OneMain Holdings, Inc. (OMF) Form 424B5 — Aug 7, 2026

$OMFForm 424B5Filed Aug 7, 2026, 5:29 PM ET0001140361-26-031874Original filing

OneMain Finance Corporation, a wholly-owned subsidiary of OneMain Holdings, is offering $600 million of 7.125% senior notes due March 15, 2034, priced at 100.000% of par with a 1.000% underwriting discount. Net proceeds of roughly $592 million are earmarked for general corporate purposes, which may include debt repurchases or repayments. The notes are fully and unconditionally guaranteed by OneMain Holdings on a senior unsecured basis, settle on or about August 20, 2026, and are led by Barclays and BMO Capital Markets as joint book-running managers. They are callable at a make-whole price before August 15, 2029, then at declining premiums, and include a 40% equity clawback at 107.125%.

Key figures

Net Income: $378 million for the six months ended June 30, 2026 (OMH and OMFC each); $783 million FY2025 (OMH)
Total Debt: $22,769 million actual; $23,566 million as adjusted per capitalization table (approximately $23.9 billion aggregate principal pro forma)
Debt Amount: $600,000,000 aggregate principal amount of 7.125% Senior Notes due 2034
Cash Position: $567 million OMH actual / $1,758 million as adjusted; $557 million OMFC actual / $1,748 million as adjusted (as of June 30, 2026, pro forma)
Interest Rate: 7.125
Maturity Date: March 15, 2034
Gross Proceeds: $594,000,000 before expenses ($6,000,000 underwriting discount at 1.000%); approximately $592 million net of estimated expenses
Offering Price: 100.000% of principal
Equity clawback: up to 40% of notes at 107.125% prior to August 15, 2029
First call date: August 15, 2029 (103.5625% in 2029, 101.7813% in 2030, 100.0000% thereafter)
Branch locations: more than 1,300 across 48 states
Dividend funding: OMFC Board authorized dividend of up to $125 million to fund the OMH payout
Customer accounts: approximately 3.8 million (finance receivables); approximately 4.0 million (managed receivables)
Dividend declared: $1.05 per share payable August 14, 2026 (record date August 10, 2026)
Subordinated debt: $350 million
Finance receivables: $25.1 billion at June 30, 2026
Managed receivables: $26.9 billion at June 30, 2026
Omfc net debt increase: $205 million from June 30, 2026 through August 5, 2026
Revolving conduit drawn: $600 million as of August 5, 2026 (out of $5.8 billion capacity across 16 facilities)
Pro forma pari passu debt: $10.7 billion unsubordinated indebtedness
Structurally senior sub debt: $12.2 billion of subsidiary-level securitization, term funding, conduit and VFN borrowings
Net cash operating plus investing: $50 million OMH and $47 million OMFC for six months ended June 30, 2026; OMH -$29 million for FY2025

Price after filing

1 day: 0.0%7 days: +1.1%30 days: -0.5%

Close on the filing date to close N calendar days later (from $64.95). Historical, not a forecast.

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