omf-20260429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

OneMain Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS


			PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS


June 16, 2026
1:00 p.m. Central Time
601 NW Second Street
Evansville, Indiana 47708

TABLE OF CONTENTS

Table of Contents


Message to Our Stockholders			i

Notice of the 2026 Annual Meeting of Stockholders			ii

Proxy Summary			1

2025 Performance Overview			1

Governance and Board			2
Executive Compensation			4

Voting Overview			5

Corporate Governance			6

Proposal 1. Election of Directors			6
Continuing Directors and Nominees			6
Board Responsibilities			17
Board Structure			19
Board and Governance Practices			23
Certain Relationships and Related Party Transactions			25
Director Compensation			26

Executive Officers			29

Executive Compensation			30


Proposal 2. Say on Pay			30
Compensation Discussion and Analysis			31
Company Achievements and Executive Compensation Overview			31
2025 Compensation Elements			36
Employee Benefits and Other Compensation			42
How We Make Compensation Decisions			43


Compensation Committee Report			46
Executive Compensation Tables			46
CEO Pay Ratio			55
Pay Versus Performance			56

Proposal 3. Say on Pay Frequency			59

Proposal 4. Approval of the 2026 Omnibus Incentive Plan			60

Audit Committee Matters			71

Proposal 5. Ratification of Appointment of Independent Auditors

SEC Form DEF 14A filed by OneMain Holdings Inc.