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OneMain Holdings, Inc. (NYSE: OMF) to issue $600.0 million 7.125% senior notes due 2034

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OneMain Holdings, Inc., acting as guarantor, and its subsidiary OneMain Finance Corporation agreed to issue and sell $600.0 million of 7.125% Senior Notes due 2034 in an underwritten public offering. Barclays Capital Inc. and BMO Capital Markets Corp. are representatives of the several underwriters under an Underwriting Agreement dated August 6, 2026.

The offering is expected to close on August 20, 2026, subject to customary closing conditions. OneMain Finance Corporation intends to use the net proceeds for general corporate purposes, which may include debt repurchases or repayments. The agreement includes customary representations, warranties, covenants, indemnification and contribution provisions.

Positive

  • None.

Negative

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Filing Explained

The proposed financing remains pending: OneMain Finance Corporation would issue $600.0 million of 7.125% senior notes, guaranteed by OneMain Holdings, subject to the expected August 20, 2026 closing and customary conditions. Because the securities are notes rather than common shares, the disclosed structure creates a debt obligation without itself increasing the common share count or diluting existing ownership.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior Notes Offering Size $600.0 million aggregate principal amount Issuance and sale of OMFC 7.125% Senior Notes due 2034
Coupon Rate 7.125% Interest rate on OMFC Senior Notes due 2034
Maturity Year 2034 Year when OMFC 7.125% Senior Notes become due
Underwriting Agreement Date August 6, 2026 Date OMH and OMFC entered into the Underwriting Agreement
Expected Closing Date August 20, 2026 Expected closing date of the 7.125% Senior Notes offering, subject to conditions
Underwriting Agreement financial
"entered into an Underwriting Agreement with OneMain Finance Corporation and the underwriters"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
aggregate principal amount financial
"issuance and sale by OMFC of $600.0 million aggregate principal amount of OMFC’s 7.125% Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Senior Notes financial
"$600.0 million aggregate principal amount of OMFC’s 7.125% Senior Notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
registration statement regulatory
"an underwritten public offering made pursuant to a registration statement and related prospectus supplement"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
prospectus supplement regulatory
"public offering made pursuant to a registration statement and related prospectus supplement filed with the SEC"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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FAQ

What type of debt is OneMain Holdings (OMF) issuing?
OneMain’s subsidiary OneMain Finance Corporation plans to issue $600.0 million of 7.125% Senior Notes due 2034 in an underwritten public offering, with OneMain Holdings, Inc. acting as a guarantor under the Underwriting Agreement.

When is the OneMain Holdings (OMF) notes offering expected to close?
The 7.125% Senior Notes offering is expected to close on August 20, 2026, subject to satisfaction of customary closing conditions, following the August 6, 2026 Underwriting Agreement with the underwriters.

How will OneMain Holdings (OMF) use the proceeds from the notes offering?
OneMain Finance Corporation intends to use the net proceeds for general corporate purposes, which may include debt repurchases or repayments, providing flexibility in managing the company’s capital structure and outstanding obligations.

Who are the underwriters for the OneMain Holdings (OMF) senior notes?
Barclays Capital Inc. and BMO Capital Markets Corp. are acting as representatives of the several underwriters. The Underwriting Agreement includes customary representations, covenants and indemnification provisions among OneMain Finance Corporation, OneMain Holdings, Inc. and the underwriters.

Under what SEC framework is OneMain Holdings (OMF) conducting this offering?
The 7.125% Senior Notes due 2034 are being sold in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the SEC, providing the legal framework for the issuance.

What role does OneMain Holdings (OMF) play in relation to the notes?
OneMain Holdings, Inc. is identified as guarantor in the August 6, 2026 Underwriting Agreement, supporting the obligations of its subsidiary, OneMain Finance Corporation, which is the issuer of the 7.125% Senior Notes due 2034.
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 7, 2026 (August 6, 2026)

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 6, 2026, OneMain Holdings, Inc. (“OMH,” “we,” “us” or “our”), as a guarantor, entered into an underwriting agreement (the “Underwriting Agreement”) with OneMain Finance Corporation, a direct subsidiary of OMH (“OMFC”), as the issuer, and Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by OMFC of $600.0 million aggregate principal amount of OMFC’s 7.125% Senior Notes due 2034 (the “Notes”) in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). The offering is expected to close on August 20, 2026, subject to satisfaction of customary closing conditions.

The Underwriting Agreement includes customary representations, warranties and covenants by each of OMFC and OMH. It also provides for customary indemnification by each of OMFC, OMH and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OMFC intends to use the net proceeds from this offering for general corporate purposes, which may include debt repurchases or repayments.

Certain of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us, our subsidiaries or our affiliates, including OMFC. They have received, or may in the future receive, customary fees and commissions for these transactions. Some of the underwriters and their affiliates have entered into, and may in the future enter into, financing arrangements (including offerings of asset-backed notes) in which they act as initial purchaser or serve as lender to us, our subsidiaries or our affiliates, including OMFC.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
  
Description
*1.1
  
Underwriting Agreement, dated as of August 6, 2026, among OneMain Finance Corporation, OneMain Holdings, Inc., and Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein.
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 7, 2026


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents