Material Agreement Form 8 K

Item 1.01.Entry into a Material Definitive Agreement.

Underwriting Agreement

On August 14, 2024, OneMain Holdings, Inc. ("OMH," "we," "us" or "our"), as a guarantor, entered into an underwriting agreement (the "Underwriting Agreement") with OneMain Finance Corporation, a direct subsidiary of OMH ("OMFC"), as the issuer, and Barclays Capital Inc., as representative of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by OMFC of $750.0 million aggregate principal amount of OMFC's 7.125% Senior Notes due 2031 (the "Notes") in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). The offering closed on August 19, 2024.

The Underwriting Agreement includes customary representations, warranties and covenants by each of OMFC and OMH. It also provides for customary indemnification by each of OMFC, OMH and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OMFC intends to allocate an amount equivalent to the net proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial's Social Bond Framework. Pending such allocation, OMFC intends to use such net proceeds for general corporate purposes, which may include debt repurchases or repayments.

Certain 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, our subsidiaries or our affiliates, including OMFC. 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 (including offerings of asset-backed notes) in which they act as initial purchaser or serve as lender to us, our subsidiaries or our affiliates, including OMFC.

Supplemental Indenture

On August 19, 2024, OMFC issued $750.0 million aggregate principal amount of the Notes under an Indenture, dated as of December 3, 2014 (the "Base Indenture"), among OMFC, as issuer, OMH, as guarantor, and Wilmington Trust, National Association, as trustee, as amended and supplemented by a Eighteenth Supplemental Indenture, dated as of December 13, 2023 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among OMFC, OMH and HSBC Bank USA, National Association, as series trustee (the "Trustee"), pursuant to which OMH provided a guarantee of the Notes. The Notes were offered and sold in an underwritten public offering made pursuant to a Prospectus Supplement, dated August 14, 2024, to the Prospectus, dated October 13, 2023, filed as part of OMFC's and OMH's joint Registration Statement on Form S-3 (Registration No. 333-274956) filed with the SEC. The Notes are guaranteed on an unsecured basis by OMH.

The Notes will mature on 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, beginning on November 15, 2024. The Notes are OMFC's senior unsecured obligations and rank equally in right of payment to all of its other existing and future unsubordinated indebtedness from time to time outstanding. The Notes are guaranteed by OMH and will not be guaranteed by any of OMFC's subsidiaries, including OneMain Financial Holdings, LLC, or any other party. The Notes are effectively subordinated to all of OMFC's secured obligations to the extent of the value of the assets securing such obligations, structurally subordinated to all existing and future liabilities of our subsidiaries (other than OMFC), and rank senior in right of payment to all existing and future subordinated indebtedness of OMH.

The Notes may be redeemed, in whole or in part, at OMFC's option, at any time or from time to time (i) prior to August 15, 2027, at a "make-whole" redemption price specified in the Indenture, and (ii) on and after August 15, 2027, at the applicable redemption price set forth below (expressed as a percentage of the principal amount of the Notes to be redeemed), if redeemed during the 12-month period beginning on August 15 of each of the years indicated below, in each case plus accrued and unpaid interest on such principal amount to, but not including, the applicable redemption date.

The Indenture contains covenants that, among other things, limit OMFC's ability to create liens on assets and restrict OMFC's ability to consolidate, merge or sell its assets. The Indenture also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately. The Notes will not have the benefit of any sinking fund.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture (and form of 7.125% Senior Notes due 2031 included therein as Exhibit A), copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. In connection with the issuance of the Notes, Jeffrey M. Gershon, Associate General Counsel of OMFC, and Skadden, Arps, Slate, Meagher & Flom LLP provided OMFC with the legal opinions filed as Exhibits 5.1 and 5.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.