SEC Form 424B3 filed by OneMain Holdings Inc.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-274956

333-274956-01

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated October 13, 2023)

 

OneMain Finance Corporation (“OMFC”) is offering $500,000,000 aggregate principal amount of its    % Senior Notes due 2033 (the “notes”). The notes will bear interest at a rate of    % per annum and will mature on    , 2033. Interest will accrue on the notes from    , 2025. Interest on the notes is payable on     and     of each year, commencing on    , 2026.

The notes will be redeemable, in whole or in part, at any time on or after    , 2028 at the redemption prices set forth in this prospectus supplement under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. At any time prior to    , 2028, the notes will be redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, plus a “make-whole” premium, as described under “Description of the Notes—Optional Redemption.”

The notes will be guaranteed by OMFC’s direct parent company, OneMain Holdings, Inc. (“OMH”), of which OMFC is a wholly-owned direct subsidiary, but the notes will not be guaranteed by any of OMFC’s subsidiaries, including OneMain Financial Holdings, LLC (“OMFH”) and its subsidiaries (OMFH and its subsidiaries, collectively, “OneMain”), or any other party.

The notes will be OMFC’s general unsecured obligations and will rank equally in right of payment with all of OMFC’s existing and future unsubordinated debt. The notes will be effectively subordinated to all of 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 OMFC’s subsidiaries (including OneMain).

OMFC intends to use all of the net proceeds from this offering for general corporate purposes, which may include debt repurchases or repayments. See “Use of Proceeds.”

Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and page 7 of the accompanying prospectus and those risk factors in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will not be listed on any securities exchange.

We expect that beneficial interests in the notes will be credited in book-entry form through the facilities of The Depository Trust Company (“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A., on or about    , 2025.

Joint Book-Running Managers

Co-Manager

Siebert Williams Shank

   , 2025

This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with the SEC. Under this shelf registration process, we may sell the securities described in the accompanying prospectus at our discretion in one or more offerings. You should read (i) this prospectus supplement, (ii) the accompanying prospectus, (iii) any free writing prospectus prepared by or on behalf of us or to which we have referred you and (iv) the documents incorporated by reference herein and therein that are described in this prospectus supplement and the accompanying prospectus under the heading “Where You Can Find More Information” and “Incorporation by Reference.”

We and the underwriters have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may have provided you. We and the underwriters are offering to sell, and seeking offers to buy, these securities only in jurisdictions where the offers and sales are permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus or any other documents incorporated by reference in either is accurate only as of the stated date of each document in which the information is contained. After the stated date, our business, financial condition, results of operations and prospects may have changed.

This prospectus supplement and the accompanying prospectus summarize certain documents and other information to which we refer you for a more complete understanding of what we discuss in this prospectus supplement and the accompanying prospectus. In making an investment decision, you should rely on your own examination of the Company (as defined herein) and the terms of this offering and the notes, including the merits and risks involved.

We and the underwriters are not making any representation to any purchaser of the notes regarding the legality of the purchaser’s investment in the notes. You should not consider any information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.

We obtained the market and competitive position data used or incorporated by reference in this prospectus supplement and accompanying prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, neither we nor the underwriters have independently verified such data and neither we nor the underwriters make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein contain or incorporate by reference certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but instead represent only management’s current beliefs regarding future events. By their nature, forward-looking statements are subject to risks, uncertainties, assumptions, and other important factors that may cause actual results, performance, or achievements to differ materially from those expressed in or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements made or incorporated by reference in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein, which speak only as of the date they were made. We do not undertake any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this prospectus supplement or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Statements preceded by, followed by or that otherwise include the words “anticipates,” “appears,” “assumes,” “believes,” “can,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “foresees,” “goals,” “intends,” “likely,” “objective,” “plans,” “projects,” “target,” “trend,” “remains,” and similar expressions or future or conditional verbs such as “could,” “may,” “might,” “should,” “will,” or “would” are intended to identify forward-looking statements, but these words are not the exclusive means of identifying forward-looking statements.

As set forth more fully under “Part I, Item 1A. Risk Factors” and “Part I, Item 3. Legal Proceedings” in OMH’s and OMFC’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and under “Part II, Item 1. Legal Proceedings” and “Part II, Item 1A. Risk Factors” in OMH’s and OMFC’s combined Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, which are incorporated by reference herein, important factors that could cause actual results, performance or achievements to differ materially from those expressed in or implied by forward-looking statements include, without limitation, the following:

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. You should specifically consider the factors identified or incorporated by reference in this prospectus supplement and the accompanying prospectus that could cause actual results to differ before making an investment decision to purchase our securities and should not place undue reliance on any of our forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

In addition to the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the matters addressed under “Forward-Looking Statements,” you should carefully consider the following risks before investing in the notes. You should also read the risk factors and other cautionary statements, including those described under the sections entitled “Risk Factors” and “Legal Proceedings” in OMH’s and OMFC’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and OMH’s and OMFC’s combined Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below and incorporated by reference in this prospectus supplement and the accompanying prospectus, any of which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, are not the only risks we face. We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, liquidity, results of operations and prospects.

Our ability to make scheduled payments or to refinance our debt obligations, including the notes offered hereby, depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions, which may deteriorate in the future, and to certain financial, business and other factors beyond our control.

At June 30, 2025, after giving effect to (i) this offering and (ii) the OMFC Net Debt Increase, OMH and OMFC would each have approximately $1.5 billion of cash and cash equivalents, respectively. See “OMH Capitalization” and “OMFC Capitalization.” During the six months ended June 30, 2025, OMH and OMFC each generated net income of $380 million, respectively. During the year ended December 31, 2024, OMH and OMFC each generated net income of $509 million, respectively. OMH’s net cash inflows from operating and investing activities totaled $95 million for the six months ended June 30, 2025, and OMH’s net cash outflows from operating and investing activities totaled $567 million for the year ended December 31, 2024. OMFC’s net cash inflows from operating and investing activities totaled $94 million for the six months ended June 30, 2025, and OMFC’s net cash outflows from operating and investing activities totaled $567 million for the year ended December 31, 2024. We intend to support our liquidity position by pursuing additional debt financings (including new securitizations and new debt issuances, debt refinancing transactions and standby funding facilities), or a combination of the foregoing.

We cannot give any assurance that we would be able to take any of these actions, that these actions would be successful even if undertaken, that these actions would permit us to meet our scheduled debt obligations, or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of sufficient cash resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt and other obligations.

Further, our ability to refinance our debt on attractive terms or at all, as well as the timing of any refinancings, depends upon a number of factors over which we have little or no control, including general economic conditions, such as unemployment levels, housing markets and interest rates, disruptions in the financial markets, the market’s view of the quality, value, and liquidity of our assets, our current and potential future earnings and cash flows, and our credit ratings. In addition, any financing, particularly any securitization, that is reviewed by a rating agency is subject to the rating agency’s view of the quality and value of any assets supporting such financing, our processes to generate cash flows from, and monitor the status of, such assets, and changes in the methodology used by the rating agencies to review and rate the applicable financing. This process may require significant time and effort to complete and may not result in a favorable rating or any rating at all, which could reduce the effectiveness of such financing or render it unexecutable.

If we cannot make scheduled payments on our debt, we will be in default and as a result our debt holders could declare all outstanding principal and interest to be due and payable, which could also result in an event of default and declaration of acceleration under certain of our other debt agreements.

We currently have a significant amount of indebtedness. As of June 30, 2025, after giving effect to (i) this offering and (ii) the OMFC Net Debt Increase, OMH and its subsidiaries would have had approximately $22.9 billion aggregate principal amount of total indebtedness outstanding, and the notes and the guarantee by OMH of the notes being offered hereby would have ranked equally with approximately $9.4 billion aggregate principal amount of unsubordinated indebtedness.

The amount of indebtedness could have important consequences, including the following:

In addition, meeting our anticipated liquidity requirements is contingent upon our continued compliance with our existing debt agreements. An event of default or declaration of acceleration under one of our existing debt agreements could also result in an event of default and declaration of acceleration under certain of our other existing debt agreements. Such an acceleration of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern.

Furthermore, our existing debt agreements do not restrict us from incurring significant additional indebtedness. If our debt obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, the consequences described above could be magnified.

There can be no assurance that we will be able to repay or refinance our debt in the future, including the debt of OneMain.

The indenture governing the notes, among other things, does not:

Furthermore, we are subject to periodic review by independent credit rating agencies. An increase in the level of our outstanding indebtedness, or other events that could have an adverse impact on our business, properties, financial condition, results of operations or prospects, may cause the rating agencies to downgrade our debt credit rating generally, and the ratings on the notes, which could adversely impact the trading prices for, or the liquidity of, the notes. Any such downgrade could also adversely affect our cost of borrowing, limit our access to the capital markets or result in more restrictive covenants in future debt agreements.

We have the right to redeem some or all of the notes prior to maturity, as described under “Description of the Notes—Optional Redemption.” We may redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.

The credit ratings assigned to the notes may not reflect the potential impact of all risks related to trading markets, if any, for, or trading value of, your notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market, if any, for, or trading value of, your notes. Accordingly, you should consult your own financial and legal advisors as to the risks entailed by an investment in the notes and the suitability of investing in the notes in light of your particular circumstances.

The notes will not be guaranteed by any of OMFC’s subsidiaries (including OneMain). Accordingly, claims of holders of the notes will be structurally subordinated to the existing and future obligations of OMFC’s subsidiaries (including OneMain). All obligations of OMFC’s subsidiaries (including OneMain), as the case may be, will have to be satisfied before any of the assets of such entities would be available for distribution, upon a liquidation or otherwise, to OMFC.

OMFC’s subsidiaries, including OneMain, accounted for substantially all of its revenues and assets as of and for the year ended December 31, 2024 and as of and for the six months ended June 30, 2025.

The notes are unsecured and will be effectively junior to all of OMFC’s senior secured indebtedness, as well as any future secured indebtedness OMFC may incur, to the extent of the value of the assets securing such secured indebtedness. In addition, the guarantee from OMH is unsecured and will be effectively junior to any existing or future secured indebtedness of OMH to the extent of the value of the assets securing such secured indebtedness. We may also incur additional secured indebtedness in the future. Upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our property, the holders of our secured indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such secured indebtedness and to be paid in full from the assets securing that secured indebtedness before any payment may be made with respect to the notes. In that event, because the notes will not be secured by any of our assets, it is possible that there will be no assets from which claims of holders of the notes can be satisfied or, if any assets remain, that the remaining assets will be insufficient to satisfy those claims in full

or at all. If the value of such remaining assets is less than the aggregate outstanding principal amount of the notes and all other debt ranking pari passu with the notes, we may be unable to satisfy our obligations under the notes. In addition, if we fail to meet our payment or other obligations under any secured indebtedness we have or may incur, the holders of such secured indebtedness would be entitled to foreclose on our assets securing that secured indebtedness and liquidate those assets. Accordingly, we may not have sufficient funds to pay amounts due on the notes. As a result, you may lose a portion or the entire value of your investment in the notes.

OMFC is a holding company with no direct operations. Its principal assets are the equity interests that it holds in its operating subsidiaries. As a result, it is dependent on dividends and other distributions or loans or advances from those subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of principal and interest on the notes offered hereby. OMFC’s subsidiaries may not generate sufficient cash from operations to enable OMFC to make principal and interest payments on its indebtedness, including the notes offered hereby. Furthermore, OMFC’s insurance subsidiaries are subject to policy holder protection regulations that may limit their ability to pay dividends or make loans or advances to OMFC. Moreover, payments to OMFC by its subsidiaries will be contingent upon its subsidiaries’ earnings. OMFC’s subsidiaries are permitted under the terms of OMFC’s indebtedness, including the notes offered hereby, to incur additional indebtedness that may restrict payments from those subsidiaries to OMFC. We cannot assure you that agreements governing current and future indebtedness of OMFC’s subsidiaries will permit those subsidiaries to provide OMFC with sufficient cash to fund its debt service payments.

OMFC’s subsidiaries are legally distinct from it and have no obligation, contingent or otherwise, to pay amounts due on OMFC’s debt or to make funds available to OMFC for such payment.

The notes are a new issue of securities for which there is no established public market. The underwriters have advised us that they presently intend to make a market in the notes after completion of the offering, as permitted by applicable laws and regulations. However, the underwriters are not obligated to make a market in the notes, and may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you that an active market for the notes will develop or, if developed, that it will continue. If an active trading market for the notes does not develop, the market price and liquidity of such notes may be adversely affected. The liquidity of any trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for these types of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. Historically, the market for non-investment grade debt, such as the notes, has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your notes. In addition, subsequent to their initial issuance, the notes may trade at a discount from its initial offering price depending upon prevailing interest rates, the market for similar notes, our performance or other factors.

OMFC estimates that the net proceeds from the sale of the notes offered pursuant to this prospectus supplement will be approximately $493 million, after deducting the underwriting discount and estimated expenses of this offering.

OMFC intends to use all of the net proceeds from this offering for general corporate purposes, which may include debt repurchases or repayments.

The following table sets forth the consolidated capitalization of OMH and its subsidiaries as of June 30, 2025:

This table should be read in conjunction with OMH’s audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in OMH’s and OMFC’s combined Annual Report on Form 10-K for the year ended December 31, 2024, and OMH’s unaudited condensed consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in OMH’s and OMFC’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, each of which is incorporated by reference herein.

The following table sets forth the consolidated capitalization of OMFC and its subsidiaries as of June 30, 2025:

This table should be read in conjunction with OMFC’s audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in OMH’s and OMFC’s combined Annual Report on Form 10-K for the year ended December 31, 2024, and OMFC’s unaudited condensed consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in OMH’s and OMFC’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, each of which is incorporated by reference herein.

Set forth below is a description of the material other indebtedness of OMFC and its subsidiaries (including OneMain), other than securitization debt. As of June 30, 2025, after giving effect to the OMFC Net Debt Increase, OMFC’s subsidiaries (including OneMain) had approximately $12.7 billion aggregate principal amount of securitization debt, private secured term debt outstanding and borrowings under revolving conduit facilities and credit card revolving VFN facilities. For a description of OMFC’s securitization debt, see Note 10 of the notes to the consolidated financial statements and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in OMH’s and OMFC’s combined Annual Report on Form 10-K for the year ended December 31, 2024 and Note 7 of the notes to the unaudited condensed consolidated financial statements and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in OMH’s and OMFC’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, each of which is incorporated by reference herein.

As of June 30, 2025, OMFC and its subsidiaries were party to 17 revolving conduit facilities with a total maximum borrowing capacity of $6.0 billion. On July 31, 2025, a subsidiary of OMFC entered into a new revolving conduit facility that provides for $400 million of additional undrawn committed capacity. As of August 31, 2025, $326 million was drawn under the revolving conduit facilities. A description of the material terms of the revolving conduit facilities is set forth in Note 10 of the notes to the consolidated financial statements and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in OMH’s and OMFC’s combined Annual Report on Form 10-K for the year ended December 31, 2024 and Note 7 of the notes to the unaudited condensed consolidated financial statements and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in OMH’s and OMFC’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, each of which is incorporated by reference herein.

OMFC and its subsidiaries are party to two credit card revolving VFN facilities with a total maximum borrowing capacity of $400 million as of June 30, 2025. As of June 30, 2025, no amounts were drawn under the credit card revolving VFN facilities and we had $432 million of credit card principal balances held in OneMain Financial Credit Card Trust for our credit card revolving VFN facilities.

On October 25, 2021, OMFC entered into an unsecured corporate revolver with a total maximum borrowing capacity (as increased on June 15, 2022) of $1.3 billion. During the third quarter of 2024, OMFC amended the revolver to extend its term to September 6, 2029 and decreased the total maximum borrowing capacity of the revolver to $1.1 billion. The corporate revolver has a five-year term during which draws and repayments may occur. The corporate revolver is fully and unconditionally guaranteed by OMH. Any outstanding principal balance is due and payable on September 6, 2029. As of June 30, 2025, no amounts were drawn under this facility.

On May 11, 2018, OMFC issued $900 million aggregate principal amount of 7.125% Senior Notes due 2026, and on August 10, 2018, OMFC issued $700 million aggregate principal amount of additional 7.125% Senior Notes due 2026 (collectively, the “7.125% Notes”), in each case under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a sixth supplemental indenture, dated as of May 11, 2018, among OMFC, OMH as guarantor and Wilmington Trust, National Association, as trustee. As of June 30, 2025, the remaining principal amount due at maturity was $424 million.

The 7.125% Notes mature on March 15, 2026, and bear interest at a rate of 7.125% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 7.125% Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The 7.125% Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part at a “make-whole” redemption price specified in the indenture governing the 7.125% Notes. The 7.125% Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the 7.125% Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On May 9, 2019, OMFC issued $800 million aggregate principal amount of 6.625% Senior Notes due 2028 (the “May 2019 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by an eighth supplemental indenture, dated as of May 9, 2019, among OMFC, OMH and Wilmington Trust, National Association, as trustee, and OMH as guarantor. As of June 30, 2025, the remaining principal amount due at maturity was $750 million.

The May 2019 Notes mature on January 15, 2028, and bear interest at a rate of 6.625% per annum, payable semiannually in arrears on January 15 and July 15 of each year. The May 2019 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The May 2019 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to July 15, 2027 (six months prior to the maturity date of the notes), at a “make-whole” redemption price specified in the indenture governing the May 2019 Notes and (2) on and after July 15, 2027 (six months prior to the maturity date of the notes), at a redemption price equal to 100% of the principal amount of the notes being redeemed, in each case plus accrued and unpaid interest on the principal amount of the May 2019 Notes to, but not including, the redemption date. The May 2019 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the May 2019 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On November 7, 2019, OMFC issued $750 million aggregate principal amount of 5.375% Senior Notes due 2029 (the “November 2019 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a ninth supplemental indenture, dated as of November 7, 2019, among OMFC, OMH and Wilmington Trust, National Association, as trustee, and OMH as guarantor. As of June 30, 2025, the remaining principal amount due at maturity was $740 million.

The November 2019 Notes mature on November 15, 2029, and bear interest at a rate of 5.375% per annum, payable semiannually in arrears on May 15 and November 15 of each year. The November 2019 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The November 2019 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to May 15, 2029 (six months prior to the maturity date of the notes), at a “make-whole” redemption price specified in the indenture governing the November 2019 Notes and (2) on and after May 15, 2029 (six months prior to the maturity date of the notes), at a redemption price equal to 100% of the principal amount of the notes being redeemed, in each case plus accrued and unpaid interest on the principal amount of the November 2019 Notes to, but not including, the redemption date. The November 2019 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the November 2019 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On December 17, 2020, OMFC issued a total of $850 million aggregate principal amount of 4.000% Senior Notes due 2030 (the “December 2020 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by an eleventh supplemental indenture, dated as of December 10, 2020 (the “eleventh supplemental indenture”), among OMFC, OMH and Wilmington Trust, National Association, as trustee, and OMH as guarantor. As of June 30, 2025, the remaining principal amount due at maturity was $842 million.

The December 2020 Notes will mature on September 15, 2030, and bear interest at a rate of 4.000% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The December 2020 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The December 2020 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to September 15, 2025, at a “make-whole” redemption price specified in the indenture governing the December 2020 Notes and (2) on and after September 15, 2025, at the applicable redemption prices set forth in the eleventh supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the December 2020 Notes to, but not including, the redemption date. The December 2020 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the December 2020 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On June 22, 2021, OMFC issued its inaugural social bond for a total of $750 million aggregate principal amount of 3.500% Senior Notes due 2027 (the “2021 Social Bond”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a twelfth supplemental indenture, dated as of June 22, 2021 (the “twelfth supplemental indenture”), among OMFC, OMH and Wilmington Trust, National Association, as trustee, and OMH as guarantor. We allocated an amount equivalent to the net proceeds of the 2021 Social Bond offering to finance or refinance, in part or in full, a portfolio of new or existing loans that met the eligibility criteria of our June 2021 Social Bond Framework. At least 75% of the loans funded by the 2021 Social Bond were allocated to women and/or minority borrowers as outlined in our June 2021 Social Bond Framework, which is available on our Investor Relations website. As of June 30, 2025, the remaining principal amount due at maturity was $750 million.

The 2021 Social Bond will mature on January 15, 2027, and bear interest at a rate of 3.500% per annum, payable semiannually in arrears on January 15 and July 15 of each year. The 2021 Social Bond is unsecured and ranks equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The 2021 Social Bond may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to January 15, 2024, at a “make-whole” redemption price specified in the indenture governing the 2021 Social Bond and (2) on and after January 15, 2024, at the applicable redemption prices set forth in the twelfth supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the 2021 Social Bond to, but not including, the redemption date. The 2021 Social Bond does not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the 2021 Social Bond are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On August 11, 2021, OMFC issued $600 million aggregate principal amount of 3.875% Senior Notes due 2028 (the “August 2021 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a thirteenth supplemental indenture, dated as of August 11, 2021 (the “thirteenth supplemental indenture”), among OMFC, OMH as guarantor and Wilmington Trust, National Association, as trustee. As of June 30, 2025, the remaining principal amount due at maturity was $600 million.

The August 2021 Notes mature on September 15, 2028, and bear interest at a rate of 3.875% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The August 2021 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The August 2021 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to September 15, 2024, at a “make-whole” redemption price specified in the indenture governing the August 2021 Notes and (2) on and after September 15, 2024, at the applicable redemption prices set forth in the thirteenth supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the August 2021 Notes to, but not including, the redemption date. The August 2021 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the August 2021 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On December 13, 2023, OMFC issued $700 million aggregate principal amount of 7.875% Senior Notes due 2030 (the “December 2023 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a sixteenth supplemental indenture, dated as of December 13, 2023 (the “sixteenth supplemental indenture”), among OMFC, OMH, as guarantor, and HSBC Bank USA, National Association as series trustee. As of June 30, 2025, the remaining principal amount due at maturity was $700 million.

The December 2023 Notes mature on March 15, 2030, and bear interest at a rate of 7.875% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The December 2023 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The December 2023 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to December 15, 2026, at a “make-whole” redemption price specified in the indenture governing the December 2023 Notes and (2) on or after December 15, 2026, at the applicable redemption prices set forth in the sixteenth supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the December 2023 Notes to, but not including, the redemption date. The December 2023 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the December 2023 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On May 22, 2024, OMFC issued $750 million aggregate principal amount of 7.500% Senior Notes due 2031 (the “May 2024 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a seventeenth supplemental indenture, dated as of May 22, 2024 (the “seventeenth supplemental indenture”), among OMFC, OMH, as guarantor, and HSBC Bank USA, National Association as series trustee. As of June 30, 2025, the remaining principal amount due at maturity was $750 million.

The May 2024 Notes mature on May 15, 2031, and bear interest at a rate of 7.500% per annum, payable semiannually in arrears on May 15 and November 15 of each year. The May 2024 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The May 2024 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to May 15, 2027, at a “make-whole” redemption price specified in the indenture governing the May 2024 Notes and (2) on or after May 15, 2027, at the applicable redemption prices set forth in the seventeenth supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the May 2024 Notes to, but not including, the redemption date. The May 2024 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the May 2024 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On August 19, 2024, OMFC issued a social bond for a total of $750 million aggregate principal amount of 7.125% Senior Notes due 2031 (the “2024 Social Bond”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by an eighteenth supplemental indenture, dated as of August 19, 2024 (the “eighteenth supplemental indenture”), among OMFC, OMH, as guarantor, and HSBC Bank USA, National Association, as series trustee. OMFC intends to allocate an amount equivalent to the net proceeds of the 2024 Social Bond offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of our August 2024 Social Bond Framework. As of June 30, 2025, the remaining principal amount due at maturity was $750 million.

The 2024 Social Bond will mature on November 15, 2031, and bear interest at a rate of 7.125% per annum, payable semiannually in arrears on May 15 and November 15 of each year. The 2024 Social Bond is unsecured and ranks equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The 2024 Social Bond may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to August 15, 2027, at a “make-whole” redemption price specified in the indenture governing the

2024 Social Bond and (2) on and after August 15, 2027, at the applicable redemption prices set forth in the eighteenth supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the 2024 Social Bond to, but not including, the redemption date. The 2024 Social Bond does not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the 2024 Social Bond are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On November 4, 2024, OMFC issued $900 million aggregate principal amount of 6.625% Senior Notes due 2029 (the “November 2024 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a nineteenth supplemental indenture, dated as of November 4, 2024 , among OMFC, OMH, as guarantor, and HSBC Bank USA, National Association as series trustee. As of June 30, 2025, the remaining principal amount due at maturity was $900 million.

The November 2024 Notes mature on May 15, 2029, and bear interest at a rate of 6.625% per annum, payable semiannually in arrears on May 15 and November 15 of each year. The November 2024 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The November 2024 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to November 15, 2028, at a “make-whole” redemption price specified in the indenture governing the November 2024 Notes and (2) on or after November 15, 2028, at a redemption price equal to 100% of the principal amount of the notes being redeemed, in each case plus accrued and unpaid interest on the principal amount of the November 2024 Notes to, but not including, the redemption date. The November 2024 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the November 2024 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On March 13, 2025, OMFC issued $600 million aggregate principal amount of 6.750% Senior Notes due 2032 (the “March 2025 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a twentieth supplemental indenture, dated as of March 13, 2025 (the “twentieth supplemental indenture”), among OMFC, OMH, as guarantor, and HSBC Bank USA, National Association as series trustee. As of June 30, 2025, the remaining principal amount due at maturity was $600 million.

The March 2025 Notes mature on March 15, 2032, and bear interest at a rate of 6.750% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The March 2025 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The March 2025 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to March 15, 2028, at a “make-whole” redemption price specified in the twentieth supplemental indenture and (2) on or after March 15, 2028, at the applicable redemption prices set forth in the twentieth supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the March 2025 Notes to, but not including, the redemption date. The March 2025 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the March 2025 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On June 11, 2025, OMFC issued $800 million aggregate principal amount of 7.125% Senior Notes due 2032 (the “June 2025 Notes”) under an indenture, dated as of December 3, 2014, among OMFC, OMH and Wilmington Trust, National Association, as trustee, as supplemented by a twenty-first supplemental indenture, dated as of June 11, 2025 (the “twenty-first supplemental indenture”), among OMFC, OMH, as guarantor, and HSBC Bank USA, National Association as series trustee. As of June 30, 2025, the remaining principal amount due at maturity was $800 million.

The June 2025 Notes mature on September 15, 2032, and bear interest at a rate of 7.125% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The June 2025 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The June 2025 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to June 15, 2028, at a “make-whole” redemption price specified in the twenty-first supplemental indenture and (2) on or after June 15, 2028, at the applicable redemption prices set forth in the twenty-first supplemental indenture, in each case plus accrued and unpaid interest on the principal amount of the June 2025 Notes to, but not including, the redemption date. The June 2025 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the June 2025 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On August 12, 2025, OMFC issued $750 million aggregate principal amount of 6.125% Senior Notes due 2030 (the “August 2025 Notes”) under an indenture, dated as of December 3, 2014, as supplemented by a twenty-second supplemental indenture, dated as of August 12, 2025, among OMFC, OMH, as guarantor, and Wilmington Trust, National Association, as trustee. As of August 31, 2025, the remaining principal amount due at maturity was $750 million.

The August 2025 Notes mature on May 15, 2030, and bear interest at a rate of 6.125% per annum, payable semiannually in arrears on May 15 and November 15 of each year. The August 2025 Notes are unsecured and rank equally in right of payment with all of OMFC’s other unsubordinated indebtedness.

The August 2025 Notes may be redeemed at any time and from time to time, at the option of OMFC, in whole or in part (1) prior to November 15, 2029, at a “make-whole” redemption price specified in the indenture governing the August 2025 Notes and (2) on or after November 15, 2029, at a redemption price equal to 100% of the principal amount of the notes being redeemed, in each case plus accrued and unpaid interest on the principal amount of the August 2025 Notes to, but not including, the redemption date. The August 2025 Notes do not have the benefit of any sinking fund.

The covenants and events of default in the indenture governing the August 2025 Notes are substantially the same as those in the indenture under which the notes offered hereby will be issued. See “Description of the Notes.”

On April 25, 2022, OMFC entered into a $350 million private secured term funding collateralized by our personal loans. At June 30, 2025, the maximum borrowing capacity of $350 million was outstanding under the private secured term funding facility. Principal payments on any outstanding balances are not required until after October 2027 followed by a subsequent amortization period, which upon expiration the outstanding principal amount is due and payable.

As of June 30, 2025, OMFC had $350 million aggregate principal amount of a 60-year junior subordinated debenture (the “debenture”) outstanding under an indenture dated January 22, 2007 (the “Junior Subordinated Indenture”), by and between OMFC and Deutsche Bank Trust Company, as trustee. The debenture beared interest at a variable floating rate in relation to the 3-month LIBOR rate. ICE Benchmark Administration and the Financial Conduct Authority announced that the publication of the most commonly used USD LIBOR settings has ceased to be provided after June 30, 2023. Effective in July 2023, the debenture transitioned from a LIBOR-based interest rate to a SOFR-based interest rate in accordance with the statutory framework provided by the Adjustable Interest Rate (LIBOR) Act, enacted in March 2022, and the rules adopted in December 2022 by the Board of Governors of the Federal Reserve System. The replacement rate is 3-month CME Term SOFR plus a spread adjustment of 0.26% plus 1.75%, or 6.27% as of June 30, 2025. OMFC can redeem the debentures at par beginning in January 2017. On December 30, 2013, OMH entered into a guaranty agreement whereby it agreed to fully and unconditionally guarantee, on a junior subordinated basis, the payment of principal of, premium (if any), and interest on the debenture.

The Junior Subordinated Indenture restricts OMFC’s ability to sell or convey all or substantially all of its assets, unless the transferee assumes OMFC’s obligations and covenants under the Junior Subordinated Indenture. The Junior Subordinated Indenture provides for customary events of default, including: payment defaults; bankruptcy and insolvency; and upon admission by OMFC in writing of its inability to pay its debts generally as they become due or that it has taken corporate action with regard to the commencement of voluntary bankruptcy or insolvency

proceedings. In the case of an event of default arising from certain events of bankruptcy or insolvency, the outstanding debenture will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding debenture may declare the debenture to be due and payable immediately.

Pursuant to the terms of the debenture, OMFC, upon the occurrence of a mandatory trigger event, is required to defer interest payments to the holders of the debenture (and not make dividend payments to OMH) unless OMFC obtains non-debt capital funding in an amount equal to all accrued and unpaid interest on the debenture otherwise payable on the next interest payment date and pays such amount to the holders of the debenture. A mandatory trigger event occurs if OMFC’s (i) tangible equity to tangible managed assets is less than 5.5% or (ii) average fixed charge ratio is not more than 1.10x for the trailing four quarters (where the fixed charge ratio equals earnings excluding income taxes, interest expense, extraordinary items, goodwill impairment, and any amounts related to discontinued operations, divided by the sum of interest expense and any preferred dividends).

Based upon OMFC’s financial results for the quarter ended June 30, 2025, a mandatory trigger event did not occur with respect to the July of 2025 interest payment, as OMFC was in compliance with both required ratios discussed above.

We will issue the notes under the indenture (the “base indenture”) referred to in the accompanying prospectus, among OMFC, OMH and Wilmington Trust, National Association, as trustee (the “Trustee”), and a supplemental indenture thereto establishing the terms of the notes (the “supplemental indenture”). The following description of particular terms of the notes supplements the more general description of the debt securities contained in the accompanying prospectus. If there are any inconsistencies between the information in this section and the information in the accompanying prospectus, the information in this section controls. You should read this section together with the section entitled “Description of Debt Securities” in the accompanying prospectus.

Together with the “Description of Debt Securities” in the accompanying prospectus, the following description provides a summary of the material provisions of the notes and the indenture, as supplemented by the supplemental indenture, and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the notes and the indenture, as supplemented by the supplemental indenture, including the definitions of certain terms used therein. You may request a copy of the base indenture and the supplemental indenture from us as set forth in “Where You Can Find More Information.” We urge you to read the base indenture, as supplemented by the supplemental indenture (including the form of note contained therein), because it, and not this description, defines your rights as a holder of the notes.

You can find the definitions of some of the terms used in this “Description of the Notes” section below under the caption “—Certain Definitions.” For purposes of this “Description of the Notes” section, references to “the Company,” “OMFC,” “we,” “us,” and “our” include only OneMain Finance Corporation, and not its Subsidiaries, and references to “OMH” include only OneMain Holdings, Inc., and not its subsidiaries, and references to the “indenture” refer to the base indenture together with the supplemental indenture. Certain defined terms used in this “Description of the Notes” section but not defined herein have the meanings assigned to them in the indenture.

We have summarized selected terms and provisions of the indenture. We urge you to read the indenture because it, and not this description, defines your rights. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The following summary of the material provisions of the indenture and the notes is not complete and is subject to, and is qualified in its entirety by reference to, all provisions of the indenture. If you would like more information on any of these provisions, you should read the relevant sections of the indenture.

The notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of $2,000 principal amount and integral multiples of $1,000 above that amount. The notes will be issued in the form of global notes. Global notes will be registered in the name of a nominee of DTC, New York, New York, as described under “Book-Entry Settlement and Clearance.”

The Company will issue the notes in an initial aggregate principal amount of $500 million. Additional notes (“Additional Notes”) may be issued from time to time. The notes and any Additional Notes subsequently issued will be treated as a single class for all purposes under the indenture, including, without limitation, for purposes of voting (including for waivers or amendments) and redemptions. The notes and any Additional Notes will be substantially identical other than with respect to the date of issuance, issue price and first interest payment date. Unless the context otherwise requires, for all purposes of the indenture and this “Description of the Notes,” references to notes include any Additional Notes actually issued. If any Additional Notes are not fungible with the notes for U.S. federal income tax purposes, such Additional Notes shall have a separate CUSIP number or numbers and may be represented by a different global note or global notes. The notes will mature on    , 2033.

The notes will be denominated in U.S. dollars and all payments of principal, premium (if any) and interest thereon will be paid in U.S. dollars.

The notes will bear interest at a rate of   % per year and interest with respect to the notes will be payable semiannually, in cash in arrears, on     and     of each year, beginning on    , 2026, to the persons in whose names the notes are registered at the close of business on the     and      immediately preceding such interest payment date. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months.

Interest on the notes will accrue from and including the date the notes are issued (the “issue date”) or from and including the most recent interest payment date (whether or not such interest payment date was a business day) for which interest has been paid or provided for but excluding the relevant interest payment date.

If an interest payment date falls on a day that is not a business day, the interest payment will be postponed to the next succeeding business day, with the same force and effect as if made on the date such payment was due, and no interest will accrue as a result of such delay.

If a holder has given wire transfer instructions to the Company, the Company will make all principal, premium, if any, and interest payments on such holder’s notes in accordance with those instructions. All other payments on these notes will be made at the office or agency of the paying agent and registrar unless the Company elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

The Trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders.

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the indenture.

The registered holder of a note will be treated as the owner of it for all purposes.

OMH will fully and unconditionally guarantee the payment of principal of, premium (if any), and interest on the notes on a senior unsecured basis (the “Parent Guaranty”).

The Parent Guaranty will be a continuing guaranty with respect to the notes and shall:

The Parent Guaranty will be automatically released upon any of:

The notes will be the Company’s senior unsecured obligations. The notes will rank equally in right of payment with all of the Company’s other existing and future unsubordinated indebtedness from time to time outstanding, will be effectively subordinated to all of the Company’s secured obligations to the extent of the value of the assets securing such obligations, will be structurally subordinated to all existing and future liabilities of the Company’s Subsidiaries (including OneMain), and will rank senior in right of payment to all existing and future subordinated indebtedness of the Company. As of June 30, 2025, after giving effect to (i) this offering and (ii) the OMFC Net Debt Increase, the Company and its Subsidiaries would have had approximately $22.9 billion aggregate principal amount of total indebtedness outstanding, and the notes being offered hereby (a) would have ranked equally with approximately $9.4 billion aggregate principal amount of the Company’s unsubordinated indebtedness, (b) would have been

structurally subordinated to approximately $12.7 billion aggregate principal amount of indebtedness (including securitizations, private secured term funding and borrowings under revolving conduit facilities and credit card revolving VFN facilities) of the Company’s Subsidiaries (including OneMain) and (c) would have ranked senior in right of payment to $350 million aggregate principal amount of the Company’s subordinated indebtedness. As of June 30, 2025, the Company also had $1.1 billion of undrawn availability under the Company’s unsecured corporate revolver, all of which, if borrowed, would rank equally in right of payment with the notes.

The Parent Guaranty will be OMH’s senior unsecured obligation. The guarantee of the notes will rank equally in right of payment with all of OMH’s other existing and future unsubordinated indebtedness from time to time outstanding, will be effectively subordinated to all of OMH’s secured obligations to the extent of the value of the assets securing such obligations, will be structurally subordinated to all existing and future liabilities of OMH’s subsidiaries (other than the Company), and will rank senior in right of payment to all existing and future subordinated indebtedness of OMH. As of June 30, 2025, OMH had no secured indebtedness outstanding. As of June 30, 2025, after giving effect to (i) this offering and (ii) the OMFC Net Debt Increase, OMH and its subsidiaries would have had approximately $22.9 billion aggregate principal amount of total indebtedness outstanding, and the Parent Guaranty of the notes being offered hereby (a) would have ranked equally with approximately $9.4 billion aggregate principal amount of OMH’s unsubordinated indebtedness, (b) would have been structurally subordinated to approximately $12.7 billion of securitizations, private secured term funding and borrowings under the revolving conduit facilities and credit card revolving VFN facilities, (but excluding payables and other obligations owed to OMH) of OMH’s subsidiaries (other than the Company) and (c) would have ranked senior in right of payment to $350 million aggregate principal amount of OMH’s subordinated indebtedness. As of June 30, 2025, the Company also had $1.1 billion of undrawn availability under the Company’s unsecured corporate revolver, all of which, if borrowed, would rank equally in right of payment with the Parent Guaranty.

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    , 2028, the Company 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 the applicable redemption price set forth below (expressed as a percentage of the principal amount of 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) if redeemed during the 12-month period beginning on     of each of the years indicated below:

Prior to    , 2028, the Company 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 the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the notes, if any, to, but excluding, the date of redemption (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    , 2028, the Company will be entitled at its option on one or more occasions to redeem the notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the notes (including any Additional Notes) originally issued prior to the applicable redemption date at a redemption price (expressed as a percentage of the principal amount of the notes to be redeemed) of   %, plus accrued and unpaid interest on the notes, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Qualified Equity Offerings; provided, however, that:

Any redemption notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent, including completion of an equity offering or other corporate transaction. In addition, if such redemption is subject to satisfaction or waiver of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed.

The Company, pursuant to Section 314(a) of the TIA, will be required to file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or, if the Company is not required to file information, documents or reports pursuant to either of such Sections, then to file with the Trustee and the SEC, in accordance with the rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which would be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. The Company, pursuant to Section 314(a) of the TIA, will also be required to file with the Trustee and the SEC, in accordance with the rules and regulations prescribed from time to time by the SEC, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants provided for in the indenture as may be required from time to time by such rules and regulations. In addition, the Company, pursuant to Section 314(a) of the TIA, will be required to transmit to the holders of the notes within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the TIA, such summaries of any information, documents and reports required to be filed by the Company pursuant to the two immediately preceding sentences as may be required by rules and regulations prescribed from time to time by the SEC.

The Company has also agreed to notify the Trustee in writing when and as the notes become admitted to trading on any national securities exchange.

If an Event of Default with respect to the notes occurs and is continuing, the Trustee or the holders of at least 30% in aggregate principal amount of the outstanding notes may declare, by notice as provided in the indenture, the principal amount of all the notes due and payable immediately. However, in the case of an Event of Default involving certain events in bankruptcy, insolvency or reorganization, acceleration will occur automatically. If all Events of Default with respect to the notes have been cured or waived, and all amounts due otherwise than because of the acceleration have been paid or deposited with the Trustee, the holders of a majority in aggregate principal amount of the outstanding notes may rescind the acceleration and its consequences.

The holders of a majority in aggregate principal amount of the notes may waive any past Default with respect to such notes, and any Event of Default arising from a past default, except in the case of (i) a Default in the payment of the principal of, or any premium or interest on, any note; or (ii) a Default in respect of a covenant or provision that cannot be amended or modified without the consent of the holder of each outstanding note.

“Event of Default” means the occurrence and continuance of any of the following events with respect to the notes:

A Default under clause (3) or (4) is not an Event of Default until the Trustee or the holders of at least 30% in aggregate principal amount of the outstanding notes notify the Company in writing of the Default, and the Company does not cure the Default within the time specified in such clause after receipt of such notice.

When a Default under clause (3) or (4) is cured or remedied within the specified period, it ceases to exist.

If an Event of Default (other than an Event of Default with respect to the Company specified in clause (5) above) occurs and is continuing, the Trustee, by written notice to the Company, or the holders of at least 30% in aggregate principal amount of the outstanding notes, by written notice to the Company and the Trustee, may declare all unpaid principal of and accrued interest on the notes then outstanding to be due and payable (the “Default Amount”). Upon a declaration of acceleration, such amount shall be due and payable immediately.

If an Event of Default with respect to the Company specified in clause (5) above occurs, the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder.

Under certain circumstances, the holders of a majority in aggregate principal amount of the notes then outstanding may rescind an acceleration with respect to such notes and its consequences.

Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each, a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default, shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an officer’s certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such officer’s certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has actual knowledge of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company provides to the Trustee an officer’s certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officer’s Certificate”), the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant, and the Trustee shall take no further action pursuant to the related Noteholder Direction until the Company provides a subsequent officer’s certificate to the Trustee that such Verification Covenant has been satisfied (a “Covenant Satisfaction Officer’s Certificate”). The Company shall promptly deliver a Covenant Satisfaction Officer’s Certificate following the satisfaction by the applicable Directing Holder of its Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs.

For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any officer’s certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder

Direction during the pendency of any litigation or following receipt of a Verification Covenant Officer’s Certificate but prior to receipt of a Covenant Satisfaction Officer’s Certificate. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction.

In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense; except to enforce the right to receive payment of principal, premium (if any) or interest (if any) when due, no holder may pursue any remedy with respect to the indenture or the notes unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) holders of at least 30% in principal amount of the outstanding notes requested the Trustee to pursue the remedy, (iii) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability.

The indenture will provide that, if a Default occurs and is continuing and is known to the Trustee, the Trustee must deliver to each holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any note, the Trustee may withhold notice if and so long as a Responsible Officer or Officers of the Trustee in good faith determines that withholding notice is in the interests of the holders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company also is required to deliver to the Trustee, within 10 days after the occurrence thereof, written notice of any event which would constitute a Default.

No director, officer, employee, incorporator or stockholder, member or limited partner of the Company or its parent companies shall have any liability for any obligations of the Company under the notes or the indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each holder, by accepting the notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes.

The Company may consolidate with, merge with or into, or sell or convey all or substantially all of its assets to any other corporation or entity if:

the indenture and an opinion of counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor entity.

The indenture may be modified or amended in respect of the notes with the consent of the holders of a majority in aggregate principal amount of the outstanding notes. However, unless each holder to be affected by the proposed change consents, no modification or amendment may:

The holders of a majority in aggregate principal amount of the outstanding notes may waive our obligation to comply with certain restrictive provisions applicable to such notes.

The indenture may be modified or amended without the consent of any holder of outstanding notes for any of the following purposes:

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder (other than the Company’s obligations to register the transfer or exchange of notes; to replace stolen, lost or mutilated notes; to maintain paying agencies; and to hold money for payment in trust), when:

In addition, the Company must deliver an officer’s certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

The Company at any time may terminate all its obligations under the notes and the indenture with respect to the notes except for certain obligations, including those respecting the Defeasance Trust (as defined below) and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. This is known as “Legal Defeasance.” The Company at any time may terminate its obligations under the covenants described under “—Limitations on Liens” above and the operation of clause (3) or (4) described under “—Events of Default, Notice and Waiver” above. This is known as “Covenant Defeasance.”

The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its Covenant Defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3) or (4) described under “—Events of Default, Notice and Waiver” above.

In order to exercise either defeasance option, the Company must irrevocably deposit in trust (the “Defeasance Trust”) with the Trustee money, Government Obligations or a combination thereof, for the payment of principal and interest (if any) on the notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivering to the Trustee an opinion of counsel to the effect that beneficial owners of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would

have been the case if such deposit and defeasance had not occurred, and, in the case of Legal Defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or change in applicable U.S. federal income tax law; provided that, in the case of Legal Defeasance only, such opinion of counsel need not be delivered if the notes have become due and payable or will mature or be redeemed within one year (and, if the notes are to be redeemed within one year, certain notice requirements are satisfied).

We and certain of our affiliates maintain banking relations with Wilmington Trust, National Association and its affiliates.

The indenture provides that there may be more than one trustee under the indenture, each with respect to one or more series of debt securities. If there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee under the indenture. Any action permitted to be taken by a trustee may be taken by such trustee only with respect to the one or more series of debt securities for which it is the trustee under the indenture. Any trustee under the indenture may resign or be removed with respect to one or more series of debt securities.

Unless we are in default, the Trustee is required to perform only those duties specifically set out in the indenture. After an Event of Default, the Trustee is required to exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. The Trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless the holder offers the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred in connection with the Trustee’s exercise of these rights or powers. The Trustee is not required to spend or risk its own funds or otherwise incur financial liability in performing its duties if the Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. The indenture contains other provisions limiting the responsibilities and liabilities of the Trustee.

The indenture and the notes will be governed by and will be construed in accordance with the laws of the State of New York.

“Applicable Premium” means, with respect to any note on any date of redemption, the greater of:

The Company shall calculate the Applicable Premium and the Trustee shall have no responsibility to verify such amount.

The term “Affiliate,” with respect to any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Capital Stock” means:

“Consolidated Net Tangible Assets” means the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset amounts under generally accepted accounting principles) which under generally accepted accounting principles would be included on a balance sheet of the Company and its Subsidiaries, after deducting therefrom (i) all liability items except indebtedness (whether incurred, assumed or guaranteed) for borrowed money maturing by its terms more than one year from the date of creation thereof or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of creation thereof and reserves for deferred income taxes and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, which in each case would be so included on such balance sheet.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the notes and/or the creditworthiness of the Company or OMH (the “Performance References”).

“Disqualified Capital Stock” means any Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed or repurchased, other than as a result of a change of control or asset sale, prior to the date that is 91 days after the final Stated Maturity of the notes, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, at any time prior to the date that is 91 days after the final Stated Maturity of the notes, or is convertible into or exchangeable for debt securities at any time prior to the date that is 91 days after the final Stated Maturity of the notes; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Company, OMH or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Company, OMH or their respective Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Government Obligations,” with respect to any note, means (i) direct obligations of the United States where the timely payment or payments thereunder are supported by the full faith and credit of the United States or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt.

“Indebtedness” means all obligations which in accordance with generally accepted accounting principles would be classified upon a balance sheet as liabilities, including, without limitation, by the enumeration thereof, obligations arising through direct or indirect guarantees (including agreements, contingent or otherwise, to purchase Indebtedness or to purchase property or services for the primary purpose of enabling the payment of Indebtedness or assuring the owner of Indebtedness against loss) or through agreements, contingent or otherwise, to supply or advance funds for

the payment or purchase of Indebtedness of others; provided, however, that in determining Indebtedness of any Person, there shall not be included rental obligations under any lease of such Person, whether or not such rental obligations would, under generally accepted accounting principles, be required to be shown on the balance sheet of such Person as a liability item.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Maturity,” when used with respect to any note, means the date on which the principal of such note becomes due and payable as provided in the notes and the indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise, and includes any redemption date.

“Mortgage” means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

“Net Short” means, with respect to a holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company or OMH immediately prior to such date of determination.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Qualified Equity Offering” means any private or public issuance or sale by the Company or OMH of its Capital Stock (other than Disqualified Capital Stock), or options, warrants or rights with respect to such Capital Stock, for cash. Notwithstanding the foregoing, the term “Qualified Equity Offering” shall not include:

“Screened Affiliate” means any Affiliate of a holder (i) that makes investment decisions independently from such holder and any other Affiliate of such holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder and any other Affiliate of such holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company, OMH or their respective Subsidiaries, (iii) whose investment policies are not directed by such holder or any other Affiliate of such holder that is acting in concert with such holder in connection with its investment in the notes, and (iv) whose investment decisions are not influenced by the investment decisions of such holder or any other Affiliate of such holder that is acting in concert with such holders in connection with its investment in the notes.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Stated Maturity,” when used with respect to any note or any installment of principal thereof or any premium or interest thereon, means the fixed date on which the principal of such note or such installment of principal or premium or interest is due and payable.

“Subsidiary” means any corporation of which at the time of determination the Company and/or one or more Subsidiaries owns or controls directly or indirectly more than 50% of the total voting power of shares of stock or other equity interests having general voting power under ordinary circumstances (without regard to the occurrence of any contingency) and entitled to vote in the election of directors, managers or trustees of such corporation.

“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    , 2028; provided, however, that if the period from the redemption date to    , 2028 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.

“Wholly owned,” when used with reference to a Subsidiary, means a Subsidiary of which all of the outstanding capital stock (except directors’ qualifying shares) is owned by the Company and/or one or more wholly owned Subsidiaries.

Except as set forth below, notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof (the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee, as custodian for DTC, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “Individual Securities.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Individual Securities (as defined below).

OMFC expects that, pursuant to the Applicable Procedures (as defined below) established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary (“participants”) and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). As used herein, “Applicable Procedures” means, with respect to any transfer, exchange or other activity of DTC, Euroclear and Clearstream on behalf of or for beneficial interests in any Global Note, the rules and procedures of DTC, Euroclear and Clearstream that apply to such transfer, exchange or other activity. Such accounts initially will be designated by or on behalf of the underwriters and ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system.

So long as DTC or its nominee is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with the Applicable Procedures, in addition to those provided for under the indenture with respect to the notes.

Payments of the principal of, and premium (if any) and interest (including additional interest, if any) on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither OMFC, the Trustee nor any of its agents, nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

OMFC expects that DTC or its nominee, upon receipt of any payment of principal of, and premium (if any) and interest (including additional interest, if any) on, the Global Notes, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. OMFC also expects that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers, registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same-day funds. If a holder requires physical delivery of an Individual Security for any reason, including to sell notes to persons in states that require physical delivery of the notes, or to pledge such securities, such holder must transfer its interest in a Global Note, in accordance with the Applicable Procedures and with the procedures set forth in the indenture.

DTC has advised OMFC that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate

principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the indenture, DTC has advised OMFC that it will exchange the applicable Global Notes for Individual Securities, which it will distribute to its participants.

DTC has advised OMFC as follows: DTC is a limited-purpose trust company organized under New York banking law, a “banking organization” within the meaning of the New York banking law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants’ accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither OMFC nor the Trustee or any of its agents will have any responsibility for the performance by DTC or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Clearstream. Clearstream Banking S.A. (“Clearstream”) is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream Participants are financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.

Distributions with respect to beneficial interests in Global Notes held through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures to the extent received by DTC for Clearstream.

Euroclear. The Euroclear System (“Euroclear”) was created to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Although Clearstream and Euroclear have agreed to the procedures described below in order to facilitate transfers of interests in the Global Notes, they are under no obligation to perform these procedures, and these procedures may be modified or discontinued at any time. Neither we nor the Trustee or its agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

Links have been established among DTC, Clearstream and Euroclear to facilitate the initial issuance of the notes sold outside of the United States and cross-market transfers of the notes associated with secondary market trading.

Clearstream and Euroclear will record the ownership interests of their participants in much the same way as DTC, and DTC will record the total ownership of each of the U.S. agents of Clearstream and Euroclear, as participants in DTC. When beneficial interests in Global Notes are to be transferred from the account of a DTC participant to the account of a Clearstream Participant or a Euroclear Participant, the purchaser must send instructions to Clearstream or Euroclear through a participant at least one day prior to settlement. Clearstream or Euroclear, as the case may be, will instruct its U.S. agent to receive beneficial interests in Global Notes against payment. After settlement, Clearstream or Euroclear will credit its participant’s account. Credit for beneficial interests in Global Notes will appear on the next day (European time).

Because settlement is taking place during New York business hours, DTC participants will be able to employ their usual procedures for sending beneficial interests in Global Notes to the relevant U.S. agent acting for the benefit of Clearstream or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. As a result, to the DTC participant, a cross-market transaction will settle no differently than a trade between two DTC participants.

When a Clearstream or Euroclear participant wishes to transfer beneficial interests in Global Notes to a DTC participant, the seller will be required to send instructions to Clearstream or Euroclear through a Clearstream or Euroclear participant at least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct its U.S. agent to transfer these beneficial interests in Global Notes against payment for them. The payment will then be reflected in the account of the Clearstream or Euroclear participant the following day, with the proceeds back valued to the value date, which would be the preceding day, when settlement occurs in New York. If settlement is not completed on the intended value date, that is, the trade fails, proceeds credited to the Clearstream or Euroclear participant’s account will instead be valued as of the actual settlement date.

You should be aware that you will only be able to make and receive deliveries, payments and other communications involving beneficial interests in Global Notes through Clearstream and Euroclear on the days when those clearing systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States. In addition, because of time zone differences there may be problems with completing transactions involving Clearstream and Euroclear on the same business day as in the United States.

A Global Note is exchangeable for individual securities in definitive form registered in the name or names of Persons other than the then-existing depositary or a nominee or nominees thereof (“Individual Securities”) only in the following limited circumstances:

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of the notes. This summary applies only to Non-U.S. Holders (as defined below) that purchase the notes pursuant to this offering at the initial public offering price and hold the notes as capital assets for U.S. federal income tax purposes.

This discussion is not a comprehensive summary of all of the tax considerations that may be relevant to any particular investor. In particular, the discussion does not address all of the tax consequences that may be applicable to investors that are subject to special rules, such as banks and other financial institutions, insurance companies, broker dealers, persons that mark their securities to market, tax-exempt entities, persons liable for alternative minimum tax, regulated investment companies, real estate investment trusts, certain expatriates or former long-term residents of the United States, governments or agencies or instrumentalities thereof, persons holding the notes as part of a straddle, hedging, conversion or integrated transaction and persons required to accelerate the recognition of any item of gross income with respect to the notes as a result of such income being recognized on an applicable financial statement. Moreover, this discussion does not address any non-U.S., state or local tax considerations, any aspect of the Medicare tax on net investment income, or any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws.

The discussion below regarding U.S. federal income tax considerations is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder as well as administrative rulings or pronouncements or judicial decisions, all as of the date hereof. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax considerations described below. There can be no assurance that the Internal Revenue Service (“IRS”) will not challenge one or more of the tax consequences described herein and that a court would not agree with the IRS.

For purposes of this discussion, “Non-U.S. Holder” means a beneficial owner of the notes that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust and that is not, for U.S. federal income tax purposes:

If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners and partnerships should consult their tax advisors as to the particular U.S. federal income tax considerations applicable to them.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THE U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS ANY STATE, LOCAL OR NON-U.S. TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE NOTES.

A Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax on interest paid on a note if the interest is not effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business (or in the case of certain tax treaties, is not attributable to a permanent establishment or fixed base within the United States); provided that the Non-U.S. Holder:

Alternatively, a Non-U.S. Holder that cannot satisfy the above requirements will generally be exempt from U.S. federal withholding tax with respect to interest paid on the notes if the holder establishes that such interest is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States), generally, by providing an IRS Form W-8ECI. However, to the extent that such interest is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States), the Non-U.S. Holder will generally be subject to U.S. federal income tax on a net basis with respect to such interest in the same manner as if the Non-U.S. Holder were a U.S. person and, if it is a foreign corporation, the Non-U.S. Holder may also be subject to a 30% branch profits tax (or a lower applicable treaty rate) on its effectively connected earnings and profits, subject to adjustments.

If a Non-U.S. Holder does not satisfy the requirements described above, and does not establish that the interest is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment or fixed base within the United States), the Non-U.S. Holder will generally be subject to U.S. withholding tax, currently imposed at 30%. Under certain income tax treaties, the U.S. withholding rate on payments of interest may be reduced or eliminated, provided the Non-U.S. Holder complies with the applicable certification requirements (generally, by providing a properly completed IRS Form W-8BEN, W-8BEN-E, or other applicable form).

Except with respect to accrued but unpaid interest, which will generally be taxed as described above under “—Interest Payments,” a Non-U.S. Holder will generally not be subject to U.S. federal income tax (or any withholding thereof) with respect to gain, if any, recognized upon the sale, exchange, retirement or other disposition of the notes unless:

For Non-U.S. Holders described in the first bullet above, such gain will generally be subject to U.S. federal income tax on a net income basis (but not U.S. withholding tax) in the same manner as if the Non-U.S. Holder were a U.S. person, and, in the case of a Non-U.S. Holder that is a foreign corporation, such Non-U.S. Holder may also be subject to a 30% branch profits tax (or a lower applicable treaty rate) on its effectively connected earnings and profits, subject to adjustments. Non-U.S. Holders described in the second bullet above will generally be subject to U.S. federal income tax at a rate of 30% (or a lower applicable treaty rate) on any gain allocable to U.S. sources and derived from such sale, exchange, retirement, or other disposition, which may be offset by certain capital losses allocable to U.S. sources.

Pursuant to the Foreign Account Tax Compliance Act (“FATCA”), withholding at a rate of 30% is generally required in certain circumstances on interest in respect of our notes held by or through certain foreign financial institutions (including investment funds), unless such institution (i) enters into an agreement with the U.S. Department of the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) complies with the terms of an intergovernmental agreement between the United States and an applicable foreign country. Accordingly, the entity through which the notes are held will affect the determination of whether such withholding is required. Similarly, in certain circumstances, interest in respect of the notes held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the IRS. An intergovernmental agreement between the United States and an applicable foreign country, or other guidance, may modify these requirements. We will not pay any additional amounts to Non-U.S. Holders in respect of any amounts withheld. Prospective investors should consult their tax advisors regarding the possible implications of these rules on their investment in the notes.

The following is a summary of certain considerations associated with the purchase and holding of the notes, or any interest therein, by (i) “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that are subject to Title I of ERISA, (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, “Similar Laws”), and (iii) entities whose underlying assets are considered to constitute the assets of any of the foregoing described in clauses (i) and (ii), pursuant to ERISA or otherwise (each of the foregoing described in clauses (i), (ii) and (iii), referred to herein as a “Plan”).

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (a “Covered Plan”) and prohibit certain transactions involving the assets of a Covered Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of a Covered Plan or the management or disposition of the assets of a Covered Plan, or who renders investment advice for a fee or other compensation to a Covered Plan, is generally considered to be a fiduciary of the Covered Plan. It is not intended that any of the Company, the underwriters, any guarantors, or their respective affiliates (“Transaction Parties”) will act in a fiduciary capacity to any Covered Plan in connection with its investment in or holding of a note, or any interest therein, with respect to this offering.

In considering an investment in the notes, or any interest therein, using a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control, conflicts of interest and prohibited transaction provisions of ERISA, the Code and any other Similar Laws, as applicable. A fiduciary of a Plan should consider the Plan’s particular circumstances and all of the facts and circumstances of the investment, including, but not limited to, the matters discussed above under “Risk Factors,” in determining whether an investment in the notes satisfies these requirements.

Section 406 of ERISA and Section 4975 of the Code prohibit Covered Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of Section 3(14) of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Covered Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code and the transaction may need to be reversed. For example, the acquisition and/or holding of notes, or any interest therein, by a Covered Plan with respect to which a Transaction Party is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the notes are acquired and held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that might potentially provide exemptive relief for direct or indirect prohibited transactions resulting from the sale, purchase or holding of the notes, or any interest therein. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions between a Covered Plan and a person that is a party in interest or disqualified person with respect to the Covered Plan solely by reason of providing services to the Covered Plan or a relationship with such a service provider, provided that neither the person transacting with the Covered Plan nor any of its affiliates (directly or indirectly) has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Covered Plan involved in the transaction and provided further that the Covered Plan receives no less, nor pays more,

than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the transaction. Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of Covered Plans considering acquiring or holding the notes (including any interest in the notes) in reliance on any of these or any other exemption should carefully review the exemption to ensure it is applicable and the requirements for such exemption are satisfied. There can be no assurance that any of the foregoing exemptions or any other exemption will be available with respect to all possible prohibited transactions that may arise in connection with the acquisition and holding of the notes, or any interest therein, or that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the notes, or any interest therein, should not be purchased or held by “plan assets” of any Plan, unless such purchase and holding will not constitute or result in a non-exempt prohibited transaction under ERISA or the Code or a similar violation of any applicable Similar Laws.

While employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) may not be subject to the requirements of Section 406 of ERISA or Section 4975 of the Code, they may be subject to similar provisions under Similar Laws. Fiduciaries of Plans subject to Similar Law should consult with their counsel regarding the potential consequences of an investment in the notes, or any interest therein, under any applicable Similar Laws before acquiring the notes or any such interest.

By acceptance of a note, or any interest therein, each purchaser and subsequent transferee of a note, or any interest in a note, will be deemed to have represented and warranted that either (i) it is not a Plan or acting on behalf of a Plan, and no portion of the assets used by such purchaser or transferee to acquire or hold the notes, or any interest therein, constitutes assets of any Plan or (ii) the acquisition and holding of the notes, or any interest therein, by such purchaser or transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

Additionally, if any purchaser or subsequent transferee of the notes (or any interest in a note) is using assets of any Covered Plan to acquire or hold the notes, or any interest therein, such purchaser or subsequent transferee will be deemed to have represented and warranted that none of the Transaction Parties has been relied upon for any advice, with respect to the purchaser’s or transferee’s decision to acquire and hold the notes, or any interest therein, with respect to this offering, and has not acted as the Covered Plan’s fiduciary with regard to such investment.

The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions or other violations of applicable Law, it is particularly important that fiduciaries, or other persons considering purchasing and holding the notes, or any interest therein, on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether one or more exemptions would be necessary, and if so applicable, to the purchase and holding of the notes, or any interest therein.

Neither providing this prospectus or this disclosure, nor a sale of notes or any interest therein, to a Plan is in any respect a representation by any Transaction Party that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate, recommended or advisable for Plans generally or any particular Plan. Purchasers of the notes, or any interest therein, have the exclusive responsibility for ensuring that their purchase and holding of the notes, or any interest therein, complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA and the Code or violate any applicable Similar Laws.

Mizuho Securities USA LLC and RBC Capital Markets, LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in the underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the principal amount of notes set forth opposite its name below.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the notes sold under the underwriting agreement if any of these notes are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters and their controlling persons against certain liabilities in connection with this offering, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The representatives have advised us that the underwriters propose initially to offer the notes to the public at the public offering price set forth on the cover page of this prospectus supplement. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The expenses of the offering, not including the underwriting discount, are estimated at $2.0 million and are payable by us.

The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any national securities exchange or for inclusion of the notes on any automated dealer quotation system. We have been advised by the underwriters that they presently intend to make a market in the notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the notes or that an active

public market for the notes will develop. If an active public trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

OMFC has agreed that it will not, from the date hereof through the closing date of this offering, without first obtaining the prior written consent of Mizuho Securities USA LLC and RBC Capital Markets, LLC directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or otherwise dispose of any unsecured debt securities that are substantially similar to the notes, except for the notes sold to the underwriters pursuant to the underwriting agreement and except for exchanges or other similar transactions.

In connection with the offering, the underwriters may purchase and sell the notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater principal amount of notes than they are required to purchase in the offering. The underwriters must close out any short position by purchasing notes in the open market. A short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because Mizuho Securities USA LLC and RBC Capital Markets, LLC or their respective affiliates have repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Some of the underwriters and their affiliates have entered into, and may in the future enter into, financing arrangements in which they serve as lender to the Company or certain of the Company’s affiliates. Affiliates of the underwriters may provide advisory services to us or the sellers in connection with, and may provide financing for, the potential acquisitions. In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

It is expected that delivery of the notes will be made against payment therefor on or about    , 2025, which is the     business day following the date hereof (such settlement cycle being referred to as “T+  ”). 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 prior to the business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+  , 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.

The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or Subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

In the United Kingdom (“UK”), this prospectus supplement and the accompanying prospectus is not a prospectus for the purposes of the UK Prospectus Regulation (as defined below). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in the UK of notes which are the subject of the offering contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither us nor the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or the underwriters to publish or supplement a prospectus for such offer. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

No notes have been offered or will be offered pursuant to the offering to the public in the UK prior to the publication of a prospectus in relation to the notes which has been approved by the Financial Conduct Authority, except that the notes may be offered to the public in the UK at any time:

provided that no such offer of the notes shall require us or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the notes in the UK means the communication in any form and by any means of sufficient information on the terms of the offer and any notes to be offered so as to enable an investor to decide to purchase or subscribe for any notes.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to us.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes of our common stock in, from or otherwise involving the UK.

This prospectus supplement and the accompanying prospectus is not a prospectus for the purposes of the Prospectus Regulation (as defined below). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”), will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Member State of notes which are the subject of the offering contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither us nor the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or the underwriters to publish or supplement a prospectus for such offer. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

No notes have been offered or will be offered pursuant to the offering to the public in any Member State of the EEA prior to the publication of a prospectus in relation to the notes other than:

provided that no such offer of notes shall require us or any underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to any notes in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital

of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, notes, debentures and units of notes and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Solely for the purposes of our obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04 N12: Notice on the Sale of Investment Products and MAS Notice FAA N16: Notice on Recommendations on Investment Products).

The notes have not been, and will not be, registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”), and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, is representing us in connection with this offering. In addition, certain legal matters will be passed upon for OMFC by Jeffrey M. Gershon, Associate General Counsel of OMFC. The underwriters have been represented in this offering by Simpson Thacher & Bartlett LLP, New York, New York.

The OneMain Holdings, Inc. financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to OneMain Holdings, Inc.’s and OneMain Finance Corporation’s combined Annual Report on Form 10-K for the year ended December 31, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The OneMain Finance Corporation financial statements incorporated in this prospectus by reference to OneMain Holdings, Inc.’s and OneMain Finance Corporation’s combined Annual Report on Form 10-K for the year ended December 31, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. The SEC’s website address is www.sec.gov. In addition, our SEC filings are accessible on our Investor Relations website at www.onemainfinancial.com under the heading “Financials.” The information on, or accessible through, our website is not a part of this prospectus supplement and is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

This prospectus supplement “incorporates by reference” information that OMH and OMFC have filed with the SEC under the Exchange Act, which means that we are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus supplement, the accompanying prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed modified or superseded for the purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement, the accompanying prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus. Accordingly, we incorporate by reference the specific documents listed below and any future filings made with the SEC after the date hereof under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus supplement and to be part of this prospectus supplement from the date we subsequently file such reports and documents until the termination of this offering, except that any interactive data in eXtensible Business Reporting Language shall not be deemed incorporated by reference herein and that any such reports or portions thereof which are furnished under Item 2.02 or Item 7.01 of any Current Reports on Form 8-K (including financial statements or exhibits relating thereto furnished pursuant to Item 9.01) and not filed shall not be deemed incorporated by reference herein:

We will provide to each person, including any beneficial owner to whom a copy of this prospectus supplement and the accompanying prospectus is delivered, a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost. Requests should be made by writing or telephoning us at the following address:

OneMain Finance Corporation

601 N.W. Second Street

Evansville, IN 47708

Attn: Legal Department

Telephone: (812) 424-8031

 

The date of this prospectus is October 13, 2023.

of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which encumbrances, easements, reservations, rights and restrictions do not in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the issuer or of the Subsidiary owning the same;

 

Joint Book-Running Managers

Co-Manager

Siebert Williams Shank