CFPB has exercised supervisory authority over the Company’s entire consumer finance business as a result of the Company’s status as a “larger participant” in the auto financing market.

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The investigation and enforcement provisions of Title X of the Dodd-Frank Act may adversely affect our business if the CFPB or one or more state attorneys general or state regulators believe that we have violated any federal consumer financial protection laws, including the prohibition in Title X against unfair, deceptive, or abusive acts or practices. The CFPB is authorized to conduct investigations to determine whether any person is engaging in, or has engaged in, conduct that violates federal consumer financial protection laws, and to initiate enforcement actions for such violations, regardless of its direct supervisory authority. Investigations may be conducted jointly with other regulators. The CFPB has the authority to impose monetary penalties for violations of federal consumer financial laws, require remediation of practices, and pursue administrative proceedings or litigation for violations of federal consumer financial laws (including the CFPB’s own rules). In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties for violations of law, as well as reckless or knowing violations of federal consumer financial laws (including the CFPB’s own rules). Also, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions against state-chartered companies, among others, for enforcement of the provisions of Title X of the Dodd-Frank Act, including CFPB regulations issued under Title X, and to secure remedies provided under Title X or other law.

The Dodd-Frank Act also requires that a securitizer generally retain not less than 5% of the credit risk for certain types of securitized assets that are created, transferred, sold, or conveyed through issuance of asset-backed securities with an exception for securitizations that are wholly composed of “qualified residential mortgages.” The risk retention requirement has reduced the amount of financing typically obtained from our securitization transactions and has imposed compliance costs on our securitizations and costs with respect to certain of our financing transactions. With respect to each financing transaction that is subject to the risk retention requirements of the Dodd-Frank Act, we either retain at least 5% of the balance of each such class of debt obligations and at least 5% of the residual interest in each related VIE or retain at least 5% of the fair value of all ABS interests (as defined in the risk retention requirements), which is satisfied by retention of the residual interest in each related VIE, which, in each case, collectively, represents at least 5% of the economic interest in the credit risk of the securitized assets in satisfaction of the risk retention requirements.

State Laws

Various state laws and regulations also govern credit originations, servicing, and collections. Many states have laws and regulations that are similar to the federal laws referred to above, but the degree and nature of such laws and regulations vary from state to state. While federal laws preempt similar state laws in some instances, many times compliance with state laws and regulations is still required.

In general, these additional state laws and regulations, under which we conduct a substantial amount of our lending business:

•provide for state licensing and periodic examination of lenders and loan originators, including state laws adopted or amended to comply with licensing requirements of the federal Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (which, in some states, requires licensing of individuals who perform real estate loan modifications);

•require the filing of reports with regulators and compliance with state regulatory capital requirements;

•impose maximum term, amount, interest rate, and limit other charges;

•create consumer privacy rights and impose obligations on how we collect, process, store, and share certain information, and may require us to notify customers, employees, state attorneys general, regulators, and others in the event of a security breach;

•regulate whether and under what circumstances we may offer optional products in connection with a lending transaction; and

•provide for additional consumer protections.

There is a clear trend of increased state regulation on credit origination, servicing and collection, as well as more detailed reporting, more detailed examinations, and coordination of examinations among the states.

State authorities also regulate and supervise our insurance business. The extent of such regulation varies by product and by state, but relates primarily to the following:

•licensing;

•conduct of business, including marketing and sales practices;

•periodic financial and market conduct examination of the affairs of insurers;

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•form and content of required financial reports;

•standards of solvency;

•limitations on the payment of dividends and other affiliate transactions;

•types of products offered;

•approval of policy forms and premium rates;

•formulas used to calculate any unearned premium refund due to an insured customer;

•permissible investments;

•deposits of securities for the benefit of policyholders;

•reserve requirements for unearned premiums, losses, and other purposes; and

•claims processing.

Canadian Laws

The Canadian federal and provincial insurance regulators regulate and supervise the insurance made available to borrowers through a third-party Canadian lender. Its regulation and supervision relate primarily to the following:

•licensing;

•conduct of business, including marketing and sales practices;

•periodic financial and market conduct examination of the affairs of insurers;

•form and content of required financial reports;

•standards of solvency;

•limitations on the payment of dividends and other affiliate transactions;

•types of products offered; and

•reserve requirements for unearned premiums, losses, and other purposes.

COMPETITION

We operate in the consumer lending industry with a focus on serving nonprime consumers through our national branch network, central operations, affiliate partners, network of auto dealerships, online, and over the phone.

There are numerous local, regional, and national competitors that serve nonprime consumers, both within our geographic network and through digital channels, offering similar products and services. Our consumer loans and credit cards compete with offerings from banks, credit unions, non-depository institutions, fintech platforms, auto finance companies, and other credit card issuers. Competition in these markets is primarily driven by customer experience, price, speed and quality of service, flexibility of terms, credit availability, product offerings, and operational capability.

We believe that we possess several competitive strengths that allow us to compete effectively with other lenders in our industry. Our omnichannel operating model combines a branch network rooted in local communities with advanced digital capabilities, offering customers accessible and flexible options. Our national branch network has consistently proven to be a reliable distribution channel, and our addition of Foursight has expanded our network of auto dealerships. Additionally, our extensive data and advanced analytics have supported strong loss performance across economic cycles. Our funding model, which includes a diverse mix of funding sources and a strong liquidity track record, ensures consistent and reliable access to capital to support our operations and strategic initiatives. We also benefit from our deep understanding of local markets and customers. Together with our proprietary underwriting process, sophisticated data analytics and decisioning tools, and proven funding model, we are well positioned to price effectively, manage and monitor risk, and access capital through changing economic conditions.

SEASONALITY

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality” in Part II - Item 7 in this report for discussion of our seasonal trends.

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HUMAN CAPITAL

Overview

OneMain is dedicated to providing credit solutions to help hardworking Americans improve their financial well-being by offering products that are designed to be the starting point for their financial stability and growth. As of December 31, 2025, we had approximately 9,300 employees. Our commitment to help our community starts with our own team members. We believe in putting people first with a focus on recruiting, developing, and supporting our team members, and celebrating the communities in which we operate. We believe a broad talent pool and inclusive work environment makes us stronger, helps us fulfill our Company’s mission, and connects us with the customers and communities we serve. Finally, we believe that integrity, transparency, and respect are at the heart of our success, and that these ethical values must inform every interaction we have with customers and with each other.

Culture, Talent, and Development

We are dedicated to fostering an inclusive and dynamic environment where team members can thrive both personally and professionally. We strive to recruit, train, and retain outstanding team members who believe in our mission, live our values, and go the extra mile for our customers. Our culture is built on inclusion, collaboration, and continuous growth.

We also empower our managers to take responsibility for attracting and retaining high-quality talent, and fostering an environment of respect and inclusivity. To support these goals, we partner with organizations such as the Veteran Jobs Mission and Direct Employers Association to broaden our workforce reach. Our annual Employee Engagement Survey provides team members with the opportunity to share candid feedback, with a 90% participation rate in 2025. This input helps us measure engagement and enhance the workplace experience.

We believe that motivated and engaged team members drive innovation, collaboration, and excellent customer experience. OneMain provides team members with the tools, training, and opportunities to grow their careers. From personalized goal setting and coaching to leadership development programs, we invest in our people at every level.

By prioritizing talent development and an inclusive culture, we remain competitive in attracting and retaining exceptional team members while ensuring our customers receive best-in-class service. Our people are our most valuable assets, and we are committed to helping them succeed. OneMain’s 2024 U.S. Equal Employment Opportunity (“EEO-1”) Report is available on our Investor Relations website, further demonstrating our accountability and transparency.

Compensation and Benefits

We offer a total rewards package, which includes competitive compensation, incentives, and comprehensive benefits that will attract, retain, and motivate talent within our organization. Our compensation and benefits package includes competitive pay, healthcare, retirement benefits, as well as paid time off and holidays, parental leave, disability benefits, military leave, and paid development and volunteer time off, along with other benefits and employee resources.

Human Rights

OneMain recognizes our responsibility to help protect and promote human rights, and we strive to meet our responsibility to respect human rights with our team members, customers, and the communities we serve. A copy of our Human Rights Statement is available on our Investor Relations website.

IMPACT

Our Impact strategy is guided by three priorities reflecting our commitment to social responsibility: building trust and strong relationships with our stakeholders, providing responsible credit solutions, and contributing to our communities through education, financial wellness, and volunteerism.

Our approach to Impact is a natural extension of our mission to continue to support and improve the financial well-being of our customers, communities, and team members. We are mindful of challenges faced by our customers and continue to prioritize offering them support through our borrower assistance programs. We also contributed to support financial literacy, community and economic development, food insecurity, and disaster relief initiatives.

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Our Impact Executive Council consists of senior executives, appointed by the CEO, reporting directly to the Nominating and Corporate Governance Committee of the Board on Impact issues. These senior executives each hold responsibility for different Impact workstreams. The increased oversight by these leaders reflects the Company’s commitment to monitoring Impact matters and risks for potential effects on the Company and the consumer lending industry, as well as potential opportunities that we may gain through proactive identification of Impact issues.

As part of our commitment to financial wellness, Credit Worthy by OneMain Financial is a strategic partnership with EVERFI, a global social-impact technology provider, to develop and distribute free, digital financial education to high schools nationwide over eight years. Since program inception, we have delivered the curriculum to more than 4,900 schools and 600,000 students. The curriculum is designed to drive meaningful social impact in communities by teaching high school students about building credit and managing debt. Through interactive classroom sessions, both virtually and in-person, students start early on the path to financial wellness. More than half of the schools using the digital curriculum during the academic year were low-to-moderate income. As part of Credit Worthy by OneMain Financial, we will award up to $600,000 in scholarships.

AVAILABLE INFORMATION

OMH and OMFC file annual, quarterly, current reports, and other information with the SEC. OMH also files proxy statements. The SEC’s website, www.sec.gov, contains these reports and other information that registrants (including OMH and OMFC) file electronically with the SEC.

These reports are also available free of charge through our website, www.onemainfinancial.com under “Investor Relations,” as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

In addition, OMH's Code of Business Conduct and Ethics (the “Code of Ethics”), Code of Ethics for Principal Executive and Senior Financial Officers (the “Financial Officers’ Code of Ethics”), Corporate Governance Guidelines and the charters of the committees of the Board are posted on our website at www.onemainfinancial.com under “Investor Relations” and printed copies are available upon request. We intend to disclose any material amendments to or waivers of OMH Code of Ethics and Financial Officers’ Code of Ethics requiring disclosure under applicable SEC or NYSE rules on our website within four business days of the date of any such amendment or waiver in lieu of filing a Form 8-K pursuant to Item 5.05 thereof.

The information on, or that is accessible through, our website is not incorporated by reference into this report. The website addresses listed in this Item are provided for the information of the reader and are not intended to be active links.

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Item 1A. Risk Factors.

We face a variety of risks that are inherent in our business. In addition to the factors discussed in this report and in other documents we file with the SEC that could adversely affect our businesses, financial condition, and results of operations, new risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our business or financial performance. Therefore, the risk factors below should not be considered a complete list of potential risks that we may face.

Any risk factor described in this Annual Report on Form 10-K or in any of our other SEC filings could by itself, or together with other factors, materially adversely affect our liquidity, competitive position, business, reputation, results of operations, or financial condition, including by materially increasing our expenses or decreasing our revenues, which could result in material losses.

RISKS RELATED TO OUR BUSINESS

Our financial condition and results of operations and our borrowers’ ability to make payments on their loans have been, and may in the future be, adversely affected by economic conditions and other factors that we cannot control.

Uncertainty and deterioration in general economic conditions in the U.S. and abroad historically have created a difficult operating environment for consumer lending. Many factors, including factors that are beyond our control, may impact our financial condition or results of operations and/or affect our borrowers’ willingness or capacity to make payments on their loans. These factors include: unemployment levels, housing markets, energy costs, inflation, and interest rates; events such as natural disasters, acts of war, terrorism, or catastrophes; events that affect our borrowers, such as major medical expenses, divorce, or death; and the quality of any collateral underlying our finance receivables. If we experience a future economic downturn, or if we become affected by other events beyond our control, we may experience increased credit risks, significant reductions in revenues, earnings and cash flows, difficulties accessing capital, and a deterioration in the value of our investments.

Moreover, our customers are primarily nonprime borrowers, who have historically been more likely to be affected, or more severely affected, by adverse macroeconomic conditions than prime borrowers. If a borrower defaults on a finance receivable held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral, if any, and the outstanding principal and accrued but unpaid interest on the finance receivable, which could adversely affect our cash flows from operations. The cost to service our loans may also increase without a corresponding increase in our finance charge income.

We also are exposed to geographic customer concentration risk. An economic downturn or catastrophic event that disproportionately affects certain geographic regions could materially and adversely affect our business, financial condition, and results of operations, including the performance of our finance receivables portfolio. See Note 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for quantification of our largest concentrations of net finance receivables.

We cannot give assurance that our policies and procedures for underwriting, processing, and servicing consumer loans or credit cards will adequately adapt to adverse economic or other changes. If we fail to adapt to changing economic conditions or other factors, or if such changes adversely affect our borrowers’ willingness or capacity to repay their loans, our financial condition, results of operations, and liquidity would be materially adversely affected.

If our estimates of allowance for finance receivable losses are not adequate to absorb actual losses, our provision for finance receivable losses would increase, which could adversely affect our results of operations.

We maintain an allowance for finance receivable losses, which is a critical accounting estimate and requires us to use significant estimates and assumptions to determine the appropriate level of allowance. To estimate the appropriate level of allowance for finance receivable losses, we consider known and relevant internal and external factors that affect finance receivable collectability, including the total amount of finance receivables outstanding, historical finance receivable delinquency and charge-offs, our current collection patterns, and current and forecasted economic trends. Our methodology for establishing our allowance for finance receivable losses is based on the guidance from Accounting Standards Codification (“ASC”) 326, Financial Instruments – Credit Losses, which requires us to measure expected credit losses for financial assets at each reporting date. The allowance is primarily based on historical experience, current conditions, and our reasonable and

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supportable forecast of economic conditions. If customer behavior changes as a result of economic conditions and if we are unable to accurately predict how the unemployment rates, and general economic conditions may affect our allowance for finance receivable losses, our allowance for finance receivable losses may be inadequate. Our allowance for finance receivable losses is an estimate, and if actual finance receivable losses are materially greater than our allowance for finance receivable losses, our results of operations could be adversely affected. Neither state regulators nor federal regulators oversee our allowance for finance receivable losses.

Our valuations may include methodologies, models, estimations, and assumptions that are subject to differing interpretations and could result in changes to financial assets and liabilities that may materially adversely affect our financial condition and results of operations.

We use estimates, assumptions, and judgments when certain financial assets and liabilities are measured and reported at fair value. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices and/or other observable inputs provided by independent third-party sources, when available. During periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain assets if trading becomes less frequent or market data becomes less observable. In such cases, certain asset valuations may require significant judgment, and may include inputs and assumptions that require greater estimation, including credit quality, liquidity, interest rates, and other relevant inputs. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material adverse effect on our financial condition, results of operations, and liquidity.

Our risk management efforts may not be effective.

We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational risks related to our business, assets, and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers do not adequately identify potential risks, the valuations produced will not adequately represent the risk profile of the borrowers and could result in a riskier finance receivables profile than originally identified. Our risk management policies, procedures, and techniques, including our scoring technology, may not be sufficient to identify all the risks we are exposed to, mitigate the risks we have identified, or identify concentrations of risk or additional risks to which we may become subject in the future. We also face risks due to our remote workforce and digital operations. These risks may not be adequately captured by our existing risk management framework.

Changes in market conditions could adversely affect the rate at which our borrowers prepay their loans and the value of our finance receivables portfolio, as well as increase our financing cost, which could negatively affect our financial condition, results of operations, and liquidity.

Changing market conditions, the availability of credit, the relative economic vitality of the area in which borrowers and their assets are located, changes in tax laws, other opportunities for investment available to our customers, homeowner mobility, and other economic, social, geographic, demographic, and legal factors beyond our control, may affect the rates at which our borrowers prepay their loans. Generally, in situations where prepayment rates have slowed, the weighted-average life of our finance receivables has increased. Any increase in interest rates may further slow the rate of prepayment for our finance receivables, which could adversely affect our liquidity by reducing the cash flows from, and the value of, the finance receivables we hold for sale or utilize as collateral in our secured funding transactions.

Moreover, our finance receivables are fixed-rate and generally decline in value if interest rates increase. As such, if changing market conditions cause interest rates to increase substantially, the value of our finance receivables could decline. Some jurisdictions limit the maximum interest rate that we may charge on a certain population of our loans so we have limited ability to increase the interest rate on our loans made in those jurisdictions. Our yield, as well as our cash flows from operations and results of operations, could be materially and adversely affected if we are unable to increase the interest rates charged on new loans to offset any increases in our cost of funds. Accordingly, any increase in interest rates could negatively affect our financial condition, results of operations, and liquidity.

Changes in market conditions may also impact market interest rates which could increase the amount of interest expense that we pay on our borrowings, and in turn increase our cost of funds and adversely affect our business, results of operations, and financial condition.

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We may be required to indemnify or repurchase finance receivables from purchasers of finance receivables that we have sold or securitized, or which we will sell or securitize in the future, if our finance receivables fail to meet certain criteria or characteristics or under other circumstances, which could adversely affect our financial condition, results of operations, and liquidity.

The documents governing our finance receivable sales and securitizations contain provisions that require us to indemnify the purchasers of securitized finance receivables, or to repurchase the affected finance receivables, under certain circumstances. While our sale and securitization documents vary, they generally contain customary provisions that may require us to repurchase finance receivables if there is a breach of representations and warranties concerning the quality and characteristics of the finance receivables and such breach is material and adverse to the purchasers.

Our maximum exposure to repurchases or our indemnification obligations under our representations and warranties could include the current unpaid balance of all finance receivables that we have sold or securitized, and which are not subject to settlement agreements with purchasers.

The risk of loss on the finance receivables that we have securitized is recognized in our allowance for finance receivable losses since all of our loan securitizations are recorded on our balance sheet. If we are required to indemnify purchasers or repurchase finance receivables that we sell or have sold and such indemnification or repurchase results in losses or recognition of losses on securitized finance receivables that exceed our recorded allowance for finance receivable losses associated with our securitizations, this could adversely affect our financial condition, results of operations, and liquidity.

Our business and reputation may be materially impacted by information system failures, cyber-attacks, or network disruptions.

Our business relies heavily on information systems to deliver products and services to our customers and to manage our operations. These systems have encountered, and may in the future encounter, service disruptions due to system, network or software vulnerabilities or failures, security breaches, cyber-attacks, social engineering, ransomware, viruses, accidents, power disruptions, telecommunications failures, acts of terrorism or war, physical or electronic break-ins, or other events, disruptions, or intrusions. In addition, denial-of-service attacks could overwhelm our internet sites, applications, and services and prevent us from adequately serving customers and maintaining our operations. Cyber-attacks, including ransomware, are constantly evolving, increasing the difficulty of detecting, responding to, and successfully defending against them. We also may face heightened risk due to our use of third-party services, digital operations, and hybrid workforce. Our security measures vary in maturity across the business, and some of our peers may have more mature cybersecurity programs, which could impact our ability to market and sell our products and services. We may fail or be unable to timely detect and patch certain vulnerabilities, including those classified as zero-day vulnerabilities, which may allow unauthorized actors to gain access to and persist in our system environment over long periods of time. Our logs and other forensic evidence also may not provide a complete picture of a cyber-attack. Cyber-attacks can have cascading impacts that unfold with increasing speed across our systems and networks and those of our third-party vendors. System redundancy and other continuity measures may not be effective or adequate, and our business continuity and disaster recovery planning may not be sufficient to adequately address the disruption. These kinds of cyber-attacks and the challenges described herein, or a series of smaller attacks in the aggregate, could impair our ability to offer and process our loans, provide customer service, perform collections or other necessary business activities, and maintain our operations, which could result in a loss of customer business, negative impact to our brand and reputation, subject us to regulatory scrutiny, or expose us to civil litigation and possible financial liability, or otherwise have a material adverse effect on our financial condition and results of operations.

There may be losses or unauthorized access to or releases of confidential information, including personally identifiable information (PII), that could subject us to significant reputational, financial, legal, and operational consequences.

Our operations rely heavily on the secure collection, processing, storage, and transmission of tens of millions of records with confidential customer and other information including, among other things, PII, in our systems and networks, as well as those of third parties. Our branch locations and central servicing centers, as well as our administrative and executive offices, are part of an electronic information network that is designed to permit us to originate and track finance receivables and collections and perform other tasks that are part of our everyday operations. Additionally, due to our remote workforce and digital operations, including our use of third parties and third-party services, our vulnerability to unauthorized access to confidential information may increase.

Network and data security measures, such as encryption, access controls, authentication mechanisms, and other security measures intended to protect our systems and data may not be sufficient and data may be vulnerable to hacking, unauthorized

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access, employee error (including phishing and social engineering), malfeasance, system error, faulty password management, or other weaknesses that could be exploited. Any failure, interruption, breakdown, noncompliance, or breach in our cybersecurity measures or controls, policies, or procedures could result in reputational harm, disruption of our customer relationships, litigation or regulatory enforcement, or in our inability to originate, process, and service our finance receivable products, any of which could have a material adverse effect on our financial condition, results of operations, and liquidity.

Further, if any of these cybersecurity and operational risks materialize, they could expose us to lawsuits by customers for identity theft or other damages (for example, in the case of a data breach involving PII or misuse of PII), and possible financial liability, any of which could have a material adverse effect on our financial condition, results of operations, and liquidity. In addition, regulators may impose penalties and/or require remedial action if they identify areas of noncompliance or weaknesses in our security systems, controls, processes, procedures, and policies, and we may be required to incur significant costs to enhance our cybersecurity program, including to address any vulnerabilities that may be discovered or to remediate the harm caused by any security breaches. In addition, we may share confidential customer information and proprietary information with customers, vendors, service providers, and business partners. The information systems of these third parties may be vulnerable to security breaches and, despite our best efforts, we may not be able to ensure that these third parties have appropriate security controls in place to protect information we share with them. If our confidential information is intercepted, accessed without authorization, destroyed, stolen, misused, or mishandled while in possession of a third-party, it could result in reputational harm to us, loss of customer business, regulatory scrutiny, civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition, results of operations, and liquidity. Insurance may not be adequate or available to cover losses from such events.

We are also subject to the theft or misuse of physical customer and employee records at our facilities.

Our branch locations and central servicing centers have physical customer records necessary for day-to-day operations that contain confidential information about our customers. We also retain physical records in various storage locations. The loss or theft of customer information from our branch locations, central servicing facilities, or other storage locations could subject us to additional regulatory scrutiny and penalties and could expose us to civil litigation and possible financial liability, which could have a material adverse effect on our financial condition, results of operations, and liquidity. In addition, if we cannot locate original documents (or copies, in some cases) for certain finance receivables, we may not be able to collect on those finance receivables.

Our insurance operations are subject to risks and uncertainties, including claims, catastrophic events, underwriting risks, and dependence on a primary distribution channel.

Insurance claims and policyholder liabilities are difficult to predict and may exceed the related reserves set aside for claims (losses) and associated expenses for claims adjudication (loss adjustment expenses). Additionally, events such as natural disasters, pandemic disease, cybersecurity breaches and other types of catastrophes, and prolonged economic downturns, could adversely affect our financial condition and results of operations. Other risks relating to our insurance operations include changes to laws and regulations applicable to us, as well as changes to the regulatory environment, such as: changes to laws or regulations affecting capital and reserve requirements; frequency and type of regulatory monitoring and reporting; consumer privacy, use of customer data and data security; benefits or loss ratio requirements; insurance producer licensing or appointment requirements; required disclosures to consumers; and collateral protection insurance (i.e., insurance some of our lender companies purchase, at the customer’s expense, on that customer’s loan collateral for the periods of time the customer fails to adequately, as required by the customer's loan, insure the collateral). Because our customers do not directly agree to the amount charged for collateral protection at the time it is purchased, regulators may in the future prohibit our insurance companies from providing this insurance to our lending operations. Moreover, our insurance companies are predominately dependent on our lending operations as the primary source of business and product distribution. If our lending operations discontinue offering insurance products, our insurance operations would need to find an alternate distribution partner for their products, of which there can be no assurance.

Our use of derivatives exposes us to credit and market risks.

From time to time, we may enter into derivative financial instruments for economic hedging purposes, such as managing our exposure to interest rate risk. By using derivative instruments, we are exposed to credit and market risks, including the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost, default risk, and the risk of insolvency or other inability of the counterparty to a particular derivative financial instrument to perform its obligations.

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We may not be able to make technological improvements as quickly as some of our competitors, which could harm our ability to compete and adversely affect our financial condition, results of operations, and liquidity.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial and lending institutions to better serve customers and reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. We may not be able to effectively implement new technology-driven products and services as quickly as some of our competitors or be successful in marketing these products and services to our existing and new customers. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete and adversely affect our financial condition, results of operations, and liquidity.

If goodwill and other intangible assets become impaired, it could have a negative impact on our profitability.

Goodwill represents the amount of acquisition cost over the fair value of net assets we acquired. If the carrying amount of goodwill and other intangible assets exceeds the fair value, an impairment loss is recognized in an amount equal to that excess. Any such adjustments are reflected in our results of operations in the periods in which the impairments become known. There can be no assurance that our future evaluations of goodwill and other intangible assets will not result in findings of impairments and related write-downs, which may have a material adverse effect on our financial condition and results of operations. See Note 8 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on goodwill and intangible assets.

Damage to our reputation could adversely impact our business and financial results.

Our ability to attract and retain customers and employees is significantly impacted by our reputation. Damage to our reputation can arise as a result of our actions or those of our employees, or as a result of negative public opinion about the financial services industry. Negative public opinion may relate to any aspect of or risk associated with our business, including but not limited to, our lending practices, cybersecurity breaches, failures to safeguard personal information, discriminating or harassing behavior of employees, compensation practices, sales practices, environmental, social, and governance practices and disclosures, or failure or perceived failure to comply with laws or regulations. Negative publicity directed at us could generate dissatisfaction among our customers and employees. We cannot give assurance that our policies and procedures will be fully effective in preventing conduct that could damage our reputation. Furthermore, our actual or perceived failure to address or prevent any such conduct or otherwise to effectively manage our business or operations could result in significant reputational harm.

There are risks associated with the acquisition or sale of assets or businesses and the formation, termination, or operation of joint ventures or other strategic alliances, which could have a material adverse effect on our financial condition, results of operations, and liquidity.

We have previously acquired, and in the future may acquire, assets or businesses, either through the direct purchase of such assets or the purchase of a company’s equity. Since we will not have originated or serviced the finance receivables we acquire, we may not be aware of legal or other deficiencies related to origination or servicing, and our review of the portfolio prior to purchase may not uncover those deficiencies. Further, we may have limited recourse against the seller of the receivables.

Potential difficulties we may encounter in connection with these transactions and arrangements include: the integration of the assets or business into our information technology platforms and servicing systems; the quality of servicing; disruption of our ongoing businesses and distraction of our management teams; incomplete or inaccurate records; inability to retain existing customers; unanticipated expenses; and potential unknown liabilities associated with the transactions, including legal liability related to origination and servicing prior to the acquisition.

The anticipated benefits and synergies of any future acquisition will assume a successful integration, and will be based on projections and other assumptions, which are inherently uncertain. Even if integration is successful, anticipated benefits and synergies may not be achieved.

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RISKS RELATED TO OUR INDUSTRY AND REGULATION

We operate in a highly competitive market, and we cannot ensure that the competitive pressures we face will not have a material adverse effect on our financial condition, results of operations, and liquidity.

The consumer finance industry is highly competitive. Our profitability depends, in large part, on our ability to underwrite and originate finance receivables. Some of our competitors may have greater financial, technical, and marketing resources than we possess. Some competitors may also have a lower cost of funds and access to funding sources that may not be available to us. We cannot give assurance that the competitive pressures we face will not have a material adverse effect on our financial condition, results of operations, and liquidity.

Our businesses are subject to regulation in the jurisdictions in which we conduct our business and failure to comply with such regulations may have a material adverse impact on our financial condition, results of operations, and liquidity.

Our businesses are subject to numerous federal, state, and local laws and regulations, and various state authorities regulate and supervise our lending business and insurance operations.

We also must comply with extensive regulations in servicing our legacy real estate loans and loan portfolios for other parties and will have to comply with these servicing regulations if we acquire loan portfolios in the future for which we act as a servicer.

Our operations are subject to regular examination by state regulators and U.S. federal and foreign regulators. These examinations may require us to change our policies or practices, pay monetary fines, or make reimbursements to customers. Many state regulators and some federal regulators have indicated an intention to pool their resources to conduct examinations of licensed entities, including us, at the same time (referred to as a “multi-state” examination). This could result in more in-depth examinations, which could be costlier and lead to more significant enforcement actions.

We are also subject to potential enforcement, supervisions, and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Such actions could subject us to civil money penalties, customer remediation, and increased compliance costs, as well as damage our reputation and brand and could limit or prohibit our ability to offer certain products and services or engage in certain business practices.

State attorneys general have a variety of tools at their disposal to enforce state and federal consumer financial laws, including the ability to enforce the Dodd-Frank Act and regulations promulgated under the Dodd-Frank Act’s authority. State attorneys general also have enforcement authority under state law with respect to unfair or deceptive practices under which state attorneys general may conduct investigations, bring actions, and recover civil penalties or obtain injunctive relief against entities engaging in unfair, deceptive, or fraudulent acts. Attorneys general may also coordinate among themselves to enter into multi-state actions or settlements. Several consumer financial laws like the Truth in Lending Act and Fair Credit Reporting Act grant enforcement or litigation authority to state attorneys general.

We are subject to potential changes in federal and state law, which could lower the interest-rate limit that non-depository financial institutions may charge for consumer loans or on credit card balances, or could expand the definition of interest under federal and state law to include the cost of optional products, such as insurance. Any such changes could limit our interest income, insurance revenues, and other revenue, which could have a material adverse effect on our financial condition and results of operations.

We may not be able to maintain all requisite licenses and permits, and the failure to satisfy those or other regulatory requirements could have a material adverse effect on our operations. In addition, changes in laws or regulations applicable to us could subject us to additional licensing, registration and other regulatory requirements in the future or could adversely affect our ability to operate or the way we conduct business.

A material failure to comply with applicable laws and regulations could result in regulatory actions, including substantial fines or penalties, lawsuits, and damage to our reputation, which could have a material adverse effect on our financial condition, results of operations, and liquidity.

For more information with respect to the regulatory framework affecting our businesses, see “Business—Regulation” included in this report.

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Requirements of the Dodd-Frank Act and oversight by the CFPB significantly increase our regulatory costs and burdens.

The Dodd-Frank Act and the related regulations increased oversight of financial services and products by the CFPB, and imposed restrictions on the allowable terms for certain consumer credit transactions. The CFPB has significant authority to implement and enforce federal consumer finance laws, including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive, or abusive acts and practices. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to customers for alleged legal violations, and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. Further, state attorneys general and state regulators are authorized to bring civil actions to enforce certain consumer protection provisions of the Dodd-Frank Act. The industry investigation and enforcement provisions of Title X of the Dodd-Frank Act may adversely affect our business if the CFPB or one or more state attorneys general or state regulators believe that we have violated any federal consumer financial protection laws, including the prohibition in Title X against unfair, deceptive or abusive acts or practices.

The CFPB currently exercises supervisory authority over the Company’s entire consumer lending business as a result of the Company’s status as a “larger participant” in the auto financing market. The CFPB also has the authority to bring enforcement actions for violations of laws over which it has jurisdiction regardless of whether it has supervisory authority over an entity. The CFPB’s broad supervisory and enforcement powers could affect our business and operations significantly in terms of increased operating and regulatory compliance costs, and limits on the types of products we offer and the way they are offered, among other things. In this regard, on May 31, 2023, we entered into a consent order with the CFPB to resolve a previously disclosed investigation focused on certain refunding practices for optional insurance and membership plan products that were subsequently canceled by the consumer after purchase. In agreeing to this consent order, we did not admit to any of the CFPB’s factual findings or legal conclusions. Any violation of the consent order during its effective period could adversely impact our reputation and subject us to material legal claims, monetary penalties, sanctions, and obligations to compensate and/or notify customers, employees, state attorneys general, regulators, and others, or take other remedial actions.

The CFPB and certain state regulators have acted against some lenders regarding, for instance, debt collection and the marketing of optional products offered by the lenders in connection with their loans. The products included debt cancellation/suspension products and other types of payment protection insurance. We collect on delinquent debt. We also sell optional insurance and non-insurance products in connection with our loans. Our debt collection practices and sales of optional insurance and non-insurance products could be challenged in a similar manner by the CFPB or state consumer lending regulators.

Some of the rulemaking under the Dodd-Frank Act remains pending. As a result, the complete impact of the Dodd-Frank Act remains uncertain. It is not clear what form remaining regulations will ultimately take, or how our business will be affected.

For more information with respect to the regulatory framework affecting our businesses and the CFPB, see “Business—Regulation” included in this report.

Current and proposed regulations relating to consumer privacy, data protection, and cybersecurity could increase our costs.

We are subject to federal and state consumer privacy, data protection, and cybersecurity laws and regulations. For example, we are subject to the federal GLBA and the NYDFS Cybersecurity Regulation, which govern the collection, processing, sharing, storage, use, and protection of PII and other confidential information by financial institutions and require certain safeguards, controls, policies, and processes for protecting PII and other confidential information. Moreover, various state laws and regulations may require us to notify customers, employees, state attorneys general, regulators, and others in the event of a security breach. Federal and state legislators and regulators are pursuing new guidance, laws, and regulations relating to consumer privacy, data protection, and cybersecurity. Compliance with current or future consumer privacy, data protection, and cybersecurity laws and regulations could result in higher compliance, technology, or other operating costs. Any violations of these laws and regulations may require us to change our business practices or operational structure.

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Our use of third-party vendors is subject to regulatory review.

The CFPB and other regulators have issued regulatory guidance focusing on the need for financial institutions to perform due diligence and ongoing monitoring of third-party vendor relationships, which increases the scope of management involvement and decreases the benefit that we receive from using third-party vendors. Moreover, if our regulators conclude that we have not met the standards for oversight of our third-party vendors, we could be subject to enforcement actions, civil monetary penalties, supervisory orders to cease and desist, or other remedial actions, which could have a materially adverse effect on our business, reputation, financial condition, and results of operations. Further, federal and state regulators have scrutinized the practices of lead aggregators and providers.

We purchase and sell finance receivables, including charged-off receivables and receivables where the borrower is in default. This practice could subject us to heightened regulatory scrutiny, which may expose us to legal action, cause us to incur losses and/or limit or impede our collection activity.

As part of our business, we purchase and sell finance receivables. Some of these finance receivables may be in default (including in bankruptcy) or the debt may have been charged off as uncollectible. The CFPB and other regulators have significantly increased their scrutiny of the purchase and sale of debt, and collections practices undertaken by purchasers of debt, especially delinquent and charged-off debt. The CFPB has scrutinized sellers of debt for not maintaining sufficient documentation to support and verify the validity or amount of the debt. It has also scrutinized debt collectors for, among other things, their collection tactics, attempting to collect debts that no longer are valid, misrepresenting the amount of the debt and not having sufficient documentation to verify the validity or amount of the debt. Our purchases or sales of receivables could expose us to lawsuits or fines by regulators if we do not have sufficient documentation to support and verify the validity and amount of the finance receivables underlying these transactions, or if we or purchasers of our finance receivables use collection methods that are viewed as unfair or abusive. In addition, our collections could suffer, and we may incur additional expenses if we are required to change collection practices or stop collecting on certain debts because of a lawsuit or action on the part of regulators.

Changes in law and regulatory developments could result in significant additional compliance costs relating to securitizations.

The Dodd-Frank Act requires, among other things, that a securitizer retain at least a 5% economic interest in the credit risk of the securitized assets; this requirement has reduced and will continue to reduce the amount of financing obtained from such transactions. Furthermore, sponsors are prohibited from diluting the required risk retention by dividing the economic interest among multiple parties or hedging or transferring the credit risk the sponsor is required to maintain.

Rules relating to securitizations rated by nationally-recognized statistical rating agencies require that the findings of any third-party due diligence service providers be made publicly available at least five business days prior to the first sale of securities, which has led and will continue to lead us to incur additional costs in connection with each securitization.

We may have to constrain our business activities to avoid being deemed an investment company under the Investment Company Act.

The Investment Company Act regulates the manner in which “investment companies” are permitted to conduct their business activities. We believe we have conducted, and intend to continue to conduct, our business in a manner that does not result in the Company being characterized as an investment company, including relying on certain exemptions from registration as an investment company. We rely on guidance published by the SEC staff or on our analyses of such guidance to determine our qualification under these and other exemptions. To the extent that the SEC staff publishes new or different guidance with respect to these matters, we may be required to adjust our business operations accordingly, including inhibiting our ability to conduct our business operations. We cannot give assurance that the laws and regulations governing our Investment Company Act status or SEC guidance regarding the Investment Company Act will not change in a manner that adversely affects our operations. If we are deemed to be an investment company, we may attempt to seek exemptive relief from the SEC, which could impose significant costs on us. We may not receive such relief on a timely basis, if at all, and such relief may require us to modify or curtail our operations. If we are deemed to be an investment company, we may also be required to institute burdensome compliance requirements and our activities may be restricted.

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RISKS RELATED TO OUR INDEBTEDNESS

An inability to access adequate sources of liquidity may adversely affect our ability to fund operational requirements and satisfy financial obligations.

Our ability to access capital and credit may be significantly affected by disruption in the U.S. credit markets and any potential credit rating downgrades on our debt. In addition, the risk of volatility and uncertainty surrounding the macroeconomic environment could continue to create significant volatility in, and uncertainty around access to the capital markets. Historically, we have funded our operations and repaid our debt and other obligations using funds collected from our finance receivable portfolio and new debt issuances. Our current corporate credit ratings are below investment grade and, as a result, our borrowing costs may further increase and our ability to borrow may be limited. In addition to issuing unsecured debt in the public and private markets, we have raised capital through securitization transactions and, although there can be no assurances that we will be able to complete additional securitizations or issue additional unsecured debt, we currently expect our near-term sources of capital markets funding to continue to derive from securitization transactions and unsecured debt offerings.

Any future capital markets transactions will be dependent on our financial performance, as well as market conditions, which may result in receiving financing on terms less favorable to us than our existing financings. In addition, our access to future financing and our ability to refinance existing debt will depend on a variety of factors such as our financial performance, the general availability of credit, our credit ratings and credit capacity at the time we pursue such financing.

If we are unable to complete additional securitization transactions or unsecured debt offerings on a timely basis or upon terms acceptable to us or otherwise access adequate sources of liquidity, our ability to fund our own operational requirements and satisfy financial obligations may be adversely affected.

Our indebtedness is significant, which could affect our ability to meet our obligations under our debt instruments and could materially and adversely affect our business and ability to react to changes in the economy or our industry.

Our significant indebtedness could have important consequences, including the following:

•it may require us to dedicate a larger portion of our cash flows from operations to pay our indebtedness, which reduces the funds available for other purposes, including finance receivable originations and capital returns;

•it may limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing regulatory, business, and economic conditions;

•it may limit our ability to incur additional borrowings or securitizations;

•it may require us to seek to change the maturity, interest rate and other terms of our existing debt;

•it may place us at a competitive disadvantage to competitors that are not as highly leveraged;

•it may cause a downgrade of our debt and long-term corporate ratings; and

•it may cause us to be more vulnerable to periods of negative or slow growth in the general economy or in our business.

In addition, meeting our anticipated liquidity requirements is contingent upon our continued compliance with our existing debt agreements. An event of default or declaration of acceleration under one of our existing debt agreements could also result in an event of default and declaration of acceleration under certain of our other existing debt agreements. Such an acceleration of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. If our debt obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, the consequences described above could be magnified. There can be no assurance that we will be able to repay or refinance our debt in the future.

Certain of our outstanding notes contain covenants that restrict our operations and may inhibit our ability to grow our business and increase revenues.

OMFC’s indenture and certain of OMFC’s notes contain a covenant that limits OMFC’s and its subsidiaries’ ability to create or incur liens. The restrictions may interfere with our ability to obtain additional financing or affect the way we structure such financing or engage in other business activities. A default and resulting acceleration of obligations could also result in an event of default and declaration of acceleration under certain of our other existing debt agreements. Such an acceleration of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. A default could also significantly limit our alternatives to refinance our indebtedness. This limitation may significantly restrict our financing options during times of either market distress or our financial distress, which are precisely the times when having financing options is most important.

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The assessment of our liquidity is based upon significant judgments and estimates that could prove to be materially incorrect.

In assessing our current financial position and developing operating plans, management has made significant judgments and estimates with respect to our liquidity, including but not limited to:

•our ability to generate sufficient cash to service all of our outstanding debt;

•our continued ability to access debt and securitization markets and other sources of funding on favorable terms;

•our ability to complete on favorable terms, as needed, additional borrowings, securitizations, finance receivable portfolio sales, or other transactions to support liquidity, and the costs associated with these funding sources, including sales at less than carrying value and limits on the types of assets that can be securitized or sold, which would affect our profitability;

•the potential for downgrade of our debt by rating agencies, which would have a negative impact on our cost of, and access to, capital;

•our ability to comply with our debt covenants;

•our ability to make capital returns to OMH's stockholders;

•the amount of cash expected to be received from our finance receivable portfolio through collections (including prepayments) and receipt of finance charges;

•the potential for declining financial flexibility and reduced income should we use more of our assets for securitizations and finance receivable portfolio sales; and

•the potential for reduced income due to the possible deterioration of the credit quality of our finance receivable portfolios.

Additionally, there are numerous risks to our financial results, liquidity, and capital raising and debt refinancing plans that are not quantified in our current liquidity forecasts. These risks include, but are not limited, to the following:

•our inability to grow our consumer loan and credit card portfolios with adequate profitability to fund operations, loan losses, and other expenses;

•our inability to monetize assets including, but not limited to, our access to debt and securitization markets;

•our inability to obtain the additional necessary funding to finance our operations;

•the effect of current and potential new federal, state, and local laws, regulations, or regulatory policies and practices on our ability to conduct business or the way we conduct business, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry;

•potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a warranty made in connection with the transaction;

•the potential for increasing costs and difficulty in servicing our loan portfolio because of heightened regulatory scrutiny of loan servicing and foreclosure practices in the industry generally;

•the potential for additional unforeseen cash demands or acceleration of obligations;

•reduced income due to loan modifications where the borrower’s interest rate is reduced, principal payments are deferred, or other concessions are made;

•the potential for declines or volatility in bond and equity markets; and

•the potential effect on us if the capital levels of our regulated and unregulated subsidiaries prove inadequate to support our business plans.

The actual outcome of one or more of our plans could be materially different than expected or one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect. In the event of such an occurrence, if third-party financing is not available, our liquidity could be materially adversely affected, and as a result, substantial doubt could exist about our ability to continue as a going concern.

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OMFC's credit ratings could adversely affect our ability to raise capital in the debt markets at attractive rates, which could negatively affect our financial condition, results of operations, and liquidity.

S&P, Moody’s, and KBRA rate OMFC’s debt. Ratings reflect the rating agencies’ opinions of a company’s financial strength, operating performance, strategic position, and ability to meet its obligations. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s rating. If OMFC’s current ratings are downgraded, it will likely increase the interest rate that we would have to pay to raise money in the capital markets, making it more expensive for us to borrow money and adversely impacting our access to capital. As a result, a downgrade of OMFC's ratings could negatively impact our results of operations, financial condition, and liquidity.

Our securitizations may expose us to financing and other risks, and there can be no assurance that we will be able to access the securitization market in the future, which may require us to seek more costly financing.

We cannot give assurance that we will be able to complete additional securitizations if the securitization markets become constrained. In addition, the value of any subordinated securities that we may retain in our securitizations might be reduced or, in some cases, eliminated because of adverse changes in economic conditions or the financial markets.

We currently act as the servicer with respect to the securitization trusts and related series of asset-backed securities. If we default in our servicing obligations, an early amortization event could occur with respect to the relevant asset-backed securities and we could be replaced as servicer. Servicer defaults include, for example, the failure of the servicer to make any payment, transfer or deposit in accordance with the securitization documents, a breach of representations, warranties or agreements made by the servicer under the securitization documents and the occurrence of certain insolvency events with respect to the servicer. Such an early amortization event could damage our reputation and have materially adverse consequences on our liquidity and cost of funds.

Rating agencies may also affect our ability to execute a securitization transaction or increase the costs we expect to incur from executing securitization transactions. Rating agencies could alter their ratings processes or criteria after we have accumulated finance receivables for securitization in a manner that effectively reduces the value of those finance receivables by increasing our financing costs or otherwise requiring that we incur additional costs to comply with those processes and criteria. We cannot control or predict what actions the rating agencies may take in this regard.

Further, other matters, such as (i) accounting standards applicable to securitization transactions and (ii) capital and leverage requirements applicable to banks and other regulated financial institutions' asset-backed securities, could result in decreased investor demand for securities issued through our securitization transactions, or increased competition from other institutions that undertake securitization transactions. In addition, compliance with certain regulatory requirements, including but not limited to the Dodd-Frank Act and the Investment Company Act, may affect the type of securitizations that are completed and investors that we are able to market to.

If it is not possible or economical for us to securitize our finance receivables in the future, we would need to seek alternative financing to support our operations and to meet our existing debt obligations, which may be less efficient and more expensive than raising capital via securitizations and may have a material adverse effect on our financial condition, results of operations, and liquidity.

RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

OMH and OMFC are holding companies with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations and enable us to pay dividends.

Our principal assets are the equity interests we directly or indirectly hold in our operating subsidiaries, which own our operating assets. As a result, we are dependent on loans, dividends and other payments from our subsidiaries for funds to meet our financial obligations and enable OMH to pay dividends on its common stock. Our subsidiaries are legally distinct from us, and certain of our subsidiaries are prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. For example, our insurance subsidiaries are subject to regulations that limit their ability to pay dividends or make loans or advances to us, principally to protect policyholders, and certain of OMFC's debt agreements limit the ability of certain of our subsidiaries to pay dividends. If we are unable to obtain funds from our subsidiaries, or if our subsidiaries do not generate sufficient cash from operations, we may be unable to meet our financial obligations or pay dividends, and the Board may exercise its discretion not to pay dividends.

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OMH may not pay dividends on its common stock in the future, even if liquidity and leverage targets are met.

While OMH intends to pay its minimum quarterly dividends, currently $1.05 per share, for the foreseeable future, all subsequent dividends will be reviewed and declared at the discretion of the Board and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that the Board deems relevant. As a result, we cannot give assurance that OMH will continue to pay dividends on its common stock in future periods, even if liquidity and target leverage objectives are met. See our “Dividend Policy” in Part II - Item 5 in this report for further information on dividends.

Certain provisions of our restated certificate of incorporation and amended and restated bylaws could hinder, delay or prevent a change in control of OMH, which could adversely affect the price of OMH's common stock.

OMH's restated certificate of incorporation and OMH’s amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of the Board. These provisions provide for:

•a classified Board with staggered three-year terms;

•removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote;

•no ability for stockholders to call special meetings of OMH's stockholders;

•advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;

•the ability for stockholders to act outside a meeting by written consent only if unanimous; and

•the issuance of blank check preferred stock by the Board from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of OMH stockholders. Nothing in OMH's restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of OMH's common stock.

These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and Board and, as a result, may adversely affect the market price of OMH's common stock and the ability of public stockholders to realize any potential change of control premium.

See additional information under “Business Overview” in Item 1 of this report.

Licensing and insurance laws and regulations may delay or impede purchases of OMH's common stock.

Certain states in which we are licensed to originate loans and the state in which our insurance subsidiaries are domiciled (Texas) have laws and regulations that require regulatory approval for the acquisition of “control” of regulated entities. In addition, Texas insurance laws and regulations generally provide that no person may acquire control, directly or indirectly, of a domiciled insurer, unless the person has provided the required information to, and the acquisition is subsequently approved or not disapproved by the Department of Insurance (“DOI”). Under state insurance laws or regulations, there exists a presumption of “control” when an acquiring party acquires as little as 10% of the voting securities of a regulated entity or of a company which itself controls (directly or indirectly) a regulated entity (the threshold is 10% under the insurance statute of Texas). Therefore, any person acquiring 10% or more of OMH's common stock may need the prior approval of the Texas insurance and/or licensing regulators, or a determination from such regulators that “control” has not been acquired, which could significantly delay or otherwise impede their ability to complete such purchase.

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RISKS RELATED TO OMH'S COMMON STOCK

The market price and trading volume of OMH's common stock may be volatile, which could result in rapid and substantial losses for OMH's stockholders.

The market price of OMH's common stock has been and may continue to be volatile and could be subject to wide fluctuations and may decline significantly in the future. Some of the factors that could negatively affect the share price or result in fluctuations in the price or trading volume of OMH's common stock include: variations in our quarterly or annual operating results; changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts; additions to, or departures of, key management personnel; and any increased indebtedness we may incur in the future.

These factors may decrease the market price of OMH's common stock, regardless of our actual operating performance. Volatility in the market price of a company’s securities may result in securities class action litigation. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Future offerings of debt or equity securities by us may adversely affect the market price of OMH's common stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of OMH's common stock or offering debt or other equity securities, including debt securities convertible into equity or shares of preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations.

Issuing additional shares of OMH's common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of OMH's stockholders at the time of such issuance or reduce the market price of OMH's common stock or both. Upon liquidation, holders of debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of OMH's common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of OMH's common stock. Thus, holders of OMH's common stock bear the risk that our future offerings may reduce the market price of OMH's common stock and dilute their stockholdings in us.

The future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise will dilute all other stockholdings.

OMH may issue any or all of the shares of common stock authorized but unissued without any action or approval by OMH's stockholders, subject to certain exceptions. OMH also intends to continue to evaluate acquisition opportunities and may issue common stock in connection with any such acquisition. Any common stock issued in connection with our incentive plans, acquisitions, the exercise of outstanding stock options or otherwise would dilute the percentage ownership held by existing OMH's stockholders.

GENERAL RISKS

We are a party to various lawsuits and proceedings and may become a party to various lawsuits and proceedings in the future which, if resolved in a manner adverse to us, could have a material adverse effect on our financial condition, results of operations, and liquidity.

In the normal course of business, we have been named, and may be named in the future, as a defendant in various legal actions, including governmental investigations, examinations or other proceedings, arising in connection with our business activities. Certain of the legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Some of these proceedings are pending in jurisdictions that permit damage awards disproportionate to the actual economic damages allegedly incurred. A large judgment that is adverse to us could cause our reputation to suffer, encourage additional lawsuits against us and have a material adverse effect on our financial condition, results of operations, and liquidity. For additional information regarding pending legal proceedings and other contingencies, see Note 15 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report.

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Certain operations rely on external vendors.

We rely on third-party vendors to provide products and services necessary to maintain day-to-day operations, including a portion of our information systems, communication, data management and transaction processing. Accordingly, we are exposed to the risk that these vendors might not perform in accordance with the contracted arrangements or service level agreements. Such failure to perform could be disruptive to our operations and have a materially adverse impact on our business, financial condition, and results of operations. These third parties are also sources of risk associated with operational errors, system interruptions or breaches and unauthorized disclosure of confidential information. If our vendors encounter any of these issues, we could be exposed to disruption of service, damage to our reputation and litigation.

If we lose the services of any of our key management personnel, our business could suffer.

Our future success significantly depends on the continued service and performance of our key management personnel. Our senior management team has significant industry experience and would be difficult to replace. Competition for these employees is intense and we may not be able to attract and retain key personnel. If we are unable to attract or retain appropriately qualified personnel, we may not be successful in originating loans and servicing our customers, which could have a materially adverse effect on our business, financial condition and results of operations.

Employee misconduct could harm us by subjecting us to monetary loss, significant legal liability, regulatory scrutiny and reputational harm.

There is a risk that our employees could engage in misconduct that adversely affects our business. For example, if an employee were to engage—or be accused of engaging—in illegal or suspicious activities including fraud or theft, we could suffer direct losses from such activity, and as a result, we could be subject to regulatory sanctions and suffer serious harm to our reputation, financial condition, customer relationships, and ability to attract future customers or employees. Regulators may allege or determine, based upon such misconduct, that our systems and procedures to detect and deter employee misconduct are inadequate. Misconduct by our employees, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on our reputation and our business.

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Item 1B. Unresolved Staff Comments.

None.


Item 1C. Cybersecurity.

RISK MANAGEMENT AND STRATEGY

Cyber risk management is a critical component of our risk management framework. Processes for assessing, identifying, and managing material risks arising from cybersecurity threats are integrated in our policies and procedures, including our enterprise risk appetite, risk assessment, risk treatment, risk acceptance or exceptions, and third party risk management policies.

Our Cybersecurity Program, which we align with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, provides a framework for compliance with applicable cybersecurity and data protection laws. Our program is designed to ensure the security and confidentiality of customer information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with our regulators to ensure that these policies are adequately designed to appropriately safeguard personal information. We use a variety of processes and technologies to monitor for and identify cybersecurity threats, including vulnerabilities scans, endpoint and network monitoring software, and email scanning software. We also have a Cyber Incident Response Policy and detailed plans which are updated and exercised annually. Our cyber defenses are reviewed annually by third-party penetration testers using the Adversarial Tactics, Techniques and Common Knowledge (“MITRE ATT&CK”) framework and the incident response plan is reviewed by experienced counsel. We incorporate cybersecurity risk reviews of third-party service providers within our Enterprise Third Party Risk Management Program. We conduct annual Cyber Risk Assessments which drive strategic decisions. Employees are required to abide by our cybersecurity and data protection policies and are provided formal cybersecurity training. We maintain a corporate cyber risk insurance policy as part of our cybersecurity risk strategy that is reviewed annually.

To date, the Company has not experienced a material cybersecurity incident.

GOVERNANCE

Cybersecurity and data protection are important for the Company to maintain the trust of our customers, team members and stakeholders. Overseen by the Board of Directors and its Risk Committee, we regularly review, and as appropriate, adapt our Cybersecurity Program to an evolving landscape of emerging threats, evaluate effectiveness of key security controls, and assess cybersecurity best practices.

The Chief Information Security Officer (“CISO”), the Chief Technology Officer (“CTO”), and General Counsel are key management roles responsible for assessing and managing material risks from cybersecurity threats. The CISO reports to the General Counsel and is responsible for implementing and maintaining our enterprise cybersecurity organization. Our CISO has served in both the private and public sectors developing extensive experience in cybersecurity operations, incident response, strategy, governance and compliance. The CISO provides periodic reports to our management risk committee on the mitigation of cybersecurity risks. The General Counsel provides executive oversight of the Cybersecurity Program, providing governance of cybersecurity capabilities and coordinating cybersecurity matters with senior management and the Board of Directors. Our experienced General Counsel has significant risk management, governance, litigation and regulatory experience. We believe these skills are needed in leadership of our Cybersecurity Program to ensure that risk management, legal, regulatory, disclosure and governance perspectives are considered in the design of our Cybersecurity Program and in evaluating and responding to potential cyber incidents. The CTO provides our Cybersecurity Program with the technical and functional resources to achieve its strategic goals and objectives. Our CTO has 30 years of experience with reliability and security of core systems, expertise important for establishing robust protocols and implementing best practices to safeguard against cyber threats and mitigate risks effectively. The General Counsel, CISO, and CTO meet regularly to evaluate the Company’s Cybersecurity Program.

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The Board is responsible for overseeing the Company’s management of cybersecurity risk, including oversight into appropriate risk mitigation, strategies, processes, systems, and controls. The CISO has regular and direct communication with the Board, providing a cybersecurity report to the Board’s Risk Committee on a quarterly basis (more frequently as events warrant), as well as a written cybersecurity report and briefing to the full Board on an annual basis, in order to inform directors of the state of the Company’s Cybersecurity Program. These reports cover, but are not limited to, the Company’s cybersecurity posture, overall status of the Company’s compliance with the Cybersecurity Program, threat environment, material cybersecurity risks and events, Cybersecurity Program improvements and effectiveness, and other material matters related to the Cybersecurity Program.


Item 2. Properties.

Our branch network includes more than 1,300 locations in 44 states. Our branches have lease terms generally ranging from three to five years. In addition to our branches, several of our central servicing facilities operate in leased premises. These facilities include Fort Mill, South Carolina; Tempe, Arizona; Fort Worth, Texas; Mendota Heights, Minnesota; and West Valley, Utah, with leases that expire in 2027, 2027, 2028, 2029, and 2032, respectively.

We also lease administrative offices in Charlotte, North Carolina; New York, New York; Irving, Texas; Wilmington, Delaware; and Baltimore, Maryland, which expire in 2027, 2028, 2030, 2031, and 2036, respectively.

Our investment in real estate and tangible property is not significant in relation to our total assets due to the nature of our business. At December 31, 2025, our subsidiaries owned a loan servicing facility in London, Kentucky, and six buildings in Evansville, Indiana. The Evansville buildings also support our administrative and central functions.

Item 3. Legal Proceedings.

The information required with respect to this item can be found under "Legal Contingencies" in Note 15 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report, which is incorporated by reference into this Item 3.


Item 4. Mine Safety Disclosures.

None.

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PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MARKET INFORMATION AND STOCKHOLDERS

OMH’s common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “OMF.”

On January 27, 2026, there were two record holders of OMH’s common stock. This figure does not reflect the beneficial ownership of shares held in nominee name. On January 27, 2026, the closing price for OMH’s common stock, as reported on the NYSE, was $65.17.

DIVIDEND POLICY

In February of 2019, the Board announced a program of quarterly dividends. While OMH intends to pay its minimum quarterly dividend, currently $1.05 per share, for the foreseeable future, all subsequent dividends will be reviewed and declared at the discretion of the Board and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that the Board deems relevant. OMH’s dividend payments may change from time to time, and the Board may choose not to continue to declare dividends in the future.

No trading market exists for OMFC’s common stock. All of OMFC’s common stock is held by OMH. To provide funding for the dividends mentioned above, OMFC paid dividends to OMH of $491 million and $489 million in 2025 and 2024, respectively.

Because we are holding companies and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Our insurance subsidiaries are subject to regulations that limit their ability to pay dividends or make loans or advances to us, principally to protect policyholders, and certain of OMFC’s debt agreements limit the ability of certain of our subsidiaries to pay dividends. See Notes 9 and 11 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on OMFC’s debt agreements and our insurance subsidiary dividends, respectively.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table presents information regarding repurchases of our common stock, excluding commissions, fees, and excise taxes, during the quarter ended December 31, 2025, based on settlement date:


Period	Total Number of Shares Purchased	Average Price paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)	Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (a)
October 1 - October 31	798,841	$	55.70	798,841	$	989,500,106
November 1 - November 30	276,303	60.06		276,303	972,906,162
December 1 - December 31	130,899	68.75		130,899	963,906,509
Total	1,206,043	$	58.12	1,206,043

(a) On February 2, 2022, the Board authorized a $1 billion stock repurchase program, excluding fees, commissions, excise taxes, and other expenses related to the repurchases. On October 23, 2025, the Board authorized a stock repurchase program that replaces and supersedes our previous share repurchase program, which allows us to repurchase up to $1.0 billion of OMH’s outstanding common stock, excluding fees, commissions, excise taxes and other expenses related to the repurchases. The authorization expires on December 31, 2028. The timing, number and share price of any additional shares repurchased will be determined by OMH based on its evaluation of market conditions and other factors and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. OMH is not obligated to purchase any shares under the program, which may be modified, suspended or discontinued at any time.

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STOCK PERFORMANCE

The following data and graph show a comparison of the cumulative total shareholder return for OMH's common stock, the NYSE Financial Sector (Total Return) Index, and the NYSE Composite (Total Return) Index from December 31, 2020 through December 31, 2025. This data assumes simultaneous investments of $100 on December 31, 2020 and reinvestment of any dividends. The information in this “Stock Performance” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.


	At December 31,
	2020		2021		2022		2023		2024		2025
OneMain Holdings, Inc.	$	100.00	$	123.64	$	90.06	$	146.87	$	169.17	$	236.43
NYSE Composite Index	100.00		120.83		109.71		124.99		144.98		170.85
NYSE Financial Sector Index	100.00		125.41		109.66		128.62		160.77		195.74


Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of OMH's financial condition and results of operations should be read together with the audited consolidated financial statements and related notes included in this report. This discussion and analysis contains forward-looking statements that involve risk, uncertainties, and assumptions. See “Forward-Looking Statements” included in this report for more information. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those discussed in “Risk Factors” included in this report.

An index to our management’s discussion and analysis follows:


Topic						Page


Overview						37
Recent Developments and Outlook						39
Results of Operations						41
Segment Results						45
Credit Quality						48
Liquidity and Capital Resources						51
Critical Accounting Policies and Estimates						58
Recent Accounting Pronouncements						58
Seasonality						59

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Overview

We offer consumer loans, which consist of personal loans and auto finance, credit cards, and other products to help customers meet everyday needs and take steps to improve their financial well-being. We service the loans that we retain on our balance sheet, as well as loans owned by third parties. Additionally, our insurance subsidiaries offer optional credit and non-credit insurance and other optional products. We also offer credit cards under our BrightWay brand which are designed to offer a highly digital customer experience while also rewarding customers for responsible credit activity. Our resources allow us to operate in 48 states and provide a seamless experience through our customers’ preferred channels, including in person, online or over the phone, using our digital platforms, distribution partnerships, or working with our expert team members at more than 1,300 locations.

OUR PRODUCTS

Our product offerings include:

•Personal Loans — We offer personal loans through our branch network, central operations, direct mail, digital affiliates, and our website, www.onemainfinancial.com, to customers who need timely access to cash. Our personal loans are non-revolving, with a fixed rate, have fixed terms generally between three and six years, and are secured by automobiles, other titled collateral, or are unsecured. At December 31, 2025, we had approximately 2.4 million personal loans totaling $21.4 billion of net finance receivables, of which 53% were secured by titled property, compared to approximately 2.4 million personal loans totaling $20.8 billion of net finance receivables, of which 50% were secured by titled property at December 31, 2024. We also service personal loans for our whole loan sale partners.

•Auto Finance — We offer secured auto financing originated at the point of purchase through a growing network of franchise and independent dealerships. The loans are non-revolving, with a fixed rate, and have fixed terms generally between three and six years. At December 31, 2025, we had approximately 148 thousand auto finance loans totaling $2.5 billion of net finance receivables, compared to approximately 127 thousand auto finance loans totaling $2.1 billion of net finance receivables at December 31, 2024. We also service auto finance loans for our whole loan sale partners and loans originated by third parties.

•Credit Cards — BrightWay credit cards are originated through a third-party bank partner from which we purchase the receivable balances. The credit cards are offered across our branch network, as well as through direct mail, our digital affiliates, and our website. Credit cards are open-ended, revolving, with a fixed rate, and are unsecured. At December 31, 2025, we had approximately 1.1 million open credit card customer accounts, totaling $936 million of net finance receivables, compared to approximately 783 thousand open credit card customer accounts, totaling $643 million of net finance receivables at December 31, 2024.

•Optional Products — We offer our customers optional credit insurance products (life, disability, and involuntary unemployment insurance) and optional non-credit insurance products through both our branch network and our central operations. Credit insurance and non-credit insurance products are provided by our affiliated insurance companies. We offer Guaranteed Asset Protection (“GAP”) coverage as a waiver product or insurance. We also offer optional membership plans from an unaffiliated company.

OUR SEGMENT

At December 31, 2025, Consumer and Insurance (“C&I”) is our only reportable segment, which includes consumer loans, credit cards, and optional products. At December 31, 2025, we had $26.3 billion of managed receivables due from approximately 3.8 million customer accounts, compared to $24.7 billion of managed receivables due from approximately 3.4 million customer accounts at December 31, 2024.

The remaining components (which we refer to as “Other”) consist of our liquidating SpringCastle Portfolio servicing activity and our non-originating legacy operations, which primarily include our liquidating real estate loans held for sale and reported in Other assets in our consolidated balance sheets. See Note 18 of the Notes to the Consolidated Financial Statements included in Part II - Item 8 in this report for more information about our segment.

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HOW WE ASSESS OUR BUSINESS PERFORMANCE

We closely monitor the primary drivers of pretax operating income, which consist of the following:

Interest Income

We track interest income, including certain fees earned on our finance receivables, and continually monitor the components that impact our yield. We include any late charges on loans that we have collected from customer payments in interest income.

Interest Expense

We track the interest expense incurred on our debt to monitor the components of our cost of funds. We expect interest expense to fluctuate based on changes in the secured versus unsecured mix of our debt, time to maturity, interest rates, and utilization of revolving conduit facilities, credit card revolving variable funding note (“VFN”) facilities, and the unsecured corporate revolver.

Net Credit Losses

We define net credit losses as gross charge-offs minus recoveries in the portfolio. Additionally, because delinquencies are an early indicator of future net credit losses, we analyze delinquency trends and consider seasonality, to determine whether our loans are performing in line with our original estimates. We also monitor recovery rates because of their contribution to the reduction in the severity of our charge-offs.

Operating Expenses

We assess our operational efficiency using various metrics and conduct extensive analysis to determine whether fluctuations in cost and expense levels indicate operational trends that need to be addressed. Our operating expense analysis also includes a review of origination and servicing costs to assist us in managing overall profitability.

Finance Receivables Originations and Purchase Volume

Because volume and portfolio size determine the magnitude of the impact of each of the above factors on our earnings, we also closely monitor originations, purchase volume, and annual percentage rate.

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Recent Developments and Outlook

RECENT DEVELOPMENTS

Issuances and Redemptions of Unsecured Debt

On March 13, 2025, OMFC issued a total of $600 million aggregate principal amount of 6.750% Senior Notes due 2032.

On June 11, 2025, OMFC issued a total of $800 million aggregate principal amount of 7.125% Senior Notes due 2032.

On June 27, 2025, OMFC paid a net aggregate amount of $822 million, inclusive of accrued interest and premium, to complete a partial redemption of its 7.125% Senior Notes due 2026.

On August 12, 2025, OMFC issued a total of $750 million aggregate principal amount of 6.125% Senior Notes due 2030.

On August 28, 2025, OMFC paid a net aggregate amount of $719 million, inclusive of accrued interest and premium, to complete the redemption of its 9.000% Senior Notes due 2029.

On September 17, 2025, OMFC issued a total of $800 million aggregate principal amount of 6.500% Senior Notes due 2033.

On December 18, 2025, OMFC issued a total of $1.0 billion aggregate principal amount of 6.750% Senior Notes due 2033.

On December 16, 2025, OMFC issued a notice of full redemption of the remaining 7.125% Senior Notes due 2026. On January 15, 2026, OMFC paid a net aggregate amount of $436 million, inclusive of accrued interest and premium, to complete the full redemption.

For information about the issuances and redemptions of our unsecured debt, see “Liquidity and Capital Resources” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Securitization Transactions Completed - ODART 2025-1 and OMFIT 2025-1

For information regarding the issuances of our secured debt, see “Liquidity and Capital Resources” under Management’s

Discussion and Analysis of Financial Condition and Results of Operations in this report.

Election of Members to the OMH Board of Directors

On March 17, 2025, Andrew D. Macdonald was elected to the OMH Board of Directors.

On June 10, 2025, Christopher A. Halmy was elected to the OMH Board of Directors.

Cash Dividends to OMH’s Common Stockholders

For information regarding the quarterly dividends declared by OMH, see “Liquidity and Capital Resources” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Stock Repurchase Program

On October 23, 2025, the Board authorized a stock repurchase program that replaces and supersedes our previous share repurchase program, which allows us to repurchase up to $1.0 billion of OMH’s outstanding common stock, excluding fees, commissions, excise taxes, and other expenses related to the repurchases. The authorization expires on December 31, 2028.

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OUTLOOK

We actively monitor the current macroeconomic environment and remain prepared for any developments that may impact our business. Our financial condition and results of operations could be affected by macroeconomic conditions, including changes in unemployment, inflation, interest rates, consumer confidence, and geopolitical actions. We incorporate updates to our macroeconomic assumptions, as necessary, which could lead to adjustments in our allowance for finance receivable losses, allowance ratio, and provision for finance receivable losses.

Our experienced management team remains focused on maintaining a strong balance sheet with a long liquidity runway and adequate capital while maintaining a conservative and disciplined underwriting model. We believe we are well positioned to serve our customers and execute on our strategic priorities, including:

•striving to be the lender of choice for nonprime consumers and improve their financial well-being;

•continuing to expand our product offerings and grow our receivables;

•maintaining a rigorous focus on maximizing returns while minimizing credit risk;

•leveraging our scale and cost discipline across the Company to deliver improved operating leverage; and

•maintaining a strong liquidity level with diversified funding sources.

We believe our commitment to closely monitor the macroeconomic environment, retain disciplined underwriting, drive strategic growth initiatives, and attract and retain top talent strengthens our ability to navigate challenges and seize opportunities. With a robust balance sheet and a focus on our key initiatives, we are confident in our ability to increase shareholder value and remain resilient and adaptable to navigate an ever-evolving economic, social, political, and regulatory landscape.

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Results of Operations

The results of OMFC are consolidated into the results of OMH. Due to the nominal differences between OMFC and OMH, content throughout this section relates only to OMH. See Note 1 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information.

OMH’S CONSOLIDATED RESULTS

The following table below presents OMH’s consolidated operating results and selected financial statistics. A further discussion of OMH’s operating results for our operating segment is provided under “Segment Results” below.


(dollars in millions, except per share amounts)

At or for the Years Ended December 31,	2025			2024			2023

Interest income	$	5,455		$	4,993		$	4,564
Interest expense	1,272			1,185			1,019
Provision for finance receivable losses	1,997			2,040			1,721
Net interest income after provision for finance receivable losses	2,186			1,768			1,824

Other revenues	720			695			735
Other expenses	1,905			1,796			1,719
Income before income taxes	1,001			667			840
Income taxes	218			158			199
Net income	$	783		$	509		$	641



Share Data:



Earnings per share:

Diluted	$	6.56		$	4.24		$	5.32

Selected Financial Statistics (a)
Total finance receivables:
Net finance receivables	$	24,833		$	23,554		$	21,349
Average net receivables	$	23,996		$	22,395		$	20,527

Gross charge-off ratio (b)	9.12		%	9.49		%	8.74		%
Recovery ratio	(1.47)		%	(1.38)		%	(1.26)		%
Net charge-off ratio (b)	7.65		%	8.12		%	7.48		%

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(dollars in millions, except per share amounts)

At or for the Years Ended December 31,	2025			2024			2023

Selected Financial Statistics, continued (a)
Personal loans:

Net finance receivables	$	21,430		$	20,833		$	20,274

Origination volume	$	13,025		$	12,246		$	12,296
Number of accounts	2,395,371			2,375,138			2,361,026
Number of accounts originated	1,231,821			1,171,271			1,224,362


Auto finance:
Net finance receivables	$	2,467		$	2,078		$	745

Origination volume	$	1,402		$	1,075		$	555
Number of accounts	147,543			126,518			54,032
Number of accounts originated	63,505			53,222			34,451


Consumer loans:
Net finance receivables	$	23,897		$	22,911		$	21,019
Yield	22.61		%	22.23		%	22.20		%
Origination volume	$	14,427		$	13,321		$	12,851
Number of accounts	2,542,914			2,501,656			2,415,058
Number of accounts originated	1,295,326			1,224,493			1,258,813
Net charge-off ratio (b)	7.30		%	7.95		%	7.42		%
30-89 Delinquency ratio	3.35		%	3.23		%	3.28		%
Credit cards:
Net finance receivables	$	936		$	643		$	330



Purchase volume	$	1,219		$	892		$	442
Number of open accounts	1,080,926			782,932			430,784



Debt balances:
Long-term debt balance	$	22,694		$	21,438		$	19,813
Average daily debt balance	$	22,013		$	20,748		$	19,047

(a) See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.

(b) The calculations for the year ended December 31, 2024 have been adjusted for policy alignment associated with the Foursight Acquisition. For more information on the Foursight Acquisition, see Note 4 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report.

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Comparison of Consolidated Results for Twelve Months Ended December 31, 2025 and 2024

Interest income increased $462 million or 9% in 2025 when compared to 2024 due to growth in average net receivables and an increase in yield.

Interest expense increased $87 million or 7% in 2025 when compared to 2024 due to an increase in average debt to support our receivables growth.

Provision for finance receivable losses decreased $43 million or 2% in 2025 when compared to 2024 reflecting the impact of the Foursight Acquisition in the second quarter of 2024 and lower net charge-offs, offset by growth in receivables.

Other revenues increased $25 million or 4% in 2025 when compared to 2024 due to an increase in sales of finance receivables and an increase in credit card revenue from growth in new accounts, offset by an increase in losses on repurchases and repayments of debt and a decrease in investment revenue due to declining interest rates and lower average corporate cash balances.

Other expenses increased $109 million or 6% in 2025 when compared to 2024, driven by an increase in general operating expenses and salaries and benefits expense due to growth in our receivables and our strategic investments in the business. The increase was offset by lower restructuring charges in the current period.

Income taxes increased $60 million or 39% in 2025 when compared to 2024 due to higher pretax income.

See Note 14 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in this report for further information on effective tax rates.

Comparison of Consolidated Results for 2024 and 2023

For a comparison of OMH’s operating results for the years ended 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations” in Part II - Item 7 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025.

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NON-GAAP FINANCIAL MEASURES

Management uses C&I adjusted pretax income (loss), a non-GAAP financial measure, as a key performance measure of our segment. C&I adjusted pretax income (loss) represents income (loss) before income taxes on a Segment Accounting Basis and excludes net gain or loss resulting from repurchases and repayments of debt, restructuring charges, acquisition-related transaction and integration expenses, regulatory settlements, and other items and strategic activities. Management believes C&I adjusted pretax income (loss) is useful in assessing the profitability of our segment.

Management also uses pretax capital generation, a non-GAAP financial measure, as a key performance measure of our segment. This measure represents C&I adjusted pretax income as discussed above and excludes the change in our C&I allowance for finance receivable losses in the period while still considering the C&I net charge-offs incurred during the period. Management believes that pretax capital generation is useful in assessing the capital created in the period impacting the overall capital adequacy of the Company. Management believes that the Company’s reserves, combined with its equity, represent the Company’s loss absorption capacity.

Management utilizes both C&I adjusted pretax income (loss) and pretax capital generation in evaluating our performance. Additionally, both of these non-GAAP measures are consistent with the performance goals established in OMH’s executive compensation program. C&I adjusted pretax income (loss) and pretax capital generation are non-GAAP financial measures and should be considered supplemental to, but not as a substitute for or superior to, income (loss) before income taxes, net income, or other measures of financial performance prepared in accordance with GAAP.

OMH’s reconciliations of income before income tax expense on a Segment Accounting Basis to C&I adjusted pretax income (non-GAAP) and pretax capital generation (non-GAAP) were as follows:


(dollars in millions)

Years Ended December 31,	2025		2024		2023

Consumer and Insurance
Income before income taxes - Segment Accounting Basis	$	988	$	707	$	845
Adjustments:
Net loss on repurchases and repayments of debt	65		33		—
Restructuring charges	4		29		—

Acquisition-related transaction and integration expenses	1		9		—
Regulatory settlements	—		—		26
Other	2		4		3
Adjusted pretax income (non-GAAP)	1,060		782		874

Provision for finance receivable losses	1,999		1,981		1,721
Net charge-offs	(1,841)		(1,849)		(1,536)
Pretax capital generation (non-GAAP)	$	1,218	$	914	$	1,059

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Segment Results

See Note 18 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for a description of our segment and methodologies used to allocate revenues and expenses to our C&I segment and for reconciliations of segment total to consolidated financial statement amounts.

CONSUMER AND INSURANCE

The following table below presents OMH’s adjusted pretax income and selected financial statistics for C&I on an adjusted Segment Accounting Basis.


(dollars in millions)

At or for the Years Ended December 31,	2025			2024			2023

Interest income	$	5,432		$	4,965		$	4,559
Interest expense	1,270			1,181			1,015
Provision for finance receivable losses	1,999			1,981			1,721
Net interest income after provision for finance receivable losses	2,163			1,803			1,823
Other revenues	782			722			727
Other expenses	1,885			1,743			1,676
Adjusted pretax income (non-GAAP)	$	1,060		$	782		$	874


Selected Financial Statistics (a)
Total finance receivables:
Net finance receivables	$	24,853		$	23,598		$	21,349

Average net receivables	$	24,028		$	22,440		$	20,528

Gross charge-off ratio (b)	9.13		%	9.49		%	8.74		%
Recovery ratio	(1.47)		%	(1.37)		%	(1.26)		%
Net charge-off ratio (b)	7.66		%	8.11		%	7.48		%

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(dollars in millions)

At or for the Years Ended December 31,	2025			2024			2023

Selected Financial Statistics, continued (a)
Personal loans:
Net finance receivables	$	21,430		$	20,833		$	20,274

Origination volume	$	13,025		$	12,246		$	12,296
Number of accounts	2,395,371			2,375,138			2,361,026
Number of accounts originated	1,231,821			1,171,271			1,224,362


Auto finance:
Net finance receivables	$	2,487		$	2,122		$	745

Origination volume	$	1,402		$	1,075		$	555
Number of accounts	147,543			126,518			54,032
Number of accounts originated	63,505			53,222			34,451


Consumer loans:
Net finance receivables	$	23,917		$	22,955		$	21,019
Yield	22.50		%	22.07		%	22.20		%
Origination volume	$	14,427		$	13,321		$	12,851
Number of accounts	2,542,914			2,501,656			2,415,058
Number of accounts originated	1,295,326			1,224,493			1,258,813
Net charge-off ratio (b)	7.31		%	7.94		%	7.42		%
30-89 Delinquency ratio	3.36		%	3.24		%	3.28		%
Credit cards:
Net finance receivables	$	936		$	643		$	330



Purchase volume	$	1,219		$	892		$	442
Number of open accounts	1,080,926			782,932			430,784

(a) See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.

(b) The calculations for the year ended December 31, 2024 have been adjusted for policy alignment associated with the Foursight Acquisition.

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Comparison of Adjusted Pretax Income for Twelve Months Ended December 31, 2025 and 2024

Interest income increased $467 million or 9% in 2025 when compared to 2024 due to growth in average net receivables and an increase in yield.

Interest expense increased $89 million or 8% in 2025 when compared to 2024 due to an increase in average debt to support our receivables growth.

Provision for finance receivable losses increased $18 million or 1% in 2025 when compared to 2024 due to growth in receivables, offset by lower net charge-offs.

Other revenues increased $60 million or 8% in 2025 when compared to 2024 due to an increase in sales of finance receivables and an increase in credit card revenue from growth in new accounts, offset by a decrease in investment revenue due to declining interest rates and lower average corporate cash balances.

Other expenses increased $142 million or 8% in 2025 when compared to 2024 driven by increases in salaries and benefits expense and general operating expenses due to growth in receivables and our strategic investments in the business.

Comparison of Adjusted Pretax Income for 2024 and 2023

For a comparison of OMH’s adjusted pretax income for C&I for the years ended 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Segment Results” in Part II - Item 7 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025.

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Credit Quality

FINANCE RECEIVABLES

Our net finance receivables, consisting of consumer loans and credit cards, were $24.8 billion at December 31, 2025 and $23.6 billion at December 31, 2024. We consider the delinquency status of our finance receivables as our key credit quality indicator. We monitor the delinquency of our finance receivable portfolio, including the migration between the delinquency buckets and changes in the delinquency trends to manage our exposure to credit risk in the portfolio. Our branch and central operation team members work closely with customers as necessary and offer a variety of borrower assistance programs to help support our customers.

DELINQUENCY

We monitor delinquency trends to evaluate the risk of future credit losses and employ advanced analytical tools to manage performance. Team members are actively engaged in collection activities throughout the early stages of delinquency. We closely track and report the percentage of receivables that are contractually 30-89 days past due as a benchmark of portfolio quality, collections effectiveness, and as a strong indicator of losses in coming quarters.

When consumer loans are contractually 60 days past due, we consider these accounts to be at an increased risk for loss and move collection of these accounts to our central collection operations. Use of our central operations teams for managing late-stage delinquency allows us to apply more advanced collection techniques and tools to drive credit performance and operational efficiencies.

We consider our consumer loans to be nonperforming at 90 days contractually past due, at which point we stop accruing finance charges and reverse finance charges previously accrued. For credit cards, we accrue finance charges and fees until charge-off at 180 days contractually past due, at which point we reverse finance charges and fees previously accrued.

The delinquency information for net finance receivables on a Segment Accounting Basis was as follows:


	Consumer and Insurance
(dollars in millions)	Consumer Loans			Credit Cards
December 31, 2025
Current	$	22,518		$	820



30-89 days past due	803			50
90+ days past due	596			66
Total net finance receivables	$	23,917		$	936

Delinquency ratio
30-89 days past due	3.36		%	5.38		%
30+ days past due	5.85		%	12.43		%

90+ days past due	2.49		%	7.05		%

December 31, 2024
Current	$	21,633		$	558


30-89 days past due	743			37


90+ days past due	579			48
Total net finance receivables	$	22,955		$	643

Delinquency ratio
30-89 days past due	3.24		%	5.78		%
30+ days past due	5.76		%	13.26		%

90+ days past due	2.52		%	7.47		%

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ALLOWANCE FOR FINANCE RECEIVABLE LOSSES

We estimate and record an allowance for finance receivable losses to cover the expected lifetime credit losses on our finance receivables. Our allowance for finance receivable losses may fluctuate based upon changes in portfolio growth, credit quality, and economic conditions.

Our methodology to estimate expected credit losses uses recent macroeconomic forecasts, which include forecasts for unemployment. We leverage projections from various industry leading providers. We also consider inflationary pressures, consumer confidence levels, and elevated interest rates that may continue to impact the economic outlook. At December 31, 2025, our economic forecast used a reasonable and supportable period of 12 months. We may experience further changes to the macroeconomic assumptions within our forecast, as well as changes to our loan loss performance outlook, both of which could lead to further changes in our allowance for finance receivable losses, allowance ratio, and provision for finance receivable losses.

Changes in our allowance for finance receivable losses were as follows:


(dollars in millions)	Consumer and Insurance						Segment to GAAP Adjustment		Consolidated Total
	Consumer Loans			Credit Cards

















Year Ended December 31, 2025
Balance at beginning of period	$	2,572		$	138		$	(5)	$	2,705
Provision for finance receivable losses	1,788			211			(2)		1,997
Charge-offs	(2,043)			(151)			4		(2,190)
Recoveries	342			11			—		353

Balance at end of period	$	2,659		$	209		$	(3)	$	2,865

Net finance receivables	$	23,917		$	936		$	(20)	$	24,833
Allowance ratio	11.12		%	22.34		%	N/A		11.54		%

Year Ended December 31, 2024
Balance at beginning of period	$	2,415		$	65		$	—	$	2,480
Provision for finance receivable losses	1,832			149			59		2,040
Charge-offs	(2,080)			(78)			3		(2,155)
Recoveries	307			2			—		309
Other (a)	98			—			(67)		31
Balance at end of period	$	2,572		$	138		$	(5)	$	2,705

Net finance receivables	$	22,955		$	643		$	(44)	$	23,554
Allowance ratio	11.20		%	21.44		%	N/A		11.48		%

Year Ended December 31, 2023
Balance at beginning of period	$	2,294		$	21		$	(4)	$	2,311
Impact of adoption of ASU 2022-02 (b)	(20)			—			4		(16)
Provision for finance receivable losses	1,651			70			—		1,721
Charge-offs	(1,768)			(27)			—		(1,795)
Recoveries	258			1			—		259

Balance at end of period	$	2,415		$	65		$	—	$	2,480

Net finance receivables	$	21,019		$	330		$	—	$	21,349
Allowance ratio	11.49		%	19.61		%	N/A		11.62		%

(a) Represents allowance for finance receivable losses recognized on loans acquired in the Foursight Acquisition.

(b) As a result of the adoption of ASU 2022-02, Financial Instruments - Credit Losses, we recorded a one-time adjustment to the allowance for finance receivable losses.

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The current delinquency status of our finance receivable portfolio, inclusive of recent borrower performance and loss performance, volume of our modified finance receivable activity, level and recoverability of collateral securing our finance receivable portfolio, portfolio mix, and the reasonable and supportable forecast of economic conditions are the primary drivers that can cause fluctuations in our allowance ratio from period to period. We monitor the allowance ratio to ensure we have a sufficient level of allowance for finance receivable losses based on the estimated lifetime expected credit losses in our finance receivable portfolio. The allowance for finance receivable losses as a percentage of net finance receivables remained consistent compared to the prior year period. See Note 6 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for more information about the changes in the allowance for finance receivable losses.

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Liquidity and Capital Resources

SOURCES AND USES OF FUNDS

We finance the majority of our operating liquidity and capital needs through a combination of cash flows from operations, secured debt, unsecured debt, borrowings from revolving conduit facilities, credit card revolving VFN facilities, the unsecured corporate revolver, whole loan sales, and equity. We may also utilize other sources in the future. As a holding company, all of the funds generated from our operations are earned by our operating subsidiaries. Our operating subsidiaries’ primary cash needs relate to funding our lending activities, our debt service obligations, our operating expenses, payment of insurance claims, and supporting strategic initiatives.

We have previously purchased portions of our unsecured indebtedness, and we may elect to purchase additional portions of our unsecured indebtedness or securitized borrowings in the future. Future purchases may be made through the open market, privately negotiated transactions with third parties, or pursuant to one or more tender or exchange offers, all of which are subject to terms, prices, and consideration we may determine at our discretion.

During the year ended December 31, 2025, OMH generated net income of $783 million. OMH’s net cash outflow from operating and investing activities totaled $29 million for the year ended December 31, 2025. At December 31, 2025, our scheduled principal and interest payments for 2026 on our existing unsecured debt totaled $1.1 billion. As of December 31, 2025, we had $11.8 billion of unencumbered receivables.

Based on our estimates and considering the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our businesses and repay our obligations as they become due.

OMFC’s Issuances, Redemptions, and Repurchases of Unsecured Debt

On March 13, 2025, OMFC issued a total of $600 million aggregate principal amount of 6.750% Senior Notes due 2032 under the Base Indenture, as supplemented by the Twentieth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On June 11, 2025, OMFC issued a total of $800 million aggregate principal amount of 7.125% Senior Notes due 2032 under the Base Indenture, as supplemented by the Twenty-First Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On June 27, 2025, OMFC paid a net aggregate amount of $822 million, inclusive of accrued interest and premium, to complete a partial redemption of its 7.125% Senior Notes due 2026.

On August 12, 2025, OMFC issued a total of $750 million aggregate principal amount of 6.125% Senior Notes due 2030 under the Base Indenture, as supplemented by the Twenty-Second Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On August 28, 2025, OMFC paid a net aggregate amount of $719 million, inclusive of accrued interest and premium, to complete the redemption of its 9.000% Senior Notes due 2029.

On September 17, 2025, OMFC issued a total of $800 million aggregate principal amount of 6.500% Senior Notes due 2033 under the Base Indenture, as supplemented by the Twenty-Third Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On December 18, 2025, OMFC issued a total of $1.0 billion aggregate principal amount of 6.750% Senior Notes due 2033 under the Base Indenture, as supplemented by the Twenty-Fourth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

From time to time we may purchase portions of our unsecured indebtedness through the open market. During the year ended

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December 31, 2025, we repurchased $280 million of our unsecured notes.

OMFC’s Unsecured Corporate Revolver

At December 31, 2025, the borrowing capacity of our corporate revolver was $1.1 billion.

Securitizations, Revolving Conduit Facilities, and Credit Card Revolving VFN Facilities

During the year ended December 31, 2025, we completed two new consumer loan securitizations (ODART 2025-1 and OMFIT 2025-1, see “Securitized Borrowings” below) and redeemed three consumer loan securitizations (OMFIT 2018-2, FCRT 2021-2, and FCRT 2022-1). During the year ended December 31, 2025, we entered into one new revolving conduit facility and terminated one revolving conduit facility. At December 31, 2025, the borrowing capacity of our revolving conduit facilities was $6.0 billion. At December 31, 2025, we had $12.7 billion of consumer loan gross finance receivables pledged as collateral for our securitizations, revolving conduit facilities, and private secured term funding facility.

During the year ended December 31, 2025, we entered into no new credit card revolving VFN facilities. On January 18, 2025, the borrowing capacity of OneMain Financial Credit Card Trust – Series 2024-VFN2 increased to $250 million. At December 31, 2025, the borrowing capacity of our credit card revolving VFN facilities was $400 million. At December 31, 2025, we had $590 million of credit card principal balances held in OneMain Financial Credit Card Trust (“OMFCT”) for our credit card revolving VFN facilities.

Private Secured Term Funding

At December 31, 2025, the maximum borrowing capacity of $350 million was outstanding under the remaining private secured term funding facility. Principal payments on any outstanding balances are not required until after October 2027 followed by a subsequent amortization period, which upon expiration the outstanding principal is due and payable.

See Notes 9 and 10 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on our long-term debt, securitization transactions, private secured term funding facility, revolving conduit facilities, and credit card revolving VFN facilities.

Credit Ratings

Our credit ratings impact our ability to access capital markets and our borrowing costs. Rating agencies base their ratings on numerous factors, including liquidity, capital adequacy, asset quality, quality of earnings, and the probability of systemic support. Significant changes in these factors could result in different ratings.

The table below outlines OMFC’s long-term corporate debt ratings and outlook by rating agencies:

As of December 31, 2025

Rating

Outlook

S&P

Stable

Moody’s

Ba2

Stable

KBRA

BB+

Stable

Currently, no other entity has a corporate debt rating, though they may be rated in the future.

Stock Repurchased

During the year ended December 31, 2025, OMH repurchased 2,528,390 shares of its common stock through its stock repurchase program for an aggregate total of $141 million, including commissions, fees and excise taxes. As of December 31, 2025, OMH held a total of 18,514,904 shares of treasury stock. To provide funding for the OMH stock repurchases, the OMFC Board of Directors authorized dividend payments in the amount of $120 million.

For additional information regarding the shares repurchased, see Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of Part II included in this report.

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Cash Dividend to OMH’s Common Stockholders

As of December 31, 2025, the dividend declarations for the current year by the Board were as follows:


Declaration Date	Record Date	Payment Date	Dividend Per Share		Amount Paid
						(in millions)
January 31, 2025	February 12, 2025	February 20, 2025	$	1.04		$	124
April 29, 2025	May 9, 2025	May 16, 2025	1.04			124
July 25, 2025	August 4, 2025	August 13, 2025	1.04			124
October 31, 2025	November 10, 2025	November 14, 2025	1.05			123
Total			$	4.17		$	495

To provide funding for the dividend, OMFC paid dividends of $491 million to OMH during the year ended December 31, 2025.

On February 5, 2026, OMH declared a dividend of $1.05 per share payable on February 23, 2026 to record holders of OMH’s common stock as of the close of business on February 17, 2026. To provide funding for the OMH dividend, the OMFC Board of Directors authorized a dividend in the amount of up to $125 million payable on or after February 18, 2026.

While OMH intends to pay its minimum quarterly dividend, currently $1.05 per share, for the foreseeable future, all subsequent dividends will be reviewed and declared at the discretion of the Board and will depend on many factors, including our financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends, and other considerations that the Board deems relevant. OMH’s dividend payments may change from time to time, and the Board may choose not to continue to declare dividends in the future. See our “Dividend Policy” in Part II - Item 5 in this report for further information.

Whole Loan Sale Transactions

We have whole loan sale flow agreements with third parties. The Company is committed to sell a remaining total of $2.4 billion gross receivables of newly originated unsecured personal loans along with any associated accrued interest with a current term of less than three years.

During the year ended December 31, 2025, we sold a total of $1.0 billion of gross finance receivables compared to $542 million during year ended December 31, 2024. See Note 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on the whole loan sale transactions.

LIQUIDITY

OMH’s Operating Activities

Net cash provided by operations of $3.1 billion for the year ended December 31, 2025 reflected net income of $783 million, the impact of non-cash items including provision for finance receivable losses of $2.0 billion, and an unfavorable change in working capital of $13 million. Net cash provided by operations of $2.7 billion for the year ended December 31, 2024 reflected net income of $509 million, the impact of non-cash items including provision for finance receivable losses of $2.0 billion, and an unfavorable change in working capital of $125 million. Net cash provided by operations of $2.5 billion for the year ended December 31, 2023 reflected net income of $641 million, the impact of non-cash items including provision for finance receivable losses of $1.7 billion, and an unfavorable change in working capital of $44 million.

OMH’s Investing Activities

Net cash used for investing activities of $3.2 billion for the year ended December 31, 2025 was due to net principal originations and purchases of finance receivables and purchases of available-for-sale securities, offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale securities. Net cash used for investing activities of $3.3 billion for the year ended December 31, 2024 was due to net principal originations and purchases of finance receivables, purchases of available-for-sale and other securities, and the Foursight Acquisition, offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale and other securities. Net cash used for investing activities of $2.9 billion for the year ended December 31, 2023 was due to net principal originations and purchases of finance receivables and purchases of

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available-for-sale and other securities, offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale and other securities.

OMH’s Financing Activities

Net cash provided by financing activities of $500 million and $161 million for the year ended December 31, 2025 and 2024, respectively, was due to the issuances and borrowings of long-term debt, offset by repayments and repurchases of long-term debt, cash dividends paid, and common stock repurchased. Net cash provided by financing activities of $932 million for the year ended December 31, 2023 was due to issuances and borrowings of long-term debt, offset by repayments and repurchases of long-term debt and cash dividends paid.

OMH’s Cash and Investments

At December 31, 2025, we had $914 million of cash and cash equivalents, which included $176 million of cash and cash equivalents held at our regulated insurance subsidiaries or for other operating activities that is unavailable for general corporate purposes.

At December 31, 2025, we had $1.6 billion of investment securities, which are all held as part of our insurance operations and are unavailable for general corporate purposes.

Liquidity Risks and Strategies

OMFC’s credit ratings are non-investment grade, which has a significant impact on our cost and access to capital. This, in turn, can negatively affect our ability to manage our liquidity and our ability or cost to refinance our indebtedness.

There are numerous risks to our financial results, liquidity, capital raising, and debt refinancing plans, some of which may not be quantified in our current liquidity forecasts. These risks include, but are not limited to, the following:

•our inability to grow or maintain our consumer loan and credit card portfolios with adequate profitability;

•the effect of federal, state and local laws, regulations, or regulatory policies and practices;

•effects of ratings downgrades on our secured or unsecured debt;

•potential liability relating to real estate and consumer loans which we have sold or may sell in the future, or relating to securitized loans; and

•the potential for disruptions in the debt and equity markets.

The principal factors that could decrease our liquidity are customer delinquencies and defaults, a decline in customer prepayments, rising interest rates, or a prolonged inability to adequately access capital market funding. We intend to support our liquidity position by utilizing some or all of the following strategies:

•maintaining disciplined underwriting standards and pricing for loans we originate or purchase and managing purchases of finance receivables;

•pursuing additional debt financings (including new secured and unsecured debt issuances, debt refinancing transactions, unsecured corporate revolvers, revolving conduit facilities, and credit card revolving VFN facilities), or a combination of the foregoing;

•purchasing portions of our outstanding indebtedness through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine; and

•obtaining new and extending existing revolving facilities to provide committed liquidity in case of prolonged market fluctuations.

However, it is possible that the actual outcome of one or more of our plans could be materially different than expected or that one or more of our significant judgments or estimates could prove to be materially incorrect.

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OUR INSURANCE SUBSIDIARIES

Our insurance subsidiaries are subject to state regulations that limit their ability to pay dividends. See Note 11 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on these state restrictions and the dividends paid by our insurance subsidiaries from 2023 to 2025.

OUR DEBT AGREEMENTS

The debt agreements which OMFC and its subsidiaries are a party to include customary terms and conditions, including covenants and representations and warranties. See Note 9 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for more information on the restrictive covenants under OMFC’s debt agreements, as well as the guarantees of OMFC’s long-term debt.

Securitized Borrowings

We execute private securitizations under Rule 144A of the Securities Act of 1933, as amended. As of December 31, 2025, our structured financings consisted of the following:


(dollars in millions)	Issue Amount (a)		Initial Collateral Balance		Current Note Amounts Outstanding (a)		Current Collateral Balance (b)		Current Weighted Average Interest Rate		Original Revolving Period



OMFIT 2019-2	$	900	$	947	$	900	$	995	3.30	%	7 years
OMFIT 2019-A	789		892		750		892		3.78	%	7 years
OMFIT 2020-2	1,000		1,053		828		836		2.09	%	5 years
OMFIT 2021-1	850		904		850		904		2.50	%	5 years
OMFIT 2022-S1	600		652		365		393		4.42	%	3 years
OMFIT 2022-2	1,000		1,099		376		485		5.64	%	2 years
OMFIT 2022-3	979		1,090		273		579		6.12	%	2 years
OMFIT 2023-1	825		920		825		920		5.82	%	5 years
OMFIT 2023-2	1,400		1,566		1,400		1,566		6.00	%	3 years
OMFIT 2024-1	1,100		1,222		1,100		1,222		5.99	%	7 years
OMFIT 2025-1	1,000		1,124		1,000		1,124		4.97	%	3 years
ODART 2019-1	737		750		189		216		4.22	%	5 years
ODART 2021-1	1,000		1,053		212		221		1.36	%	2 years
ODART 2022-1	600		632		216		221		5.19	%	2 years
ODART 2023-1	750		792		750		792		5.63	%	3 years
ODART 2025-1	900		926		900		926		5.48	%	5 years


FCRT 2022-2	215		233		23		43		6.80	%	N/A
FCRT 2023-1	182		199		39		56		6.39	%	N/A
FCRT 2023-2	200		208		68		72		6.80	%	N/A
FCRT 2024-1	210		214		86		90		6.46	%	N/A
Total securitizations	$	15,237	$	16,476	$	11,150	$	12,553

(a) Issue Amount includes the retained interest amounts as applicable and the Current Note Amounts Outstanding balances reflect pay-downs subsequent to note issuance and exclude retained interest amounts.

(b) Inclusive of in-process replenishments of collateral for securitized borrowings in a revolving status as of December 31, 2025.

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Revolving Conduit Facilities

We had access to 17 revolving conduit facilities with a total borrowing capacity of $6.0 billion as of December 31, 2025:


(dollars in millions)	Advance Maximum Balance		Amount Drawn

OneMain Financial Funding VII, LLC	$	600	$	—
OneMain Financial Auto Funding I, LLC	550		—
Hudson River Funding, LLC	500		—
River Thames Funding, LLC	400		—
OneMain Financial Funding X, LLC	400		—
OneMain Financial Funding XII, LLC	400		—
OneMain Financial Funding XIII, LLC	400		—
Mystic River Funding, LLC	350		—
Thayer Brook Funding, LLC	350		1
Columbia River Funding, LLC	350		—
Hubbard River Funding, LLC	350		—
OneMain Financial Funding XI, LLC	325		—
New River Funding Trust	250		—
St. Lawrence River Funding, LLC	250		—
OneMain Foursight Auto I, LLC	175		—
OneMain Foursight Auto II, LLC	175		—
OneMain Foursight Auto III, LLC	175		—
Total	$	6,000	$	1

Credit Card Revolving VFN Facilities

We also had access to two credit card revolving VFN facilities with a total borrowing capacity of $400 million as of December 31, 2025:


(dollars in millions)	Advance Maximum Balance		Amount Drawn

OneMain Financial Credit Card Trust – Series 2024-VFN1	$	150	$	—
OneMain Financial Credit Card Trust – Series 2024-VFN2	250		—
Total	$	400	$	—

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Contractual Obligations

At December 31, 2025, our material contractual obligations were as follows:


(dollars in millions)	2026		2027-2028		2029-2030		2031+		Securitizations		Private Secured Term Funding Facility		Revolving Conduit Facilities		Total

Principal maturities on long-term debt:
Securitization debt (a)	$	—	$	—	$	—	$	—	$	11,150	$	—	$	—	$	11,150
Medium-term notes	424		2,100		3,932		4,700		—		—		—		11,156
Junior subordinated debt	—		—		—		350		—		—		—		350
Private secured term funding facility (a)	—		—		—		—		—		350		—		350
Revolving conduit facilities (a)	—		—		—		—		—		—		1		1
Total principal maturities	424		2,100		3,932		5,050		11,150		350		1		23,007
Interest payments on debt (b)	673		1,296		982		1,307		1,494		33		—		5,785
Total	$	1,097	$	3,396	$	4,914	$	6,357	$	12,644	$	383	$	1	$	28,792

(a) Securitizations, private secured term funding facility, and borrowings under revolving conduit facilities are not included in maturities by period due to their variable monthly payments.

(b) Future interest payments on floating-rate debt are estimated based upon rates in effect at December 31, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

We have no material off-balance sheet arrangements as defined by SEC rules, and we had no material off-balance sheet exposure to losses associated with unconsolidated VIEs at December 31, 2025 or December 31, 2024.

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Critical Accounting Policies and Estimates

We consider the following policies to be our most critical accounting policies because they involve critical accounting estimates and a significant degree of management judgment:

ALLOWANCE FOR FINANCE RECEIVABLE LOSSES - CONSUMER LOANS

We estimate the expected credit losses on our finance receivables over their expected lives based on historical experience, current conditions, and reasonable and supportable forecasts of collectability. No new volume is assumed. Loan renewals are a significant piece of our new volume and are considered a terminal event of the previous loan. For our consumer loans, we have elected not to measure an allowance on accrued finance charges as it is our policy to reverse finance charges previously accrued after four contractual payments become past due.

Our estimate of the allowance for finance receivable losses is primarily based on historical loss experience using a cumulative loss model applied to our consumer loan portfolios. Our gross credit loss expectation is offset by the estimate of future recoveries using historical recovery curves. Our consumer loans are primarily segmented in the loss model by contractual delinquency status. Other attributes in the model include loan modification status, collateral mix, and credit score. To estimate the gross credit losses, the model utilizes a roll rate matrix to project the first 12 months of losses and historical cohort performance to project the expected losses over the remaining term. Our methodology relies on historical loss experience to forecast the corresponding future outcomes. These patterns are then applied to the current portfolio to obtain an estimate of future losses.

Management exercises its judgment when determining the amount of allowance for finance receivable losses. Our judgment is based on quantitative analyses, qualitative factors, such as recent portfolio, industry, and other economic trends, and experience in the consumer finance industry. We may adjust the amounts determined by our model for management’s estimate of the effects of model imprecision, which include but are not limited to, any changes to underwriting criteria and portfolio seasoning.

Forecasting macroeconomic conditions requires significant judgment and involves estimation uncertainty. We consider key economic factors, most notably unemployment rates, to incorporate into our estimate of the allowance for finance receivable losses. Our macroeconomic forecast considers various scenarios of economic projections from industry leading forecast providers and extends over our reasonable and supportable forecast period, after which we revert to historical experience.

Due to the judgment and uncertainty in estimating the expected credit losses, we may experience changes to the macroeconomic assumptions within our forecast, as well as changes to our loan loss performance outlook, both of which could lead to further changes in our allowance for finance receivable losses, allowance ratio, and provision for finance receivable losses.

Macroeconomic Sensitivity

To demonstrate the sensitivity of forecasting macroeconomic conditions, we compared the output of our model using a baseline scenario to that of a downside scenario. As of December 31, 2025, the impact of a ten percentage point increase in weighting towards a downside scenario increased the estimate by approximately $22 million.

The macroeconomic scenarios are highly influenced by the timing, severity, and duration of changes in the underlying economic factors. This makes it difficult to estimate how potential changes in economic factors affect the estimated credit losses. Therefore, this hypothetical analysis is not intended to represent our expectation of changes in our estimate of expected credit losses due to a change in the macroeconomic environment, nor does it consider management’s judgment of other quantitative and qualitative information which could increase or decrease the estimate.


Recent Accounting Pronouncements

See Note 3 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for discussion of recently issued accounting pronouncements.

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Seasonality

Our consumer loan and credit card volume and demand are generally lowest during the first quarter of the year following the holiday season and as a result of tax refunds, and then increases through the end of the year. Delinquencies follow similar trends, being generally lower during the first quarter of the year and rising throughout the remainder of the year. These seasonal trends contribute to fluctuations in our operating results and cash needs throughout the year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market risk refers to the risk to the Company’s operations or financial position resulting from a change in market factors, including interest rates, foreign exchange rates, equity, and commodity prices. The composition of our balance sheet, including largely fixed-rate loans along with the tenor and fixed-rate nature of our debt, considerably mitigates our interest rate risk. Our long liquidity runway and staggered debt maturities further reduce any immediate impacts of changes in market interest rates. For further discussion on the impact of market factors, see “Risk Factors” in Part I - Item 1A. in this report.

Sensitivity Analysis

Using an earnings-based approach to provide a view of how interest rate changes may affect earnings, we estimate net interest income sensitivity to parallel interest rate changes based on current and projected funding levels. To measure the sensitivity of net interest income to interest rate changes, we projected net interest income over the following 12 months, including forecasted business growth, anticipated funding needs, and expected interest rates. We assumed that interest-rate-sensitive assets and liabilities described below were subject to a hypothetical, immediate 100 basis point (“bps”) increase or decrease in interest rates relative to the forecast.

Our exposure to interest rate risk is primarily through our funding activities. Our finance receivables consist of fixed-rate consumer loans and credit cards, and are not viewed to be interest rate sensitive. As such, we have excluded interest income from this analysis. Additionally, the majority of our debt is fixed-rate and therefore not subject to significant interest rate risk. This analysis focuses on our interest-rate-sensitive liabilities, which include variable-rate funding and fixed-rate liabilities maturing and are assumed to be replaced with a market-based rate in the next 12 months. The sensitivity analysis also assumes parallel yield curve shifts, funding needs based on forecasts, and no significant changes in our balance sheet composition or risk strategies.

The following table presents the approximate net interest income impacts forecasted over the next 12 months from an immediate and parallel change in interest rates:


December 31,	2025				2024
(dollars in millions)	+100 bps		-100 bps		+100 bps		-100 bps

Net interest income	$	(35)	$	35	$	(35)	$	35

We did not enter into interest rate-sensitive financial instruments for trading or speculative purposes.

Readers should exercise care in drawing conclusions based on the above analysis. While these changes in net interest income provide a measure of interest rate sensitivity, they do not represent our expectations about the impact of interest rate changes on our financial results. This analysis is based on our corporate forecast and incorporates numerous assumptions and estimates as described above. It also assumes an immediate change in interest rates, without regard to the impact of certain business decisions or initiatives that we would likely undertake to mitigate or eliminate some or all of the adverse effects of the modeled scenarios. Additionally, the analysis does not reflect the potential impacts of macroeconomic changes or variations in the competitive environment.

We have limited exposure to other market risks, including foreign exchange rates, equity prices, and commodity prices. These risks are not considered material to our operations or financial position and are therefore not included in this analysis. Should such exposures become material, we will disclose their potential impacts in future filings.

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Item 8. Financial Statements and Supplementary Data.

An index to our financial statements and supplementary data follows:


Topic		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) (OneMain Holdings, Inc.)		62
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) (OneMain Finance Corporation)		64

Financial Statements of OneMain Holdings, Inc. and Subsidiaries:
Consolidated Balance Sheets		66
Consolidated Statements of Operations		67
Consolidated Statements of Comprehensive Income		68
Consolidated Statements of Shareholders’ Equity		69
Consolidated Statements of Cash Flows		70

Financial Statements of OneMain Finance Corporation and Subsidiaries:

Consolidated Balance Sheets		71
Consolidated Statements of Operations		72
Consolidated Statements of Comprehensive Income		73
Consolidated Statements of Shareholder's Equity		74
Consolidated Statements of Cash Flows		75

Notes to the Consolidated Financial Statements:

Note 1.	Nature of Operations	77

Note 2.	Summary of Significant Accounting Policies	77
Note 3.	Recent Accounting Pronouncements	85
Note 4.	Foursight Acquisition	86
Note 5.	Finance Receivables	87
Note 6 .	Allowance for Finance Receivable Losses	94

Note 7.	Investment Securities	95
Note 8 .	Goodwill and Other Intangible Assets	98

Note 9.	Long-term Debt	99
Note 10.	Variable Interest Entities	101
Note 1 1 .	Insurance	103

Note 12.	Capital Stock and Earnings Per Share (OMH Only)	110
Note 13.	Accumulated Other Comprehensive Income (Loss)	112
Note 14.	Income Taxes	113
Note 15.	Leases and Contingencies	116
Note 16.	Retirement Benefit Plans	118
Note 17.	Share-Based Compensation	123
Note 18.	Segment Information	125
Note 1 9 .	Fair Value Measurements	127

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of OneMain Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of OneMain Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Finance Receivable Losses – Consumer Loans

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s allowance for finance receivable losses for consumer loans was $2,656 million as of December 31, 2025. Management estimates and records an allowance for finance receivable losses to cover the expected credit losses on the Company’s finance receivables. Management estimates the allowance for finance receivable losses primarily based on historical loss experience using a cumulative loss model applied to the Company’s consumer loan portfolios. Management’s methodology to estimate expected credit losses uses recent macroeconomic forecasts, which include forecasts for unemployment. As disclosed by management, forecasting macroeconomic conditions requires significant judgment and involves estimation uncertainty.

The principal considerations for our determination that performing procedures relating to the allowance for finance receivable losses for consumer loans is a critical audit matter are (i) the significant judgment by management when developing the allowance for finance receivable losses for consumer loans; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to the forecasts for unemployment, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the allowance for finance receivable losses for consumer loans, including controls over the development of the forecasts for unemployment. These procedures also included, among others, (i) testing management’s process for developing the allowance for finance receivable losses for consumer loans; (ii) testing the completeness and accuracy of certain data used in the development of the forecasts for unemployment; and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of the methodology used by management to develop the forecasts for unemployment and (b) the reasonableness of the forecasts for unemployment assumption.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

February 6, 2026

We have served as the Company’s auditor since 2002.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of OneMain Finance Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of OneMain Finance Corporation and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of shareholder’s equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Allowance for Finance Receivable Losses – Consumer Loans

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/s/ PricewaterhouseCoopers LLP

Dallas, Texas

February 6, 2026

We have served as the Company’s auditor since 2002.

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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets


(dollars in millions, except par value amount)
December 31,	2025		2024


Assets
Cash and cash equivalents	$	914	$	458
Investment securities (includes available-for-sale securities with a fair value and an amortized cost basis of $1.5 billion and $1.6 billion in 2025, respectively, and $1.5 billion and $1.6 billion in 2024, respectively)	1,590		1,607
Net finance receivables (includes loans of consolidated VIEs of $13.4 billion in 2025 and $14.0 billion in 2024)	24,833		23,554
Unearned insurance premium and claim reserves	(791)		(766)
Allowance for finance receivable losses (includes allowance of consolidated VIEs of $1.6 billion in 2025 and $1.6 billion in 2024)	(2,865)		(2,705)
Net finance receivables, less unearned insurance premium and claim reserves and allowance for finance receivable losses	21,177		20,083

Restricted cash and restricted cash equivalents (includes restricted cash and restricted cash equivalents of consolidated VIEs of $690 million in 2025 and $662 million in 2024)	699		684
Goodwill	1,474		1,474
Other intangible assets	282		286

Other assets	1,252		1,318
Total assets	$	27,388	$	25,910

Liabilities and Shareholders’ Equity
Long-term debt (includes debt of consolidated VIEs of $11.5 billion in 2025 and $12.4 billion in 2024)	$	22,694	$	21,438
Insurance claims and policyholder liabilities	576		575
Deferred and accrued taxes	35		20
Other liabilities (includes other liabilities of consolidated VIEs of $30 million in 2025 and $31 million in 2024)	682		686
Total liabilities	23,987		22,719
Contingencies (Note 15)

Shareholders’ equity:
Common stock, par value $0.01 per share; 2,000,000,000 shares authorized, 117,196,792 and 119,360,509 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively	1		1
Additional paid-in capital	1,757		1,734
Accumulated other comprehensive loss	(41)		(81)
Retained earnings	2,579		2,296
Treasury stock, at cost; 18,514,904 and 16,060,384 shares at December 31, 2025 and December 31, 2024, respectively	(895)		(759)
Total shareholders’ equity	3,401		3,191
Total liabilities and shareholders’ equity	$	27,388	$	25,910

See Notes to the Consolidated Financial Statements.

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ONEMAIN HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations


(dollars in millions, except per share amounts)

Years Ended December 31,	2025		2024		2023

Interest income	$	5,455	$	4,993	$	4,564

Interest expense	1,272		1,185		1,019

Net interest income	4,183		3,808		3,545

Provision for finance receivable losses	1,997		2,040		1,721

Net interest income after provision for finance receivable losses	2,186		1,768		1,824

Other revenues:
Insurance	445		445		448
Investment	98		108		116
Gain on sales of finance receivables	64		23		52
Net loss on repurchases and repayments of debt	(67)		(34)		—

Other	180		153		119
Total other revenues	720		695		735

Other expenses:
Salaries and benefits	923		879		855
Other operating expenses	784		728		675
Insurance policy benefits and claims	198		189		189
Total other expenses	1,905		1,796		1,719

Income before income taxes	1,001		667		840

Income taxes	218		158		199

Net income	$	783	$	509	$	641

Share Data:
Weighted average number of shares outstanding:
Basic	118,664,220		119,659,278		120,382,227
Diluted	119,268,556		120,119,983		120,629,590
Earnings per share:
Basic	$	6.59	$	4.26	$	5.33
Diluted	$	6.56

OneMain Holdings, Inc. 10-K