Document

S-3ASR 1 onemainholdingsinc-sx32026.htm S-3ASR Document

As Filed with the Securities and Exchange Commission on September 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ONEMAIN HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware			27-3379612
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

601 N.W. Second Street

Evansville, Indiana 47708

(812) 424-8031

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

ONEMAIN FINANCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Indiana			35-0416090
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

601 N.W. Second Street

Evansville, Indiana 47708

(812) 424-8031

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Lily Fu Claffee

Executive Vice President, Chief Legal Officer and Corporate Secretary

OneMain Holdings, Inc.

601 N.W. Second Street

Evansville, IN 47708

(812) 424-8031

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Michael J. Schwartz

Skadden, Arps, Slate, Meagher, & Flom LLP

One Manhattan West

New York, NY, 10001

(212) 735-3000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement as determined by the registrants.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☑

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

OneMain Holdings, Inc.:

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

OneMain Finance Corporation:

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☑

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

OneMain Holdings, Inc. ☐

OneMain Finance Corporation ☐

PROSPECTUS

ONEMAIN HOLDINGS, INC.

COMMON STOCK

PREFERRED STOCK

DEPOSITARY SHARES

DEBT SECURITIES

(and guarantees thereof)

WARRANTS

STOCK PURCHASE CONTRACTS

AND

STOCK PURCHASE UNITS

ONEMAIN FINANCE CORPORATION

DEBT SECURITIES

(and guarantees thereof)

OneMain Holdings, Inc. (“OMH”) may offer, issue and sell from time to time, together or separately:

•shares of its common stock;

•shares of its preferred stock, which it may issue in one or more series;

•depositary shares representing shares of its preferred stock;

•debt securities, which may be senior, subordinated or junior subordinated debt securities;

•warrants to purchase debt or equity securities;

•stock purchase contracts to purchase shares of its common stock or other securities; and

•stock purchase units, each representing ownership of a stock purchase contract and debt securities, preferred securities or debt obligations of third-parties, including U.S. treasury securities or any combination of the foregoing, securing the holder’s obligation to purchase its common stock or other securities under the stock purchase contracts.

OneMain Finance Corporation, a direct wholly-owned subsidiary of OMH (“OMFC”), may guarantee the principal of, and premium (if any) and interest on, any such debt securities. OMFC may, from time to time, offer and sell debt securities, which may be senior, subordinated or junior subordinated debt securities, and OMH may guarantee the principal of, and premium (if any) and interest on, such debt securities. In this prospectus, we refer to the debt securities and the guarantees thereof, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units of OMH and the debt securities of OMFC and the guarantees thereof registered hereunder collectively as the “securities.”

We will provide the specific terms of these securities in supplements to this prospectus. We may describe the terms of these securities in a term sheet that will precede the prospectus supplement. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, through agents or directly to purchasers. These securities also may be resold by selling stockholders, whether owned on the date hereof or hereafter. The prospectus supplement for each offering of securities will describe in detail the

plan of distribution for that offering and the identities of any selling stockholders. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

OMH common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “OMF.” Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.

INVESTING IN OUR SECURITIES INVOLVES RISKS. BEFORE BUYING OUR SECURITIES, YOU SHOULD REFER TO THE RISK FACTORS INCLUDED IN OUR PERIODIC REPORTS, IN PROSPECTUS SUPPLEMENTS RELATING TO SPECIFIC OFFERINGS OF SECURITIES AND IN OTHER INFORMATION THAT WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISK FACTORS” ON PAGE 7.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is September 17, 2026.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			2
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			25
DESCRIPTION OF WARRANTS			27
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			28
SELLING STOCKHOLDERS			29
PLAN OF DISTRIBUTION			30
LEGAL MATTERS			34
EXPERTS			35

Unless otherwise stated or the context otherwise requires, references in this prospectus to (i) “OMH” refer to OneMain Holdings, Inc. and references to “the Company,” “we,” “our,” and “us” refer to OneMain Holdings, Inc. collectively with its subsidiaries, whether directly or indirectly owned, including OMFC, and (ii) “OMFC” refer to OneMain Finance Corporation, and unless the context otherwise requires, its consolidated subsidiaries.


Securities and Exchange Commission Registration Fee	$	—	*
Trustee Fees and Expenses	—		**
Transfer Agent Fees and Expenses	—		**
Printing and Engraving Fees and Expenses	—		**
Accounting Fees and Expenses	—		**
Legal Fees and Expenses	—		**
Miscellaneous	—		**
Total	$	—	**


EXHIBIT NO.						EXHIBIT

1.1*						Form of Underwriting Agreement for common stock, preferred stock, warrants or debt securities.

4.1						Amended and Restated Certificate of Incorporation of OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.) Incorporated by reference to Exhibit 3.1 to OMH's Current Report on Form 8-K, filed on June 10, 2025.

4.2						Amended and Restated Articles of Incorporation of Springleaf Finance Corporation (formerly American General Finance Corporation). Incorporated by reference to Exhibit 3a. to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on March 30, 2011.

4.3						Articles of Amendment to Amended and Restated Articles of Incorporation of OneMain Finance Corporation (formerly Springleaf Finance Corporation). Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed on July 30, 2020.

4.4						Amended and Restated Bylaws of OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.). Incorporated by reference to Exhibit 3.1 to OMH's Current Report on Form 8-K , filed on June 15, 2023.

4.5						Amended and Restated By laws of Springleaf Finance Corporation (formerly American General Finance Corporation), as amended to date. Incorporated by reference to Exhibit 3b to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on March 30, 2011.

4.6						Second Amendment to the Amended and Restated Bylaws of OneMain Finance Corporation (formerly Springleaf Finance Corporation). Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed on July 30, 2020.

4.7						Form of OMH Debt Securities Indenture (including form of OMH Debt Security). Incorporated by reference to Exhibit 4.10 to our Registration Statement on Form S-3 filed on November 6, 2020 (File Nos. 333-249937 and 333-249937-01).

4.8						Indenture, dated as of December 3, 2014, by OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), as Guarantor, and Wilmington Trust, National Association. Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 3, 2014.

4.9						Eighth Supplemental Indenture, dated May 9, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.625% Senior Notes due 2028 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on May 9, 2019.

4.10						Ninth Supplemental Indenture, dated November 7, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 5.375% Senior Notes due 2029 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on November 7, 2019.

4.11						Eleventh Supplemental Indenture, dated as of December 17, 2020, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 4.00% Senior Notes due 2030 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on December 17, 2020.

4.12						Twelfth Supplemental Indenture, dated as o f June 22, 2021, by and among OneMain Finance Corporation , OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 3.50% Senior Notes due 2027 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on June 22, 2021.


EXHIBIT NO.						EXHIBIT
4.13						Thirteenth Supplemental Indenture, dated as of August 11, 2021, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 3.875% Senior Notes due 2028 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on August 11, 2021.

4.14						F ourteenth Supplemental Indenture , dated as of June 2 0, 202 3 , am ong One Main Finance Corporation, OneMain Holdings, I nc., Wilmington Trust, National Association and H SBC Ba nk USA, National Assoc iation. Incorporated by reference to Exhibit 4.1 to our C urrent Report on Form 8-K filed on June 21, 202 3.

4.15						Sixteenth Supplemental Indenture, dated as of December 13, 2023, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of the 7.875% Senior Notes due 2030 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on December 13, 2023.

4.16						Seventeenth Supplemental Indenture, dated as of May 22, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of the 7.500% Senior Notes due 2031 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to OMH’s Current Report on Form 8-K filed on May 22, 2024.

4.17						Eighteenth Supplemental Indenture, dated as of August 19, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of the 7.125% Senior Notes due 2031 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to OMH’s Current Report on Form 8-K filed on August 19, 2024.

4.18						Nineteenth Supplemental Indenture, dated as of November 4, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc. and HSBC Bank USA, National Association, as series trustee (including the form of the 6.625% Senior Notes due 2029 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to OMH’s Current Report on Form 8-K filed on November 4. 2024.

4.19						Twentieth Supplemental Indenture, dated as of March 13, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and HSBC Bank USA, National Association as ser i es t rustee (including form of 6.750% Senior Notes due 2032 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on March 13, 2025.

4.20						Twenty-First Supplemental Indenture, dated as of June 11, 2025, among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and HSBC Bank USA, National Association as ser ies t rustee (including form of 7.125% Senior Notes due 2032 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on June 11, 2025.

4.21						Twenty-Second Supplemental Indenture, dated as of August 12, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 6.125% Senior Notes due 2030 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on August 12, 2025.

4.22						Twenty-Third Supplemental Indenture, dated as of September 17, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 6.500% Senior Notes due 2033 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on September 17, 2025.

4.23						Twenty-Fourth Supplemental Indenture dated as of December 18, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 6.750% Senior Notes due 2033 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on December 18, 2025..

4.24						Twenty-Fifth Supplemental Indenture, dated as of August 20, 2026, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 7.125% Senior Notes due 2034 included therein as Exhibit A). Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on August 20, 2026.

4.25*						Form of Preferred Stock Certificate.

4.26*						Form of Debt Warrant Agreement.

4.27*						Form of Debt Warrant Certificate.


EXHIBIT NO.						EXHIBIT

4.28*						Form of Stock Warrant Agreement.

4.29*						Form of Stock Warrant Certificate.

4.30*						Form of Deposit Agreement.

4.31*						Form of Depositary Receipt.

4.32*						Form of Purchase Contract Agreement setting forth Stock Purchase Contracts and Stock Purchase Units.

5.1						Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality.

5.2						Opinion of Jeffrey M. Gershon, Esq. as to legality.

23.1						OMH Consent of PricewaterhouseCoopers LLP, independent registered public accountant firm.

23.2						OMFC Consent of PricewaterhouseCoopers LLP, independent registered public accountant firm.

23.3						Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1 ).

23.5						Consent of Jeffrey M. Gershon, Esq. (included in Exhibit 5.2).

24.1						Powers of Attorney (included on the signature pages hereto).

25.1						Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee under the Indenture dated as of December 3, 2014, as amended.

107						Filing Fee Table


ONEMAIN HOLDINGS, INC.

By:			/s/ Jeannette E. Osterhout
Name:			Jeannette E. Osterhout
Title:			Executive Vice President and Chief Financial Officer


ONEMAIN FINANCE CORPORATION

By:			/s/ Matthew Vaughan
Name:			Matthew Vaughan
Title:			Vice President - Senior Managing Director and Chief Financial Officer