What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-06 compared with 2025-02-07 · 111 added, 128 removed, 461 unchanged (34% of the section changed)

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Additionally, our insurance subsidiaries offer optional credit and non-credit insurance and other optional products.

We also offer two credit cards, BrightWay and BrightWay+, which are designed to offer a highly digital customer experience while also rewarding customers for responsible credit activity.

We also offer credit cards under our BrightWay brand which are designed to offer a highly digital customer experience while also rewarding customers for responsible credit activity.

Our resources allow us to operate in 48 states and provide a seamless experience through our customers’ preferred channels, including in person, online or over the phone, using our digital platforms, distribution partnerships, or working with our expert team members at more than 1,300 locations.

Our product offerings include:

• Personal Loans — We offer personal loans through our branch network, central operations, digital affiliates, and our website, www.onemainfinancial.com, to customers who need timely access to cash.

• Personal Loans — We offer personal loans through our branch network, central operations, direct mail, digital affiliates, and our website, www.onemainfinancial.com, to customers who need timely access to cash.

Our personal loans are non-revolving, with a fixed rate, have fixed terms generally between three and six years, and are secured by automobiles, other titled collateral, or are unsecured.

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The loans are non-revolving, with a fixed rate, and have fixed terms generally between three and six years.

At December 31, 2024, we had approximately 127 thousand auto finance loans totaling $2.1 billion of net finance receivables, compared to approximately 54 thousand auto finance loans totaling $745 million of net finance receivables at December 31, 2023.

At December 31, 2025, we had approximately 148 thousand auto finance loans totaling $2.5 billion of net finance receivables, compared to approximately 127 thousand auto finance loans totaling $2.1 billion of net finance receivables at December 31, 2024.

We also service auto finance loans for our whole loan sale partners and loans originated by third parties.

• Credit Cards — BrightWay and BrightWay+ credit cards originate through a third-party bank partner from which we purchase the receivable balances.

• Credit Cards — BrightWay credit cards are originated through a third-party bank partner from which we purchase the receivable balances.

The credit cards are offered across our branch network, as well as through direct mail, our digital affiliates, and our website.

Credit cards are open-ended, revolving, with a fixed rate, and are unsecured.

At December 31, 2024, we had approximately 783 thousand open credit card customer accounts, totaling $643 million of net finance receivables, compared to approximately 431 thousand open credit card customer accounts, totaling $330 million of net finance receivables at December 31, 2023.

At December 31, 2025, we had approximately 1.1 million open credit card customer accounts, totaling $936 million of net finance receivables, compared to approximately 783 thousand open credit card customer accounts, totaling $643 million of net finance receivables at December 31, 2024.

• Optional Products — We offer our custom ers optional credit insurance products (life, disability, and involuntary unemployment insurance) and optional non-credit insurance products through both our branch network and our central operations.

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The remaining components (which we refer to as “Other”) consist of our liquidating SpringCastle Portfolio servicing activity and our non-originating legacy operations, which primarily include our liquidating real estate loans held for sale and reported in Other assets in our consolidated balance sheets.

See Note 18 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for more information about our segment.

See Note 18 of the Notes to the Consolidated Financial Statements included in Part II - Item 8 in this report for more information about our segment.

HOW WE ASSESS OUR BUSINESS PERFORMANCE

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We track the interest expense incurred on our debt to monitor the components of our cost of funds.

We expect interest expense to fluctuate based on changes in the secured versus unsecured mix of our debt, time to maturity, interest rates, and utilization of revolving conduit facilities and credit card revolving variable funding note (“VFN”) facilities.

We expect interest expense to fluctuate based on changes in the secured versus unsecured mix of our debt, time to maturity, interest rates, and utilization of revolving conduit facilities, credit card revolving variable funding note (“VFN”) facilities, and the unsecured corporate revolver.

Net Credit Losses

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RECENT DEVELOPMENTS

Acquisition of Foursight Capital LLC

On April 1, 2024, we completed our previously announced acquisition of Foursight Capital LLC (“Foursight”), a wholly owned subsidiary of Jefferies Financial Group, Inc.

Foursight is an automobile finance company that purchases and services automobile retail installment contracts.

Contracts are sourced through an extensive network of auto dealers.

We believe Foursight’s seasoned team, scalable technology, tested credit models, franchise dealer network, and loan portfolio will support OneMain’s disciplined expansion into the auto lending business.

See Note 4 of the Notes to the Consolidated Financial Statements included in this report for further information.

Issuances and Redemption of Unsecured Debt

On May 22, 2024, OMFC issued a total of $750 million aggregate principal amount of 7.500% Senior Notes due 2031.

On June 10, 2024, OMFC paid a net aggregate amount of $1.0 billion, inclusive of accrued interest and premium, to complete the redemption of its 6.875% Senior Notes due 2025.

On August 19, 2024, OMFC issued a Social Bond offering for a total of $750 million aggregate principal amount of 7.125% Senior Notes due 2031.

On November 4, 2024, OMFC issued a total of $900 million aggregate principal amount of 6.625% Senior Notes due 2029.

Unsecured Corporate Revolver

On September 6, 2024, OMFC amended its unsecured corporate revolver.

At December 31, 2024, the borrowing capacity was $1.1 billion.

For information regarding the issuances and redemption of our unsecured debt and our unsecured corporate revolver, see “Liquidity and Capital Resources” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Securitization Transaction Completed - OMFIT 2024-1

Issuances and Redemptions of Unsecured Debt

On March 13, 2025, OMFC issued a total of $600 million aggregate principal amount of 6.750% Senior Notes due 2032.

On June 11, 2025, OMFC issued a total of $800 million aggregate principal amount of 7.125% Senior Notes due 2032.

On June 27, 2025, OMFC paid a net aggregate amount of $822 million, inclusive of accrued interest and premium, to complete a partial redemption of its 7.125% Senior Notes due 2026.

On August 12, 2025, OMFC issued a total of $750 million aggregate principal amount of 6.125% Senior Notes due 2030.

On August 28, 2025, OMFC paid a net aggregate amount of $719 million, inclusive of accrued interest and premium, to complete the redemption of its 9.000% Senior Notes due 2029.

On September 17, 2025, OMFC issued a total of $800 million aggregate principal amount of 6.500% Senior Notes due 2033.

On December 18, 2025, OMFC issued a total of $1.0 billion aggregate principal amount of 6.750% Senior Notes due 2033.

On December 16, 2025, OMFC issued a notice of full redemption of the remaining 7.125% Senior Notes due 2026.

On January 15, 2026, OMFC paid a net aggregate amount of $436 million, inclusive of accrued interest and premium, to complete the full redemption.

For information about the issuances and redemptions of our unsecured debt, see “Liquidity and Capital Resources” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Securitization Transactions Completed - ODART 2025-1 and OMFIT 2025-1

For information regarding the issuances of our secured debt, see “Liquidity and Capital Resources” under Management’s

Discussion and Analysis of Financial Condition and Results of Operations in this report.

Appointments of Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”)

On February 13, 2024, the Company announced the appointments of Micah R.

Conrad as Executive Vice President (“EVP”) and COO and Jeannette E.

Osterhout as EVP and CFO, effective March 31, 2024.

Conrad served as the Company’s EVP and CFO since March 2019 and succeeded Rajive Chadha.

In connection with Mr.

Conrad’s appointment as COO, Ms.

Osterhout assumed the role of CFO.

Osterhout served as the Company’s EVP and Chief Strategy Officer since November 2020.

Appointments of OMFC’s President and CEO and COO

Effective March 31, 2024, OMFC’s Board of Directors appointed Ms.

Osterhout as OMFC’s President and CEO and elected Mr.

Conrad as EVP and COO.

Osterhout succeeded Mr.

Conrad’s former position as President and CEO of OMFC and Mr.

Conrad succeeded Mr.

Chadha as EVP and COO of OMFC.

Resignation of a Member of the OMH Board of Directors

On September 17, 2024, Aneek S.

Mamik resigned from the OMH Board of Directors.

Election of Members to the OMH Board of Directors

On March 17, 2025, Andrew D.

Macdonald was elected to the OMH Board of Directors.

On June 10, 2025, Christopher A.

Halmy was elected to the OMH Board of Directors.

Cash Dividends to OMH’s Common Stockholders

For information regarding the quarterly dividends declared by OMH, see “Liquidity and Capital Resources” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Stock Repurchase Program

On October 23, 2025, the Board authorized a stock repurchase program that replaces and supersedes our previous share repurchase program, which allows us to repurchase up to $1.0 billion of OMH’s outstanding common stock, excluding fees, commissions, excise taxes, and other expenses related to the repurchases.

The authorization expires on December 31, 2028.

We actively monitor the current macroeconomic environment and remain prepared for any developments that may impact our business.

Our financial condition and results of operations could be affected by macroeconomic conditions, including changes in unemployment, inflation, interest rates, consumer confidence, and geopolitical actions outside of the U.S.

We incorporate updates to our macroeconomic assumptions, as necessary, which could lead to adjustments in our allowance for finance receivable losses, allowance ratio, and provision for finance receivable losses.

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(a) See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.

(b) The calculation for the year ended December 31, 2024 has been adjusted for policy alignment associated with the Foursight Acquisition.

(b) The calculations for the year ended December 31, 2024 have been adjusted for policy alignment associated with the Foursight Acquisition.

For more information on the Foursight Acquisition, see Note 4 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report.

Comparison of Consolidated Results for Twelve Months Ended December 31, 2025 and 2024

Interest income increased $429 million or 9% in 2024 when compared to 2023 due to growth in average net receivables.

Interest expense increased $166 million or 16% in 2024 when compared to 2023 due to an increase in average debt to support our receivables growth and a higher average cost of funds.

Provision for finance receivable losses increased $319 million or 19% in 2024 when compared to 2023 related to growth in our receivables, higher net charge-offs, and the additional build associated with the loans acquired in the Foursight Acquisition.

The increases were partially offset by a lower build in the allowance for finance receivable losses in the current year due to improved credit performance.

Other revenues decreased $40 million or 5% in 2024 when compared to 2023 due to a lower gain on sales of finance receivables, a net loss on the repurchase and repayment of debt in the current period, and a decrease in investment revenue due to lower average corporate cash balances, partially offset by an increase in credit card revenue from growth in receivables and higher servicing revenue associated with our whole loan sale program.

Other expenses increased $77 million or 5% in 2024 when compared to 2023 driven by an increase in general operating expenses due to our strategic investments in the business, including the Foursight Acquisition and growth in our receivables, and restructuring charges in the current period associated with strategic cost-savings initiatives.

The increase was partially offset by regulatory settlements in the prior period.

Income taxes decreased $41 million or 20% in 2024 when compared to 2023 due to lower pretax income.

See Note 14 of the Notes to the Consolidated Financial Statements included in this report for further information on effective tax rates.

Interest income increased $462 million or 9% in 2025 when compared to 2024 due to growth in average net receivables and an increase in yield.

Interest expense increased $87 million or 7% in 2025 when compared to 2024 due to an increase in average debt to support our receivables growth.

Provision for finance receivable losses decreased $43 million or 2% in 2025 when compared to 2024 reflecting the impact of the Foursight Acquisition in the second quarter of 2024 and lower net charge-offs, offset by growth in receivables.

Other revenues increased $25 million or 4% in 2025 when compared to 2024 due to an increase in sales of finance receivables and an increase in credit card revenue from growth in new accounts, offset by an increase in losses on repurchases and repayments of debt and a decrease in investment revenue due to declining interest rates and lower average corporate cash balances.

Other expenses increased $109 million or 6% in 2025 when compared to 2024, driven by an increase in general operating expenses and salaries and benefits expense due to growth in our receivables and our strategic investments in the business.

The increase was offset by lower restructuring charges in the current period.

Income taxes increased $60 million or 39% in 2025 when compared to 2024 due to higher pretax income.

See Note 14 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in this report for further information on effective tax rates.

Comparison of Consolidated Results for 2024 and 2023

For a comparison of OMH's results of operation for the years ended 2023 and 2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—OMH’s Consolidated Results” in Part II - Item 7 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 13, 2024.

For a comparison of OMH’s operating results for the years ended 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations” in Part II - Item 7 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025.

NON-GAAP FINANCIAL MEASURES

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Management believes C&I adjusted pretax income (loss) is useful in assessing the profitability of our segment.

Management also uses C&I pretax capital generation, a non-GAAP financial measure, as a key performance measure of our segment.

Management also uses pretax capital generation, a non-GAAP financial measure, as a key performance measure of our segment.

This measure represents C&I adjusted pretax income as discussed above and excludes the change in our C&I allowance for finance receivable losses in the period while still considering the C&I net charge-offs incurred during the period.

Management believes that C&I pretax capital generation is useful in assessing the capital created in the period impacting the overall capital adequacy of the Company.

Management believes that pretax capital generation is useful in assessing the capital created in the period impacting the overall capital adequacy of the Company.

Management believes that the Company’s reserves, combined with its equity, represent the Company’s loss absorption capacity.

Management utilizes both C&I adjusted pretax income (loss) and C&I pretax capital generation in evaluating our performance.

Management utilizes both C&I adjusted pretax income (loss) and pretax capital generation in evaluating our performance.

Additionally, both of these non-GAAP measures are consistent with the performance goals established in OMH’s executive compensation program.

C&I adjusted pretax income (loss) and C&I pretax capital generation are non-GAAP financial measures and should be considered supplemental to, but not as a substitute for or superior to, income (loss) before income taxes, net income, or other measures of financial performance prepared in accordance with GAAP.

OMH’s reconciliations of income before income tax expense on a Segment Accounting Basis to C&I adjusted pretax income (non-GAAP) and C&I pretax capital generation (non-GAAP) were as follows:

C&I adjusted pretax income (loss) and pretax capital generation are non-GAAP financial measures and should be considered supplemental to, but not as a substitute for or superior to, income (loss) before income taxes, net income, or other measures of financial performance prepared in accordance with GAAP.

OMH’s reconciliations of income before income tax expense on a Segment Accounting Basis to C&I adjusted pretax income (non-GAAP) and pretax capital generation (non-GAAP) were as follows:

(dollars in millions)

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The results of OMFC are consolidated into the results of OMH.

Due to the nominal differences between OMFC and OMH, content throughout this section relate only to OMH.

Due to the nominal differences between OMFC and OMH, content throughout this section relates only to OMH.

See Note 1 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information.

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(a) See “Glossary” at the beginning of this report for formulas and definitions of our key performance ratios.

(b) The calculation for the year ended December 31, 2024 has been adjusted for policy alignment associated with the Foursight Acquisition.

(b) The calculations for the year ended December 31, 2024 have been adjusted for policy alignment associated with the Foursight Acquisition.

Comparison of Adjusted Pretax Income for Twelve Months Ended December 31, 2025 and 2024

Interest income increased $406 million or 9% in 2024 when compared to 2023 due to growth in average net receivables.

Interest expense increased $166 million or 16% in 2024 when compared to 2023 due to an increase in average debt to support our receivables growth and a higher average cost of funds.

Provision for finance receivable losses increased $260 million or 15% in 2024 when compared to 2023 related to growth in our receivables and higher net charge-offs.

The increase was partially offset by a lower build in the allowance for finance receivable losses in the current year due to improved credit performance.

Other revenues remained consistent in 2024 when compared to 2023 as a lower gain on sales of finance receivables and a decrease in investment revenue due to lower average corporate cash balances were offset by an increase in credit card revenue from growth in receivables and higher servicing revenue associated with our whole loan sale program.

Other expenses increased $67 million or 4% in 2024 when compared to 2023 driven by an increase in general operating expenses due to our strategic investments in the business, including the Foursight Acquisition and growth in our receivables.

Interest income increased $467 million or 9% in 2025 when compared to 2024 due to growth in average net receivables and an increase in yield.

Interest expense increased $89 million or 8% in 2025 when compared to 2024 due to an increase in average debt to support our receivables growth.

Provision for finance receivable losses increased $18 million or 1% in 2025 when compared to 2024 due to growth in receivables, offset by lower net charge-offs.

Other revenues increased $60 million or 8% in 2025 when compared to 2024 due to an increase in sales of finance receivables and an increase in credit card revenue from growth in new accounts, offset by a decrease in investment revenue due to declining interest rates and lower average corporate cash balances.

Other expenses increased $142 million or 8% in 2025 when compared to 2024 driven by increases in salaries and benefits expense and general operating expenses due to growth in receivables and our strategic investments in the business.

Comparison of Adjusted Pretax Income for 2024 and 2023

For a comparison of OMH's adjusted pretax income for C&I for the years ended 2023 and 2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—OMH’s Consolidated Results” in Part II -Item 7 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 13, 2024

For a comparison of OMH’s adjusted pretax income for C&I for the years ended 2024 and 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Segment Results” in Part II - Item 7 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025.

Credit Quality

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We leverage projections from various industry leading providers.

We also consider inflationary pressures, consumer confidence levels, and interest rate increases that may continue to impact the economic outlook.

We also consider inflationary pressures, consumer confidence levels, and elevated interest rates that may continue to impact the economic outlook.

At December 31, 2025, our economic forecast used a reasonable and supportable period of 12 months.

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$ 2,415 $ 65 $ — $ 2,480

Impact of adoption of ASU 2022-02 (b)

(20) — 4 (16)

Provision for finance receivable losses

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$ 2,294 $ 21 $ (4) $ 2,311

Impact of adoption of ASU 2022-02 (b)

(20) — 4 (16)

Provision for finance receivable losses

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(a) Represents allowance for finance receivable losses recognized on loans acquired in the Foursight Acquisition.

See Note 4 for additional information.

(b) As a result of the adoption of ASU 2022-02, we recorded a one-time adjustment to the allowance for finance receivable losses.

See Notes 3, 4, and 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 of OMH’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 13, 2024 for additional information on the adoption of ASU 2022-02.

(b) As a result of the adoption of ASU 2022-02, Financial Instruments - Credit Losses , we recorded a one-time adjustment to the allowance for finance receivable losses.

The current delinquency status of our finance receivable portfolio, inclusive of recent borrower performance and loss performance, volume of our modified finance receivable activity, level and recoverability of collateral securing our finance receivable portfolio, portfolio mix, and the reasonable and supportable forecast of economic conditions are the primary drivers that can cause fluctuations in our allowance ratio from period to period.

We monitor the allowance ratio to ensure we have a sufficient level of allowance for finance receivable losses based on the estimated lifetime expected credit losses in our finance receivable portfolio.

The allowance for finance receivable losses as a percentage of net finance receivables decreased from the prior year period primarily due to an improvement in credit performance and change in the portfolio mix.

The allowance for finance receivable losses as a percentage of net finance receivables remained consistent compared to the prior year period.

See Note 6 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for more information about the changes in the allowance for finance receivable losses.

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SOURCES AND USES OF FUNDS

We finance the majority of our operating liquidity and capital needs through a combination of cash flows from operations, secured debt, unsecured debt, borrowings from revolving conduit facilities and credit card revolving VFN facilities, whole loan sales, and equity.

We finance the majority of our operating liquidity and capital needs through a combination of cash flows from operations, secured debt, unsecured debt, borrowings from revolving conduit facilities, credit card revolving VFN facilities, the unsecured corporate revolver, whole loan sales, and equity.

We may also utilize other sources in the future.

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OMH’s net cash outflow from operating and investing activities totaled $29 million for the year ended December 31, 2025.

At December 31, 2024, our scheduled interest payments for 2025 totaled $591 million and there were no scheduled principal payments for 2025 on our existing unsecured debt.

At December 31, 2025, our scheduled principal and interest payments for 2026 on our existing unsecured debt totaled $1.1 billion.

As of December 31, 2025, we had $11.8 billion of unencumbered receivables.

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OMFC’s Issuances, Redemptions, and Repurchases of Unsecured Debt

On May 22, 2024, OMFC issued a total of $750 million aggregate principal amount of 7.500% Senior Notes due 2031 under the Base Indenture, as supplemented by the Seventeenth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On June 10, 2024, OMFC paid a net aggregate amount of $1.0 billion, inclusive of accrued interest and premium, to complete the redemption of its 6.875% Senior Notes due 2025.

On August 19, 2024, OMFC issued a Social Bond offering for a total of $750 million aggregate principal amount of 7.125% Senior Notes due 2031 under the Base Indenture, as supplemented by the Eighteenth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

OMFC allocates an amount equivalent to the net proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain’s Social Bond Framework.

On November 4, 2024, OMFC issued a total of $900 million aggregate principal amount of 6.625% Senior Notes due 2029 under the Base Indenture, as supplemented by the Nineteenth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On March 13, 2025, OMFC issued a total of $600 million aggregate principal amount of 6.750% Senior Notes due 2032 under the Base Indenture, as supplemented by the Twentieth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On June 11, 2025, OMFC issued a total of $800 million aggregate principal amount of 7.125% Senior Notes due 2032 under the Base Indenture, as supplemented by the Twenty-First Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On June 27, 2025, OMFC paid a net aggregate amount of $822 million, inclusive of accrued interest and premium, to complete a partial redemption of its 7.125% Senior Notes due 2026.

On August 12, 2025, OMFC issued a total of $750 million aggregate principal amount of 6.125% Senior Notes due 2030 under the Base Indenture, as supplemented by the Twenty-Second Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On August 28, 2025, OMFC paid a net aggregate amount of $719 million, inclusive of accrued interest and premium, to complete the redemption of its 9.000% Senior Notes due 2029.

On September 17, 2025, OMFC issued a total of $800 million aggregate principal amount of 6.500% Senior Notes due 2033 under the Base Indenture, as supplemented by the Twenty-Third Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On December 18, 2025, OMFC issued a total of $1.0 billion aggregate principal amount of 6.750% Senior Notes due 2033 under the Base Indenture, as supplemented by the Twenty-Fourth Supplemental Indenture, pursuant to which OMH provided a guarantee on an unsecured basis.

On December 16, 2025, OMFC issued a notice of full redemption of the remaining 7.125% Senior Notes due 2026.

On January 15, 2026, OMFC paid a net aggregate amount of $436 million, inclusive of accrued interest and premium, to complete the redemption.

From time to time we may purchase portions of our unsecured indebtedness through the open market.

During the year ended December 31, 2024, we repurchased $589 million of our unsecured notes.

During the year ended

December 31, 2025, we repurchased $280 million of our unsecured notes.

OMFC’s Unsecured Corporate Revolver

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Securitizations, Revolving Conduit Facilities, and Credit Card Revolving VFN Facilities

During the year ended December 31, 2024, we completed one new consumer loan securitization (OMFIT 2024-1, see “Securitized Borrowings” below) and redeemed one consumer loan securitization (FCRT 2021-1, see “Securitized Borrowings” below).

During the year ended December 31, 2024, we entered into three new revolving conduit facilities, terminated one revolving conduit facility, and, pursuant to an amendment, converted one revolving conduit facility to a private secured term funding facility.

During the year ended December 31, 2025, we completed two new consumer loan securitizations (ODART 2025-1 and OMFIT 2025-1, see “Securitized Borrowings” below) and redeemed three consumer loan securitizations (OMFIT 2018-2, FCRT 2021-2, and FCRT 2022-1).

During the year ended December 31, 2025, we entered into one new revolving conduit facility and terminated one revolving conduit facility.

At December 31, 2025, the borrowing capacity of our revolving conduit facilities was $6.0 billion.

At December 31, 2024, we had $13.5 billion of consumer loan gross finance receivables pledged as collateral for our securitizations, revolving conduit facilities, and private secured term funding facilities.

Subsequent to December 31, 2024, we issued $900 million principal amount of notes backed by secured consumer loans (“ODART 2025-1”).

ODART 2025-1 has a revolving period of five years, during which time no principal payments are required to be made.

During the year ended December 31, 2024, we entered into two credit card revolving VFN facilities.

At December 31, 2025, we had $12.7 billion of consumer loan gross finance receivables pledged as collateral for our securitizations, revolving conduit facilities, and private secured term funding facility.

During the year ended December 31, 2025, we entered into no new credit card revolving VFN facilities.

On January 18, 2025, the borrowing capacity of OneMain Financial Credit Card Trust – Series 2024-VFN2 increased to $250 million.

At December 31, 2025, the borrowing capacity of our credit card revolving VFN facilities was $400 million.

At December 31, 2025, we had $590 million of credit card principal balances held in OneMain Financial Credit Card Trust (“OMFCT”) for our credit card revolving VFN facilities.

Private Secured Term Funding Facilities

At December 31, 2024, the maximum borrowing capacity of $725 million was outstanding under the private secured term funding facilities.

These facilities contain terms during which no principal payments are required, followed by subsequent amortization periods, which upon expiration the outstanding principal is due and payable.

See Notes 9 and 10 of the Notes to the Consolidated Financial Statements included in this report for further information on our long-term debt, securitization transactions, private secured term funding facilities, revolving conduit facilities, and credit card revolving VFN facilities.

Private Secured Term Funding

At December 31, 2025, the maximum borrowing capacity of $350 million was outstanding under the remaining private secured term funding facility.

Principal payments on any outstanding balances are not required until after October 2027 followed by a subsequent amortization period, which upon expiration the outstanding principal is due and payable.

See Notes 9 and 10 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on our long-term debt, securitization transactions, private secured term funding facility, revolving conduit facilities, and credit card revolving VFN facilities.

Credit Ratings

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Stock Repurchased

During the year ended December 31, 2024, OMH repurchased 755,274 shares of its common stock through its stock repurchase program for an aggregate total of $35 million, including commissions and fees.

During the year ended December 31, 2025, OMH repurchased 2,528,390 shares of its common stock through its stock repurchase program for an aggregate total of $141 million, including commissions, fees and excise taxes.

As of December 31, 2025, OMH held a total of 18,514,904 shares of treasury stock.

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(in millions)

February 7, 2024 February 20, 2024 February 23, 2024 $ 1.00 $ 120

January 31, 2025 February 12, 2025 February 20, 2025 $ 1.04 $ 124

April 29, 2025 May 9, 2025 May 16, 2025 1.04 124

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To provide funding for the dividend, OMFC paid dividends of $491 million to OMH during the year ended December 31, 2025.

On January 31, 2025, OMH declared a dividend of $1.04 per share payable on February 20, 2025 to record holders of OMH’s common stock as of the close of business on February 12, 2025.

On February 5, 2026, OMH declared a dividend of $1.05 per share payable on February 23, 2026 to record holders of OMH’s common stock as of the close of business on February 17, 2026.

To provide funding for the OMH dividend, the OMFC Board of Directors authorized a dividend in the amount of up to $125 million payable on or after February 18, 2026.

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OMH’s dividend payments may change from time to time, and the Board may choose not to continue to declare dividends in the future.

See our “Dividend Policy” in Part II - Item 5 of this report for further information.

See our “Dividend Policy” in Part II - Item 5 in this report for further information.

Whole Loan Sale Transactions

We have whole loan sale flow agreements with third parties, with current terms of less than one year, in which we agreed to sell a remaining total of $900 million gross receivables of newly originated unsecured personal loans along with any associated accrued interest.

During the year ended December 31, 2024, we sold a total of $542 million of gross finance receivables compared to $585 million during the year ended December 31, 2023.

We have whole loan sale flow agreements with third parties.

The Company is committed to sell a remaining total of $2.4 billion gross receivables of newly originated unsecured personal loans along with any associated accrued interest with a current term of less than three years.

During the year ended December 31, 2025, we sold a total of $1.0 billion of gross finance receivables compared to $542 million during year ended December 31, 2024.

See Note 5 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on the whole loan sale transactions.

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OMH’s Investing Activities

Net cash used for investing activities of $3.3 billion for the year ended December 31, 2024 was due to net principal originations and purchases of finance receivables, purchases of available-for-sale and other securities, and the Foursight Acquisition, partially offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale and other securities.

Net cash used for investing activities of $2.9 billion and $2.1 billion for the years ended December 31, 2023 and 2022, respectively, was due to net principal originations and purchases of finance receivables and purchases of available-for-sale and other securities, partially offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale and other securities.

Net cash used for investing activities of $3.2 billion for the year ended December 31, 2025 was due to net principal originations and purchases of finance receivables and purchases of available-for-sale securities, offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale securities.

Net cash used for investing activities of $3.3 billion for the year ended December 31, 2024 was due to net principal originations and purchases of finance receivables, purchases of available-for-sale and other securities, and the Foursight Acquisition, offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale and other securities.

Net cash used for investing activities of $2.9 billion for the year ended December 31, 2023 was due to net principal originations and purchases of finance receivables and purchases of

available-for-sale and other securities, offset by the proceeds from sales of finance receivables and calls, sales, and maturities of available-for-sale and other securities.

OMH’s Financing Activities

Net cash provided by financing activities of $161 million for the year ended December 31, 2024 was due to the issuances and borrowings of long-term debt, partially offset by repayments and repurchases of long-term debt, cash dividends paid, and common stock repurchased.

Net cash provided by financing activities of $932 million for the year ended December 31, 2023 was due to the issuance and borrowings of long-term debt, partially offset by repayments and repurchases of long-term debt and cash dividends paid.

Net cash used for financing activities of $326 million was due to repayments and repurchases of long-term debt, cash dividends paid, and the cash paid to repurchase common stock, partially offset by the issuance and borrowings of long-term debt.

Net cash provided by financing activities of $500 million and $161 million for the year ended December 31, 2025 and 2024, respectively, was due to the issuances and borrowings of long-term debt, offset by repayments and repurchases of long-term debt, cash dividends paid, and common stock repurchased.

Net cash provided by financing activities of $932 million for the year ended December 31, 2023 was due to issuances and borrowings of long-term debt, offset by repayments and repurchases of long-term debt and cash dividends paid.

OMH’s Cash and Investments

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• the potential for disruptions in the debt and equity markets.

The principal factors that could decrease our liquidity are customer delinquencies and defaults, a decline in customer prepayments, rising interest rates, and a prolonged inability to adequately access capital market funding.

The principal factors that could decrease our liquidity are customer delinquencies and defaults, a decline in customer prepayments, rising interest rates, or a prolonged inability to adequately access capital market funding.

We intend to support our liquidity position by utilizing some or all of the following strategies:

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• purchasing portions of our outstanding indebtedness through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices, as well as with such consideration, as we may determine;

• obtaining new and extending existing secured revolving facilities and credit card revolving VFN facilities to provide committed liquidity in case of prolonged market fluctuations.

• obtaining new and extending existing revolving facilities to provide committed liquidity in case of prolonged market fluctuations.

However, it is possible that the actual outcome of one or more of our plans could be materially different than expected or that one or more of our significant judgments or estimates could prove to be materially incorrect.

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Our insurance subsidiaries are subject to state regulations that limit their ability to pay dividends.

See Note 11 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in this report for further information on these state restrictions and the dividends paid by our insurance subsidiaries from 2022 to 2024.

See Note 11 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for further information on these state restrictions and the dividends paid by our insurance subsidiaries from 2023 to 2025.

OUR DEBT AGREEMENTS

The debt agreements which OMFC and its subsidiaries are a party to include customary terms and conditions, including covenants and representations and warranties.

See Note 9 of the Notes to the Consolidated Financial Statements in Part II - Item 8 included in this report for more information on the restrictive covenants under OMFC’s debt agreements, as well as the guarantees of OMFC’s long-term debt.

See Note 9 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for more information on the restrictive covenants under OMFC’s debt agreements, as well as the guarantees of OMFC’s long-term debt.

Securitized Borrowings

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(dollars in millions) Issue Amount (a) Initial Collateral Balance Current

Outstanding (a) Current Collateral Balance

Outstanding (a) Current Collateral Balance (b)

Weighted Average

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OMFIT 2019-2 $ 900 $ 947 $ 900 $ 995 3.30 % 7 years

OMFIT 2019-2 900 947 900 995 3.30 % 7 years

OMFIT 2019-A 789 892 750 892 3.78 % 7 years

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OMFIT 2024-1 1,100 1,222 1,100 1,222 5.99 % 7 years

OMFIT 2025-1 1,000 1,124 1,000 1,124 4.97 % 3 years

ODART 2019-1 737 750 189 216 4.22 % 5 years

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ODART 2023-1 750 792 750 792 5.63 % 3 years

FCRT 2021-2 (c) 280 281 48 47 2.30 % N/A

FCRT 2022-1 (c) 293 294 72 70 2.99 % N/A

FCRT 2022-2 (c) 215 233 57 75 5.91 % N/A

FCRT 2023-1 (c) 182 199 77 94 5.89 % N/A

FCRT 2023-2 (c) 200 208 111 119 6.48 % N/A

FCRT 2024-1 (c) 210 214 142 148 6.08 % N/A

ODART 2025-1 900 926 900 926 5.48 % 5 years

FCRT 2022-2 215 233 23 43 6.80 % N/A

FCRT 2023-1 182 199 39 56 6.39 % N/A

FCRT 2023-2 200 208 68 72 6.80 % N/A

FCRT 2024-1 210 214 86 90 6.46 % N/A

Total securitizations $ 15,237 $ 16,476 $ 11,150 $ 12,553

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(b) Inclusive of in-process replenishments of collateral for securitized borrowings in a revolving status as of December 31, 2025.

See Note 4 for additional information.

See “Liquidity and Capital Resources - Sources and Uses of Funds - Securitizations, Revolving Conduit Facilities, and Credit Card Revolving VFN Facilities” above for information on the securitization transaction completed subsequent to December 31, 2024.

Revolving Conduit Facilities

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Hudson River Funding, LLC 500 —

OneMain Financial Funding XI, LLC 425 —

OneMain Financial Funding VIII, LLC 400 —

River Thames Funding, LLC 400 —

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OneMain Financial Funding XII, LLC 400 —

OneMain Financial Funding XIII, LLC 400 —

Mystic River Funding, LLC 350 —

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Hubbard River Funding, LLC 350 —

OneMain Financial Funding XI, LLC 325 —

New River Funding Trust 250 —

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At December 31, 2025, our material contractual obligations were as follows:

(dollars in millions) 2025 2026-2027 2028-2029 2030+ Securitizations Private Secured Term Funding Facilities

(dollars in millions) 2026 2027-2028 2029-2030 2031+ Securitizations Private Secured Term Funding Facility

Facilities Total

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Junior subordinated debt — — — 350 — — — 350

Private secured term funding facilities (a)

Private secured term funding facility (a)

— — — — — 350 — 350

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Total $ 1,097 $ 3,396 $ 4,914 $ 6,357 $ 12,644 $ 383 $ 1 $ 28,792

(a) Securitizations, private secured term funding facilities, and borrowings under revolving conduit facilities are not included in maturities by period due to their variable monthly payments.

(a) Securitizations, private secured term funding facility, and borrowings under revolving conduit facilities are not included in maturities by period due to their variable monthly payments.

(b) Future interest payments on floating-rate debt are estimated based upon rates in effect at December 31, 2025.

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Our consumer loans are primarily segmented in the loss model by contractual delinquency status.

Other attributes in the model include loan modification status, collateral mix, and recent credit score.

Other attributes in the model include loan modification status, collateral mix, and credit score.

To estimate the gross credit losses, the model utilizes a roll rate matrix to project the first 12 months of losses and historical cohort performance to project the expected losses over the remaining term.

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We consider key economic factors, most notably unemployment rates, to incorporate into our estimate of the allowance for finance receivable losses.

Our macroeconomic forecast considers various scenarios of economic projections from industry leading forecast providers and extends over our reasonable and supportable forecast period, after which we revert to a historical average.

Due to the judgment and uncertainty in estimating the expected credit losses, we may experience changes to the macroeconomic assumptions within our forecast, as well as changes to our loan loss performance outlook, both of which could lead to further changes in our allowance for finance receivable losses, allowance ratio, and provision for finance receivable losses.

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See Note 3 of the Notes to the Consolidated Financial Statements in Part II - Item 8 in this report for discussion of recently issued accounting pronouncements.

Our consumer loan volume and demand are generally lowest during the first quarter of the year following the holiday season and as a result of tax refunds, and then increases through the end of the year.

Our consumer loan and credit card volume and demand are generally lowest during the first quarter of the year following the holiday season and as a result of tax refunds, and then increases through the end of the year.

Delinquencies follow similar trends, being generally lower during the first quarter of the year and rising throughout the remainder of the year.

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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 7. Management’s Discussion and Analysis