[8-K] OneMain Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

OneMain Finance Corporation issued $750.0 million aggregate principal amount of 6.125% Senior Notes due May 15, 2030. The notes pay interest 6.125% per annum semiannually on May 15 and November 15, beginning November 15, 2025, and are OMFC's senior unsecured obligations that rank equally with its other unsubordinated indebtedness.

The notes are guaranteed on an unsecured basis by OneMain Holdings, Inc., will not be guaranteed by OMFC's subsidiaries, and are effectively subordinated to OMFC's secured obligations to the extent of the value of collateral and structurally subordinated to liabilities of its other subsidiaries. Redemption provisions permit repurchase prior to November 15, 2029 at specified prices and at 100% plus accrued interest on or after November 15, 2029. The Indenture includes customary covenants limiting liens and certain consolidations, and customary events of default, including acceleration by holders of at least 25% of outstanding principal.

Positive

• $750.0 million principal amount successfully issued, providing a defined amount of unsecured financing
• Fixed 6.125% coupon through May 15, 2030 gives predictable interest expense
• Notes are guaranteed by OneMain Holdings, Inc., enhancing creditor recourse compared with an unguaranteed issuance

Negative

• Notes are effectively subordinated to OMFC's secured obligations to the extent of collateral value
• Notes are structurally subordinated to liabilities of OMFC's other subsidiaries because those subsidiaries do not guarantee the notes
• Issuance increases OMFC's aggregate senior unsecured indebtedness, altering capital structure and creditor ranking

Insights

Debt Capital Markets Analyst

TL;DR: OneMain issued $750M of 6.125% senior notes due 2030, adding senior unsecured debt with customary covenants and OMH's unsecured guarantee.

The issuance increases OMFC's senior unsecured debt by $750.0 million and carries a fixed 6.125% coupon through 2030, giving predictable interest costs. The notes rank pari passu with other unsubordinated indebtedness but are expressly effectively subordinated to secured creditors and structurally subordinated to liabilities of other subsidiaries, which affects recovery priority in distress. Redemption mechanics provide flexibility to repurchase before maturity subject to specified prices, and acceleration rights permit holders representing 25% of principal to accelerate in default scenarios. Legal opinions and indenture exhibits are filed with the report.

Corporate Finance Risk Analyst

TL;DR: The notes expand OMFC's unsecured funding with clear subordination and covenant language; lack of subsidiary guarantees and effective subordination are key risk elements.

The transaction documents specify that subsidiaries other than OMFC do not guarantee the notes, which creates structural subordination for creditors versus non-OMFC subsidiaries. The Indenture's covenant package limits liens and certain dispositions, but contains customary events of default and cure periods. From a creditor standpoint, the unsecured OMH guarantee improves recoverability versus an unguaranteed issuance, but the notes remain subordinated to secured claims to the extent of collateral value. These features materially define creditor rights and relative ranking in distress scenarios.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): August 12, 2025 (August 12, 2025)

ONEMAIN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

(812) 424-8031

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2025, OneMain Finance Corporation (“OMFC”), a direct subsidiary of OneMain Holdings, Inc. (“OMH,” “we,” “us” or “our”) issued $750.0 million aggregate principal amount of OMFC’s 6.125% Senior Notes due 2030 (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-Second Supplemental Indenture, dated as of August 12, 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 July 29, 2025, to the Prospectus, dated October 13, 2023, filed as part of OMFC’s and OMH’s joint Registration Statement on Form S-3 (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 May 15, 2030 and bear interest at a rate of 6.125% per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2025. 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 future subordinated indebtedness of OMFC.

The Notes may be redeemed, in whole or in part, at OMFC’s option, at any time or from time to time (i) prior to November 15, 2029 (six months prior to the maturity date of the Notes), at the applicable redemption price specified in the Indenture, and (ii) on and after November 15, 2029 (six months prior to the maturity date of the Notes), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, in each case plus accrued and unpaid interest on such principal amount to, but not including, the applicable redemption date.

The Indenture contains covenants that, among other things, limit OMFC’s ability to create liens on assets and restrict OMFC’s ability to consolidate, merge or sell its assets. The Indenture also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately. The Notes will not have the benefit of any sinking fund.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture (and form of 6.125% Senior Notes due 2030 included therein as Exhibit A), copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. In connection with the issuance of the Notes, Jeffrey M. Gershon, Associate General Counsel of OMFC, and Skadden, Arps, Slate, Meagher & Flom LLP provided OMFC with the legal opinions filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

* Filed herewith.

Signatures

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

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

Date: August 12, 2025

FAQ

What did OneMain (OMF) issue?

OMFC issued $750.0 million aggregate principal amount of 6.125% Senior Notes due May 15, 2030.

When are interest payments on the OMF notes due?

Interest is payable semiannually on May 15 and November 15, beginning November 15, 2025, at an annual rate of 6.125%.

Are the notes guaranteed and by whom?

Yes. The notes are guaranteed on an unsecured basis by OneMain Holdings, Inc.

Do any subsidiaries guarantee the notes?

No. The notes will not be guaranteed by OMFC's subsidiaries, including OneMain Financial Holdings, LLC.

How do the notes rank versus other obligations?

The notes are OMFC's senior unsecured obligations, rank equally with other unsubordinated indebtedness, are effectively subordinated to secured obligations and structurally subordinated to liabilities of other subsidiaries.

What are the redemption and default provisions?

OMFC may redeem notes prior to November 15, 2029 at specified prices and at 100% plus accrued interest on or after that date; customary events of default apply and holders of 25% of outstanding principal may accelerate payment.