Issuer:

OneMain Finance Corporation (the “Issuer”)

Guarantor:

OneMain Holdings Inc. (the “Guarantor”)

Aggregate Principal Amount:

$750,000,000

Title of Securities:

6.125% Senior Notes due 2030 (the “notes”)

Maturity Date:

May 15, 2030

Offering Price:

100.000%, plus accrued interest, if any, from August 12, 2025

Coupon:

6.125%

Yield:

6.125%

Spread:

+222 basis points

Benchmark Treasury:

3.75% UST due May 31, 2030

Gross Proceeds to Issuer:

$750,000,000

Net Proceeds to Issuer After Gross Spread:

$742,500,000

Gross Spread:

1.000%

Distribution:

SEC Registered

CUSIP and ISIN Numbers:

CUSIP: 682691 AL4

 

ISIN: US682691AL46

Denominations:

$2,000 and integral multiples of $1,000

Interest Payment Dates:

May 15 and November 15

First Interest Payment Date:

November 15, 2025

Record Dates:

May 1 and November 1

Optional Redemption:

Except as set forth in the next two succeeding paragraphs, the notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the notes.

On and after November 15, 2029 (six months prior to the maturity date), the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 nor more than 60 days’ prior notice (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

In addition, prior to November 15, 2029 (six months prior to the maturity date), the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to (expressed as a percentage of the principal amount and rounded to three decimal places) the greater of:

 

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on November 15, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (b) interest accrued to the date of redemption, and

 

(2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 15, 2029; provided, however, that if the period from the redemption date to November 15, 2029 of such notes is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used

Joint Book-Running Managers:

Wells Fargo Securities, LLC

BNP Paribas Securities Corp.

Barclays Capital Inc.

BMO Capital Markets Corp.

Citigroup Global Markets Inc.

Citizens JMP Securities, LLC

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

Mizuho Securities USA LLC

NatWest Markets Securities Inc.

RBC Capital Markets, LLC

Regions Securities LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

Truist Securities, Inc.

Trade Date:

July 29, 2025

Settlement Date:

August 12, 2025 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 12, 2025, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade such notes prior to their date of delivery should consult their own advisors.

Ratings*:

Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)