Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indenture

On June 22, 2023, OneMain Finance Corporation ("OMFC"), a direct subsidiary of OneMain Holdings, Inc. ("OMH," "we," "us" or "our"), issued $500.0 million aggregate principal amount of its 9.000% Senior Notes due 2029 (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 Fifteenth Supplemental Indenture, dated as of June 22, 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 June 20, 2023, to the Prospectus, dated November 6, 2020, filed as part of OMFC's and OMH's joint Registration Statement on Form S­3 (Registration No. 333-249937) filed with the Securities and Exchange Commission ("SEC"). The Notes are guaranteed on an unsecured basis by OMH.

The Notes will mature on January 15, 2029 and bear interest at a rate of 9.000% per annum, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 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 July 15, 2025, at a "make-whole" redemption price specified in the Indenture, and (ii) on and after July 15, 2025, 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 July 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.



Year                  Percentage
2025                       104.500 %
2026                       102.250 %
2027 and thereafter        100.000 %

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 9.000% Senior Notes due 2029 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.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Current Report on Form 8­K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit     Description
Number
  4.1       Indenture relating to the Notes, dated as of December 3, 2014, among
            OneMain Finance Corporation, OneMain Holdings, Inc. and Wilmington
            Trust, National Association, as trustee, as filed with the SEC on
            December 3, 2014 as Exhibit 4.1 to OMH's Current Report on Form 8-K
            (File No. 001-36129), and incorporated herein by reference.
  *4.2      Fifteenth Supplemental Indenture relating to the Notes, dated as of
            June 22, 2023 among OneMain Finance Corporation, OneMain Holdings, Inc.
            and HSBC Bank USA, National Association, as series trustee (including
            the form of 9.000% Senior Notes due 2029 included therein as Exhibit
            A).
  *5.1      Opinion of Jeffrey M. Gershon.
  *5.2      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
  *23.1     Consent of Jeffrey M. Gershon (included as part of Exhibit 5.1 hereto).
  *23.2     Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part
            of Exhibit 5.2 hereto).
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



* Filed herewith.

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