Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.




On February 1, 2023, the Board of Directors of OneMain Holdings, Inc. (the
"Company") adopted and approved, effective as of such date, amended and restated
bylaws of the Company (as amended and restated, the "Bylaws"). The Bylaws
supersede the previously existing Amended and Restated Bylaws, which took effect
on October 15, 2013 and were amended on February 26, 2016.

The amendments to the Bylaws enhance disclosure and procedural requirements for
the nomination of directors by stockholders, including to require compliance
with the notice and solicitation requirements of Rule 14a-19 under the
Securities Exchange Act of 1934. The amendments also update various provisions
of the Bylaws to reflect recent amendments to the General Corporation Law of the
State of Delaware, including the elimination of a provision requiring that a
list of stockholders be available for inspection during meetings of stockholders
and certain changes to the manner in which meetings of stockholders may be
adjourned. The amendments also include a number of clerical and conforming
changes.

This description of the amendments to the Bylaws is qualified in its entirety by
reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this
Current Report on Form 8-K and are incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.




(d)   Exhibits.

Exhibit Number                Description
  3.1                           Amended and Restated Bylaws of OneMain Holdings, Inc.
104                           Cover Page Interactive Data (embedded within the Inline XBRL document).




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