OneMain (NYSE: OMF) prices $1.0B of 6.750% senior notes in public offering

Rhea-AI Filing Summary

OneMain Finance Corporation, a subsidiary of OneMain Holdings, issued $1.0 billion aggregate principal amount of 6.750% senior notes due 2033. The notes are senior unsecured obligations of OMFC, guaranteed on an unsecured basis by OneMain Holdings, and rank equally with its other unsubordinated debt while being structurally subordinated to subsidiary liabilities and effectively subordinated to secured debt.

The notes bear interest at 6.750% per year, paid semiannually on March 15 and September 15, starting on March 15, 2026, and mature on September 15, 2033. OMFC may redeem them at a make-whole price before December 15, 2028, or at premiums declining from 103.375% in 2028 to par from 2030 onward. The indenture includes covenants limiting liens and certain mergers or asset sales, provides customary events of default, and the notes have no sinking fund.

Insights

Credit analyst

$1.0B fixed-rate senior notes add long-dated unsecured funding at 6.750%.

OneMain Finance Corporation issued $1.0 billion of senior unsecured notes bearing a fixed 6.750% coupon and maturing on September 15, 2033, guaranteed by OneMain Holdings. This extends term funding at a defined cost of capital and sits alongside other unsubordinated obligations in the capital structure.

The notes are effectively subordinated to secured debt and structurally subordinated to liabilities at subsidiaries, while ranking ahead of any subordinated OMFC debt. Call features include a make-whole option before December 15, 2028 and premiums of 103.375% in 2028 and 101.6875% in 2029, then par from 2030. The indenture’s limits on liens, mergers and asset sales, plus standard default provisions and no sinking fund, are consistent with typical high-grade or crossover corporate bonds.

Key structural dates include the first interest payment on March 15, 2026, the step-down in call premiums from 2028 to 2030, and final maturity in 2033. Subsequent disclosures may provide additional context on how this debt fits within OneMain’s broader funding and liability profile over time.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 18, 2025 (December 18, 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 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 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 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 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 December 15, 2028, at a “make-whole” redemption price specified in the Indenture, and (ii) on and after December 15, 2028, at the applicable redemption price set forth below (expressed as a percentage of the principal amount of the Notes to be redeemed), if redeemed during the 12-month period beginning on December 15 of each of the years indicated below, in each case plus accrued and unpaid interest on such principal amount to, but not including, the applicable redemption date.

Year		Percentage
2028		103.3750%
2029		101.6875%
2030 and thereafter		100.0000%

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 30% 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 6.750% Senior Notes due 2033 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-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 2033 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: December 18, 2025

FAQ

What did OneMain (OMF) disclose about its new senior notes?

OneMain Finance Corporation, a subsidiary of OneMain Holdings, issued $1.0 billion aggregate principal amount of senior notes bearing a fixed 6.750% interest rate and maturing on September 15, 2033. The notes are senior unsecured obligations of OMFC and are guaranteed on an unsecured basis by OneMain Holdings.

What are the key terms of OneMaine28099s 6.750% senior notes due 2033?

The notes carry a coupon of 6.750% per annum, with interest payable semiannually on March 15 and September 15, starting on March 15, 2026. They mature on September 15, 2033, are issued in an aggregate principal amount of $1.0 billion, and are guaranteed by OneMain Holdings while remaining unsecured and unsubordinated obligations of OMFC.

How and when can OneMain Finance Corporation redeem the new senior notes?

OMFC may redeem the notes at its option at any time before December 15, 2028 at a make-whole redemption price specified in the indenture. If redeemed on or after December 15, 2028, the redemption price is 103.3750% of principal for redemptions during the 12 months beginning December 15, 2028, 101.6875% for the 12 months beginning December 15, 2029, and 100.0000% (par) for redemptions on or after December 15, 2030, in each case plus accrued and unpaid interest.

Where do the new OneMain (OMF) senior notes rank in the capital structure?

The notes are OMFCe28099s senior unsecured obligations and rank equally in right of payment with all existing and future unsubordinated indebtedness. They are effectively subordinated to OMFCe28099s secured obligations to the extent of the value of the collateral and are structurally subordinated to all existing and future liabilities of its subsidiaries (other than OMFC). They rank senior in right of payment to all existing and future subordinated indebtedness of OMFC.

Do OneMaine28099s 6.750% senior notes have subsidiary guarantees or a sinking fund?

The notes are guaranteed on an unsecured basis by OneMain Holdings, Inc., but they are not guaranteed by OMFCe28099s subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The notes do not benefit from any sinking fund, meaning there is no scheduled amortization of principal before the September 15, 2033 maturity date.