OneMain director granted 3,243 restricted shares

OneMain Holdings director Phyllis R. Caldwell received a stock grant.

Accepted by SEC EDGAR 02/13/2026 - 05:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

OneMain Holdings director Phyllis R. Caldwell received a stock grant. On February 11, 2026, she acquired 3,243 shares of OneMain Holdings common stock at a price of $0 per share through a grant classified as a grant, award, or other acquisition.

The grant consists of restricted stock units under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan. These units vest 100% on January 4, 2027, if she continues serving as a director through that date. After this grant, she beneficially owns 18,246 shares of common stock directly.

Insider Trade Summary

Grant/Award: 3,243 shares

Grant/Award 1 txn

Insider CALDWELL PHYLLIS R

Role Director

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

Holdings After Transaction: Common stock, par value $0.01 per share — 18,246 shares (Direct)

Holdings Before and After: Common stock, par value $0.01 per share, 15,003 to 18,246 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did OneMain Holdings (OMF) report for Phyllis R. Caldwell?

OneMain Holdings reported that director Phyllis R. Caldwell received a grant of 3,243 shares of common stock on February 11, 2026. The shares were issued at a price of $0 per share as part of an equity award, not an open-market stock purchase.

How many OneMain Holdings (OMF) shares does Phyllis R. Caldwell own after this grant?

After the February 11, 2026 grant, Phyllis R. Caldwell beneficially owns 18,246 shares of OneMain Holdings common stock directly. This total reflects the newly granted 3,243 restricted stock units that will convert into shares upon vesting, subject to service conditions.

What are the vesting terms of Phyllis R. Caldwell’s restricted stock units at OneMain (OMF)?

The 3,243 restricted stock units granted to Phyllis R. Caldwell vest 100% on January 4, 2027. Vesting is conditioned on her remaining in continuous service as a director through that date, after which each unit converts into one share of common stock.

Was cash paid for the 3,243 OneMain (OMF) shares granted to Phyllis R. Caldwell?

No cash was paid for the 3,243 shares granted to Phyllis R. Caldwell; the transaction price is listed as $0 per share. The shares were awarded as restricted stock units under OneMain Holdings’ Amended 2013 Omnibus Incentive Plan.

Is Phyllis R. Caldwell a director or officer at OneMain Holdings (OMF)?

Phyllis R. Caldwell is reported as a director of OneMain Holdings, Inc. She is not listed as an officer or 10% owner in this filing, and the reported equity award relates to her service on the company’s board of directors.

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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^*

CALDWELL PHYLLIS R

(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	18,246	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/ Lily Fu Claffee attorney-in-fact for Phyllis R. Caldwell	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.