OneMain Holdings Inc美股招股说明书(2025-09-04版)

OneMain Finance Corporation$800,000,0006.500% Senior Notes due 2033 OneMain Finance Corporation (“OMFC”) is offering $800,000,000 aggregate principal amount of its 6.500% Senior Notes due 2033(the “notes”). The notes will bear interest at a rate of 6.500% per annum and will mature on March15, 2033. Interest will accrue onthe notes from September17, 2025. Interest on the notes is payable on March15 and September15 of each year, commencing onMarch15, 2026. The notes will be redeemable, in whole or in part, at any time on or after September15, 2028 at the redemption prices set forth in thisprospectus supplement under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to, butexcluding, the date of redemption. At any time prior to September15, 2028, the notes will be redeemable, in whole or in part, at aredemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, thedate of redemption, plus a “make-whole” premium, as described under “Description of the Notes—Optional Redemption.” The notes will be guaranteed by OMFC’s direct parent company, OneMain Holdings, Inc. (“OMH”), of which OMFC is a wholly-owned direct subsidiary, but the notes will not be guaranteed by any of OMFC’s subsidiaries, including OneMain Financial Holdings,LLC (“OMFH”) and its subsidiaries (OMFH and its subsidiaries, collectively, “OneMain”), or any other party. The notes will be OMFC’s general unsecured obligations and will rank equally in right of payment with all of OMFC’s existing andfuture unsubordinated debt. The notes will be effectively subordinated to all of OMFC’s secured obligations to the extent of the valueof the assets securing such obligations, and structurally subordinated to all existing and future liabilities of OMFC’s subsidiaries(including OneMain). OMFC intends to use all of the net proceeds from this offering for general corporate purposes, which may include debt repurchases orrepayments. See “Use of Proceeds.” Investing in the notes involves risks. See “Risk Factors” beginning on page S-7of this prospectus supplement and page7of the accompanying prospectus and those risk factors in the documents incorporated by reference in this prospectussupplement and the accompanying prospectus. (1)Plus accrued interest, if any, from September 17, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The notes will not be listed on any securities exchange. We expect that beneficial interests in the notes will be credited in book-entry form through the facilities of The Depository TrustCompany (“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, andClearstream Banking S.A., on or about September 17, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statementthat we filed with the SEC. Under this shelf registration process, we may sell the securities described in theaccompanying prospectus at our discretion in one or more offerings. You should read (i) this prospectussupplement, (ii) the accompanying prospectus, (iii) any free writing prospectus prepared by or on behalf of usor to which we have referred you and (iv) the documents incorporated by reference herein and therein thatare described in this prospectus supplement and the accompanying prospectus under the heading “WhereYou Can Find More Information” and “Incorporation by Reference.” We and the underwriters have not authorized anyone to provide you with any information other than thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or anyfree writing prospectus prepared by or on behalf of us or to which we have referred you. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others mayhave provided you. We and the underwriters are offering to sell, and seeking offers to buy, these securitiesonly in jurisdictions where the offers and sales are permitted. You should assume that the informationappearingin this prospectus supplement and the accompanying prospectus or any other documentsincorporated by reference in either is accurate only as of the stated date of each document in which theinformation is contained. After the stated date, our business, financial condition, results of operations andprospects may have changed. This prospectus supplement and the accompanying prospectus summarize certain documents and otherinformation to which we refer you for a more complete understanding of what we discuss in this