What changed in this filing

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Item 9A. Controls and Procedures

2026-02-06 compared with 2025-02-07 · 31 added, 55 removed, 207 unchanged (29% 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, 2025.

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, 2025 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, 2025.

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, 2025.

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

3 unchanged sentences

During the quarter ended December 31, 2025, 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 .

On November 18, 2025 , Micah R.

Conrad , Executive Vice President and Chief Operating Officer , entered into a stock trading plan under which he may sell up to 15,000 shares of common stock over a period of time ending on February 17, 2027 .

Other than as described above, during the quarter ended December 31, 2025, 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.

5 unchanged sentences

Executive Compensation.

The information required by Item 11 is incorporated by reference to the information presented in the sections captioned “Board

of Directors - Committees of the Board of Directors” and “Executive Compensation” in the Proxy Statement.

The information required by Item 11 is incorporated by reference to the information presented in the sections captioned “Board of Directors - Committees of the Board of Directors” and “Executive Compensation” in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

24 unchanged sentences

Incorporated by reference to Exhibit 3.1 to OMH’s Current Report on Form 8-K filed on November 17, 2015.

Amended and Restated Certificate of Incorporation of OneMain Holdings, Inc.

Incorporated by reference to Exhibit 3.1 to OMH’s Current Report on Form 8-K filed on June 10, 2025.

Amended and Restated Articles of Incorporation of OneMain Finance Corporation (formerly Springleaf Finance Corporation), as amended to date.

29 unchanged sentences

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

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.

Sixteenth Supplemental Indenture, dated as of December 13, 2023, among OneMain Finance Corporation, OneMain Holdings, Inc.

7 unchanged sentences

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.

Nineteenth Supplemental Indenture, dated as of November 4, 2024, among OneMain Finance Corporation, OneMain Holdings, Inc.

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

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

Twentieth Supplemental Indenture, dated as of March 13, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and HSBC Bank USA, National Association as Trustee (including form of 6.750% Senior Notes due 2032 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on March 13, 2025.

Twenty-First Supplemental Indenture, dated as of June 11, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and HSBC Bank USA, Trust, National Association as Trustee (including form of 7.125% Senior Notes due 2032 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on June 11, 2025.

Twenty-Second Supplemental Indenture, dated as of August 12, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 6.125% 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 August 12, 2025.

Twenty-Third Supplemental Indenture, dated as of September 17, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 6.500% Senior Notes due 2033 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on September 17, 2025.

Twenty-Fourth Supplemental Indenture, dated as of December 18, 2025, by and among OneMain Finance Corporation, OneMain Holdings, Inc., as Guarantor, and Wilmington Trust, National Association as Trustee (including form of 6.750% Senior Notes due 2033 included therein as Exhibit A).

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K on December 18, 2025.

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

1 unchanged sentence

Form of Indemnification Agreement.

Incorporated by reference to Exhibit 10.2 to OMH’s Current Report on Form 8-K filed on June 25, 2018.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on March 17, 2025.

OneMain Holdings, Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.16 to OMH’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016.

Form of Restricted Stock Award Agreement under the OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) 2013 Omnibus Incentive Plan (Employees).

Incorporated by reference as Exhibit 10.1 to OMH’s Quarterly Report on Form 10-Q for the period ended March 31, 2016, filed on May 6, 2016.

Form of Restricted Stock Award Agreement under the OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) 2013 Omnibus Incentive Plan (Non-Employee Directors).

Incorporated by reference to Exhibit 10.10 to Amendment No.

2 to OMH’s Form S-1 filed on October 1, 2013.

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

2 unchanged sentences

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

Amended 2013 Omnibus Incentive Plan (Employees) .

Incorporated by reference to Exhibit 10.2.5 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 9, 2021.

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

Amended 2013 Omnibus Incentive Plan (Employees).

Incorporated by reference to Exhibit 10.2.5.1 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 9, 2021.

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

Amended 2013 Omnibus Incentive Plan (Executive Team), effective for grants on or after July 16, 2021.

3 unchanged sentences

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.

Amended and Restated 2013 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.4 to OMH’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 1, 2019.

Form of Amendment Number 1 to Cash-Settled Stock-Based Award Agreement under the OneMain Holdings, Inc.

Amended 2013 Omnibus Incentive Plan (for executive officers other than the Chief Executive Officer).

Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 21, 2021.

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

Amended and Restated 2013 Omnibus Incentive Plan (Executive Team), effective for grants on or after February 6, 2025.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 2, 2025.

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 February 6, 2025.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 2, 2025.

Amendment to Springleaf Finance, Inc.

15 unchanged sentences

Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 21, 2021.

Amended and Restated Stockholders Agreement dated as of June 25, 2018 between OneMain Holdings, Inc.

(formerly Springleaf Holdings, Inc.) and OMH Holdings, L.P.

Incorporated by reference to Exhibit 10.1 to OMH’s Current Report on Form 8-K filed on June 25, 2018.

Joinder Agreement dated December 16, 2019 to the Amended and Restated Stockholders Agreement dated as of June 25, 2018 between OneMain Holdings, Inc.

and OMH Holdings, L.P.

by OMH (ML), L.P.

and V-OMH (ML) II, L.P.

Incorporated by reference to Exhibit 10.8.1 to OMH’s Annual Report on Form 10-K filed on February 14, 2020.

Joinder Agreement dated October 14, 2021 to the Amended and Restated Stockholders Agreement dated as of June 25, 2018 between OneMain Holdings, Inc., OMH Holdings, L.P.

and Uniform InvestCo GP LLC, Incorporated by reference to Exhibit 10.8.2 to OMH’s Annual Report on Form 10-K filed on February 11, 2022.

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

7 unchanged sentences

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

Insider Trading Policy and Procedures

Subsidiaries of OneMain Holdings, Inc.

27 unchanged sentences

/s/ Douglas H.

Shulman /s/ Valerie Soranno Keating

Shulman Valerie Soranno Keating

Shulman /s/ Christopher A.

Shulman Christopher A.

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

11 unchanged sentences

(Director) (Director)

Daruvala /s/ Andrew D.

Daruvala Andrew D.

(Director) (Director)

OMFC Signatures

17 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