Onemain Finance Corp Enters Material Definitive Agreement

TL;DR

OMF inked a big deal, new debt incoming.

AI Summary

Onemain Finance Corporation entered into a material definitive agreement on September 17, 2025. This agreement constitutes a direct financial obligation for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Onemain Finance Corp, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes for the company.

Key Players & Entities

• Onemain Finance Corporation (company) — Registrant
• September 17, 2025 (date) — Date of earliest event reported
• 601 N.W. Second Street, Evansville, Indiana 47708 (location) — Principal executive address

FAQ

Key Financial Figures

• $800.0 million — on ("OMFC," "we," "us" or "our") issued $800.0 million aggregate principal amount of our 6.500

Filing Documents

• ef20055631_8k.htm (8-K) — 39KB
• ef20055630_ex4-2.htm (EX-4.2) — 263KB
• ef20055630_ex5-1.htm (EX-5.1) — 17KB
• ef20055630_ex5-2.htm (EX-5.2) — 31KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-035250.txt ( ) — 534KB
• omfc-20250917.xsd (EX-101.SCH) — 4KB
• omfc-20250917_lab.xml (EX-101.LAB) — 20KB
• omfc-20250917_pre.xml (EX-101.PRE) — 14KB
• ef20055631_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 17, 2025, OneMain Finance Corporation ("OMFC," "we," "us" or "our") issued $800.0 million aggregate principal amount of our 6.500% Senior Notes due 2033 (the "Notes") under an Indenture, dated as of December 3, 2014 (the "Base Indenture"), among OMFC, as issuer, OneMain Holdings, Inc., the direct sole shareholder of OMFC ("OMH"), as guarantor, and Wilmington Trust, National Association, as trustee (the "Trustee"), as amended and supplemented by a Twenty-Third Supplemental Indenture, dated as of September 17, 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, dated October 13, 2023, and a Prospectus Supplement, dated September 3, 2025, filed as part of OMFC's and OMH's joint Registration Statement on Form S-3 (Registration No. 333-274956-01) filed with the Securities and Exchange Commission (the "SEC"). The Notes are guaranteed on an unsecured basis by OMH. The Notes will mature on March 15, 2033 and bear interest at a rate of 6.500% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes are our senior unsecured obligations and rank equally in right of payment to all of our other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed by our direct parent company, OMH, and will not be guaranteed by any of our subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of our 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 (including OneMain Financial Holdings, LLC), and r

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 OMFC's Current Report on Form 8-K (File No. 001-06155), and incorporated herein by reference. *4.2 Twenty-Third Supplemental Indenture relating to the Notes, dated as of September 17, 2025, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee (including the form of 6.500 % 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 FINANCE CORPORATION By: /s/ Matthew W. Vaughan Name: Matthew W. Vaughan Title: Vice President - Senior Managing Director and Chief Financial Officer Date: September 17, 2025

View Full Filing

View this 8-K filing on SEC EDGAR