OMFNYSESEC EDGAREDGAR

OneMain Holdings, Inc.

Personal Credit Institutions·EVANSVILLE, IN·FY end 12/31·CIK 1584207

Board of Directors

8 members · 7 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Douglas H. ShulmanCEO and Director7y58Executive
Roy A. GuthrieLead Independent Director13y73AuditCompExecutiveRisk$414,025
Philip L. BronnerDirector4y55Audit$271,501
Phyllis R. CaldwellDirector4y66NCG$263,653
Toos N. DaruvalaDirector3y70RiskNCG$281,352
Christopher A. HalmyDirector0y57AuditRisk$142,797
Andrew D. MacdonaldDirector0y62Comp$182,345
Richard A. SmithDirector7y72AuditCompNCG$289,484

Risk-factor diff

FY 2025 10-K vs. FY 2024
+4 new5 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

We are subject to potential changes in federal and state law, which could lower the interest-rate limit that non-depository financial institutions may charge for consumer loans or on credit card balances, or could expand the definition of interest under federal and state law to include the cost of optional products, such as insurance. Any such changes could limit our interest income, insurance revenues, and other revenue, which could have a material adverse effect on our financial condition and results of operations.

NEW · FY 2025

Certain provisions of our restated certificate of incorporation and amended and restated bylaws could hinder, delay or prevent a change in control of OMH, which could adversely affect the price of OMH's common stock.

NEW · FY 2025

OMH's restated certificate of incorporation and OMH’s amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of the Board. These provisions provide for:

NEW · FY 2025

See additional information under “Business Overview” in Item 1 of this report.

Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.