OneMain : 2026 Annual Report

Published: 2026-04-30 14:58:12 ET OMF

Published on 04/30/2026 at 02:58 pm EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

Message to Our Stockholders i

Notice of the 2026 Annual Meeting of Stockholders ii

Proxy Summary 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 71

Audit Committee Policies and Procedures 71

Independent Registered Public Accounting Firm Fees and

Services 72

Audit Committee Report 73

Information about Stock Ownership 74

Persons Owning More than 5% of OneMain Stock 74

OneMain Stock Beneficially Owned by Officers and Directors 75

Equity Compensation Plan Information 76

Additional Information 77

Questions and Answers on the Annual Meeting and Voting 77

Appendix A - Non-GAAP Financial Measures and Key

Performance Indicators A-1

Appendix B - OneMain Holdings, Inc. 2026 Omnibus

Incentive Plan B-1

Dear fellow stockholders:

April 29, 2026

It is a pleasure to invite you to attend our 2026 Annual Meeting of Stockholders, which will be held on June 16, 2026 at 1:00 p.m. Central Time, at our offices located at 601 NW Second Street, Evansville, Indiana 47708 (the "Annual Meeting"). Details regarding the business to be conducted at the Annual Meeting, proxy voting and other information about how to participate are more fully described in this proxy statement.

Your vote is important to us. Whether or not you are planning to attend the Annual Meeting, we encourage you to read our proxy statement and annual report in their entirety prior to the Annual Meeting, and request that you support our voting recommendations.

2025 was a strong year marked by earnings growth and meaningful progress on our long-term strategic vision. Our vision to be the lender of choice for the nonprime consumer continued to guide our actions, from how we serve our nearly 3.8 million customers to how we invest in our people and communities. We experienced significant revenue growth and accelerated loss improvement, supported by our continued focus on efficiency this year. We continued to innovate in our personal loan business by launching a simplified debt consolidation product, adding new data sources that automate customer information to improve the application process, streamlining loan renewal for certain customers, and creating a loan origination channel through our credit card business, just to name a few. We also saw excellent growth and performance in our newer credit card and auto finance businesses. These innovations, together with disciplined execution, led to improved credit performance, responsible growth, and increased capital generation.

Strong corporate governance practices are foundational to our company. Our proxy statement details the steps our Board has taken to strengthen oversight, enhance accountability, and ensure our executive compensation framework remains aligned with performance and longterm value creation. We are committed to ongoing Board refreshment and regular Board evaluation, to ensure that we have the right skills and experience for effective oversight in line with the business evolution. In 2025, we focused on strengthening the Board's collective skills and experience to support effective oversight of the Company's strategy and risk profile.

Our people, our customers, and our communities are at the heart of everything we do. We are proud that OneMain was recognized by the Best Practice Institute as one of America's Most Loved Workplaces for the fourth consecutive year, a recognition based on team member feedback that reflects the culture of high performance, teamwork, personal growth, and shared commitment to our customers that we have worked hard to build. Our culture is a key competitive advantage, supporting employee engagement, strong execution, deep customer relationships and consistent outperformance.

We enter 2026 with a clear line of sight to continued capital generation growth. We are excited about what lies ahead for OneMain and remain committed to durable value creation, strong governance, and responsible stewardship of your capital.

On behalf of the entire Board, we thank you for your continued investment in OneMain and the confidence you place in our management team, our Board, and the approximately 9,300 team members who show up every day committed to our customers and our mission.

Doug Shulman

Chairman and Chief Executive Officer

Roy A. Guthrie

Lead Independent Director

Date and Time June 16, 2026

1:00 p.m. Central Time

Place 601 NW Second Street, Evansville, Indiana 47708

Meeting Agenda

To elect two Class I director nominees, Phyllis R. Caldwell and Roy A. Guthrie, to serve until the 2029 Annual Meeting and until such director's successor has been elected and qualified, or until such director's earlier death, resignation or removal.

To approve, on an advisory basis, the compensation paid to the Company's named executive officers.

To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to the Company's named executive officers.

To approve the Company's 2026 Omnibus Incentive Plan.

To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

Such other business as may be properly brought before the meeting or any adjournments or postponements thereof.

Record Date To vote, you must have been a stockholder at the close of business on April 20, 2026.

Voting Options You have three options for submitting your vote before the Annual Meeting:

Internet, through a computer or mobile device such as a tablet or smartphone;

Telephone; or

Mail.

Please vote as soon as possible, even if you plan to attend the Annual Meeting.

By order of the Board of Directors,

Lily Fu Claffee

Chief Legal Officer & Corporate Secretary April 29, 2026

We have provided you with this Notice of the 2026 Annual Meeting of Stockholders and proxy statement because the Board of Directors of OneMain Holdings, Inc. (the "Company" or "OneMain") is soliciting your proxy to vote at the Company's Annual Meeting of Stockholders to be held on June 16, 2026.

This proxy statement contains information about the items to be voted upon at the Annual Meeting and information about the Company. Instructions on how to access this proxy statement and our 2025 Annual Report to Stockholders (the "2025 Annual Report") on the Internet or paper copies of this proxy statement and the 2025 Annual Report are first being sent or given to stockholders on or about April 29, 2026.

This proxy statement refers to certain other reports, documents, and websites, including the Company's website, which shall not be deemed to form part of, or to be incorporated by reference into, this proxy statement.

‌ii

Originations

Up 8% YoY

Auto Managed Receivables*

Credit Card Receivables

Net Income

Capital Generated*

Capital Returned to Stockholders

Funding Raised

Named one of 2025 America's Top 100 Most Loved Workplaces® for the fourth year in a row

Provided free digital financial education to nearly 5,000 high schools (18% of all US high schools) and more than 600,000 students nationwide since inception

* Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms.

Capital Allocation Framework:

Doug Shulman

Chairman and Chief Executive Officer

"Our disciplined approach to credit, ongoing investments to drive innovation, and deep commitment to our customers has positioned us to deliver profitable growth and create long-term value for stockholders."

Invest in business and portfolio growth

Provide predictable regular dividend that can continue through a stressed environment

Make share repurchases a regular part of capital return

Quarterly dividend of $1.05 per share for dividend declared on February 5, 2026

($4.20 per share annualized)

$1 billion, 3-year share repurchase authorization through 2028

Repurchased $139 million of shares in 2025

Evolution of Governance Practices

Our Board believes that strong corporate governance practices are important to ensuring effective oversight. Over the years since the exit of our primary private equity owner in 2021, we have continued to conduct a comprehensive analysis of our Board and governance practices, incorporating feedback received from our stockholders. In response, the Board has taken the following steps to enhance our governance framework since the 2021 Annual Meeting:

Stockholder Rights

Proposing an annual advisory vote on executive compensation (see Proposal 3)

Amended our Amended and Restated Bylaws (the "Bylaws") to provide for a majority voting standard in uncontested director elections

Stockholder feedback regularly shared with the Board and its committees

Board and Committee Composition

Refreshed our Board with five new independent directors, each of whom brings relevant perspectives and expertise to effectively oversee our business

Rotated committee memberships and composition

Enhanced our annual Board evaluation process

Board Oversight

Enhanced the scope of responsibilities of our Lead Independent Director

Enhanced Board-related disclosures, including expanding director and director nominee biographies and disclosing a comprehensive director-specific skills matrix with definitions of each skill

Expanded cyber-related disclosures, including amending the Risk Committee charter to highlight oversight of cybersecurity, information security, and data privacy

‌Focus on Director Skillsets Aligned to Business Strategy

The Nominating and Corporate Governance ("NCG") Committee, in conjunction with the full Board, takes into consideration a number of factors and criteria when reviewing candidates for nomination to the Board. We prioritize the regular review of our overall Board composition to ensure our directors, both individually and collectively, represent the skills, experiences, and backgrounds most suited to effectively oversee management and the Company. The following highlights certain qualifications and experiences currently reflected on our Board and relevant to OneMain's current profile and strategic needs.

See Proposal 1 for additional information about nominees and continuing directors.

We believe our executive compensation program should reflect our pay-for-performance philosophy, under which the compensation of our named executive officers is closely tied to our financial performance and the creation of value for our stockholders. The Compensation Committee establishes our annual compensation program early in our fiscal year as part of its assessment of prior year performance and establishing objectives for the current year. Following a holistic review of our compensation practices, the Compensation Committee redesigned our compensation program in 2023 to better reflect our business and short- and long-term strategic objectives, as well as feedback received from our stockholders. The table below provides an overview of the 2025 compensation program.

Elements of our Executive Compensation Program

Element

Form

Purpose / Metrics

Base Salary

Cash

Competitive base pay to help attract and retain executive talent

Annual Incentive Compensation

Cash

Designed to drive performance against pre-defined annual financial and strategic goals

Annual financial performance metrics (70%)

Strategic factors (30%)

Long-Term Equity Awards

PSUs - Stock

Drive performance against strategic imperatives that create sustainable long-term stockholder value, align executive interests with stockholders and reward appropriately

Payout based on Capital Generation performance:

2025 Capital Generation per share (34%)

2026 Capital Generation per share Growth (33%)

2027 Capital Generation per share Growth (33%)

Adjusted +/- 20% by a Relative TSR Modifier compared to the Russell 3000 Index -Financials

RSUs - Stock

Incentivize continued employment

Realizable value based on stock price performance

See "Compensation Discussion and Analysis" for more information about the enhancements made to the program.

This section summarizes information contained elsewhere in this proxy statement. These highlights do not contain all the information that you should consider before voting or provide a complete description of the topics covered. Please read this entire proxy statement before voting.

Proposal 1

Proposal 2

Advisory vote to approve the compensation paid to our named executive officers (the "Say on Pay Proposal").

Proposal 3

To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation paid to our named executive officers (the "Say on Pay Frequency Proposal").

Proposal 4

To approve the OneMain Holdings, Inc. 2026 Omnibus Incentive Plan (the "Incentive Plan Proposal").

Proposal 5

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for OneMain Holdings, Inc. for the year ending December 31, 2026 (the "Auditor Ratification Proposal").

The Board of Directors recommends a vote "FOR" each of the Class I director nominees

Additional information can be found on page 6

The Board of Directors recommends a vote "FOR"

this proposal

Additional information can be found on page 30

The Board of Directors recommends a vote for 1 YEAR as the frequency with which stockholders are provided an advisory vote to approve NEO compensation

Additional information can be found on page 59

The Board of Directors recommends a vote "FOR"

this proposal

Additional information can be found on page 60

The Board of Directors recommends a vote "FOR" this proposal

Additional information can be found on page 71

Stockholders will also attend to such other business as may be properly brought before the meeting or any adjournments or postponements thereof.

The terms of the Class I directors will expire at the Annual Meeting. The Board has nominated Phyllis R. Caldwell and Roy A. Guthrie, who are incumbent Class I directors, to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director's successor has been elected and qualified, or until such director's earlier death, resignation or removal. The two Class I director nominees will be elected if they receive a majority of votes cast.

The Board considered the factors discussed below under "Corporate Governance - The Board of Directors - Selection of Director Nominees" as part of its decision to nominate the Class I director nominees and concluded that each possesses the talents, backgrounds, perspectives, attributes, skills, integrity, character, and business judgment that will enable them to continue to provide valuable insights to Company management and play an important role in helping the Company achieve its goals and objectives.

Name and Principal Occupation Director Since Committee Memberships

Douglas H. Shulman

Chief Executive Officer and Chairman of OneMain Holdings, Inc.

2018 Executive

Audit (Chair)

Roy A. Guthrie

Retired Executive Vice President and Chief Financial Officer of Discover Financial Services

2012

Compensation (Chair) Executive

Risk

Philip L. Bronner

Co-founder of Ardent Venture Partners

Phyllis R. Caldwell

Former U.S. Treasury Chief Homeownership Preservation Officer and Former Bank of America President of Community Development Banking

Toos N. Daruvala

Senior Partner Emeritus of McKinsey & Company

2021 Audit

2021 NCG (Chair)

2022 Risk (Chair)

NCG

Name and Principal Occupation Director Since Committee Memberships

Christopher A. Halmy

Retired Chief Financial Officer of Ally Financial, Inc.

2025 Audit

Risk

Andrew D. Macdonald

Chief Executive Officer of Consilio LLC 2025 Compensation

Richard A. Smith

Retired Chairman, Chief Executive Officer and President of Realogy Holdings Corp.

2018

Audit Compensation NCG

Board Qualifications and Skills

Our directors have significant business experience in key areas of our operations that allow them to effectively fulfill their oversight responsibilities with respect to our management and overall business strategy. We prioritize the regular review of our Board composition to ensure our directors, both individually and collectively, represent the skills, experiences, and backgrounds that are integral to an effective and well-functioning Board and that are relevant to OneMain's current profile and strategic needs. Our director nominees and continuing directors possess a broad range of qualifications, skills, and viewpoints that are important to their oversight responsibilities, including financial industry, risk management, accounting and financial reporting, corporate governance, and information security. Our director nominees and continuing directors also have personal traits such as integrity, character, and sound business judgment that are essential to effective corporate governance.

Listed below are certain skills and experience that we have identified as important to the Board as a whole in light of our current business and structure. In addition, the biographical information provided below with respect to each of the director nominees and continuing directors include a discussion of each person's relevant experience, qualifications, and skills in these key areas, among others.

Accounting and Auditing. Experience overseeing the preparation of financial statements and the design and implementation of internal control over financial reporting or the auditing of public company financial statements facilitates oversight of public company reporting.

Consumer Finance. Experience with retail banking, consumer lending and finance, consumer loans, or credit cards provides knowledge of the risks and opportunities that can impact our business and a detailed understanding of consumers.

Corporate Governance and Responsibility. Experience with corporate governance matters, including board and management accountability, assessing or overseeing risk management, and an understanding of Impact-related practices that align with the interests of investors and other stakeholders, ensures proper oversight and protection of stakeholders' interests.

Finance and Capital Markets. Experience with capital and credit markets, financing, and funding operations assists our directors in understanding, advising on, and overseeing our capital structure, financing, capital allocation, and investing activities.

Government, Legal and Regulatory. Public policy and public service experience in government agencies, non-governmental organizations, or non-profit associations provides insights that help the Company work constructively with federal, state, and local lawmakers and policymakers, and experience with understanding legal and regulatory environments and frameworks assists the Board in fulfilling its compliance oversight responsibilities.

Human Capital Management. Experience with managing and developing a workforce, managing compensation, implementing succession planning, and talent management and managing other human capital initiatives helps to align our organization's culture.

Public Company Board Experience. Experience as a director on other public company boards of directors provides valuable perspective and oversight experience.

Risk Management. Experience assessing risk management at a large organization, including risks arising from regulation, cybersecurity and data privacy concerns, provides valuable knowledge and guidance to the Board and enhances its ability to conduct effective oversight of significant risks facing the Company.

Senior Executive Leadership. Experience in a leadership role, including CEO, CFO, or as another executive-level manager, provides experience and perspective to advise and oversee the performance of our management team.

Technology and Innovation. Experience with digital, technological, and financial technology trends and changes, disruptive innovation, and technological investment provides valuable knowledge and guidance to the Board.

Skills Matrix

The following matrix identifies the primary skills that the NCG Committee and the Board considered in connection with our director nominees. This high-level summary is not intended to be an exhaustive list of each director nominee's contributions to the Board.

Shulman

Guthrie

Bronner

Caldwell

Daruvala

Halmy

Macdonald

Smith

Accounting and Auditing

Consumer Finance

Corporate Governance and Responsibility

Finance and Capital Markets

Government, Legal and Regulatory

Human Capital Management

Public Company Board Experience

Risk Management

Senior Executive Leadership

Technology and Innovation

Biographies for Director Nominees and Continuing Directors

The principal occupation, age, and certain other information for each director nominee and the continuing directors serving unexpired terms are set forth below.

Class I Directors - Terms expire in 2026

Phyllis R. Caldwell,

age 66

Director Since 2021

Committees

NCG (Chair)

Ms. Caldwell is an independent advisor and former banker. From 2012 to 2024, she provided advisory services on various financial, housing, and economic development matters through Wroxton Civic Ventures, LLC, of which she was the owner and sole member. She currently serves on the board of JBG Smith Properties, a position she has held since March 2021. In addition, she was elected to the board of Oaktree Specialty Lending Corporation, a business development company, effective December 31, 2021. Ms. Caldwell served as a member of the board of directors of Onity Group Inc. (formerly Ocwen Financial Corp.), a non-bank mortgage servicer and originator, from January 2015 until May 2024, and served as Chair from March 2016 until January 2023. She served on the board of Revolution Acceleration Acquisition Corp, a special purpose acquisition corporation, from December 2020 to July 2021. From October 2018 to October 2021, Ms. Caldwell was a member of the board of MicroVest Holdings, Inc., a privately held registered investment adviser.

Previously, Ms. Caldwell was Chief Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery, and foreclosure prevention initiatives, from November 2009 to December 2011.

In addition, Ms. Caldwell held various leadership roles in commercial real estate finance during her eleven years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking.

Key Qualifications and Expertise Supporting Continued Service

Extensive experience in the housing and financial services industries, both in the private sector and as a senior government official with oversight of U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives

Extensive public board experience across financial services companies including within mortgage lending

Demonstrated commitment to working to promote inclusion and opportunity through government service and service on the boards of several non-profit organizations within housing and community development finance

Other Current Public Company Directorships

JBG Smith Properties

Oaktree Specialty Lending Corporation

Roy A. Guthrie,

age 73

Director Since 2012

Committees

Audit (Chair) Compensation (Chair) Executive

Risk

Mr. Guthrie has served as our Lead Independent Director since 2014. He previously served as Executive Vice President and Chief Financial Officer of Discover Financial Services ("Discover"), a direct banking and payment services company, from 2005 through April 2011. He retired from Discover in January 2012. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc. ("Citigroup"), from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup's management committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation, a consumer finance lender, from 1996 to 2000, while it was a public company, and served as a member of its board of directors from 1998 to 2000. Prior to that, Mr.

Guthrie served in various positions at Associates First Capital Corporation, including Corporate Controller from 1989 to 1996.

In addition, Mr. Guthrie has served as a director and Chairman of the Risk Committee of Synchrony Financial, a private label credit card issuer, since July 2014. He previously served as the Lead Independent Director and Chairman of the Audit and Risk Committee of Mr. Cooper Group Inc., a residential mortgage loan originator and servicer, and its predecessor, Nationstar Mortgage Holdings, Inc., from February 2012 until its merger with Rocket Companies, Inc. in October 2025. He also previously served as Chief Executive Officer of Renovate America, Inc. from October 2017 through December 2020.

Key Qualifications and Expertise Supporting Continued Service

Leadership experience as a chief financial officer of two publicly traded companies

Vast experience with and knowledge of the consumer finance industry, with experience and background in finance and accounting

Extensive experience as an executive officer and public company director across financial services companies, taking on leadership roles particularly within Audit and Risk

Other Current Public Company Directorships

Synchrony Financial

Class II Directors - Terms expire in 2027

Philip L. Bronner,

age 55

Director Since 2021

Committees

Audit

Mr. Bronner is the co-founder of Ardent Venture Partners and is an investor in Crux, Method Financial and Givebutter. Before co-founding Ardent Venture Partners, Mr. Bronner was a founder and managing member of Summer League Ventures. Prior to Summer League Ventures, Mr.

Bronner was a General Partner with Novak Biddle Venture Partners. Over the course of his career, Mr. Bronner has led 16, and was actively involved in 20, investments, totaling over $100 million. Mr. Bronner was the founder of Quad Learning, a venture-backed startup acquired by Wellspring Higher Education in 2018, served as a management consultant at McKinsey & Co. ("McKinsey") from 1997 to 1999, and worked as a software engineer at IBM from 1992 to 1997.

Key Qualifications and Expertise Supporting Nomination

First-hand perspective as an active investor focusing on financial technology companies and cloud software-based businesses

Extensive experience working with and advising boards and management teams of growth-oriented financial technology companies

Demonstrated commitment to working to promote education, inclusion and opportunity

Toos N. Daruvala,

age 70

Director Since 2022

Committees Risk (Chair) NCG

Mr. Daruvala joined McKinsey in 1983, was elected Senior Partner in 1995, and retired from the firm in 2015. At McKinsey, Mr. Daruvala led the Americas Risk Management Practice, the Americas Banking and Securities Practice, and the build-out of McKinsey's global Risk Advanced Analytics capability. Over the course of his career, he worked with financial services institutions on a broad range of strategic and operational matters. From 2016 to 2021, he was co-Chief Executive Officer of MIO Partners ("MIO"), an investment company wholly-owned by McKinsey. Mr. Daruvala is now a senior partner emeritus of McKinsey since 2015, a director at the Royal Bank of Canada since 2015, a director at MIO prior to 2016 and again since 2021, and an adjunct professor at Columbia Business School.

Mr. Daruvala currently serves on the board of the Royal Bank of Canada and previously served as the Chairman of the Risk Committee. He served on the board of CardConnect Corp., a provider of payment processing and technology services, from mid-2016 to July 2017 (when it was acquired by First Data Corporation). He is an adjunct professor and Executive-in-Residence at Columbia Business School.

Key Qualifications and Expertise Supporting Nomination

Extensive and direct experience advising top financial services companies on a broad range of strategic and operational matters, including while leading the Americas Risk Management Practice and the Americas Banking and Securities Practice at McKinsey

In-depth knowledge of financial services, risk, data and analytics built through decades of leadership in the industry

Public board and risk management experience

Other Current Public Company Directorship

Royal Bank of Canada

Douglas H. Shulman,

age 58

Director Since 2018 Committees Executive

Mr. Shulman joined the Company as President and CEO in September 2018 and has served as Chairman of the Board since December 2020. He has significant experience managing large, complex organizations at the intersection of financial services, data, and technology. He came to the Company from BNY Mellon, a global financial services company, where he served as Senior Executive Vice President, Global Head of Client Service Delivery from 2014 to 2018 and was a member of the Executive Committee. Prior to BNY Mellon, he was a Senior Advisor at McKinsey from 2013 to 2014.

From 2008 to 2012, Mr. Shulman served as the Commissioner of the Internal Revenue Service, where he directed a transformation of the agency's technology, drove customer service metrics to historic levels, and led important breakthroughs in addressing international tax evasion. Previously, Mr. Shulman was Vice Chairman and, before that, President of Markets, Services and Information at FINRA and its predecessor company, the National Association of Securities Dealers, Inc., when it owned the Nasdaq Stock Market and the American Stock Exchange.

Earlier in his career, Mr. Shulman was an entrepreneur, a vice president at a private investment firm, and part of the founding team that launched Teach for America, a national non-profit that places teachers in low-income communities.

Mr. Shulman has served as a director and member of the Management Planning and Development Committee of CVS Health Corporation, a leading health solutions company, since November 2024. He has served on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching, since January 2023, where he is Chairman of the Finance Committee.

He graduated from Georgetown University Law Center with a J.D., magna cum laude. He also holds an M.P.A. from the John F. Kennedy School of Government at Harvard University and a B.A. from Williams College.

Key Qualifications and Expertise Supporting Nomination

Successful leadership of OneMain Financial as Chairman and Chief Executive Officer

Extensive leadership experience in the financial services industry and government

Leadership in directing transformations and managing large, complex organizations at the intersection of financial services, data and technology

Demonstrated commitment to Impact, including as part of the founding team that launched Teach for America; currently serves on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching

Other Current Public Company Directorship

CVS Health Corporation

Class III Director Nominees - Terms expire in 2028

Christopher A. Halmy,

age 57

Committees

Audit Risk

Mr. Halmy is the former Chief Financial Officer of Ally Financial Inc. ("Ally") where he led the

company through its initial public offering in 2014 and was responsible for all aspects of the company's financial, treasury and investment activities. Mr. Halmy retired from Ally in 2018 and became a senior advisor at McKinsey, predominately focusing on auto finance and banking until he stepped down in December 2024.

Prior to joining Ally in 2009, Mr. Halmy was the Global Funding Executive for Bank of America where he was responsible for funding and liquidity activities. Previously, Mr. Halmy held treasury, finance, and accounting positions at MBNA America, N.A., Merrill Lynch & Co., JP Morgan & Co., and Deloitte & Touche.

Mr. Halmy is a certified public accountant and holds a bachelor's degree in accounting and a master's degree in business administration from Villanova University. Mr. Halmy currently serves on the board of directors of Western Alliance Bancorporation and Burford Capital Limited.

Key Qualifications and Expertise Supporting Election to Board

Leadership and experience as Chief Financial Officer of a large auto finance and digital banking company

Responsibility for oversight of a public financial services company's finance, treasury, and capital market activities

Extensive knowledge of the consumer finance industry

Other Current Public Company Directorships

Western Alliance Bancorporation

Burford Capital Limited

Andrew D. Macdonald,

age 62

Committees

Compensation

Mr. Macdonald has served as the Chief Executive Officer of Consilio LLC ("Consilio"), a global provider of legal technology solutions and enterprise legal services, since 2012. Prior to Consilio, Mr. Macdonald was a founding member of the management team of First Advantage Corporation, a global provider of employment background screening, identity, and verification solutions, where he served from 2003 through 2011, including as President and Chief Executive Officer. From 2002 until 2003, he was President of Occupational Health Services at First American Financial Corporation ("First American"), a title insurance protection and settlement services provider. Mr. Macdonald joined First American in 2002 through the acquisition of Employee Health Programs, where he served as President and Chief Executive Officer from 1990 until 2002.

Mr. Macdonald holds a Bachelor of Business Administration from the Goizueta Business School at Emory University.

Key Qualifications and Expertise Supporting Continued Service

Experience leading multiple businesses at the forefront of emerging technologies and data science

Extensive knowledge of the applicability of artificial intelligence and machine learning to process, aggregate, and manage data

Leadership of multiple companies on growth

Richard A. Smith,

age 72

Director Since 2018

Committees Audit Compensation NCG

Mr. Smith is the retired Chairman, Chief Executive Officer, and President of Realogy Holdings Corp. ("Realogy"), which at the time of his retirement was a global leader in residential real estate franchising with company-owned real estate brokerage operations, as well as relocation, title, and settlement services. Prior to his retirement in December 2017, Mr. Smith led Realogy's business operations for 21 years. Under Mr. Smith's leadership, Realogy was recognized as one of the World's Most Ethical Companies by Ethisphere Institute for seven consecutive years.

Mr. Smith is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies, a former commissioner on the Bipartisan Policy Center's Housing Commission, and previously served on the Executive Committee of the Policy Advisory Board for Harvard University's Joint Center for Housing Studies.

Mr. Smith served as a director and member of the Audit, Nominating, and Compensation Committees of TZP Strategies Acquisition Corp., a special purpose acquisition company, from January 2021 until January 2023. In addition, Mr. Smith was a member of the board of directors of Total Systems Services, Inc., a NYSE-listed company headquartered in Columbus, Georgia, prior to its 2019 merger with Global Payments Network, a NYSE-listed company headquartered in Atlanta, Georgia.

Key Qualifications and Expertise Supporting Continued Service

Executive leadership experience and success through roles at Realogy

Deep knowledge and experience navigating the residential real estate and brokerage industries

Experience on boards of public companies within financial services, including Total Systems Services (later merged into global financial technology company, Global Payments)

Director Independence

The Board has affirmatively determined that Philip L. Bronner, Phyllis R. Caldwell, Toos N. Daruvala, Roy A. Guthrie, Christopher A. Halmy, Andrew D. Macdonald, and Richard A. Smith each qualify as independent under Section 303A.02 of the New York Stock Exchange ("NYSE") corporate governance listing standards. In making its independence determinations, the Board considers the specific tests for independence included in NYSE listing standards. The Board considers whether directors or director nominees, as applicable, have a material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of directors. When assessing materiality, the Board considers all relevant facts and circumstances, including transactions between the Company and the director or director nominee, as applicable, family members of directors or director nominees, as applicable, and organizations with which the director or director nominee, as applicable, is affiliated. The Board further considers the frequency of and dollar amounts associated with these transactions and whether the transactions were in the ordinary course of business and were consummated on terms and conditions similar to those with unrelated parties.

In affirmatively determining the independence of any director or director nominee, as applicable, who will serve on the Compensation Committee, the Board also specifically considers factors relevant to determining whether a director or director nominee, as applicable, has a relationship to the Company that is material to that director's or director nominee's, as applicable, ability to be independent from management in making judgments about the Company's executive compensation, including sources of the director's compensation and relationships of the director or director nominee, as applicable, to the Company or senior management.

Selection of Director Nominees

The NCG Committee conducts the initial screening and evaluates individual directors at least annually, and the full Board retains responsibility for nominating members for election to the Board. We regularly assess the composition of our Board and consider the results as part of our assessment process and nomination process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for reelection, are selected based on, among other things, the following factors:

whether the nominee has demonstrated, by significant accomplishment in his or her field, an ability to make meaningful contributions to the Board's oversight of the business and affairs of the Company;

the nominee's reputation for honesty and ethical conduct in his or her personal and professional activities;

the nominee's experiences, skills and expertise;

personal characteristics;

the nominee's business judgment;

the nominee's impact on the composition of the Board;

requirements of applicable laws and NYSE listing standards;

the nominee's time availability and dedication; and

the nominee's potential conflicts of interest.

The NCG Committee recommends the nomination of directors who represent different qualities and attributes and a mix of professional and personal backgrounds and experiences that will enhance the quality of the Board's deliberations and oversight of our business and strategy. When evaluating director candidates, the NCG Committee may consider a candidate's specific experiences and skills, expertise, diverse perspectives and backgrounds, personal and professional integrity, character, business judgment, competing time commitments, dedication, conflicts of interest and such other relevant factors that the NCG Committee considers appropriate in the context of the needs of the Board.

‌We are committed to regular Board refreshment. Five directors have departed since the 2021 Annual Meeting of Stockholders and five new independent directors have joined the Board during this period. We provide new directors with a director orientation program to familiarize such directors with, among other things, our business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, Code of Business Conduct and Ethics, Corporate Governance Guidelines, executive officers, internal auditors, and independent auditors.

In conducting the screening and evaluation of potential director nominees, the NCG Committee considers candidates recommended by directors and the Company's management, as well as recommendations from Company stockholders. Our Bylaws include procedures for stockholders to nominate candidates to serve on the Board for election at any Annual Meeting or at any special meeting called for the purpose of electing directors. As a result, the NCG Committee has not implemented a separate policy with regard to such procedures since stockholders may nominate director candidates by following the procedures set forth in the Bylaws.

It is the general policy of the Company, as set forth in the Company's Corporate Governance Guidelines, that no director having attained the age of 75 years will stand for reelection. In connection with each director nomination recommendation, the NCG Committee also considers the tenure of the director nominee.

Stockholder Nominations

The Bylaws require a stockholder who desires to nominate a candidate for election to the Board at an annual meeting of stockholders to timely submit certain information to Corporate Secretary, Attn: Legal Department, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708. This information includes, among other things:

the stockholder's name and address, and the class, series, and number of shares that he or she beneficially owns;

a representation that the stockholder intends to appear in person or by proxy at the Annual Meeting;

the name, address, and certain other information regarding the stockholder's nominee for director;

a description of any arrangement or understanding between the stockholder and the director nominee or any other person (naming such person(s)) in connection with the making of such nomination to the Board;

a representation that the stockholder will solicit proxies in accordance with the SEC's universal proxy rule, Rule 14a-19 under the Exchange Act, and confirmation prior to the Annual Meeting that the requirements of Rule 14a-19 have been met; and

a completed questionnaire with respect to the prospective nominee's background and the background of any other person on whose behalf the nomination is being made, and certain written representations and agreements from such persons concerning their independence and compliance with applicable laws.

To be timely, a stockholder must submit the information required by the Bylaws not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding Annual Meeting of stockholders. The Bylaws include special notice provisions if no annual meeting was held in the previous year or if the Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of the preceding Annual Meeting.

Overview

Our business is managed by our team members under the direction and oversight of the Board. Among other responsibilities discussed below, the Board reviews, monitors and, where appropriate, approves fundamental financial and business strategies and major corporate actions. The Board is elected by stockholders to provide advice and counsel to and oversee management to ensure that the interests of our stockholders and other corporate constituents are being served with a view toward maximizing our long-term value.

Directors exercise their oversight responsibilities through discussions with management, review of materials management provides to them, visits to our offices and facilities, and their participation in Board and committee meetings.

Risk Oversight

While management is responsible for day-to-day risk management of the Company's operations, the Board is responsible for overseeing enterprise-wide risks. The Board uses its standing committees (discussed below) to monitor and address risk management within the scope of each committee's expertise or charter.

Committee Roles in Risk Oversight

Audit Committee

Risk Committee

Oversees the Company's financial statements, accounting, and auditing functions and related risk

Responsible for engagement, compensation, and oversight of our independent registered public accounting firm

Oversees legal and regulatory compliance matters

Reviews guidelines and policies by which the Company assesses and manages major financial risk exposures

Oversees the development and implementation of systems and processes to identify, manage, and mitigate reasonably foreseeable material risks to the Company

Assists the Board and its committees in fulfilling their responsibilities for risk management, including cybersecurity, liquidity, credit and data privacy risks

NCG Committee

Compensation Committee

Oversees director qualifications, Board structure, and our director nomination process

Oversees corporate governance matters, including our policies and practices relating to corporate responsibility, including Impact-related matters

Oversees executive succession planning, including policies and guidelines regarding succession in the event of an emergency or the retirement of our CEO

Oversees the Company's compensation programs, including goals, objectives, performance, and compensation for our CEO and other executive officers

Reviews compensation arrangements in order to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking

Reviews the relationship between risk management policies and practices, corporate strategy and the Company's compensation arrangements

Oversees compensation disclosure in this proxy statement

In addition to getting information from its committees, the Board also receives updates directly from members of management.

‌Impact

Our Impact strategy is guided by three priorities reflecting our commitment to social responsibility: building trust and strong relationships with our stakeholders, providing responsible credit solutions, and contributing to our communities through education, financial wellness, and volunteerism.

Our Impact Executive Council consists of senior executives, appointed by the CEO, reporting directly to the NCG Committee of the Board on Impact issues. These senior executives each hold responsibility for different Impact workstreams. The increased oversight by these leaders reflects the Company's commitment to monitoring Impact matters and risks for potential effects on the Company and the consumer lending industry, as well as potential opportunities that we may gain through proactive identification of Impact issues.

For additional information on our Impact strategy, see "Part 1 - Item 1. Business" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Spotlight on Cybersecurity

Cyber risk management is a critical component of our risk management framework. Processes for assessing, identifying, and managing material risks arising from cybersecurity threats are integrated in our policies and procedures, including our enterprise risk appetite, risk assessment, risk treatment, risk acceptance or exceptions, and third party risk management policies.

Our Cybersecurity Program, which we align with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, provides a framework for compliance with applicable cybersecurity and data protection laws. Our program is designed to ensure the security and confidentiality of customer information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with our regulators to ensure that these policies are adequately designed to appropriately safeguard personal information.

For additional information on our cybersecurity risk management and strategy, see "Part 1 - Item 1. Business" and "Part 1 - Item 1C. Cybersecurity" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Management Succession Planning

Our Board considers the selection, retention, and succession planning for our management team to be one of its most important functions. Succession planning is discussed at regularly scheduled meetings, including in executive sessions of the Board. Our NCG Committee has primary responsibility for executive succession planning, including policies and guidelines regarding succession in the event of an emergency or the retirement of our CEO, which it then presents and makes recommendations to the full Board. Our Board discusses management succession with our CEO, including evaluation of potential internal candidates for succession and focus on particular individuals, as appropriate.

Stockholder Engagement

The Board values engagement and discussions with stockholders as part of our commitment to advancing our governance practices. We regularly seek feedback from our stockholders regarding the evolution of our practices and disclosures. Stockholders have provided our Board and management with informative insights which have directly informed our priorities, and we have received positive feedback on the actions we have taken. Any stockholder or other interested party who wishes to communicate with the Board or any of its members (including the Lead Independent Director) may do so by writing to the Board (or any one or more members). See "Additional Information - Questions and Answers on the Annual Meeting and Voting" for more information.

Board Leadership Structure

Our Board retains flexibility to choose the leadership structure that it believes is most appropriate based on the circumstances at any given time. Our Board regularly reviews its leadership structure and has determined that combining the roles of Chair and CEO and appointing a Lead Independent Director with clearly defined responsibilities is the most effective leadership structure for the Board at this time. In particular, the Board concluded that this structure allows for effective Board oversight while also ensuring that the Board and management benefit from Mr.

Shulman's in-depth knowledge of our Company and the financial services industry.

Our Lead Independent Director is elected annually by the independent directors and provides robust independent Board leadership. The Lead Independent Director's responsibilities include presiding over executive sessions of the independent directors and serving as an informal liaison between the independent directors and the Chairman and CEO. In response to investor feedback we formalized additional responsibilities of the Lead Independent Director, which are set forth in the Company's Corporate Governance Guidelines and include the following:

consulting with the Chairman and CEO regarding the content, information, and schedules of meetings of the Board;

fostering an environment of open dialogue and constructive feedback among the independent directors;

providing feedback to the Chairman and CEO regarding executive sessions of the independent directors;

facilitating the effective functioning of key committees;

ensuring that the Board has the ability to provide input on long-term strategy;

participating in succession planning for senior management;

providing guidance on director succession and development; and

engaging with stockholders as necessary and appropriate.

The Lead Independent Director's duties also include helping to facilitate smooth onboarding of new directors, the comprehensive review of our governance, compensation and Impact-related practices and disclosures, and our outreach to our investor base.

Mr. Guthrie has served as our Lead Independent Director since 2014. Mr. Guthrie has consistently demonstrated thoughtful leadership, decision making, performance, and oversight as Lead Independent Director.

Committees of the Board

The Board has five committees: the Audit, Compensation, NCG, Risk and Executive Committees. The Audit Committee, the Compensation Committee, the NCG Committee and the Risk Committee consist entirely of non-employee directors, and the Board has determined that each member of these committees is "independent" within the meaning of NYSE listing standards.

The Audit, Compensation, NCG and Risk Committees each operate pursuant to a written charter, and each such charter is available on our investor relations website at http://investor.onemainfinancial.com and is also available to stockholders upon written request, addressed to: Corporate Secretary, Attn: Legal Department, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708.

Audit Committee

Members Responsibilities and Purposes

Roy A. Guthrie (Chair)

Philip L. Bronner

Christopher A. Halmy

Richard A. Smith

The Board has determined that: (i) each member of the Audit Committee is "independent"; (ii) each member of the Audit Committee is "financially literate"; and (iii) Mr. Guthrie is an "audit committee financial expert," as such terms are defined under the Exchange Act or NYSE listing standards, as applicable.

The Audit Committee met ten times in 2025.

Assisting the Board in its oversight of:

the integrity of the Company's financial statements;

the Company's compliance with legal and regulatory requirements;

the annual independent audit of the Company's financial statements, the engagement of the independent registered public accounting firm, and the evaluation of the independent registered public accounting firm's qualifications, independence, and performance; and

the performance of the Company's financial reporting process and internal audit function and whether to recommend to stockholders the appointment, retention, or termination of the Company's independent registered public accounting firm;

Reviewing, approving, or ratifying related party transactions and other matters that may pose conflicts of interest;

Pre-approving all audit, audit-related, and other services, if any, to be provided by the independent registered public accounting firm;

Participating in the certification process relating to the filing of certain periodic reports pursuant to the Exchange Act and preparing the Report of the Audit Committee required under the proxy rules of the SEC to be included in the proxy statement for each annual meeting of stockholders; and

Overseeing the Company's compliance with laws and regulations.

Compensation Committee

Members Responsibilities and Purposes

Roy A. Guthrie (Chair)

Andrew D. Macdonald

Richard A. Smith

The Board has determined that each member of the Compensation Committee is "independent" within the meaning of the NYSE listing standards. The "independent" directors who are appointed to the Compensation Committee are also "non-employee" directors, as defined in Rule 16b-3(b)(3) under the Exchange Act.

The Compensation Committee met four times in 2025.

Overseeing the Company's compensation and employee benefit plans and practices, including its executive compensation plans and its material incentive-compensation and equity-based plans;

Evaluating annually the appropriate level of compensation for Board and committee service by non-employee directors;

Evaluating the performance of the Chairman and CEO and other executive officers;

Reviewing and discussing with management the Company's Compensation Discussion and Analysis to be included in the Company's annual proxy statement filed with the SEC;

Retaining and terminating compensation consultants as the Compensation Committee deems appropriate and approving the terms of any such engagement; and

Preparing the Report of the Compensation Committee as required by the rules of the SEC.

Additional information regarding the Compensation Committee's processes and procedures for consideration of director compensation and executive compensation are set forth below under "Director Compensation - Non-Employee Director Compensation" and "Executive Compensation

- Compensation Discussion and Analysis," respectively.

Executive Committee

Members Responsibilities and Purposes

Douglas H. Shulman

Roy A. Guthrie

The Executive Committee did not meet in 2025.

Serving as an administrative committee of the Board to act upon and facilitate the consideration by senior management and the Board of certain high-level business and strategic matters.

Nominating and Corporate Governance Committee

Members Responsibilities and Purposes

Phyllis R. Caldwell (Chair)

Toos N. Daruvala

Richard A. Smith

The Board has determined that each member of the Nominating and Corporate Governance Committee is "independent" within the meaning of the NYSE listing standards.

The NCG Committee met five times in 2025.

Identifying and recommending to the Board individuals qualified to serve as directors of the Company and on committees of the Board;

Advising the Board as to the Board's composition, procedures, and committees;

Developing and recommending to the Board a set of corporate governance guidelines and maintaining and updating such guidelines, as appropriate;

Overseeing the annual self-evaluation of the Board and its committees; and

Reviewing with the Board the Company's Impact policies and practices and discussing with management reports on the Company's progress and reporting on Impact-related matters and communications with investors and other stakeholders regarding these matters.

See "Corporate Governance - The Board of Directors - Selection of Director Nominees" above for more information about the process for identifying and evaluating nominees for director.

‌Risk Committee

Members Responsibilities and Purposes

Toos N. Daruvala (Chair)

Roy A. Guthrie

Christopher A. Halmy

The Board has determined that each member of the Risk Committee is "independent" within the meaning of the NYSE listing standards.

The Risk Committee met five times in 2025.

Overseeing the Company's material risks, by:

overseeing the development and implementation of systems and processes designed to identify, manage, and mitigate reasonably foreseeable material risks to the Company;

assisting the Board and the other Board committees in fulfilling their oversight responsibilities for the risk management functions of the Company; and

overseeing the development and implementation of appropriate enterprise-wide strategies and policies to identify, monitor, manage, control, timely report, and mitigate material risks, including financial and non-financial, on and off-balance sheet, credit, cybersecurity, information security, and data privacy risk, and current and contingent exposures.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of the Board or the Compensation Committee. None of the individuals who served on the Compensation Committee during 2025 and none of the current members of the Compensation Committee are current or former officers or employees of the Company. Additionally, none of the individuals who currently serve as members of the Compensation Committee or who served as members of the Compensation Committee during 2025 has had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

Board, Committee and Annual Meeting Attendance

The Board held seven meetings in 2025 and the Company's non-executive directors regularly met in executive session without management at these meetings. Each director attended at least 75% of Board and committee meetings held in 2025. Directors are invited and encouraged, but are not required, to attend the Annual Meeting. Mr. Shulman attended the Company's 2025 Annual Meeting of Stockholders.

Board Evaluations

Our NCG Committee oversees an annual self-evaluation of the Board's and each committee's performance using tailored questions based on the responsibilities set forth in our Corporate Governance Guidelines and the committee charters. Questions include areas in which the directors and management believe the Board can strengthen its contributions to the Company. The quality of communication, access to management, deliberation and decision making, oversight for strategy and risk, and responsiveness to emerging issues are some of the topics considered.

The self-evaluation outcomes are discussed by the Board and committees, and the committee Chairs discuss the results of their respective evaluations with the Board. The outcomes are used to assess the characteristics and skills required of current and prospective Board candidates, make recommendations to the Board regarding committee assignments, and strengthen Board effectiveness and governance. The NCG Committee reviews the annual self-evaluation process, including the questions used to conduct the evaluation, from time to time as deemed appropriate by the Committee.

Governing Documents

The Corporate Governance Guidelines set forth the Company's primary principles and policies regarding corporate governance. The Board reviews the Corporate Governance Guidelines from time to time as deemed appropriate by the Board. The Corporate Governance Guidelines are supplemented by our Code of Business Conduct and Ethics and the Code of Ethics for Principal Executive and Senior Financial Officers, as well as by policies and procedures addressing specific topics and practices.

You can find the following documents relating to our governance framework under the heading "Governance" on our investor relations website, http://investor.onemainfinancial.com:

Corporate Governance Guidelines

Audit Committee Charter

Compensation Committee Charter

NCG Committee Charter

Risk Committee Charter

Code of Business Conduct and Ethics

Code of Ethics for Principal Executive and Senior Financial Officers

Human Rights Policy

You also may obtain a free copy of any of these documents by sending a written request to our Corporate Secretary, Attn: Legal Department, at OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708.

‌Code of Business Conduct and Ethics

The Board adopted a Code of Business Conduct and Ethics to help ensure that the Company abides by applicable laws and corporate governance standards. This code applies to all directors, employees, and officers, including our CEO, CFO, and Principal Accounting Officer. The Board has also adopted the Code of Ethics for Principal Executive and Senior Financial Officers, which applies to our CEO, CFO, and Principal Accounting Officer and requires that such officers, among other things, create a culture of high ethical standards and commitment to compliance and make full, fair, accurate, timely, and understandable disclosures in accordance with applicable laws and regulations. The Code of Business Conduct and Ethics and the Code of Ethics for Principal Executive and Senior Financial Officers are available on our website as outlined above. We intend to disclose any material amendments to or waivers of our Code of Business Conduct and Ethics and Code of Ethics for Principal Executive and Senior Financial Officers that require disclosure under applicable SEC or NYSE rules on our website within four business days of the date of any such amendment or waiver in lieu of filing a Current Report on Form 8-K pursuant to Item 5.05 thereof.

Complaints and concerns relating to the Company's accounting, financial reporting, internal accounting controls, or auditing matters should be communicated to the Audit Committee of the Board. Any such communications may be made on an anonymous basis, including through our EthicsLine, which is maintained by an independent third party.

All complaints and concerns will be reviewed under the direction of the Audit Committee and overseen by the General Counsel and other appropriate persons as determined by the Audit Committee. The General Counsel also prepares a periodic summary report of all such communications for the Audit Committee.

Insider Trading Policy

We maintain an Insider Trading Compliance Program (the "Insider Trading Policy") governing purchases, sales, contracts to purchase or sell, acquisitions, or dispositions of our securities by our officers, directors, and employees, as well as their spouses, minor children, adult family members sharing the same household, financial dependents, and any accounts over which any of these individuals exercise investment discretion (together, the "OneMain Persons"). We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations. Our Insider Trading Policy prohibits trading in our securities, as well as derivatives relating to such securities, while in possession of or access to material, nonpublic information, and also prohibits disclosing material, nonpublic information to other persons who may trade on the basis of such information. Our Insider Trading Policy prohibits OneMain Persons from engaging in short sales of our securities, trading in public options or certain other derivative securities of ours, and holding our securities in margin accounts.

These restrictions also apply to trading in other companies' securities based on material, nonpublic information that is obtained in the course of employment with, or other services performed on behalf of, the Company. Our Insider Trading Policy also restricts OneMain Persons from trading outside certain windows, prohibits Section 16 reporting persons from engaging in hedging and monetization transactions, and prohibits OneMain Persons from pledging our securities. Our Insider Trading Policy also requires our Section 16 reporting persons and certain other employees that we may designate, along with certain of their family members and dependents, to obtain pre-clearance prior to trading our securities. The Insider Trading Policy also contains procedures related to the administration of Rule 10b5-1 trading plans.

The Board regularly reviews corporate governance developments and modifies the Insider Trading Policy as warranted. The Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2025.

Disclaimer

OneMain Holdings Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 18:57 UTC.