OMF 8-K: Underwriting Agreement Dated Sept 3, 2025 Filed with SEC

Rhea-AI Filing Summary

OneMain Holdings, Inc. filed a Form 8-K reporting an Underwriting Agreement dated September 3, 2025. The agreement names OneMain Finance Corporation and OneMain Holdings, Inc. as parties, with Mizuho Securities USA LLC and RBC Capital Markets, LLC acting as representatives of the underwriters. The filing identifies the company as a Delaware corporation trading on the New York Stock Exchange under the symbol OMF and includes the company’s principal executive office address and a signature from the Executive Vice President and Chief Financial Officer.

Positive

• Underwriting Agreement disclosed dated September 3, 2025, filed as an exhibit to the 8-K
• Lead underwriters identified: Mizuho Securities USA LLC and RBC Capital Markets, LLC
• Filing includes authorized officer signature from the CFO, indicating formal disclosure

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR The 8-K discloses an underwriting agreement indicating an underwritten transaction is underway; material details like size and purpose are not provided.

The filing explicitly attaches an underwriting agreement dated September 3, 2025, naming the issuer entities and two lead bookrunners. This signals an equity or debt issuance process managed by Mizuho and RBC, but the document does not disclose offering size, pricing, use of proceeds, or closing terms, which limits assessment of financial impact. For investors, the disclosure confirms an underwritten offering exists but provides no quantitative metrics to evaluate dilution or capital effects.

Securities Governance Specialist

TL;DR The Form 8-K properly furnishes an underwriting agreement as an exhibit, meeting disclosure requirements without revealing transaction economics.

From a governance and compliance perspective, the company has met filing formalities by furnishing the underwriting agreement and including an authorized officer’s signature. The filing lists registrant details and exchange listing. Because the exhibit is identified but substantive terms are not summarized in the 8-K text provided, stakeholders cannot judge governance implications such as director approval, related-party issues, or material covenants.

8-K Event Classification

2 items: 1.01, 9.01

2 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 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): September 4, 2025 (September 3, 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, Indiana 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 September 3, 2025, 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 Mizuho Securities USA LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by OMFC of $800.0 million aggregate principal amount of OMFC’s 6.500% Senior Notes due 2033 (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 September 17, 2025, 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 all of 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 September 3, 2025, among OneMain Finance Corporation, OneMain Holdings, Inc., and Mizuho Securities USA LLC and RBC Capital Markets, LLC, 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: September 4, 2025

FAQ

What did OneMain Holdings (OMF) disclose in this 8-K?

The company furnished an Underwriting Agreement dated September 3, 2025 naming OneMain Finance Corporation and OneMain Holdings, Inc. as parties and Mizuho and RBC as representatives of the underwriters.

Who are the underwriter representatives named in the filing?

The filing names Mizuho Securities USA LLC and RBC Capital Markets, LLC as representatives of the several underwriters.

Does the 8-K state the offering size or pricing for the underwriting?

No. The provided 8-K text identifies the underwriting agreement but does not disclose offering size, pricing, or other economic terms.

Who signed the Form 8-K for OneMain Holdings?

The Form 8-K is signed by Jeannette E. Osterhout, Executive Vice President and Chief Financial Officer.

What registration and exchange information is included in the filing?

The filing lists the registrant as a Delaware corporation, Commission File Number 001-36129, and states common stock is registered on the New York Stock Exchange under the symbol OMF.