OneMain Holdings, Inc. filed a Form 8-K with the SEC on August 20, 2026, disclosing that its subsidiary OneMain Finance Corporation issued $600.0 million in aggregate principal amount of 7.125% Senior Notes due 2034.

Key Highlights

  • Offering size: OneMain Finance Corporation issued $600.0 million aggregate principal amount of Senior Notes.
  • Interest rate and maturity: The Notes bear interest at 7.125% per annum and mature on March 15, 2034.
  • Interest payments: Interest is payable semiannually in arrears on March 15 and September 15 each year, beginning March 15, 2027.
  • Guarantee: The Notes are guaranteed on an unsecured basis by OneMain Holdings, Inc., but will not be guaranteed by any of OMFC's subsidiaries.
  • Optional redemption: OMFC may redeem the Notes at a make-whole price prior to August 15, 2029, and at 103.5625% beginning August 15, 2029, stepping down to 101.7813% in 2030 and 100.0000% in 2031 and thereafter.
  • Signing officer: The filing was signed by Jeannette E. Osterhout, Executive Vice President and Chief Financial Officer of OneMain Holdings, Inc.

OneMain Finance Corporation's $600 Million Senior Notes: Terms and Structure

According to the filing, OneMain Finance Corporation ("OMFC"), a direct subsidiary of OneMain Holdings, Inc. (NYSE:OMF), issued $600.0 million in aggregate principal amount of 7.125% Senior Notes due 2034 on August 20, 2026. The Notes were offered in an underwritten public offering under a Prospectus Supplement dated August 6, 2026, pursuant to a joint Registration Statement on Form S-3 (Registration No. 333-274956) filed by OMFC and OneMain Holdings, Inc. The Twenty-Fifth Supplemental Indenture governing the Notes was entered into among OMFC, OMH, and Wilmington Trust, National Association, as trustee.

The filing states that the Notes are OMFC's senior unsecured obligations and "rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding." The Notes are described as effectively subordinated to OMFC's secured obligations to the extent of the value of the assets securing such obligations, and structurally subordinated to all existing and future liabilities of subsidiaries other than OMFC. The Notes will not benefit from any sinking fund, according to the filing.

The Indenture, as described in the filing, contains covenants limiting OMFC's ability to create liens on assets and restricting its ability to consolidate, merge, or sell assets. The filing notes that customary events of default apply, including nonpayment and breach of covenants, and that if an event of default occurs, the Trustee or holders of at least 30% in aggregate principal amount of the then-outstanding Notes may declare the full principal amount immediately due and payable. Legal opinions were provided by Jeffrey M. Gershon, Associate General Counsel of OMFC, and Skadden, Arps, Slate, Meagher & Flom LLP.

What Was Disclosed

OneMain Holdings, Inc. disclosed through its subsidiary OMFC the issuance of $600.0 million in 7.125% Senior Notes due 2034, including the terms of the Indenture, the guarantee structure, redemption schedule, and applicable covenants, all as of August 20, 2026.