Material Agreement (Form 8-K)

On August 6, 2026, OneMain Finance Corporation ("OMFC," "we," "us" or "our") entered into an underwriting agreement (the "Underwriting Agreement") with OneMain Holdings, Inc., the direct sole shareholder of OMFC ("OMH"), as guarantor, and Barclays Capital Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (the "Underwriters"), relating to the issuance and sale by OMFC of $600.0 million aggregate principal amount of our 7.125% Senior Notes due 2034 (the "Notes") in an underwritten public offering made pursuant to a registration statement and related prospectus supplement filed with the Securities and Exchange Commission (the "SEC"). The offering is expected to close on August 20, 2026, subject to satisfaction of customary closing conditions.

The Underwriting Agreement includes customary representations, warranties and covenants by each of OMFC and OMH. It also provides for customary indemnification by each of OMFC, OMH and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OMFC intends to use the net proceeds from this offering for general corporate purposes, which may include debt repurchases and repayments.

Certain of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with OMH, its subsidiaries or affiliates, including OMFC. They have received, or may in the future receive, customary fees and commissions for these transactions. Some of the underwriters and their affiliates have entered into, and may in the future enter into, financing arrangements (including offerings of asset-backed notes) in which they act as initial purchaser or serve as lender to OMH, its subsidiaries or affiliates, including OMFC.