Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On July 29, 2021, OneMain Holdings, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with OMH (ML), L.P., an entity managed by affiliates of Apollo Global Management, Inc., in its capacity as selling stockholder (the "Selling Stockholder"), and Barclays Capital Inc., as underwriter (the "Underwriter"), in connection with the offer and sale by the Selling Stockholder of up to 10,925,000 shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of the Company (including up to 1,425,000 shares pursuant to the Underwriter's option to purchase additional shares of Common Stock as set forth in Section 2(b) of the Underwriting Agreement). On July 30, 2021, the Underwriter exercised in full its option to purchase additional shares of Common Stock, and on August 3, 2021, the offering and sale of 10,925,000 Shares by the Selling Stockholder to the Underwriter was completed.

Also pursuant to the Underwriting Agreement, on August 3, 2021, the Company purchased from the Underwriter 1,700,000 of the Shares that were sold by the Selling Stockholder in the offering, at a purchase price of $58.36 per share, which is equal to the price at which the Underwriter purchased the Shares from the Selling Stockholder, resulting in an aggregate purchase price of $99.2 million (the "Concurrent Share Buyback"). The terms and conditions of the Concurrent Share Buyback were reviewed and approved by a special committee of the Company's board of directors (the "Board"), comprised of independent and disinterested directors of the Company. The Concurrent Share Buyback was made pursuant to a new Board authorization and did not reduce availability under the Company's stock repurchase program commenced during the second quarter of 2021. The Concurrent Share Buyback was funded from Company cash on hand. The Underwriter did not receive any compensation for the Shares repurchased by the Company.

The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The offering and sale of the Shares were made pursuant to the Company's effective automatic shelf registration statement (File No. 333-249937) and related prospectus supplement filed with the Securities and Exchange Commission. In connection with the offering and sale of the Shares, Sidley Austin LLP provided the Company with the legal opinion filed as Exhibit 5.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The Underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number      Description
  1.1       Underwriting Agreement, dated July 29, 2021, among OneMain Holdings,
            Inc., OMH (ML), L.P., as the selling stockholder, and Barclays
            Capital Inc., as the underwriter.
  5.1       Opinion of Sidley Austin LLP
  23.1      Consent of Sidley Austin LLP (included as part of Exhibit 5.1
            hereto).
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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