OneMain Holdings Inc美股招股说明书(2025-12-05版)

OneMain Finance Corporation$1,000,000,0006.750% Senior Notes due 2033 OneMain Finance Corporation (“OMFC”) is offering $1,000,000,000 aggregate principal amount of its 6.750% SeniorNotes due 2033 (the “notes”). The notes will bear interest at a rate of 6.750% per annum and will mature onSeptember15,2033. Interest will accrue on the notes from December 18, 2025. Interest on the notes is payable on March15 and September 15 of each year, commencing on March 15, 2026. The notes will be redeemable, in whole or in part, at any time on or after December15, 2028 at the redemption prices setforthin this prospectus supplement under “Description of the Notes—Optional Redemption,” plus accrued and unpaidinterest, if any, to, but excluding, the date of redemption. At any time prior to December15, 2028, the notes will beredeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus accruedand unpaid interest, if any, to, but excluding, the date 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 awholly-owned direct subsidiary, but the notes will not be guaranteed by any of OMFC’s subsidiaries, including OneMainFinancial Holdings, LLC (“OMFH”) and its subsidiaries (OMFH and its subsidiaries, collectively, “OneMain”), or anyother party. The notes will be OMFC’s general unsecured obligations and will rank equally in right of payment with all of OMFC’sexisting and future unsubordinated debt. The notes will be effectively subordinated to all of OMFC’s secured obligationsto the extent of the value of the assets securing such obligations, and structurally subordinated to all existing and futureliabilities of OMFC’s subsidiaries (including OneMain). OMFC intends to use the net proceeds from this offering to repay outstanding secured facilities, with any excess to beused for general corporate purposes. See “Use of Proceeds.” Investing in the notes involves risks. See “Risk Factors” beginning on page S-6of this prospectus supplement andpage7of the accompanying prospectus and those risk factors in the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus. 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 istruthful or 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 DepositoryTrust Company (“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of theEuroclear System, and Clearstream Banking S.A., on or about December 18, 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 prospectussupplement and the accompanying prospectus. In making an investment decisio