OneMain Holdings Inc美股招股说明书(2026-08-06版)

The information in this preliminary prospectus supplement and the accompanying prospectus is not completeand may be changed. A registration statement relating to the securities has been declared effective by theSecurities and Exchange Commission. This preliminary prospectus supplement and the accompanyingprospectus are neither offers to sell nor solicitations of offers to buy these securities in any jurisdiction wherethe offer or sale thereof is not permitted. Filed Pursuant to Rule424(b)(3)Registration Statement No. 333-274956333-274956-01 OneMain Finance Corporation$500,000,000% Senior Notes due 2034 OneMain Finance Corporation (“OMFC”) is offering $500,000,000 aggregate principal amount of its% Senior Notes due 2034 (the“notes”). The notes will bear interest at a rate of% per annum and will mature on, 2034. Interest will accrue on the notesfrom, 2026. Interest on the notes is payable onandof each year, commencing on, 2027. The notes will be redeemable, in whole or in part, at any time on or after, 2029 at the redemption prices set forth in this prospectussupplement under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to, but excluding, the dateof redemption. At any time prior to, 2029, the notes will be redeemable, in whole or in part, at a redemption price equal to 100%of the principal amount of the notes, plus accrued and 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 a wholly-owneddirect 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 and futureunsubordinated debt. The notes will be effectively subordinated to all of OMFC’s secured obligations to the extent of the value of theassets securing such obligations, and structurally subordinated to all existing and future liabilities of OMFC’s subsidiaries (includingOneMain). OMFC intends to use 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-6of this prospectus supplement and page7of theaccompanying prospectus and those risk factors in the documents incorporated by reference in this prospectus supplement andthe accompanying prospectus. (1)Plus accrued interest, if any, from, 2026, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation 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 Trust Company(“DTC”) to the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and ClearstreamBanking S.A., on or about, 2026. 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 documentsincorpor