OneMain (NYSE: OMF) CFO reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

OneMain Holdings EVP & CFO Jeannette E. Osterhout reported equity compensation transactions in company common stock. On January 14, 2026, she acquired 26,356 shares of common stock at $0 per share, reflecting the settlement of performance-based restricted stock units granted in January 2023 and February 2023 after their performance criteria were met. On the same date, 14,702 shares were disposed of at $66.37 per share in a transaction coded "F," typically used for shares withheld to cover tax obligations. After these transactions, she directly owned 76,134 shares of OneMain Holdings 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
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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^*

Osterhout Jeannette E

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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	01/14/2026		A		26,356(1)	A	$0	90,836	D
Common stock, par value $0.01 per share	01/14/2026		F		14,702	D	$66.37	76,134	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. Reflects the settlement of performance-based restricted stock units ("PSUs") granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan on January 20, 2023, and February 6, 2023 as a result of the satisfaction of the performance criteria underlying the PSUs.

Remarks:

	/s/ Heather L. Woolen attorney-in-fact for Jeannette E. Osterhout	01/16/2026
	** 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 activity did OneMain (OMF) report for its CFO?

The filing shows that EVP & CFO Jeannette E. Osterhout acquired 26,356 shares of OneMain common stock at $0 per share and disposed of 14,702 shares at $66.37 per share on January 14, 2026, ending with 76,134 shares held directly.

Why did the OneMain CFO receive 26,356 shares at a price of $0?

The 26,356 shares reflect the settlement of performance-based restricted stock units (PSUs) granted on January 20, 2023 and February 6, 2023 under OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan after the related performance criteria were satisfied.

What does the 14,702-share F-coded transaction mean in the OneMain Form 4?

The F transaction code applies to the disposal of 14,702 shares at $66.37 per share. This code is used for shares withheld or delivered to satisfy tax withholding or similar obligations in connection with an equity award.

How many OneMain (OMF) shares does the CFO hold after these transactions?

Following the reported transactions on January 14, 2026, EVP & CFO Jeannette E. Osterhout directly beneficially owned 76,134 shares of OneMain Holdings common stock.

What are PSUs referenced in the OneMain CFO’s Form 4 filing?

The filing explains that the reported share acquisition reflects settlement of performance-based restricted stock units (PSUs) granted in January 2023 and February 2023, which converted into common stock after the specified performance criteria were satisfied.

Is the OneMain CFO considered a director or 10% owner in this filing?

The reporting person, Jeannette E. Osterhout, is identified as an officer, serving as EVP & CFO, and is not marked as a director or 10% owner in the filing.