OneMain COO Micah Conrad files Form 4 for small pre-planned share sale

Rhea-AI Filing Summary

Form 4 filing for OneMain Holdings, Inc. (OMF) reports that Executive Vice President & Chief Operating Officer Micah R. Conrad disposed of 3,000 shares of the company’s common stock on July 3, 2025.

The shares were sold under a Rule 10b5-1 trading plan adopted on December 13, 2024 at a weighted-average price of $60.004 per share (individual trade prices ranged from $60.00 to $60.02). Following the transaction, Conrad’s direct ownership stands at 98,007 shares.

The sale represents approximately 3% of the executive’s previously held shares, leaving the vast majority of his equity position intact. No derivative security transactions were reported, and there are no indications of additional sales or acquisitions.

Because the trade was pre-scheduled under Rule 10b5-1, the filing does not, by itself, signify a discretionary change in management’s outlook. The relatively small size of the sale compared with Conrad’s remaining holdings suggests a limited impact on overall insider sentiment.

Positive

• None.

Negative

• Executive share sale: Insider disposition of 3,000 shares could be perceived as a modest negative signal, though mitigated by 10b5-1 plan and small size.

Insights

Financial Analyst

TL;DR: EVP & COO sold 3k OMF shares (≈3% of stake) via 10b5-1 plan; transaction appears routine and immaterial to outlook.

The 3,000-share sale yields roughly $180k in proceeds and leaves Conrad with 98,007 shares. Given OneMain’s average daily volume, the trade is negligible and unlikely to affect market liquidity or price. Use of a pre-arranged 10b5-1 plan mitigates concerns about information asymmetry. Overall insider ownership remains high, so no meaningful shift in executive alignment is observed.

Corporate Governance Expert

TL;DR: Small, pre-planned insider sale; governance risk minimal, investor impact low.

The filing shows adherence to good governance practices—manual signature, timely disclosure, and a 10b5-1 plan that predates the sale by over six months. The sale’s modest scale and remaining ownership preserve incentive alignment. I classify the event as not impactful for governance risk assessments.

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).

X

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^*

Conrad Micah 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		S		3,000(1)	D	$60.004(2)	98,007	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. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by the reporting person on December 13, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.02, inclusive. The reporting person undertakes to provide to OneMain Holdings, Inc., any security holder of OneMain Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

Remarks:

	/s/ Lily Fu Claffee attorney-in-fact for Micah R. Conrad	07/07/2025
	** 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

How many OneMain Holdings (OMF) shares did EVP Micah R. Conrad sell?

He sold 3,000 shares of common stock on July 3, 2025.

At what price were the OMF shares sold?

The weighted-average sale price was $60.004, with individual trades between $60.00 and $60.02.

What is Micah R. Conrad’s remaining OMF share ownership?

After the sale, he directly owns 98,007 shares.

Was the sale conducted under a Rule 10b5-1 trading plan?

Yes. The plan was established on December 13, 2024, providing an affirmative defense against insider-trading concerns.

Does this Form 4 filing indicate any derivative transactions?

No. The derivative securities table is blank, indicating no option or other derivative activity was reported.

Is this insider sale considered material to investors?

Given the small volume (≈3% of his stake) and pre-planned nature, the sale is generally viewed as immaterial to the company’s outlook.