ONEMAIN HOLDINGS, INC.

COMMON STOCK

PREFERRED STOCK

DEPOSITARY SHARES

DEBT SECURITIES

(and guarantees thereof)

WARRANTS

STOCK PURCHASE CONTRACTS

AND

STOCK PURCHASE UNITS

ONEMAIN FINANCE CORPORATION

DEBT SECURITIES

(and guarantees thereof)

OneMain Holdings, Inc. ("OMH") may offer, issue and sell from time to time, together or separately:

•shares of its common stock;

•shares of its preferred stock, which it may issue in one or more series;

•depositary shares representing shares of its preferred stock;

•debt securities, which may be senior, subordinated or junior subordinated debt securities;

•warrants to purchase debt or equity securities;

•stock purchase contracts to purchase shares of its common stock or other securities; and

•stock purchase units, each representing ownership of a stock purchase contract and debt securities, preferred securities or debt obligations of third-parties, including U.S. treasury securities or any combination of the foregoing, securing the holder’s obligation to purchase its common stock or other securities under the stock purchase contracts.

OneMain Finance Corporation, a direct wholly-owned subsidiary of OMH ("OMFC"), may guarantee the principal of, and premium (if any) and interest on, any such debt securities. OMFC may, from time to time, offer and sell debt securities, which may be senior, subordinated or junior subordinated debt securities, and OMH may guarantee the principal of, and premium (if any) and interest on, such debt securities. In this prospectus, we refer to the debt securities and the guarantees thereof, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units of OMH and the debt securities of OMFC and the guarantees thereof registered hereunder collectively as the "securities."