What changed in this filing

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Item 9A. Controls and Procedures

2025-02-07 compared with 2024-02-13 · 44 added, 68 removed, 218 unchanged (34% of the section changed)

10 unchanged sentences

Based on this evaluation, OMH's management concluded that OMH's internal control over financial reporting was effective as of December 31, 2024.

On April 1, 2024, we completed the Foursight Acquisition.

Foursight is a wholly-owned subsidiary whose assets and revenues represent 4% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

The scope of our assessment of our internal control over financial reporting does not include Foursight.

This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope up to one year from acquisition.

We will continue to evaluate the effectiveness of internal controls over financial reporting as we complete the integration of Foursight, and will make changes to our internal control framework, as necessary.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements as of December 31, 2024 included in this Annual Report on Form 10-K, has also audited the effectiveness of OMH's internal control over financial reporting as of December 31, 2024.

12 unchanged sentences

Based on this evaluation, OMFC's management concluded that OMFC's internal control over financial reporting was effective as of December 31, 2024.

On April 1, 2024, we completed the Foursight Acquisition.

The scope of our assessment of our internal control over financial reporting does not include Foursight.

This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope up to one year from acquisition.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

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.

During the quarter ended December 31, 2024, the Company’s directors and Section 16 reporting officers adopted the following stock trading plans, each of which was designed to comply with Rule 10b5-1(c) under the Exchange Act:

On November 14, 2024 , Douglas H.

Shulman , Chairman, President and Chief Executive Officer , entered into a stock trading plan under which he may sell up to 105,000 shares of common stock over a period of time ending on November 14, 2025 .

On December 13, 2024 , Micah R.

Conrad , Executive Vice President and Chief Operating Officer , entered into a stock trading plan under which he may sell up to 10,000 shares of common stock over a period of time ending on December 13, 2025 .

Other than as described above, during the quarter ended December 31, 2024, none of the Company’s directors or Section 16 reporting officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as such terms are defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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1-06155) Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 21, 2017.

Indenture, dated as of September 24, 2013, by and between OneMain Finance Corporation (formerly Springleaf Finance Corporation) and Wilmington Trust, National Association, as trustee.

Incorporated by reference to Exhibit 4.2 to Springleaf Finance Corporation’s (File No.

1-06155) Current Report on Form 8-K filed on September 25, 2013.

Indenture, dated as of December 3, 2014, by OneMain Finance Corporation (formerly Springleaf Finance Corporation), OneMain Holdings, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 3, 2014.

Fourth Supplemental Indenture, dated as of December 8, 2017, 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 5.625% Senior Notes due 2023 included therein as Exhibit A) .

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 8, 2017.

Fifth Supplemental Indenture, dated as of March 12, 2018, 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 6.875% Senior Notes due 2025 included therein as Exhibit A) .

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 12, 2018.

Sixth Supplemental Indenture, dated as of May 11, 2018, 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 7.125% Senior Notes due 2026 included therein as Exhibit A).

12 unchanged sentences

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.

Fifteenth Supplemental Indenture , 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.

Sixteenth Supplemental Indenture , 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.

Seventeenth Supplemental Indenture , dated as of May 22, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc.

and HSBC Bank USA, National Association, as series trustee (including the form of the 7.500% Senior Notes due 2031 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to OMH’s Current Report on Form 8- K filed on May 22, 2024

Eighteenth Supplemental Indenture , dated as of August 19, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc.

and HSBC Bank USA, National Association, as series trustee (including the form of the 7.125% Senior Notes due 2031 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to OMH’s Current Report on Form 8-K filed on August 19, 2024

Nineteenth Supp lemental Indenture , dated as of November 4, 2024, among OneMain Finance Corporation , One Main Holdings, Inc.

and H S BC Bank USA , National Association, as series trustee (including the form of the 6.625% Senior Notes due 2029 included therein as Exhibit A).

In corporated by reference to Exhibit 4.2 to OMH ’ s Current Report on Form 8-K filed on November 4.

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

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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 .

Incorporated by reference to Exhibit 10.2.7 to our Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 10, 2023.

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

32 unchanged sentences

Guaranty, dated as of December 30, 2013, by OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) in respect of Springleaf Finance Corporation’s 8.250% Senior Notes due 2023.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on January 3, 2014 (File No.

Guaranty, dated as of December 30, 2013, by OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) in respect of Springleaf Finance Corporation’s 60-year junior subordinated debentures.

3 unchanged sentences

Incorporated by reference to Exhibit 10.6 to OMH’s Current Report on Form 8-K filed on January 3, 2014 (File No.

Letter Agreement by and between OneMain General Services Corporation and Rajive Chadha, dated June 4, 2019.

Incorporated by reference to Exhibit 10.1 to OMH’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on April 29, 2020.

OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) Executive Severance Plan, effective as of March 16, 2015, and form of Severance Agreement and General Release.

Incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 16, 2015.

I nsider Trading Policy and Procedures

Subsidiaries of OneMain Holdings, Inc.

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Policy Relating to Recovery of Erroneously Awarded Compensation.

Incorporated by reference to Exhibit 97 to OMH’s Annual Report on Form 10-K filed on February 13, 2024

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

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104 Cover Page Interactive Data File in Inline XBRL format (Included in Exhibit 101).

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

* Management contract or compensatory plan or arrangement.

2 unchanged sentences

ONEMAIN HOLDINGS, INC.

/s/ Jeannette E.

Executive Vice President and Chief Financial Officer

2 unchanged sentences

/s/ Douglas H.

Shulman /s/ Aneek S.

Shulman Aneek S.

Shulman /s/ Valerie Soranno Keating

Shulman Valerie Soranno Keating

(President, Chief Executive Officer, Chairman of the Board, and Director — Principal Executive Officer) (Director)

Conrad /s/ Valerie Soranno Keating

Conrad Valerie Soranno Keating

/s/ Jeannette E.

/s/ Richard A.

(Executive Vice President and Chief Financial Officer —

1 unchanged sentence

/s/ Michael A.

Hedlund /s/ Richard A.

Hedlund Richard A.

Hedlund /s/ Phyllis R.

Hedlund Phyllis R.

(Senior Vice President and Group Controller —

Principal Accounting Officer) (Director)

Guthrie /s/ Phyllis R.

Guthrie Phyllis R.

(Director) (Director)

Daruvala /s/ Philip L.

Daruvala Philip L.

Guthrie /s/ Philip L.

Guthrie Philip L.

(Director) (Director)

8 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 7, 2025.

/s/ Jeannette E.

(President, Chief Executive Officer, and Director —

2 unchanged sentences

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

/s/ Jeannette Osterhout

Jeannette Osterhout

(Executive Vice President and Director)

(Executive Vice President, Chief Operating Officer, and Director)

/s/ Michael A.

2 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