OneMain (NYSE: OMF) officer uses company shares to cover tax obligations

Rhea-AI Filing Summary

OneMain Holdings executive Michael A. Hedlund reported tax-related share dispositions of common stock. On February 20, 2026, he delivered an aggregate of 3,123 shares of OneMain Holdings, Inc. common stock at $57.53 per share to satisfy tax withholding obligations. After these transactions, he directly owned 14,975 shares of common stock.

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^*

Hedlund Michael A

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	pao, SVP and Group Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		1,040	D	$57.53	17,058	D
Common stock, par value $0.01 per share	02/20/2026		F		875	D	$57.53	16,183	D
Common stock, par value $0.01 per share	02/20/2026		F		438	D	$57.53	15,745	D
Common stock, par value $0.01 per share	02/20/2026		F		387	D	$57.53	15,358	D
Common stock, par value $0.01 per share	02/20/2026		F		383	D	$57.53	14,975	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:

Remarks:

	/s/ Lily Fu Claffee attorney-in-fact for Michael A. Hedlund	02/24/2026
	** 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

What did OneMain Holdings (OMF) executive Michael A. Hedlund report on this Form 4?

Michael A. Hedlund reported tax-withholding dispositions of OneMain Holdings common stock. On February 20, 2026, he delivered multiple share blocks to cover tax liabilities, rather than executing open-market sales, as part of equity compensation settlement mechanics.

How many OneMain Holdings (OMF) shares did Michael A. Hedlund use to cover taxes?

He used a total of 3,123 OneMain Holdings common shares to cover tax obligations. The dispositions occurred in several separate blocks, each recorded at a transaction price of $57.53 per share on February 20, 2026, as disclosed in the Form 4 filing.

What was the transaction price for Michael A. Hedlund’s OMF share dispositions?

Each tax-withholding disposition was recorded at $57.53 per OneMain Holdings common share. This uniform transaction price applied across all reported blocks on February 20, 2026, and reflects the value used to satisfy the applicable tax liability in shares.

What type of transaction is code "F" on Michael A. Hedlund’s OneMain (OMF) Form 4?

Code “F” on this Form 4 indicates a tax-withholding disposition. Specifically, it reflects payment of an exercise price or tax liability by delivering already-owned securities, rather than an open-market purchase or sale, consistent with equity award settlement practices.

How many OneMain Holdings (OMF) shares does Michael A. Hedlund own after these transactions?

After the reported tax-withholding dispositions, Michael A. Hedlund directly owns 14,975 OneMain Holdings common shares. This post-transaction holding amount is taken from the final line of the Form 4, which lists total shares following the last disposition event.

Were Michael A. Hedlund’s OMF transactions open-market sales or tax-related dispositions?

They were tax-related dispositions, not open-market sales. The filing labels each transaction with code “F” and describes them as payment of tax liability by delivering securities, indicating shares were withheld to cover taxes from equity compensation.