SEC Form FWP filed by OneMain Holdings Inc.

Issuer:

OneMain Finance Corporation (the “Issuer”)

Guarantor:

OneMain Holdings Inc. (the “Guarantor”)

Aggregate Principal Amount:

$800,000,000

Title of Securities:

6.500% Senior Notes due 2033 (the “notes”)

Maturity Date:

March 15, 2033

Offering Price:

100.000%, plus accrued interest, if any, from September 17, 2025

Coupon:

6.500%

Yield:

6.500%

Spread:

+253 basis points

Benchmark Treasury:

3.500% UST due February 15, 2033

Gross Proceeds to Issuer:

$800,000,000

Net Proceeds to Issuer After Gross Spread:

$792,000,000

Gross Spread:

1.000%

Distribution:

SEC Registered

CUSIP and ISIN Numbers:

CUSIP: 682691 AM2

 

ISIN: US682691AM29

Denominations:

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

Interest Payment Dates:

March 15 and September 15

First Interest Payment Date:

March 15, 2026

Record Dates:

March 1 and September 1

Optional Redemption:

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

On and after September 15, 2028, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 nor more than 60 days’ prior notice (with a copy to the Trustee), at 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 September 15 of each of the years indicated below:

Year

Percentage

2028

103.250%

2029

101.625%

2030 and thereafter

100.000%

In addition, prior to September 15, 2028, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to 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).

“Applicable Premium” means, with respect to any note on any date of redemption, the greater of (a) 1.0% of the principal amount of the note; and (b) the excess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the note at September 15, 2028 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the note through September 15, 2028 (excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the principal amount of the note.

“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 September 15, 2028; provided, however, that if the period from the redemption date to September 15, 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.

Equity Clawback:

Up to 40% at 106.500%, plus accrued and unpaid interest, prior to September 15, 2028

Joint Book-Running Managers:

 

 

Mizuho Securities USA LLC

RBC Capital Markets, LLC

Barclays Capital Inc.

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Citizens JMP Securities, LLC

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

NatWest Markets Securities Inc.

Regions Securities LLC

SMBC Nikko Securities America, Inc.

TD Securities (USA) LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

Co-Manager:

Siebert Williams Shank & Co., LLC

Trade Date:

September 3, 2025

Settlement Date:

September 17, 2025 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about September 17, 2025, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade such notes prior to their date of delivery should consult their own advisors.

Ratings*:

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