424B3 1 ny20079528x1_424b3.htm 424B3

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are neither offers to sell nor solicitations of offers to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-274956

333-274956-01

Subject to Completion, dated August 6, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated October 13, 2023)

OneMain Finance Corporation

$500,000,000

% Senior Notes due 2034

OneMain Finance Corporation (“OMFC”) is offering $500,000,000 aggregate principal amount of its % Senior Notes due 2034 (the “notes”). The notes will bear interest at a rate of % per annum and will mature on , 2034. Interest will accrue on the notes from , 2026. Interest on the notes is payable on and of each year, commencing on , 2027.

The notes will be redeemable, in whole or in part, at any time on or after , 2029 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 , 2029, 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 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-6 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.

(1)	Plus accrued interest, if any, from , 2026, if settlement occurs after that date.

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 , 2026.

Joint Book-Running Managers


	Barclays	BMO Capital Markets
BNP PARIBAS	Citigroup	Citizens Capital Markets	Deutsche Bank Securities
Mizuho	NatWest	RBC Capital Markets	Regions Securities LLC
TD Securities	Truist Securities		Wells Fargo Securities

Co-Manager

Drexel Hamilton

, 2026


ABOUT THIS PROSPECTUS SUPPLEMENT			S-i
INDUSTRY AND MARKET DATA			S-iii
FORWARD-LOOKING STATEMENTS			S-iii
SUMMARY			S-1
RISK FACTORS			S-6
USE OF PROCEEDS			S-10
OMH CAPITALIZATION			S-11
OMFC CAPITALIZATION			S-12
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS			S-13
DESCRIPTION OF THE NOTES			S-20
BOOK-ENTRY SETTLEMENT AND CLEARANCE			S-34
U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS			S-37
CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS			S-40
UNDERWRITING			S-42
LEGAL MATTERS			S-47
EXPERTS			S-47
WHERE YOU CAN FIND MORE INFORMATION			S-47
INCORPORATION BY REFERENCE			S-47


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4
OUR COMPANY			6
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF CAPITAL STOCK			20
DESCRIPTION OF DEPOSITARY SHARES			27
DESCRIPTION OF WARRANTS			29
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			30
SELLING STOCKHOLDERS			31
PLAN OF DISTRIBUTION			32
LEGAL MATTERS			36
EXPERTS			36


	As of June 30, 2026
(dollars in millions)	Actual	As Adjusted*
Cash and cash equivalents⁽¹⁾	$567	$1,659
Long-term debt:
Securitization debt⁽²⁾	$11,603	$11,209
Private secured term funding facility⁽²⁾	349	349
Borrowings under revolving conduit facilities⁽³⁾	1	600
Borrowings under credit card revolving VFN facilities⁽⁴⁾	—	—
Borrowings under unsecured corporate revolver⁽⁵⁾	—	—
Existing senior notes⁽²⁾	10,643	10,643
Notes offered hereby⁽²⁾	—	493
Junior subordinated debt (hybrid debt)	173	173
Total debt	22,769	23,467
Total shareholders’ equity⁽⁶⁾	3,383	3,383
Total capitalization	$26,152	$26,850


Underwriter			Principal Amount of Notes
Barclays Capital Inc.
BMO Capital Markets Corp.
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Citizens JMP Securities, LLC
Deutsche Bank Securities Inc.
Mizuho Securities USA LLC
NatWest Markets Securities Inc.
RBC Capital Markets, LLC
Regions Securities LLC
TD Securities (USA) LLC
Truist Securities, Inc.
Wells Fargo Securities, LLC
Drexel Hamilton, LLC
Total			$500,000,000

Note
Total

Public offering price⁽¹⁾

Underwriting discount

Proceeds, before expenses, to us