OMF OneMain Holdings Inc

Issuer:

OneMain Finance Corporation (the “Issuer”)

Guarantor:

OneMain Holdings Inc. (the “Guarantor”)

Aggregate Principal Amount:

$700,000,000

Title of Securities:

7.875% Senior Notes due 2030 (the “notes”)

Maturity Date:

March 15, 2030

Offering Price:

99.413%, plus accrued interest from December 13, 2023

Coupon:

7.875%

Yield:

8.000%

Spread:

+371 basis points

Benchmark Treasury:

3.625% UST due March 31, 2030

Gross Proceeds to Issuer:

$695,891,000

Net Proceeds to Issuer After Gross Spread:

$688,891,000

Gross Spread:

1.000%

Distribution:

SEC Registered

CUSIP and ISIN Numbers:

CUSIP: 682691 AE0

ISIN: US682691AE03

Denominations:

$2,000 and integral multiples of $1,000

Interest Payment Dates:

March 15 and September 15

First Interest Payment Date:

March 15, 2024

Record Dates:

March 1 and September 1

Optional Redemption:

Except as set forth in the next two succeeding paragraphs, the notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the notes.

On and after December 15, 2026, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Series Trustee), at the applicable redemption price set forth below (expressed as a percentage of the principal amount of notes to be redeemed), plus accrued and unpaid interest on the notes, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on December 15 of each of the years indicated below:

In addition, prior to December 15, 2026, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Series Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the notes, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any note on any date of redemption, the greater of (a) 1.0% of the principal amount of the note; and (b) the excess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the note at December 15, 2026 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the note through December 15, 2026 (excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the principal amount of the note.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 15, 2026; provided, however, that if the period from the redemption date to December 15, 2026 of such notes is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Joint Book-Running Managers:

Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

Barclays Capital Inc.

BNP Paribas Securities Corp.

Citizens JMP Securities, LLC

Deutsche Bank Securities Inc.

Goldman Sachs & Co. LLC

Mizuho Securities USA LLC

NatWest Markets Securities Inc.

RBC Capital Markets, LLC

Regions Securities LLC

SMBC Nikko Securities America, Inc.

SG Americas Securities, LLC

TD Securities (USA) LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

Trade Date:

December 11, 2023

Settlement Date:

December 13, 2023 (T+2).

Ratings*:

Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)