What changed in this filing

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Item 9A. Controls and Procedures

2024-02-13 compared with 2023-02-10 · 52 added, 8 removed, 234 unchanged (20% of the section changed)

27 unchanged sentences

Other Information.

Departure of Chief Operating Officer;

Appointment of Chief Operating Officer and Chief Financial Officer

On February 13, 2024, the Company announced that Rajive Chadha, the Company’s Executive Vice President and Chief Operating Officer (“COO”) will step down as COO on or before March 31, 2024.

Chadha will then continue as a Senior Advisor to the Company up to June 30, 2024, after which he will separate from the Company.

In connection with his departure, Mr.

Chadha is expected to receive separation benefits under the Company’s Executive Severance Plan, as described in the definitive proxy statement for the Company’s 2023 annual meeting of shareholders (the “Proxy Statement”).

Also on February 13, 2024, the Company announced that Micah R.

Conrad, 52, will succeed Mr.

Chadha as COO, effective March 31, 2024.

Conrad has served as the Company’s Executive Vice President and Chief Financial Officer (“CFO”) since March 2019.

Conrad joined the Company in 2013 and has served as an Executive Vice President of the Company since March 2017.

Conrad also serves as a Director, President and Chief Executive Officer of the Company’s subsidiary, OneMain Finance Corporation (“OMFC”).

No new compensatory or severance arrangements were entered into in connection with Mr.

Conrad’s appointment as COO.

There are no family relationships between Mr.

Conrad and any director or executive officer of the Company, and no related party transactions involving Mr.

Conrad that would require disclosure under Item 404(a) of Regulation S-K.

On February 13, 2024, the Company further announced that, in connection with Mr.

Conrad’s appointment as COO, Jeannette E.

Osterhout, 42, will succeed Mr.

Conrad as CFO, effective March 31, 2024.

Osterhout has served as the Company’s Executive Vice President and Chief Strategy Officer since November 2020.

She joined the Company as an Executive Vice President in January 2020 and served as Chief Administrative Officer of the Company from January 2020 through November 2020.

Prior to that, Ms.

Osterhout held a number of positions at BNY Mellon from December 2014 through January 2020, including as CFO for its Investment Management Group and Head of Corporate Development.

Before her time at BNY Mellon, Ms.

Osterhout worked for McKinsey & Company, including in its financial services practice, from August 2008 through December 2014.

Osterhout also currently serves as Director, Executive Vice President, and Chief Strategy Officer of OMFC.

In connection with her appointment as CFO, Ms.

Osterhout will receive an annual base salary of $600,000.

Osterhout will participate in the Company’s annual incentive and long-term incentive programs as described in the Proxy Statement, and is initially eligible for an annual incentive target of $760,000.

Osterhout is also expected to be eligible to participate in the Company’s Executive Severance Plan, as described in the Proxy Statement, in the same manner as the Company’s other executive officers.

There are no family relationships between Ms.

Osterhout and any director or executive officer of the Company, and no related party transactions involving Ms.

Osterhout that would require disclosure under Item 404(a) of Regulation S-K.

Rule 10b5-1 Trading Arrangements

During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," each as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

37 unchanged sentences

(formerly Springleaf Holdings, Inc.).

Incorporated by reference to Exhibit 3.1 to OMH’s Current Report on Form 8-K filed on February 3, 2023.

Incorporated by reference to Exhibit 3.1 to OMH’s Current Report on Form 8-K filed on June 15, 202 3 .

Amended and Restated By-laws of OneMain Finance Corporation (formerly Springleaf Finance Corporation).

18 unchanged sentences

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 11, 2018.

Seventh Supplemental Indenture, dated as of February 22, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.125% Senior Notes due 2024 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on February 22, 2019.

Eighth Supplemental Indenture, dated as of May 9, 2019, by and among OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including the form of 6.625% Senior Notes due 2028 included therein as Exhibit A).

8 unchanged sentences

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on August 11, 2021.

Fourteenth Supplemental Indenture, dated as of June 20, 2023, among OneMain Finance Corporation, OneMain Holdings, Inc., Wilmington Trust, National Association and HSBC Bank USA, National Association.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K on June 21, 2023.

4.3.10 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).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on June 22, 2023.

4.3.10 Sixteenth Supplemental Indenture relating to the Notes, dated as of December 13, 2023, among OneMain Finance Corporation, OneMain Holdings, Inc.

and HSBC Bank USA, National Association, as series trustee (including the form of the 7.875% Senior Notes due 2030 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on December 13, 2023.

Description of the registrant's securities registered pursuant to section 12 of the Securities Exchange Act of 1934.

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Form of Performance-Based Restricted Stock Unit Award Agreement under the OneMain Holdings, Inc.

Amended 2013 Omnibus Incentive Plan, effective for grants on or after January 20, 2023, filed herewith as Exhibit 10.2.7.

Amended 2013 Omnibus Incentive Plan, effective for grants on or after January 20, 2023 .

Incorporated by reference to Exhibit 10.2.

7 to our Annual Report on Form 10-K for the year ended December 31, 202 2 filed on February 10 , 202 3 .

Form of Cash-Settled Stock-Based Award Agreement under the OneMain Holdings, Inc.

52 unchanged sentences

Section 1350 Certifications of OneMain Finance Corporation

Policy Relating to Recovery of Erroneously Awarded Compensation

101 Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL:

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ONEMAIN FINANCE CORPORATION

/s/ Matthew Vaughan

Matthew Vaughan

/s/ Matthew W.

Vice President - Senior Managing Director and

4 unchanged sentences

— Principal Executive Officer)

/s/ Matthew Vaughan

Matthew Vaughan

/s/ Matthew W.

(Vice President - Senior Managing Director, Chief Financial Officer, and Director — Principal Financial Officer)

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures