OneMain Holdings Enters Material Agreement, Incurs Financial Obligation

TL;DR

OMN just signed a big deal and took on new debt.

AI Summary

On December 18, 2025, OneMain Holdings, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits.

Why It Matters

This filing signals a significant financial transaction or commitment by OneMain Holdings, Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its financial commitments.

Key Players & Entities

• OneMain Holdings, Inc. (company) — Registrant
• December 18, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 601 N.W. Second Street, Evansville, IN 47708 (address) — Principal executive offices
• Springleaf Holdings, Inc. (company) — Former company name
• Springleaf Holdings, LLC (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share OMF New York Stock Exchan
• $1.0 billion — nc. ("OMH," "we," "us" or "our") issued $1.0 billion aggregate principal amount of OMFC's 6.

Filing Documents

• ef20061543_8k.htm (8-K) — 40KB
• ef20061543_ex4-2.htm (EX-4.2) — 208KB
• ef20061543_ex5-1.htm (EX-5.1) — 18KB
• ef20061543_ex5-2.htm (EX-5.2) — 33KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-046022.txt ( ) — 492KB
• omf-20251218.xsd (EX-101.SCH) — 4KB
• omf-20251218_lab.xml (EX-101.LAB) — 21KB
• omf-20251218_pre.xml (EX-101.PRE) — 16KB
• ef20061543_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement . On December 18, 2025, OneMain Finance Corporation ("OMFC"), a direct subsidiary of OneMain Holdings, Inc. ("OMH," "we," "us" or "our") issued $1.0 billion aggregate principal amount of OMFC's 6.750% Senior Notes due 2033 (the "Notes") under an Indenture, dated as of December 3, 2014 (the "Base Indenture"), among OMFC, as issuer, OMH, as guarantor, and Wilmington Trust, National Association, as trustee (the "Trustee"), as amended and supplemented by a Twenty-Fourth Supplemental Indenture, dated as of December 18, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among OMFC, OMH and the Trustee, pursuant to which OMH provided a guarantee of the Notes. The Notes were offered and sold in an underwritten public offering made pursuant to a Prospectus Supplement, dated December 4, 2025, to the Prospectus, dated October 13, 2023, filed as part of OMFC's and OMH's joint Registration Statement on Form S3 (Registration No. 333-274956) filed with the Securities and Exchange Commission (the "SEC"). The Notes are guaranteed on an unsecured basis by OMH. The Notes will mature on September 15, 2033 and bear interest at a rate of 6.750% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are OMFC's senior unsecured obligations and rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed by OMH and will not be guaranteed by any of OMFC's subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of OMFC's secured obligations to the extent of the value of the assets securing such obligations, structurally subordinated to all existing and future liabilities of our subsidiaries (other than OMFC), and rank senior in right of payment to all existing and f

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The disclosure provided in Item 1.01 of this Current Report on Form 8K is hereby incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits Exhibit Number Description 4.1 Indenture relating to the Notes, dated as of December 3, 2014, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee, as filed with the SEC on December 3, 2014 as Exhibit 4.1 to OMH's Current Report on Form 8-K (File No. 001-36129), and incorporated herein by reference. *4.2 Twenty-Fourth Supplemental Indenture relating to the Notes, dated as of December 18, 2025, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee (including the form of 6.750 % Senior Notes due 20 33 included therein as Exhibit A). *5.1 Opinion of Jeffrey M. Gershon. *5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. *23.1 Consent of Jeffrey M. Gershon (included as part of Exhibit 5.1 hereto). *23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ONEMAIN HOLDINGS, INC. By: /s/ Jeannette E. Osterhout Name: Jeannette E. Osterhout Title: Executive Vice President and Chief Financial Officer Date: December 18, 2025

View Full Filing

View this 8-K filing on SEC EDGAR