OneMain Holdings (OMF) CEO awarded 77,724 restricted stock units

Rhea-AI Filing Summary

Shulman Douglas H. reported acquisition or exercise transactions in this Form 4 filing.

OneMain Holdings President and CEO Douglas H. Shulman received an equity award of 77,724 shares of common stock on February 11, 2026. The award is structured as employee restricted stock units under the company’s Amended 2013 Omnibus Incentive Plan.

These RSUs vest in three equal installments, with one-third vesting on February 19, 2027, one-third on February 18, 2028, and the final third on February 20, 2029, contingent on his continued employment through each vesting date. After this grant, he beneficially owns 295,030 common shares directly.

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)
02/11/2026

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	02/11/2026		A		77,724(1)	A	$0	295,030	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. Consists of employee restricted stock units (RSUs) granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. The RSUs vest in three installments as follows: one-third of the RSUs vest on each of February 19, 2027, February 18, 2028, and February 20, 2029, subject to the reporting person's continued employment through the specified vesting date. The reporting person will receive one share of common stock for each vested restricted stock unit.

Remarks:

	/s/ Lily Fu Claffee attorney-in-fact for Douglas H. Shulman	02/13/2026
	** 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 insider transaction did OneMain Holdings (OMF) report for Douglas H. Shulman?

OneMain Holdings reported that President and CEO Douglas H. Shulman received a grant of 77,724 restricted stock units. These RSUs convert into common stock over time and increased his directly beneficially owned common shares to 295,030 following the February 11, 2026 award.

Was the OneMain (OMF) CEO Form 4 transaction a stock purchase or a grant?

The Form 4 shows an equity grant, not an open-market stock purchase. Douglas H. Shulman acquired 77,724 common shares at a price of $0 per share, reflecting employee restricted stock units awarded under OneMain Holdings’ Amended 2013 Omnibus Incentive Plan.

How do the CEO’s restricted stock units at OneMain Holdings (OMF) vest?

The CEO’s 77,724 RSUs vest in three equal installments over three years. One-third vests on February 19, 2027, one-third on February 18, 2028, and the final third on February 20, 2029, assuming he remains employed through each vesting date.

How many OneMain Holdings (OMF) shares does Douglas H. Shulman own after this Form 4?

After the reported transaction, Douglas H. Shulman beneficially owns 295,030 shares of OneMain Holdings common stock directly. This total includes the newly granted restricted stock units that will convert into shares as they vest over the 2027–2029 schedule.

What does each RSU granted to the OneMain (OMF) CEO represent?

Each restricted stock unit granted to the CEO represents the right to receive one share of OneMain Holdings common stock upon vesting. As the 77,724 RSUs vest over time, they will settle in an equal number of common shares, subject to continued employment conditions.