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OneMain (NYSE: OMF) raises new 7.125% debt due 2034

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

Rhea-AI Filing Summary

OneMain Holdings, Inc. (OMF) reported that its direct subsidiary OneMain Finance Corporation issued $600.0 million aggregate principal amount of 7.125% Senior Notes due 2034, guaranteed on an unsecured basis by OneMain Holdings, Inc.

The Notes mature on March 15, 2034 and bear interest at 7.125% per annum, payable semiannually in arrears on March 15 and September 15, beginning March 15, 2027. They are senior unsecured obligations of OMFC and rank equally with its other unsubordinated debt, are effectively subordinated to secured debt to the extent of collateral value, and structurally subordinated to liabilities of subsidiaries other than OMFC.

The Notes may be redeemed at OMFC’s option at a make-whole price before August 15, 2029, and thereafter at 103.5625% in 2029, 101.7813% in 2030, and 100.0000% in 2031 and later, plus accrued interest. The Indenture includes covenants limiting liens and certain mergers or asset sales, customary events of default, and no sinking fund.

Positive

  • None.

Negative

  • None.

Filing Explained

On August 20, 2026, OneMain Finance Corporation issued $600.0 million of senior notes, guaranteed on an unsecured basis by OneMain Holdings; the filing therefore documents a completed debt issuance rather than only an offering or registration.

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, or exhibit attachments filed with this report.
Aggregate principal amount of Notes $600.0 million 7.125% Senior Notes due 2034 issued by OneMain Finance Corporation
Interest rate 7.125% per annum Coupon on Senior Notes due 2034, payable semiannually
Maturity date March 15, 2034 Final maturity of the 7.125% Senior Notes
Redemption price in 2029 103.5625% Optional redemption price during 12-month period beginning August 15, 2029
Redemption price in 2030 101.7813% Optional redemption price during 12-month period beginning August 15, 2030
Redemption price 2031 and thereafter 100.0000% Optional redemption price during 12-month periods beginning August 15, 2031 and after
Indenture financial
"under an Indenture, dated as of December 3, 2014"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make-whole redemption price financial
"prior to August 15, 2029, at a “make-whole” redemption price"
The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.
senior unsecured obligations financial
"The Notes are OMFC’s senior unsecured obligations and rank equally"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
events of default financial
"The Indenture also provides for customary events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
sinking fund financial
"The Notes will not have the benefit of any sinking fund"
A sinking fund is a dedicated pool of cash a company sets aside over time to repay a specific debt, replace an expensive asset, or meet a known future obligation. It matters to investors because it reduces the chance of a surprise default or emergency sale—think of it as a labeled savings jar that keeps a company prepared for a big bill—so it can improve creditworthiness and influence bond prices and payout flexibility.

FAQ

What did OneMain Holdings (OMF) announce in this Form 8-K?
OneMain Finance Corporation, a subsidiary of OneMain Holdings, Inc. (OMF), issued $600.0 million aggregate principal amount of 7.125% Senior Notes due 2034, guaranteed on an unsecured basis by OneMain Holdings, Inc., under its existing Indenture structure.

What are the key terms of OneMain (OMF) 7.125% Senior Notes due 2034?
The Notes have an aggregate principal amount of $600.0 million, bear interest at 7.125% per annum, and mature on March 15, 2034. Interest is payable semiannually on March 15 and September 15 of each year, beginning on March 15, 2027.

How can the new OneMain (OMF) notes be redeemed before maturity?
OMFC may redeem the Notes at its option. Before August 15, 2029, redemption is at a make-whole redemption price. On or after that date, the price is 103.5625% in 2029, 101.7813% in 2030, and 100.0000% in 2031 and thereafter, plus accrued interest.

What is the ranking of OneMain (OMF) 7.125% Senior Notes due 2034?
The Notes are OMFC’s senior unsecured obligations, ranking equally with its other unsubordinated indebtedness, effectively subordinated to its secured obligations to the extent of collateral value, and structurally subordinated to all existing and future liabilities of subsidiaries other than OMFC.

Do the new OneMain (OMF) notes have a sinking fund or special protections?
The Notes do not have the benefit of any sinking fund. The Indenture includes covenants limiting OMFC’s ability to create liens and to consolidate, merge, or sell assets, and provides for customary events of default with related acceleration rights.

Who guarantees the OneMain (OMF) 7.125% Senior Notes due 2034?
The Notes are guaranteed on an unsecured basis by OneMain Holdings, Inc. They are not guaranteed by any subsidiaries of OneMain Finance Corporation, including OneMain Financial Holdings, LLC, or by any other party.

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Understanding 8-K Material Events →
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 20, 2026 (August 20, 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 20, 2026, OneMain Finance Corporation (“OMFC”), a direct subsidiary of OneMain Holdings, Inc. (“OMH,” “we,” “us” or “our”) issued $600.0 million aggregate principal amount of OMFC’s 7.125% Senior Notes due 2034 (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-Fifth Supplemental Indenture, dated as of August 20, 2026 (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 August 6, 2026, 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 March 15, 2034 and bear interest at a rate of 7.125% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. 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 August 15, 2029, at a “make-whole” redemption price specified in the Indenture, and (ii) on and after August 15, 2029, 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 August 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
2029
  
103.5625%
2030
  
101.7813%
2031 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 7.125% Senior Notes due 2034 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-Fifth Supplemental Indenture relating to the Notes, dated as of August 20, 2026, among OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington Trust, National Association, as trustee (including the form of 7.125% Senior Notes due 2034 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 20, 2026

Source: View Original Filing on SEC EDGAR

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