OneMain (NYSE: OMF) CEO gets PSU shares and withholds stock for taxes

Rhea-AI Filing Summary

OneMain Holdings, Inc. President & CEO Douglas H. Shulman reported two equity transactions in company stock. On January 14, 2026, he acquired 111,727 shares of common stock at $0 per share, reflecting the settlement of previously granted performance-based restricted stock units after their performance goals were met. On the same date, 68,521 shares were disposed of at $66.37 per share in a transaction coded “F,” which typically represents shares withheld to cover taxes upon vesting. Following these transactions, he directly held 217,306 shares of OneMain 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^*

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)
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		111,727(1)	A	$0	285,827	D
Common stock, par value $0.01 per share	01/14/2026		F		68,521	D	$66.37	217,306	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 February 6, 2023 as a result of the satisfaction of the performance criteria underlying the PSUs.

Remarks:

	/s/ Lily Fu Claffee attorney-in-fact for Douglas H. Shulman	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 Holdings (OMF) report for its CEO?

OneMain Holdings reported that President & CEO Douglas H. Shulman acquired 111,727 shares of common stock from the settlement of performance-based restricted stock units and had 68,521 shares withheld in a transaction coded “F” on January 14, 2026.

How many OneMain (OMF) shares did the CEO acquire and at what price?

The CEO acquired 111,727 shares of OneMain common stock at a reported price of $0 per share, representing the settlement of performance-based restricted stock units that met their performance criteria.

What does the Form 4 code "F" mean in the OneMain CEO’s filing?

In this Form 4, the transaction coded “F” shows 68,521 shares of OneMain common stock disposed of at $66.37 per share, which typically indicates shares withheld to satisfy tax obligations upon vesting of equity awards.

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

After the reported transactions on January 14, 2026, President & CEO Douglas H. Shulman directly held 217,306 shares of OneMain Holdings common stock.

What was the source of the OneMain CEO’s newly acquired shares?

The 111,727 shares reported as acquired resulted from the settlement of performance-based restricted stock units granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan, after the underlying performance criteria were satisfied.

Does the Form 4 indicate these OneMain (OMF) transactions were under a 10b5-1 plan?

The form includes a checkbox for indicating a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that this box was checked for these specific transactions.