Form FWP OneMain Holdings, Inc. Filed by: OneMain Holdings, Inc.

2029

103.5625%

2030

   101.7813%

2031 and thereafter

  100.0000%

In addition, prior to August 15, 2029, the Issuer may redeem, at its option, all or, from time to time, part of the notes, upon not less than 10 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest on the notes, if any, to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any note on any date of redemption, the greater of (a) 1.0% of the principal amount of the note; and (b) the excess, if any, as determined by the Issuer, of (1) the present value at such redemption date of (x) the redemption price of the note at August 15, 2029 (such redemption price being set forth in the table above), plus (y) all required interest payments due on the note through August 15, 2029 (excluding accrued but unpaid interest to the date of redemption), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the principal amount of the note.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to August 15, 2029; provided, however, that if the period from the redemption date to August 15, 2029 of such notes is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Equity Clawback:

Up to 40% at 107.125%, plus accrued and unpaid interest, prior to August 15, 2029

Joint Book-Running Managers:

 

 

Barclays Capital Inc.

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.

Citizens JMP Securities, LLC

Deutsche Bank Securities Inc.

Mizuho Securities USA LLC

NatWest Markets Securities Inc.

RBC Capital Markets, LLC

Regions Securities LLC

TD Securities (USA) LLC

Truist Securities Inc.

Wells Fargo Securities, LLC

Co-Manager:

Drexel Hamilton, LLC

Trade Date:

August 6, 2026

Settlement Date:

August 20, 2026 (T+10). It is expected that delivery of the notes will be made against payment therefor on or about August 20, 2026, which is the tenth business day following the date hereof (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade such notes prior to their date of delivery should consult their own advisors.

Ratings*:

Ba2 (Moody’s) / BB (S&P) / BB+ (Kroll)