OneMain (OMF) director awarded 3,243 RSUs vesting in 2027

Rhea-AI Filing Summary

MACDONALD ANDREW D reported acquisition or exercise transactions in this Form 4 filing.

OneMain Holdings director Andrew D. Macdonald received an equity award of 3,243 shares of common stock in the form of restricted stock units. The award was granted at a price of $0 per share and increased his directly owned common stock holdings to 5,461 shares.

The restricted stock units were granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan and will become 100% vested on January 4, 2027, if he remains in continuous service as a director through that date. Upon vesting, he will receive one share of common stock for each unit.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MACDONALD ANDREW D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock, par value $0.01 per share	3,243	$0.00	--

Holdings After Transaction: Common stock, par value $0.01 per share — 5,461 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

MACDONALD ANDREW D

(Last) (First) (Middle)

C/O ONEMAIN HOLDINGS, INC.

601 NW 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	5,461	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 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/ Heather L. Woolen attorney-in-fact for Andrew D. Macdonald	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 Andrew D. Macdonald report?

Andrew D. Macdonald reported receiving 3,243 restricted stock units of OneMain Holdings common stock. These units were granted at $0 per share as an equity award, increasing his directly owned holdings to 5,461 shares after the transaction.

When do Andrew D. Macdonald’s OMF restricted stock units vest?

The 3,243 restricted stock units granted to Andrew D. Macdonald vest 100% on January 4, 2027. Vesting is conditioned on his remaining in continuous service as a director of OneMain Holdings through that vesting date.

How many OMF shares does Andrew D. Macdonald own after this Form 4 transaction?

After the reported equity award, Andrew D. Macdonald beneficially owns 5,461 shares of OneMain Holdings common stock directly. This total reflects the impact of the 3,243 restricted stock units reported in the Form 4 filing.

Was cash paid for the OMF restricted stock units granted to Andrew D. Macdonald?

No cash was paid for this grant; the 3,243 restricted stock units were awarded at a price of $0 per share. This reflects a typical equity compensation grant rather than an open-market stock purchase.

What plan governs the restricted stock units granted to OMF director Andrew D. Macdonald?

The restricted stock units were granted under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. This plan provides for equity-based awards, including restricted stock units, to directors and other eligible participants of the company.

What does each restricted stock unit granted to Andrew D. Macdonald represent?

Each restricted stock unit represents a right to receive one share of OneMain Holdings common stock upon vesting. After they vest on January 4, 2027, he will receive one share for every vested unit.