Director Roy Guthrie granted 3,243 RSUs at OneMain (OMF)

Rhea-AI Filing Summary

OneMain Holdings director Roy A. Guthrie reported an award of 3,243 shares of common stock on February 11, 2026, coded as an acquisition grant at a price of $0 per share. These are restricted stock units that vest 100% on January 4, 2027, assuming he continues serving as a director. Following this grant, he beneficially owns 35,358 shares directly and 13,797 shares indirectly through a limited partnership.

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^*

GUTHRIE ROY 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)

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

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		3,243(1)	A	$0	35,358	D
Common stock, par value $0.01 per share								13,797	I	By Limited Partnership

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 restricted stock units granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. The units become 100% vested on January 4, 2027, subject to the grantee remaining in continuous service as a director as of the 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 Roy A. Guthrie	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 OMF director Roy A. Guthrie report?

Roy A. Guthrie reported an acquisition of 3,243 shares of OneMain Holdings common stock. The transaction is a grant of restricted stock units at $0 per share on February 11, 2026, increasing his direct and indirect beneficial ownership positions.

How many OneMain Holdings (OMF) shares does Roy A. Guthrie own after this filing?

After the reported grant, Roy A. Guthrie beneficially owns 35,358 OneMain Holdings shares directly. He also reports indirect beneficial ownership of 13,797 shares through a limited partnership, reflecting both personal and partnership-related positions in the company’s common stock.

What are the terms of the restricted stock units granted to Roy A. Guthrie at OMF?

The 3,243 restricted stock units were granted under OneMain Holdings’ Amended 2013 Omnibus Incentive Plan. They become 100% vested on January 4, 2027, if he remains in continuous service as a director, with one share delivered for each vested unit.

Was the OMF insider transaction a market purchase or a stock grant?

The transaction was a stock grant, not a market purchase. It is coded as an acquisition grant at a price of $0 per share, representing restricted stock units awarded under OneMain Holdings’ equity incentive plan rather than open-market buying.

How is Roy A. Guthrie’s indirect ownership in OneMain Holdings (OMF) structured?

Roy A. Guthrie reports indirect beneficial ownership of 13,797 shares of OneMain Holdings common stock. These shares are held "By Limited Partnership," indicating they are owned through a partnership entity associated with him, separate from his directly held shares.

When will Roy A. Guthrie’s new OMF restricted stock units fully vest?

The restricted stock units granted to Roy A. Guthrie will fully vest on January 4, 2027. Vesting is contingent on his remaining in continuous service as a director until that date, after which he receives one share for each vested unit.