[Form 4] OneMain Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

President & CEO Douglas H. Shulman disclosed the sale of 35,000 OneMain Holdings (OMF) common shares on 07/29/2025 at a weighted-average price of $59.471, according to the Form 4 filed on 07/31/2025. The disposition was executed pursuant to a Rule 10b5-1 trading plan that remains in effect through 05/29/2026.

Following the sale, Shulman directly owns 275,100 shares, an amount that exceeds the minimum required under the company’s stock-ownership policy. No derivative security transactions were reported in this filing.

Positive

• Sale executed under Rule 10b5-1, indicating advance planning and reducing suspicion of opportunistic trading.
• CEO retains 275,100 shares, remaining above the company’s stock-ownership requirement, which preserves alignment with shareholders.

Negative

• Insider selling of 35,000 shares by the CEO can be interpreted as a reduced confidence signal.
• Reduction of ≈11% of direct holdings may prompt investor concern despite remaining stake.

Insights

Corporate Governance Analyst

TL;DR: CEO cuts stake by ~11%; sale pre-planned, still holds 275k shares—moderately negative signal.

Insider sales by the chief executive often raise questions about management’s outlook, and a 35,000-share sale (≈11% of reported direct holdings) is non-trivial. However, the transaction occurred under a Rule 10b5-1 plan, reducing the likelihood of informational timing. Shulman retains 275,100 shares, suggesting continued alignment with shareholders and compliance with ownership guidelines. The absence of derivative activity or additional insiders selling tempers concerns. Overall impact on valuation sentiment is modest but skews slightly negative due to the optics of insider selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shulman Douglas H.

(Last) (First) (Middle)

C/O ONEMAIN HOLDINGS, INC.

601 N.W. SECOND STREET

(Street)

EVANSVILLE IN 47708

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OneMain Holdings, Inc. [ OMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	07/29/2025(1)		S		35,000	D	$59.471(2)	275,100	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In addition to the reported transaction, Mr. Shulman also adopted a trading plan ending on May 29, 2026, intended to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934 for financial planning and estate planning purposes. Even if all shares are sold under the trading plan, Mr. Shulman will own in excess of the amount required by the Company's Stock Ownership Policy.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.380 to $59.732, inclusive. The reporting person undertakes to provide to OneMain Holdings, Inc., any security holder of OneMain Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate prices within the ranges set forth in footnote (2) to this Form 4.

Remarks:

	/s/ Lily Fu Claffee attorney-in-fact for Douglas H. Shulman	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many OneMain (OMF) shares did the CEO sell?

Douglas H. Shulman sold 35,000 common shares.

At what price were the OMF shares sold?

The weighted-average sale price was $59.471, with individual trades ranging from $59.380 to $59.732.

How many OMF shares does the CEO still own after the sale?

He directly owns 275,100 shares following the transaction.

Was the insider sale part of a 10b5-1 trading plan?

Yes. The filing states the sale was executed under a Rule 10b5-1 plan running through 05/29/2026.

Were any derivative securities involved in this Form 4?

No derivative security acquisitions or dispositions were reported.