DEF 14A of OneMain Holdings, Inc., Apr 29, 2026

DEF 14A of OneMain Holdings, Inc.

Filed Apr 29, 2026 · FY20250001584207-26-000012

Open on EDGAR

  1. the Securities Exchange Act of 1934 (Amendment No. )

    | Compensation Committee Report | 46 | | Executive Compensation Tables | 46 | | CEO Pay Ratio | 55 | | Pay Versus Performance | 56 | | Proposal 3. Say on Pay Frequency | 59 | | Proposal 4. Approval of the 2026 Omnibus Incentive Plan | 60 | | Audit Committee Matters | 71 | | Proposal 5. Ratification of Appointment of Independent Auditors | 71 | | Audit Committee Policies and Procedures | 71 | | Independent Registered Public Accounting Firm Fees and Services | 72 | | Audit Committee Report | 73 | | Information about Stock Ownership | 74 | | Persons Owning More than 5% of OneMain Stock | 74 | | OneMain Stock Beneficially Owned by Officers and Directors | 75 | | Equity Compensation Plan Information | 76 | | Additional Information | 77 | | Questions and Answers on the Annual Meeting and Voting | 77 | | Appendix A – Non-GAAP Financial Measures and Key Performance Indicators | A-1 | | Appendix B – OneMain Holdings, Inc. 2026 Omnibus Incentive Plan | B-1 |

  2. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The terms of the Class I directors will expire at the Annual Meeting. The Board has nominated Phyllis R. Caldwell and Roy A. Guthrie, who are incumbent Class I directors, to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal. The two Class I director nominees will be elected if they receive a majority of votes cast. The Board considered the factors discussed below under “Corporate Governance — The Board of Directors — Selection of Director Nominees” as part of its decision to nominate the Class I director nominees and concluded that each possesses the talents, backgrounds, perspectives, attributes, skills, integrity, character, and business judgment that will enable them to continue to provide valuable insights to Company management and play an important role in helping the Company achieve its goals and objectives.

  3. Proposal 1 – Election of Directors

    | | The Board recommends a vote “FOR” the election of each of the nominees listed above for director. |

  4. Continuing Directors and Nominees

    Continuing Directors and Nominees

  5. Continuing Directors and Nominees

    | | Name and Principal Occupation | Director Since | Committee Memberships | | | Douglas H. Shulman Chief Executive Officer and Chairman of OneMain Holdings, Inc. | 2018 | Executive | | | Roy A. Guthrie Retired Executive Vice President and Chief Financial Officer of Discover Financial Services | 2012 | Audit (Chair) Compensation (Chair) Executive Risk | | | Philip L. Bronner Co-founder of Ardent Venture Partners | 2021 | Audit | | | Phyllis R. Caldwell Former U.S. Treasury Chief Homeownership Preservation Officer and Former Bank of America President of Community Development Banking | 2021 | NCG (Chair) | | | Toos N. Daruvala Senior Partner Emeritus of McKinsey & Company | 2022 | Risk (Chair) NCG |

  6. Continuing Directors and Nominees

    | | Name and Principal Occupation | Director Since | Committee Memberships | | | Christopher A. Halmy Retired Chief Financial Officer of Ally Financial, Inc. | 2025 | Audit Risk | | | Andrew D. Macdonald Chief Executive Officer of Consilio LLC | 2025 | Compensation | | | Richard A. Smith Retired Chairman, Chief Executive Officer and President of Realogy Holdings Corp. | 2018 | Audit Compensation NCG |

  7. Continuing Directors and Nominees

    Board Qualifications and Skills Our directors have significant business experience in key areas of our operations that allow them to effectively fulfill their oversight responsibilities with respect to our management and overall business strategy. We prioritize the regular review of our Board composition to ensure our directors, both individually and collectively, represent the skills, experiences, and backgrounds that are integral to an effective and well-functioning Board and that are relevant to OneMain’s current profile and strategic needs. Our director nominees and continuing directors possess a broad range of qualifications, skills, and viewpoints that are important to their oversight responsibilities, including financial industry, risk management, accounting and financial reporting, corporate governance, and information security. Our director nominees and continuing directors also have personal traits such as integrity, character, and sound business judgment that are essential to effective corporate governance. Listed below are certain skills and experience that we have identified as important to the Board as a whole in light of our current business and structure. In addition, the biographical information provided below with respect to each of the director nominees and continuing directors include a discussion of each person’s relevant experience, qualifications, and skills in these key areas, among others. Accounting and Auditing. Experience overseeing the preparation of financial statements and the design and implementation of internal control over financial reporting or the auditing of public company financial statements facilitates oversight of public company reporting. Consumer Finance. Experience with retail banking, consumer lending and finance, consumer loans, or credit cards provides knowledge of the risks and opportunities that can impact our business and a detailed understanding of consumers. Corporate Governance and Responsibility. Experience with corporate governance matters, including board and management accountability, assessing or overseeing risk management, and an understanding of Impact-related practices that align with the interests of investors and other stakeholders, ensures proper oversight and protection of stakeholders’ interests. Finance and Capital Markets. Experience with capital and credit markets, financing, and funding operations assists our directors in understanding, advising on, and overseeing our capital structure, financing, capital allocation, and investing activities. Government, Legal and Regulatory. Public policy and public service experience in government agencies, non-governmental organizations, or non-profit associations provides insights that help the Company work constructively with federal, state, and local lawmakers and policymakers, and experience with understanding legal and regulatory environments and frameworks assists the Board in fulfilling its compliance oversight responsibilities. Human Capital Management. Experience with managing and developing a workforce, managing compensation, implementing succession planning, and talent management and managing other human capital initiatives helps to align our organization’s culture. Public Company Board Experience. Experience as a director on other public company boards of directors provides valuable perspective and oversight experience. Risk Management. Experience assessing risk management at a large organization, including risks arising from regulation, cybersecurity and data privacy concerns, provides valuable knowledge and guidance to the Board and enhances its ability to conduct effective oversight of significant risks facing the Company. Senior Executive Leadership. Experience in a leadership role, including CEO, CFO, or as another executive-level manager, provides experience and perspective to advise and oversee the performance of our management team. Technology and Innovation. Experience with digital, technological, and financial technology trends and changes, disruptive innovation, and technological investment provides valuable knowledge and guidance to the Board. Skills Matrix The following matrix identifies the primary skills that the NCG Committee and the Board considered in connection with our director nominees. This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

  8. Continuing Directors and Nominees

    | | Shulman | Guthrie | Bronner | Caldwell | Daruvala | Halmy | Macdonald | Smith | | Accounting and Auditing | X | X | X | | | X | X | X | | Consumer Finance | X | X | X | X | X | X | | X | | Corporate Governance and Responsibility | X | X | | X | X | X | X | X | | Finance and Capital Markets | X | X | X | X | X | X | X | X | | Government, Legal and Regulatory | X | | | X | | | X | X | | Human Capital Management | X | | | X | X | | X | X | | Public Company Board Experience | X | X | | X | X | X | | X | | Risk Management | X | X | | X | X | X | X | X | | Senior Executive Leadership | X | X | X | X | X | X | X | X | | Technology and Innovation | X | | X | | X | | X | X |

  9. Continuing Directors and Nominees

    Biographies for Director Nominees and Continuing Directors The principal occupation, age, and certain other information for each director nominee and the continuing directors serving unexpired terms are set forth below.

  10. Continuing Directors and Nominees

    | Class I Directors — Terms expire in 2026 | | | Phyllis R. Caldwell, age 66 Director Since 2021 Committees NCG (Chair) | Ms. Caldwell is an independent advisor and former banker. From 2012 to 2024, she provided advisory services on various financial, housing, and economic development matters through Wroxton Civic Ventures, LLC, of which she was the owner and sole member. She currently serves on the board of JBG Smith Properties, a position she has held since March 2021. In addition, she was elected to the board of Oaktree Specialty Lending Corporation, a business development company, effective December 31, 2021. Ms. Caldwell served as a member of the board of directors of Onity Group Inc. (formerly Ocwen Financial Corp.), a non-bank mortgage servicer and originator, from January 2015 until May 2024, and served as Chair from March 2016 until January 2023. She served on the board of Revolution Acceleration Acquisition Corp, a special purpose acquisition corporation, from December 2020 to July 2021. From October 2018 to October 2021, Ms. Caldwell was a member of the board of MicroVest Holdings, Inc., a privately held registered investment adviser. Previously, Ms. Caldwell was Chief Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery, and foreclosure prevention initiatives, from November 2009 to December 2011. In addition, Ms. Caldwell held various leadership roles in commercial real estate finance during her eleven years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Key Qualifications and Expertise Supporting Continued Service •Extensive experience in the housing and financial services industries, both in the private sector and as a senior government official with oversight of U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives •Extensive public board experience across financial services companies including within mortgage lending •Demonstrated commitment to working to promote inclusion and opportunity through government service and service on the boards of several non-profit organizations within housing and community development finance Other Current Public Company Directorships •JBG Smith Properties •Oaktree Specialty Lending Corporation |

  11. Continuing Directors and Nominees

    | Roy A. Guthrie, age 73 Director Since 2012 Committees Audit (Chair) Compensation (Chair) Executive Risk | | | | Mr. Guthrie has served as our Lead Independent Director since 2014. He previously served as Executive Vice President and Chief Financial Officer of Discover Financial Services (“Discover”), a direct banking and payment services company, from 2005 through April 2011. He retired from Discover in January 2012. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial International, LTD, a consumer finance business of Citigroup Inc. (“Citigroup”), from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup’s management committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation, a consumer finance lender, from 1996 to 2000, while it was a public company, and served as a member of its board of directors from 1998 to 2000. Prior to that, Mr. Guthrie served in various positions at Associates First Capital Corporation, including Corporate Controller from 1989 to 1996. In addition, Mr. Guthrie has served as a director and Chairman of the Risk Committee of Synchrony Financial, a private label credit card issuer, since July 2014. He previously served as the Lead Independent Director and Chairman of the Audit and Risk Committee of Mr. Cooper Group Inc., a residential mortgage loan originator and servicer, and its predecessor, Nationstar Mortgage Holdings, Inc., from February 2012 until its merger with Rocket Companies, Inc. in October 2025. He also previously served as Chief Executive Officer of Renovate America, Inc. from October 2017 through December 2020. Key Qualifications and Expertise Supporting Continued Service •Leadership experience as a chief financial officer of two publicly traded companies •Vast experience with and knowledge of the consumer finance industry, with experience and background in finance and accounting •Extensive experience as an executive officer and public company director across financial services companies, taking on leadership roles particularly within Audit and Risk Other Current Public Company Directorships •Synchrony Financial |

  12. Continuing Directors and Nominees

    | Class II Directors — Terms expire in 2027 | | | Philip L. Bronner, age 55 Director Since 2021 Committees Audit | | | | Mr. Bronner is the co-founder of Ardent Venture Partners and is an investor in Crux, Method Financial and Givebutter. Before co-founding Ardent Venture Partners, Mr. Bronner was a founder and managing member of Summer League Ventures. Prior to Summer League Ventures, Mr. Bronner was a General Partner with Novak Biddle Venture Partners. Over the course of his career, Mr. Bronner has led 16, and was actively involved in 20, investments, totaling over $100 million. Mr. Bronner was the founder of Quad Learning, a venture-backed startup acquired by Wellspring Higher Education in 2018, served as a management consultant at McKinsey & Co. (“McKinsey”) from 1997 to 1999, and worked as a software engineer at IBM from 1992 to 1997. Key Qualifications and Expertise Supporting Nomination •First-hand perspective as an active investor focusing on financial technology companies and cloud software-based businesses •Extensive experience working with and advising boards and management teams of growth-oriented financial technology companies •Demonstrated commitment to working to promote education, inclusion and opportunity | | Toos N. Daruvala, age 70 Director Since 2022 Committees Risk (Chair) NCG | | | | Mr. Daruvala joined McKinsey in 1983, was elected Senior Partner in 1995, and retired from the firm in 2015. At McKinsey, Mr. Daruvala led the Americas Risk Management Practice, the Americas Banking and Securities Practice, and the build-out of McKinsey’s global Risk Advanced Analytics capability. Over the course of his career, he worked with financial services institutions on a broad range of strategic and operational matters. From 2016 to 2021, he was co-Chief Executive Officer of MIO Partners (“MIO”), an investment company wholly-owned by McKinsey. Mr. Daruvala is now a senior partner emeritus of McKinsey since 2015, a director at the Royal Bank of Canada since 2015, a director at MIO prior to 2016 and again since 2021, and an adjunct professor at Columbia Business School. Mr. Daruvala currently serves on the board of the Royal Bank of Canada and previously served as the Chairman of the Risk Committee. He served on the board of CardConnect Corp., a provider of payment processing and technology services, from mid-2016 to July 2017 (when it was acquired by First Data Corporation). He is an adjunct professor and Executive-in-Residence at Columbia Business School. Key Qualifications and Expertise Supporting Nomination •Extensive and direct experience advising top financial services companies on a broad range of strategic and operational matters, including while leading the Americas Risk Management Practice and the Americas Banking and Securities Practice at McKinsey •In-depth knowledge of financial services, risk, data and analytics built through decades of leadership in the industry •Public board and risk management experience Other Current Public Company Directorship •Royal Bank of Canada |

  13. Continuing Directors and Nominees

    | Douglas H. Shulman, age 58 Director Since 2018 Committees Executive | | | | Mr. Shulman joined the Company as President and CEO in September 2018 and has served as Chairman of the Board since December 2020. He has significant experience managing large, complex organizations at the intersection of financial services, data, and technology. He came to the Company from BNY Mellon, a global financial services company, where he served as Senior Executive Vice President, Global Head of Client Service Delivery from 2014 to 2018 and was a member of the Executive Committee. Prior to BNY Mellon, he was a Senior Advisor at McKinsey from 2013 to 2014. From 2008 to 2012, Mr. Shulman served as the Commissioner of the Internal Revenue Service, where he directed a transformation of the agency’s technology, drove customer service metrics to historic levels, and led important breakthroughs in addressing international tax evasion. Previously, Mr. Shulman was Vice Chairman and, before that, President of Markets, Services and Information at FINRA and its predecessor company, the National Association of Securities Dealers, Inc., when it owned the Nasdaq Stock Market and the American Stock Exchange. Earlier in his career, Mr. Shulman was an entrepreneur, a vice president at a private investment firm, and part of the founding team that launched Teach for America, a national non-profit that places teachers in low-income communities. Mr. Shulman has served as a director and member of the Management Planning and Development Committee of CVS Health Corporation, a leading health solutions company, since November 2024. He has served on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching, since January 2023, where he is Chairman of the Finance Committee. He graduated from Georgetown University Law Center with a J.D., magna cum laude. He also holds an M.P.A. from the John F. Kennedy School of Government at Harvard University and a B.A. from Williams College. Key Qualifications and Expertise Supporting Nomination •Successful leadership of OneMain Financial as Chairman and Chief Executive Officer •Extensive leadership experience in the financial services industry and government •Leadership in directing transformations and managing large, complex organizations at the intersection of financial services, data and technology •Demonstrated commitment to Impact, including as part of the founding team that launched Teach for America; currently serves on the Board of Trustees for the Carnegie Foundation for the Advancement of Teaching Other Current Public Company Directorship •CVS Health Corporation |

  14. Continuing Directors and Nominees

    | Class III Director Nominees – Terms expire in 2028 | | | Christopher A. Halmy, age 57 Committees Audit Risk | | | | Mr. Halmy is the former Chief Financial Officer of Ally Financial Inc. (“Ally”) where he led the company through its initial public offering in 2014 and was responsible for all aspects of the company’s financial, treasury and investment activities. Mr. Halmy retired from Ally in 2018 and became a senior advisor at McKinsey, predominately focusing on auto finance and banking until he stepped down in December 2024. Prior to joining Ally in 2009, Mr. Halmy was the Global Funding Executive for Bank of America where he was responsible for funding and liquidity activities. Previously, Mr. Halmy held treasury, finance, and accounting positions at MBNA America, N.A., Merrill Lynch & Co., JP Morgan & Co., and Deloitte & Touche. Mr. Halmy is a certified public accountant and holds a bachelor’s degree in accounting and a master’s degree in business administration from Villanova University. Mr. Halmy currently serves on the board of directors of Western Alliance Bancorporation and Burford Capital Limited. Key Qualifications and Expertise Supporting Election to Board •Leadership and experience as Chief Financial Officer of a large auto finance and digital banking company •Responsibility for oversight of a public financial services company’s finance, treasury, and capital market activities •Extensive knowledge of the consumer finance industry Other Current Public Company Directorships •Western Alliance Bancorporation •Burford Capital Limited | | Andrew D. Macdonald, age 62 Committees Compensation | Mr. Macdonald has served as the Chief Executive Officer of Consilio LLC (“Consilio”), a global provider of legal technology solutions and enterprise legal services, since 2012. Prior to Consilio, Mr. Macdonald was a founding member of the management team of First Advantage Corporation, a global provider of employment background screening, identity, and verification solutions, where he served from 2003 through 2011, including as President and Chief Executive Officer. From 2002 until 2003, he was President of Occupational Health Services at First American Financial Corporation (“First American”), a title insurance protection and settlement services provider. Mr. Macdonald joined First American in 2002 through the acquisition of Employee Health Programs, where he served as President and Chief Executive Officer from 1990 until 2002. Mr. Macdonald holds a Bachelor of Business Administration from the Goizueta Business School at Emory University. Key Qualifications and Expertise Supporting Continued Service •Experience leading multiple businesses at the forefront of emerging technologies and data science •Extensive knowledge of the applicability of artificial intelligence and machine learning to process, aggregate, and manage data •Leadership of multiple companies on growth |

  15. Continuing Directors and Nominees

    | Richard A. Smith, age 72 Director Since 2018 Committees Audit Compensation NCG | | | | Mr. Smith is the retired Chairman, Chief Executive Officer, and President of Realogy Holdings Corp. (“Realogy”), which at the time of his retirement was a global leader in residential real estate franchising with company-owned real estate brokerage operations, as well as relocation, title, and settlement services. Prior to his retirement in December 2017, Mr. Smith led Realogy’s business operations for 21 years. Under Mr. Smith’s leadership, Realogy was recognized as one of the World’s Most Ethical Companies by Ethisphere Institute for seven consecutive years. Mr. Smith is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies, a former commissioner on the Bipartisan Policy Center’s Housing Commission, and previously served on the Executive Committee of the Policy Advisory Board for Harvard University’s Joint Center for Housing Studies. Mr. Smith served as a director and member of the Audit, Nominating, and Compensation Committees of TZP Strategies Acquisition Corp., a special purpose acquisition company, from January 2021 until January 2023. In addition, Mr. Smith was a member of the board of directors of Total Systems Services, Inc., a NYSE-listed company headquartered in Columbus, Georgia, prior to its 2019 merger with Global Payments Network, a NYSE-listed company headquartered in Atlanta, Georgia. Key Qualifications and Expertise Supporting Continued Service •Executive leadership experience and success through roles at Realogy •Deep knowledge and experience navigating the residential real estate and brokerage industries •Experience on boards of public companies within financial services, including Total Systems Services (later merged into global financial technology company, Global Payments) |

  16. Director Independence

    Director Independence The Board has affirmatively determined that Philip L. Bronner, Phyllis R. Caldwell, Toos N. Daruvala, Roy A. Guthrie, Christopher A. Halmy, Andrew D. Macdonald, and Richard A. Smith each qualify as independent under Section 303A.02 of the New York Stock Exchange (“NYSE”) corporate governance listing standards. In making its independence determinations, the Board considers the specific tests for independence included in NYSE listing standards. The Board considers whether directors or director nominees, as applicable, have a material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of directors. When assessing materiality, the Board considers all relevant facts and circumstances, including transactions between the Company and the director or director nominee, as applicable, family members of directors or director nominees, as applicable, and organizations with which the director or director nominee, as applicable, is affiliated. The Board further considers the frequency of and dollar amounts associated with these transactions and whether the transactions were in the ordinary course of business and were consummated on terms and conditions similar to those with unrelated parties. In affirmatively determining the independence of any director or director nominee, as applicable, who will serve on the Compensation Committee, the Board also specifically considers factors relevant to determining whether a director or director nominee, as applicable, has a relationship to the Company that is material to that director’s or director nominee’s, as applicable, ability to be independent from management in making judgments about the Company’s executive compensation, including sources of the director’s compensation and relationships of the director or director nominee, as applicable, to the Company or senior management.

  17. Selection of Director Nominees

    Selection of Director Nominees The NCG Committee conducts the initial screening and evaluates individual directors at least annually, and the full Board retains responsibility for nominating members for election to the Board. We regularly assess the composition of our Board and consider the results as part of our assessment process and nomination process. As provided in our Corporate Governance Guidelines, director nominees, including those directors eligible to stand for reelection, are selected based on, among other things, the following factors:

  18. Selection of Director Nominees

    | •whether the nominee has demonstrated, by significant accomplishment in his or her field, an ability to make meaningful contributions to the Board’s oversight of the business and affairs of the Company; •the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities; •the nominee’s experiences, skills and expertise; •personal characteristics; •the nominee’s business judgment; •the nominee’s impact on the composition of the Board; •requirements of applicable laws and NYSE listing standards; •the nominee’s time availability and dedication; and •the nominee’s potential conflicts of interest. |

  19. Selection of Director Nominees

    The NCG Committee recommends the nomination of directors who represent different qualities and attributes and a mix of professional and personal backgrounds and experiences that will enhance the quality of the Board’s deliberations and oversight of our business and strategy. When evaluating director candidates, the NCG Committee may consider a candidate’s specific experiences and skills, expertise, diverse perspectives and backgrounds, personal and professional integrity, character, business judgment, competing time commitments, dedication, conflicts of interest and such other relevant factors that the NCG Committee considers appropriate in the context of the needs of the Board. We are committed to regular Board refreshment. Five directors have departed since the 2021 Annual Meeting of Stockholders and five new independent directors have joined the Board during this period. We provide new directors with a director orientation program to familiarize such directors with, among other things, our business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, Code of Business Conduct and Ethics, Corporate Governance Guidelines, executive officers, internal auditors, and independent auditors. In conducting the screening and evaluation of potential director nominees, the NCG Committee considers candidates recommended by directors and the Company’s management, as well as recommendations from Company stockholders. Our Bylaws include procedures for stockholders to nominate candidates to serve on the Board for election at any Annual Meeting or at any special meeting called for the purpose of electing directors. As a result, the NCG Committee has not implemented a separate policy with regard to such procedures since stockholders may nominate director candidates by following the procedures set forth in the Bylaws. It is the general policy of the Company, as set forth in the Company’s Corporate Governance Guidelines, that no director having attained the age of 75 years will stand for reelection. In connection with each director nomination recommendation, the NCG Committee also considers the tenure of the director nominee.

  20. Stockholder Nominations

    Stockholder Nominations The Bylaws require a stockholder who desires to nominate a candidate for election to the Board at an annual meeting of stockholders to timely submit certain information to Corporate Secretary, Attn: Legal Department, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708. This information includes, among other things:

  21. Stockholder Nominations

    | •the stockholder’s name and address, and the class, series, and number of shares that he or she beneficially owns; •a representation that the stockholder intends to appear in person or by proxy at the Annual Meeting; •the name, address, and certain other information regarding the stockholder’s nominee for director; •a description of any arrangement or understanding between the stockholder and the director nominee or any other person (naming such person(s)) in connection with the making of such nomination to the Board; •a representation that the stockholder will solicit proxies in accordance with the SEC’s universal proxy rule, Rule 14a-19 under the Exchange Act, and confirmation prior to the Annual Meeting that the requirements of Rule 14a-19 have been met; and •a completed questionnaire with respect to the prospective nominee’s background and the background of any other person on whose behalf the nomination is being made, and certain written representations and agreements from such persons concerning their independence and compliance with applicable laws. |

  22. Stockholder Nominations

    To be timely, a stockholder must submit the information required by the Bylaws not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding Annual Meeting of stockholders. The Bylaws include special notice provisions if no annual meeting was held in the previous year or if the Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of the preceding Annual Meeting.

  23. Board Responsibilities

    Board Responsibilities Overview Our business is managed by our team members under the direction and oversight of the Board. Among other responsibilities discussed below, the Board reviews, monitors and, where appropriate, approves fundamental financial and business strategies and major corporate actions. The Board is elected by stockholders to provide advice and counsel to and oversee management to ensure that the interests of our stockholders and other corporate constituents are being served with a view toward maximizing our long-term value. Directors exercise their oversight responsibilities through discussions with management, review of materials management provides to them, visits to our offices and facilities, and their participation in Board and committee meetings. Risk Oversight While management is responsible for day-to-day risk management of the Company’s operations, the Board is responsible for overseeing enterprise-wide risks. The Board uses its standing committees (discussed below) to monitor and address risk management within the scope of each committee’s expertise or charter.

  24. Board Responsibilities

    | Committee Roles in Risk Oversight | | | Audit Committee | Risk Committee | | •Oversees the Company’s financial statements, accounting, and auditing functions and related risk •Responsible for engagement, compensation, and oversight of our independent registered public accounting firm •Oversees legal and regulatory compliance matters •Reviews guidelines and policies by which the Company assesses and manages major financial risk exposures | •Oversees the development and implementation of systems and processes to identify, manage, and mitigate reasonably foreseeable material risks to the Company •Assists the Board and its committees in fulfilling their responsibilities for risk management, including cybersecurity, liquidity, credit and data privacy risks | | NCG Committee | Compensation Committee | | •Oversees director qualifications, Board structure, and our director nomination process •Oversees corporate governance matters, including our policies and practices relating to corporate responsibility, including Impact-related matters •Oversees executive succession planning, including policies and guidelines regarding succession in the event of an emergency or the retirement of our CEO | •Oversees the Company’s compensation programs, including goals, objectives, performance, and compensation for our CEO and other executive officers •Reviews compensation arrangements in order to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking •Reviews the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements •Oversees compensation disclosure in this proxy statement |

  25. Board Responsibilities

    In addition to getting information from its committees, the Board also receives updates directly from members of management. Impact Our Impact strategy is guided by three priorities reflecting our commitment to social responsibility: building trust and strong relationships with our stakeholders, providing responsible credit solutions, and contributing to our communities through education, financial wellness, and volunteerism. Our Impact Executive Council consists of senior executives, appointed by the CEO, reporting directly to the NCG Committee of the Board on Impact issues. These senior executives each hold responsibility for different Impact workstreams. The increased oversight by these leaders reflects the Company’s commitment to monitoring Impact matters and risks for potential effects on the Company and the consumer lending industry, as well as potential opportunities that we may gain through proactive identification of Impact issues. For additional information on our Impact strategy, see “Part 1 - Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2025. Spotlight on Cybersecurity Cyber risk management is a critical component of our risk management framework. Processes for assessing, identifying, and managing material risks arising from cybersecurity threats are integrated in our policies and procedures, including our enterprise risk appetite, risk assessment, risk treatment, risk acceptance or exceptions, and third party risk management policies. Our Cybersecurity Program, which we align with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, provides a framework for compliance with applicable cybersecurity and data protection laws. Our program is designed to ensure the security and confidentiality of customer information, protect against known or evolving threats to the security or integrity of customer records and personal information and protect against unauthorized access to or use of such information. We work with our regulators to ensure that these policies are adequately designed to appropriately safeguard personal information. For additional information on our cybersecurity risk management and strategy, see “Part 1 - Item 1. Business” and “Part 1 - Item 1C. Cybersecurity” in our Annual Report on Form 10-K for the year ended December 31, 2025. Management Succession Planning Our Board considers the selection, retention, and succession planning for our management team to be one of its most important functions. Succession planning is discussed at regularly scheduled meetings, including in executive sessions of the Board. Our NCG Committee has primary responsibility for executive succession planning, including policies and guidelines regarding succession in the event of an emergency or the retirement of our CEO, which it then presents and makes recommendations to the full Board. Our Board discusses management succession with our CEO, including evaluation of potential internal candidates for succession and focus on particular individuals, as appropriate. Stockholder Engagement The Board values engagement and discussions with stockholders as part of our commitment to advancing our governance practices. We regularly seek feedback from our stockholders regarding the evolution of our practices and disclosures. Stockholders have provided our Board and management with informative insights which have directly informed our priorities, and we have received positive feedback on the actions we have taken. Any stockholder or other interested party who wishes to communicate with the Board or any of its members (including the Lead Independent Director) may do so by writing to the Board (or any one or more members). See “Additional Information — Questions and Answers on the Annual Meeting and Voting” for more information.

  26. Board Structure

    Board Structure Board Leadership Structure Our Board retains flexibility to choose the leadership structure that it believes is most appropriate based on the circumstances at any given time. Our Board regularly reviews its leadership structure and has determined that combining the roles of Chair and CEO and appointing a Lead Independent Director with clearly defined responsibilities is the most effective leadership structure for the Board at this time. In particular, the Board concluded that this structure allows for effective Board oversight while also ensuring that the Board and management benefit from Mr. Shulman’s in-depth knowledge of our Company and the financial services industry. Our Lead Independent Director is elected annually by the independent directors and provides robust independent Board leadership. The Lead Independent Director’s responsibilities include presiding over executive sessions of the independent directors and serving as an informal liaison between the independent directors and the Chairman and CEO. In response to investor feedback we formalized additional responsibilities of the Lead Independent Director, which are set forth in the Company’s Corporate Governance Guidelines and include the following: •consulting with the Chairman and CEO regarding the content, information, and schedules of meetings of the Board; •fostering an environment of open dialogue and constructive feedback among the independent directors; •providing feedback to the Chairman and CEO regarding executive sessions of the independent directors; •facilitating the effective functioning of key committees; •ensuring that the Board has the ability to provide input on long-term strategy; •participating in succession planning for senior management; •providing guidance on director succession and development; and •engaging with stockholders as necessary and appropriate. The Lead Independent Director’s duties also include helping to facilitate smooth onboarding of new directors, the comprehensive review of our governance, compensation and Impact-related practices and disclosures, and our outreach to our investor base. Mr. Guthrie has served as our Lead Independent Director since 2014. Mr. Guthrie has consistently demonstrated thoughtful leadership, decision making, performance, and oversight as Lead Independent Director. Committees of the Board The Board has five committees: the Audit, Compensation, NCG, Risk and Executive Committees. The Audit Committee, the Compensation Committee, the NCG Committee and the Risk Committee consist entirely of non-employee directors, and the Board has determined that each member of these committees is “independent” within the meaning of NYSE listing standards. The Audit, Compensation, NCG and Risk Committees each operate pursuant to a written charter, and each such charter is available on our investor relations website at http://investor.onemainfinancial.com and is also available to stockholders upon written request, addressed to: Corporate Secretary, Attn: Legal Department, OneMain Holdings, Inc., 601 NW Second Street, Evansville, Indiana 47708.

  27. Board Structure

    | Audit Committee | | | Members | Responsibilities and Purposes | | •Roy A. Guthrie (Chair) •Philip L. Bronner •Christopher A. Halmy •Richard A. Smith The Board has determined that: (i) each member of the Audit Committee is “independent”; (ii) each member of the Audit Committee is “financially literate”; and (iii) Mr. Guthrie is an “audit committee financial expert,” as such terms are defined under the Exchange Act or NYSE listing standards, as applicable. The Audit Committee met ten times in 2025. | •Assisting the Board in its oversight of: •the integrity of the Company’s financial statements; •the Company’s compliance with legal and regulatory requirements; •the annual independent audit of the Company’s financial statements, the engagement of the independent registered public accounting firm, and the evaluation of the independent registered public accounting firm’s qualifications, independence, and performance; and •the performance of the Company’s financial reporting process and internal audit function and whether to recommend to stockholders the appointment, retention, or termination of the Company’s independent registered public accounting firm; •Reviewing, approving, or ratifying related party transactions and other matters that may pose conflicts of interest; •Pre-approving all audit, audit-related, and other services, if any, to be provided by the independent registered public accounting firm; •Participating in the certification process relating to the filing of certain periodic reports pursuant to the Exchange Act and preparing the Report of the Audit Committee required under the proxy rules of the SEC to be included in the proxy statement for each annual meeting of stockholders; and •Overseeing the Company’s compliance with laws and regulations. |

  28. Board Structure

    | Compensation Committee | | | Members | Responsibilities and Purposes | | •Roy A. Guthrie (Chair) •Andrew D. Macdonald •Richard A. Smith The Board has determined that each member of the Compensation Committee is “independent” within the meaning of the NYSE listing standards. The “independent” directors who are appointed to the Compensation Committee are also “non-employee” directors, as defined in Rule 16b-3(b)(3) under the Exchange Act. The Compensation Committee met four times in 2025. | •Overseeing the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its material incentive-compensation and equity-based plans; •Evaluating annually the appropriate level of compensation for Board and committee service by non-employee directors; •Evaluating the performance of the Chairman and CEO and other executive officers; •Reviewing and discussing with management the Company’s Compensation Discussion and Analysis to be included in the Company’s annual proxy statement filed with the SEC; •Retaining and terminating compensation consultants as the Compensation Committee deems appropriate and approving the terms of any such engagement; and •Preparing the Report of the Compensation Committee as required by the rules of the SEC. Additional information regarding the Compensation Committee’s processes and procedures for consideration of director compensation and executive compensation are set forth below under “Director Compensation — Non-Employee Director Compensation” and “Executive Compensation — Compensation Discussion and Analysis,” respectively. |

  29. Board Structure

    | Executive Committee | | | Members | Responsibilities and Purposes | | •Douglas H. Shulman •Roy A. Guthrie The Executive Committee did not meet in 2025. | •Serving as an administrative committee of the Board to act upon and facilitate the consideration by senior management and the Board of certain high-level business and strategic matters. |

  30. Board Structure

    | Nominating and Corporate Governance Committee | | | Members | Responsibilities and Purposes | | •Phyllis R. Caldwell (Chair) •Toos N. Daruvala •Richard A. Smith The Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” within the meaning of the NYSE listing standards. The NCG Committee met five times in 2025. | •Identifying and recommending to the Board individuals qualified to serve as directors of the Company and on committees of the Board; •Advising the Board as to the Board’s composition, procedures, and committees; •Developing and recommending to the Board a set of corporate governance guidelines and maintaining and updating such guidelines, as appropriate; •Overseeing the annual self-evaluation of the Board and its committees; and •Reviewing with the Board the Company’s Impact policies and practices and discussing with management reports on the Company’s progress and reporting on Impact-related matters and communications with investors and other stakeholders regarding these matters. See “Corporate Governance — The Board of Directors — Selection of Director Nominees” above for more information about the process for identifying and evaluating nominees for director. |

  31. Board Structure

    | Risk Committee | | | Members | Responsibilities and Purposes | | •Toos N. Daruvala (Chair) •Roy A. Guthrie •Christopher A. Halmy The Board has determined that each member of the Risk Committee is “independent” within the meaning of the NYSE listing standards. The Risk Committee met five times in 2025. | •Overseeing the Company’s material risks, by: •overseeing the development and implementation of systems and processes designed to identify, manage, and mitigate reasonably foreseeable material risks to the Company; •assisting the Board and the other Board committees in fulfilling their oversight responsibilities for the risk management functions of the Company; and •overseeing the development and implementation of appropriate enterprise-wide strategies and policies to identify, monitor, manage, control, timely report, and mitigate material risks, including financial and non-financial, on and off-balance sheet, credit, cybersecurity, information security, and data privacy risk, and current and contingent exposures. |

  32. Board Structure

    Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of the Board or the Compensation Committee. None of the individuals who served on the Compensation Committee during 2025 and none of the current members of the Compensation Committee are current or former officers or employees of the Company. Additionally, none of the individuals who currently serve as members of the Compensation Committee or who served as members of the Compensation Committee during 2025 has had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

  33. Director Compensation

    Director Compensation Non-Employee Director Compensation We pay compensation to certain of our non-employee directors for their service as members of the Board and its committees. In 2025, our directors received compensation as set forth in the chart below.

  34. Director Compensation

    | Director Compensation Program | ($) | | Annual Cash Retainer | 85,000 | | RSU Grant | 155,000 | | Lead Independent Director Retainer | 100,000 | | Chair Retainer for Audit Committee Chair | 30,000 | | Chair Retainer for Compensation Committee, Compliance Committee, and Risk Committee Chairs(1) | 25,000 | | Chair Retainer for NCG Committee Chair | 20,000 | | Retainer for Audit Committee Member | 15,000 | | Retainer for Compensation Committee, Compliance Committee, NCG Committee, and Risk Committee Member(1) | 10,000 | | (1) The Compliance Committee was eliminated as a committee of the Board, effective July 16, 2025 | |

  35. Director Compensation

    Fees to non-employee directors may be paid in cash or, in lieu of cash, by issuances of Company common stock. We make annual grants of RSUs during the first quarter of each calendar year that vest on the first business day of the year following the grant date, subject to the director’s continued service through the vesting date. RSUs are credited with dividend equivalents equal to the per share cash dividends paid on our common stock, multiplied by the total number of RSUs subject to the award that are outstanding on the record date for such dividend. The crediting of dividend equivalents is meant to treat the RSU award holders consistently with stockholders. Cash retainers for annual Board, Lead Independent Director, committee chair, and committee member service are paid in quarterly installments. Stock grants are reviewed and approved annually. In general, non-employee directors’ cash and equity-based awards under the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan (“Omnibus Incentive Plan”) are capped at $500,000 during any calendar year. If approved by our stockholders, non-employee directors’ cash and equity-based awards under the proposed OneMain Holdings, Inc. 2026 Omnibus Incentive Plan will be capped at $800,000 during any calendar year. The Board is also authorized, at its discretion, to provide certain non-employee directors with a retainer or other fee, grant, or payment for service on a special purpose committee or for any other special service. The Compensation Committee believes that these restrictions represent meaningful limits on the compensation payable to our non-employee directors. All members of the Board are also reimbursed for reasonable costs and expenses incurred in attending Board or committee meetings or other Company business. The Compensation Committee periodically undertakes a review of non-employee director compensation. The most recent review was completed in early 2026. As a result of this review, effective January 2026, the Board approved an increase in the annual RSU grant to $200,000 for non-employee directors, as well as increases to certain committee chair retainers, to more appropriately reflect the responsibilities and time commitment associated with Board and committee service and to better align director compensation with the median of peer practices. No other changes to our director compensation program were made at this time.

  36. Director Compensation Table for 2025

    Director Compensation Table for 2025 The total 2025 compensation of our non-employee directors is shown in the following table. We do not separately compensate our employee director, Mr. Shulman, for his Board or committee service.

  37. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Philip L. Bronner | 100,000 | 158,585 | 12,916 | 271,501 | | Phyllis R. Caldwell | 105,068 | 158,585 | — | 263,653 | | Toos N. Daruvala | 122,767 | 158,585 | — | 281,352 | | Roy A. Guthrie | 250,000 | 158,585 | 5,440 | 414,025 | | Christopher A. Halmy(3) | 58,915 | 83,882 | — | 142,797 | | Valerie Soranno Keating(4) | 53,343 | 158,585 | 252,916 | 464,844 | | Andrew D. Macdonald(5) | 74,572 | 107,773 | — | 182,345 | | Richard A. Smith | 125,459 | 158,585 | 5,440 | 289,484 | | (1)The amounts reported in this column represent the grant date fair value of RSUs granted in 2025, calculated in accordance with FASB ASC Topic 718. These RSUs vested on January 2, 2026. (2)Represents dividend equivalent payments on RSU grants for Mr. Bronner, Mr. Guthrie and Mr. Smith in the amounts indicated and dividend equivalent payments on RSU grants of $12,916 for Ms. Keating. (3)Mr. Halmy was elected to the Board effective June 10, 2025 and received prorated compensation for his service during 2025. (4)Ms. Keating served as a member of the Board until June 10, 2025 and received prorated compensation for her Board service during 2025. Following the completion of her Board service, Ms. Keating entered into a consulting agreement with the Company, pursuant to which she received consulting fees in 2025 of $240,000 that are reported in the All Other Compensation column. (5)Mr. Macdonald was elected to the Board effective March 17, 2025 and received prorated compensation for his service during 2025. | | | | |

  38. Director Compensation Table for 2025

    Director Stock Ownership Policy Our Director Stock Ownership Policy, which is administered by the Compensation Committee, aligns the interests of our non-employee directors with those of our stockholders by encouraging significant stock ownership in the Company by our non-employee directors. Pursuant to such policy, each non-employee director must at all times hold shares of Company common stock (including shares underlying unvested or deferred equity awards) with a value equal to five times the cash retainer for such director’s annual Board service, excluding retainer fees for Board committee chair or committee member service. Non-employee directors have five years from the date they commence service on the Board to satisfy the requirements of such policy. As of the date of this proxy statement, Roy A. Guthrie and Richard A. Smith, the only non-employee directors who have been in service for at least five years, are in compliance with the Director Stock Ownership Policy. In addition, Philip L. Bronner, Phyllis R. Caldwell and Toos N. Daruvala hold a sufficient number of shares to comply with the Director Stock Ownership Policy, although they have not served on the Board for five full years as of the date of this proxy statement.

  39. Director Compensation Table for 2025

    | | •Must hold shares with value equal to 5x the cash retainer for annual Board service •Value of holdings is determined by multiplying the shares held by the average closing price of the shares for the previous calendar year •Holdings include shares held directly (including unvested or deferred RSUs) and indirectly by the non-employee director |

  40. Director Compensation Table for 2025

    Director Deferral Election Program Each of our non-employee directors may elect to defer the delivery of all or a portion of their annual RSU grant for board service. Delivery of such RSUs may be delayed until the date of the director’s separation from board service, a specified date selected by the director, or the earlier to occur of the director’s separation from board service and a specified date selected by the director. RSUs that have been deferred may be delivered, at the election of the director, in a lump sum or in equal annual installments over a period of time not to exceed five years. Messrs. Daruvala, Guthrie, Halmy, Macdonald and Smith and Ms. Caldwell have made an election to participate in the Director Deferral Election Program for 2025 and 2026.

  41. Compensation Discussion and Analysis

    2025 Financial Highlights Building on the credit stabilization achieved in 2024, we entered 2025 with significant operating momentum and continued improvement in credit performance. Our disciplined approach to credit, combined with ongoing investment in innovation and customer experience, supported healthy originations and contributed to meaningful increases in both pretax and net income for the full year. Throughout 2025 management remained focused on driving profitable growth, supporting our team members, and delivering long-term stockholder value through a balanced capital allocation strategy, including consistent dividends and share repurchases. In 2025, our management team advanced the following strategic priorities: •continuing to closely manage personal loan credit performance; •driving personal loan origination growth for 2025 and beyond; •executing on new products, including auto finance and credit cards; •continuing to be the employer of choice for our team members and focusing on our external reputation; and •advancing our long-term strategy, including strategically advancing funding programs to support our balance sheet. Advancing these strategic priorities aligned with the focus areas of the qualitative component of our annual incentive compensation program, which included managing production and credit as discussed above, managing operating expenses with planned reductions in operation cost, continuing investing in new products and our omni-channel platform, investing in analytics, data, and cloud capabilities, focusing on hiring, training and retaining team members, and advancing funding and investor strategy. Following the end of the year, the Committee determined actual annual and long-term incentive awards for the NEOs based on an assessment of the achievement of the financial and qualitative performance goals set at the beginning of the fiscal year. Select Highlights for 2025 Include: •Increased our net income by approximately 54% year-over-year to $783 million and our earnings per diluted share by approximately 55% year-over-year to $6.56 •Grew our Consumer and Insurance segment (“C&I”) Managed Receivables (“Managed Receivables”)* by over 6% to approximately $26.3 billion and had approximately $988 million of C&I Pretax Income* and $913 million of Capital Generation*, allowing us to continue to invest in our future while also returning significant capital to our stockholders •Increased customer accounts by 11% and originations by 8%, while reducing C&I Net Charge-offs* by 46 basis points and Consumer Loan Net Charge-offs* by 63 basis points •Returned approximately $639 million in capital to our stockholders via dividend payments and repurchases of common stock •Reached over 600,000 students in more than 4,900 high schools since inception with free, digital financial education through Credit Worthy by OneMain Financial, and will award up to $600,000 in scholarships •Focused on supporting our customers through our community-based branch network *Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms. Our results support our long-term value creation strategy even in an uncertain economic environment. We will continue to prioritize investment in our business through underwriting high-quality loans and initiatives that drive capital generation. Our continued focus on strengthening our core business and our strategic priorities has resulted in outperformance relative to the NYSE Composite Index, the NYSE Financial Sector Index, and our 2025 Peer Group over the last three years.

  42. 2025 Target Total Direct Compensation

    2025 Target Total Direct Compensation Our NEO compensation program for 2025 is consistent with our pay-for-performance philosophy and reflects a target for total direct compensation, which the Committee established in early 2025, considering historical performance, market data, the economic environment, and individual specific factors. Target total direct compensation in 2025 was comprised of the following elements: Base salary, which provides a fixed component of compensation that reflects the executive’s position and responsibilities. Base salaries are reviewed annually by our Compensation Committee and are informed by competitive market levels and may be adjusted to recognize the size, scope and impact of an executive’s role, and his or her knowledge, tenure and experience. Annual cash incentive is variable pay, delivered in cash, based on the achievement of annual, pre-defined financial performance objectives and key short- and long-term strategic goals. Long-term equity awards drive performance against critical goals that create sustainable long-term stockholder value, serve to align our NEOs’ interests with those of our stockholders and provide a strong retention incentive. Long-term equity awards for 2025 were comprised of: •PSUs, which are earned subject to the achievement of pre-established performance goals and continued service for a three-year performance period; and •RSUs, which vest in three installments subject to continued service. We believe incentive compensation should constitute a significant majority of an executive officer’s compensation as reflected in the 2025 target total direct compensation mix chart below.

  43. Target Total Direct Compensation Mix(1)

    | Base Salary | Cash Incentive | RSUs | PSUs |

  44. Target Total Direct Compensation Mix(1)

    | 2025 Target Direct Compensation | | | | | | | | | Base Salary | Cash Incentive | RSU | PSU | Target Total Direct Compensation | | | Douglas H. Shulman | $1,100,000 | $2,750,000 | $3,442,500 | $4,207,500 | | $11,500,000 | | Jeannette E. Osterhout | $650,000 | $820,000 | $1,188,000 | $792,000 | | $3,450,000 | | Micah R. Conrad | $650,000 | $820,000 | $1,128,000 | $752,000 | | $3,350,000 |

  45. Target Total Direct Compensation Mix(1)

    | | Review of Pay Versus Performance: The Committee reviews the relationship between executive pay and Company performance. | | | Compensation Assessment: We use compensation data compiled from a group of publicly traded peer companies in the consumer finance, transaction and payment processing services, and commercial and residential mortgage finance industries to support our executive compensation process and decisions. | | | Significant Portion of Long-Term Incentive Compensation: Our executive officers receive a majority of their compensation in the form of long-term incentive compensation, aligning compensation with our business strategy, performance and stockholder returns. | | | Robust Stock Ownership Policies: We maintain stock ownership policies requiring our executive officers to hold shares of Company common stock with a value of at least five times base salary for our CEO and three times respective annual base salary for other executive officers. All of our executive officers have achieved these ownership levels. | | | Compensation Clawbacks: We maintain a compensation clawback policy to recover incentive-based compensation from our current or former executive officers for the three-year period prior to any accounting restatement that would have resulted in a lower payment because of the restated results, regardless of fault. | | | Avoid Inappropriate Risk-taking: Our incentive award opportunities incorporate multiple performance metrics over long-term and short-term periods and avoid over-emphasizing any one metric or goal, which serves to discourage excessive or inappropriate risk-taking. | | | No Hedging of Shares: Our insider trading policy prohibits all Section 16 reporting persons, including executive officers and directors, from engaging in hedging and monetization transactions of our securities. | | | No Margining Shares or Pledging of Shares: Our insider trading policy prohibits margining our shares or pledging our shares as collateral for a loan. | | | Restrictive Covenants: Our executive officers are subject to restrictive covenants upon separation from the Company, including non-competition, non-solicitation, and non-disclosure obligations. | | | Double-Trigger Change-in-Control Provision: Both our current and proposed Omnibus Incentive Plans have a “double-trigger” accelerated vesting feature, meaning that both a change of control and an involuntary termination of employment must occur for awards to vest. | | | Independent Compensation Consultant: The Committee retains an independent executive compensation consultant to provide independent advice, information, and analysis on executive compensation, incentive plan performance measures, and compensation program design and developments. | | | No Excise Tax Gross-Ups: We do not provide for gross-up payments to offset any “golden parachute” excise taxes potentially incurred by our executives in connection with a change in control. | | | No Dividend Equivalent Payments on Unvested PSUs: We do not pay dividend equivalents on unvested PSUs. |

  46. Target Total Direct Compensation Mix(1)

    | | Element | Form | Purpose | Performance Metrics | | Fixed | Base Salary | Cash | •Competitive base pay to help attract and retain executive talent •Only fixed source of compensation •Informed by competitive market levels and may be adjusted to recognize the size, scope and impact of an executive’s role, and his or her knowledge, tenure and experience | — | | Variable – Annual Incentive Compensation | Cash Incentive | Cash | •Designed to drive performance against annual financial and strategic goals •Value determined based on performance against pre-defined objectives •Informed by competitive market levels and may be adjusted to recognize an executive’s tenure, knowledge, experience, and increasing responsibilities •Actual bonus can range from 0% to 200% of target | Annual financial performance metrics (70%) •Capital Generation:* 50% •C&I Operating Expenses:* 10% •New Products/Channels: 10% Strategic factors (30%) •Continue to closely manage personal loan credit performance; •Drive personal loan origination growth for 2025 and beyond; •Execute on new products, including auto finance and credit cards; •Continue to be the employer of choice for our team members and focusing on our external reputation; and •Advance our long-term strategy, including strategically advancing funding programs to support our balance sheet. |

  47. Target Total Direct Compensation Mix(1)

    | | Element | Form | Purpose | Performance Metrics | | Variable – Long-Term Equity Awards | PSUs | Stock | •To drive performance against strategic imperatives that create sustainable long-term stockholder value, align executive interests with stockholders and reward appropriately •Target values set with reference to competitive market levels •Earned shares vest subject to performance and continued employment •Actual payout can range from 0% to 200% of target •Represented 55% of long-term equity incentive for our CEO and 40% for our other NEOs •Aids in executive retention | Payout based on Capital Generation* performance: •2025 Capital Generation per share (34%) •2026 Capital Generation per share Growth (33%) •2027 Capital Generation per share Growth (33%) with applicable performance targets established in early 2025 at the beginning of the three-year performance period. Adjusted +/- 20% by a Relative TSR Modifier •compared to the Russell 3000 Index – Financials to promote alignment of PSUs with relative total stockholder returns | | | RSUs | Stock | •Service-based awards vest over a three-year period •Designed to force a direct link between executive and stockholder interests by transforming executives into stockholders •Target values set with reference to competitive market levels •Represented 45% of long-term equity incentive for our CEO and 60% for our other NEOs •Aids in executive retention | •Continued employment •Realizable value based on stock price performance | | * Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms. | | | | |

  48. Annual Incentive Compensation

    Annual Incentive Compensation Our executive officers are eligible to receive annual incentive compensation contingent upon the attainment of specific, pre-established financial performance metrics and strategic objectives for the Company, which are intended to drive sustainable growth and create long-term stockholder value. Annual incentive compensation for 2025 was paid in the form of cash based on the achievement of annual financial and qualitative performance metrics. For 2025, annual incentive compensation comprised 70% financial performance metrics and 30% qualitative metrics. The financial performance metrics were selected to align compensation with our business strategy and performance and to reward achievement of financial targets and effective strategic leadership. Each quantitative metric was capped at 200% of target, which served as a cap for the annual incentive opportunity.

  49. Annual Incentive Compensation

    | Metric | Weighting | | Capital Generation* | 50% | | C&I Operating Expenses* | 10% | | New Products/Channels | 10% | | *Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms. | |

  50. Annual Incentive Compensation

    Qualitative strategic factors represent 30% of our annual incentive award and were selected to align with the Company’s strategic objectives, with an achievement value of up to 200%. For 2025, qualitative factors consisted of the following: •Continue to closely manage personal loan credit performance; •Drive personal loan origination growth for 2025 and beyond; •Execute on new products, including auto finance and credit cards; •Continue to be the employer of choice for our team members and focusing on our external reputation; and •Advance our long-term strategy, including strategically advancing funding programs to support our balance sheet. The Committee evaluated performance against pre-established qualitative strategic objectives and the Company’s progress on its strategic priorities for 2025 and determined that achievement levels of 190% were appropriate for Mr. Shulman and Ms. Osterhout, and 165% for Mr. Conrad. The Committee considered the following actions under the leadership of our NEOs: •Delivered strong financial performance, with Capital Generation* of $913 million (an increase of 33% compared to 2024) and increasing Capital Generation Return on Receivables (ROR)* by 65 basis points to 3.8% compared to 2024; •Actively managed credit performance, achieving approximately 46 basis points of loss improvement with C&I Net Charge-offs* decreasing to 7.7%, driven by disciplined credit box adjustments and intensified servicing and collections efforts; •Drove strong portfolio growth despite a conservative credit posture, originating $14.4 billion and expanding Managed Receivables* to $26.3 billion at year-end; •Continued to execute a disciplined funding strategy, raising approximately $5.9 billion at tight spreads, expanding our loan sale program, and ending the year with over $7.5 billion in bank facilities to maintain a strong liquidity runway; •Delivered growth and innovation in the Personal Loan business, including multiple new offerings, achieving $21.4 billion in net finance receivables, and continued evolution of the operating model to support productivity; •Continued maturing the Auto Finance business, achieving $2.5 billion in net finance receivables, enhancing dealer segmentation and pricing discipline, migrating all dealers to a single platform, expanding the dealer base, and establishing important partnerships; •Accelerated progress in the Credit Card business, achieving $936 million in net finance receivables, surpassing 1 million accounts, improving credit, and reducing marginal unit costs by 25%; •Achieved significant advancement in technology and digital initiatives; •Continued strengthening our data and analytics capabilities, integrating enhanced models across our Personal Loan, Auto Finance, and Credit Card businesses; and •Advanced our position as an employer of choice, with the Company recognized as a Most Loved Workplace for the fourth consecutive year and achieving strong employee engagement. *Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms. Achievement level of the annual compensation metrics is included in the table below.

  51. Annual Incentive Compensation

    | 2025 Annual Incentive Compensation Performance Scorecard | | | | | | | Metric | Weight | Target(1) | Result(1) | | Achievement Level | | Capital Generation(2) | 50% | $800 | | $913 | 175% | | C&I Operating Expenses(2) | 10% | $1,703-$1,661 | | $1,687 | 100% | | New Products/Channels | 10% | $3,325-$3,675 | | $3,704 | 109% | | Financial Performance | 70% | 100% | | 155% | 109% | | Qualitative Assessment | 30% | 100% | | 165%-190%(3) | 49%-57%(3) | | Total Performance Payout | | | | | 158%-166%(4) |

  52. Annual Incentive Compensation

    (1)Amounts in millions. (2)Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms. (3)Achieved at 190% for Mr. Shulman and Ms. Osterhout, and 165% for Mr. Conrad, resulting in a weighted achievement of 57% for Mr. Shulman and Ms. Osterhout, and 49% for Mr. Conrad. (4)Achieved at 166% for Mr. Shulman and Ms. Osterhout and 158% for Mr. Conrad. In setting the targets for the three financial performance metrics at the beginning of the year, the Committee considered the Company’s business plan, economic environment and expected market conditions, and other factors such as interest rates and financial health of nonprime consumers. For certain metrics, a range is used to account for anticipated volatility in the market and our business. For 2025, targets for each metric were set above prior year performance results reflecting continued expected growth, cost discipline, and investment in the business. The results for Capital Generation and New Products/Channels exceeded the targeted amounts, resulting in achievement levels of 175% and 109%, respectively, while C&I Operating Expenses slightly exceeded the midpoint of the targeted range, resulting in an achievement level of 100%. These factors resulted in a weighted financial performance level of 109%. Qualitative assessments resulted in achievement levels of 165% to 190%, resulting in a qualitative weighted achievement level of 49% to 57%. When the financial and qualitative performance levels were aggregated, total performance payouts were 158% to 166% of target. The table below reflects the target and earned annual incentive amounts based on the results reflected in the preceding table.

  53. Annual Incentive Compensation

    | 2025 Annual Incentive Awards | | | | | | | Target Annual Incentive Compensation | | Earned Annual Incentive Compensation | | | Douglas H. Shulman | | $2,750,000 | | $4,551,250 | | Jeannette E. Osterhout | | $820,000 | | $1,357,100 | | Micah R. Conrad | | $820,000 | | $1,295,600 |

  54. Long-Term Equity Awards

    Long-Term Equity Awards Long-term incentive awards tie executive compensation to the achievement of annual financial and qualitative performance metrics and are intended to align our NEOs’ interests with those of our long-term stockholders. Long-term incentives consist of PSUs and RSUs. In 2025 PSU awards constituted 55% of the long-term equity incentive opportunity for our CEO and 40% of the long-term equity incentive opportunity for our other NEOs.

  55. 2025 Restricted Stock Unit Grants

    2025 Restricted Stock Unit Grants Under our executive compensation program effective for 2025, RSUs will be granted annually, with vesting to occur in three equal annual installments subject to continued service.

  56. 2025 Restricted Stock Unit Grants

    | 2025 RSU Grant | | | Douglas H. Shulman | $3,442,500 | | Jeannette E. Osterhout | $1,188,000 | | Micah R. Conrad | $1,128,000 |

  57. 2025 Performance Share Unit Awards

    2025 Performance Share Unit Awards PSUs are tied to Capital Generation per share goals over a three-year performance period, and subject to a three-year Relative TSR modifier that can result in the payout amount being adjusted upward or downward by 20% for top and bottom quartile performance, respectively. The Capital Generation goals for the three-year period were set at the beginning of the performance period. The target for the first year of the performance period was set as a base dollar value, with targets for the second and third years set as growth rates. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual payout percentages. The three annual payout percentages will be weighted averaged, as presented in the table below, to determine the final payout percentage. The payout percentage ranges from 0%, if the threshold Capital Generation value or growth is not achieved, to 200%, if the maximum Capital Generation value or growth is achieved, prior to application of the Relative TSR modifier.

  58. 2025 Performance Share Unit Awards

    | 2025 PSU Metric | | | Metric | Weighting | | 2025 Capital Generation per share | 34% | | 2026 Capital Generation per share Growth | 33% | | 2027 Capital Generation per share Growth | 33% |

  59. 2025 Performance Share Unit Awards

    The Committee selected this metric for 2025 PSU awards as it aligns with how we are managing the business over the longer term, with targets aligned to our annual plan and requiring year-over-year growth. Capital Generation, a non-GAAP metric described further in Appendix A, is the key performance measure of our segment that measures the capital created during a period which is used to manage our business. Capital Generation represents the after-tax effect of pretax capital generation, which is calculated as C&I Adjusted Pretax Income, excluding the change in our C&I allowance for finance receivable losses while still considering C&I Net Charge-offs incurred. C&I Adjusted Pretax Income represents income before income taxes on a segment accounting basis which excludes net gain or loss resulting from repurchases and repayments of debt, restructuring charges, acquisition-related transaction and integration expenses, and other items and strategic activities. The performance targets are expressed as Capital Generation per share in order to incentivize the creation of stockholder value and the return of capital to stockholders. The Company is not pre-disclosing specific targets for this metric, as such disclosure could include competitively sensitive information. Full details will be disclosed at the end of the performance period. The PSUs are also subject to a three-year Relative TSR modifier, which will adjust the payout down by 20% if Relative TSR is in the bottom quartile when compared to the TSR Modifier Peer Group, and increase the payout by 20% if in the top quartile, with no change occurring if Relative TSR is in the second or third quartiles. For purposes of evaluating Relative TSR as a modifier for the PSU portion of our long-term incentive program, the Committee compares the Company’s TSR against the Russell 3000 Index – Financials, which the Committee deemed relevant based on its industry (the “TSR Modifier Peer Group”). PSUs have possible payouts ranging between 0% and 200% of the target level, which may then be adjusted upward or downward by 20% based on the three-year Relative TSR modifier. The following reflects target PSU opportunity for our NEOs:

  60. 2025 Performance Share Unit Awards

    | 2025 PSU Target | | | Douglas H. Shulman | $4,207,500 | | Jeannette E. Osterhout | $792,000 | | Micah R. Conrad | $752,000 |

  61. 2025 Performance Share Unit Awards

    Previously Granted Performance-Based Awards

  62. 2023 PSU Awards – Pay for Performance

    2023 PSU Awards – Pay for Performance In January 2026, the Committee determined final payout levels for PSU awards granted in 2023 with a performance cycle ending at the end of 2025. These PSU awards had a structure consisting of three annual measurement periods, each comprising approximately one-third of overall performance of the awards. 2023 Capital Generation* was $794 million, within the target range of $720 million to $880 million, and paid out at 100%. 2024 Capital Generation Growth* was $685 million, falling below the minimum and resulting in a payout of 0%. 2025 Capital Generation Growth* was $913 million, exceeding the maximum, and paid out at 200%. The awards were also subject to a 20% three-year Relative TSR multiplier, which adjusted the payout level upward by 20% as TSR was in the top quartile compared against a pre-established set of consumer finance and related industry participants. As a result, total payout for PSU awards granted in 2023 was 120%.

  63. 2023 PSU Awards – Pay for Performance

    | Payout of Shares Underlying 2023 PSU Awards | | | | | Target PSU Payout | PSUs Paid Out | | Douglas H. Shulman | 93,106 | 111,727 | | Jeannette E. Osterhout | 21,963 | 26,356 | | Micah R. Conrad | 26,212 | 31,454 |

  64. 2023 PSU Awards – Pay for Performance

    * Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms.

  65. 2023 PSU Awards – Pay for Performance

    | 3 | Employee Benefits and Other Compensation |

  66. 2023 PSU Awards – Pay for Performance

    We provide benefit programs that are designed to be competitive with market and provide reasonable security for employees. For 2025, welfare and retirement benefits were offered at essentially the same level to all U.S. salaried employees, including executive officers. Retirement Benefits All of our NEOs receive the same retirement benefits as our other employees. All of our NEOs are eligible to participate in our general tax-qualified, defined contribution retirement savings 401(k) plan. We match a percentage of each participant’s contributions to the 401(k) plan up to the statutory limits. Our NEOs are also eligible to participate in the OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan (the “NQDC Plan”) which provides eligible participants with the option to defer receipt of some or all of their annual cash incentives and some of their base salaries. Eligible participants include all employees with a base salary equal to or in excess of $200,000, including each of our NEOs. Participant contributions will be fully vested at all times. Employer contributions are not permitted under the NQDC Plan. Distributions of participant accounts will be made following a participant’s separation of service, death, disability, unforeseeable emergency, or as of a future payment date specified by the participant. For additional information, please see “Compensation Discussion and Analysis — Executive Compensation Tables — 2025 Nonqualified Deferred Compensation.” In 2025, a retirement provision was added which allows for continued vesting of RSU and PSU equity awards for all employees. The provision requires an employee to have a minimum age of 60 and minimum years of service equaling or exceeding 7 years, provided that the employee is required to provide at least six months advance notice of their intention to retire. Welfare Benefits Each of our executive officers is eligible to participate in our various group health and welfare benefit plans and fringe benefit programs that are generally available to all of our employees on a non-discriminatory basis. Severance and Change-in-Control Arrangements For discussion of our severance and change-in-control arrangements, including a description of our Executive Severance Plan and the employment agreement with Mr. Shulman, please see “Compensation Discussion and Analysis — Executive Compensation Tables — Severance and Change-in-Control Arrangements.” Other Compensation Other compensation for our executive officers consists primarily of dividend equivalents with respect to unvested and outstanding RSUs, and PSUs granted prior to 2023 (subsequent grants do not accrue dividend equivalents). Such awards are credited with dividend equivalents equal to the per share cash dividends paid on our common stock, multiplied by the total number of equity awards subject to the award that are outstanding on the record date for such dividend. Half of the dividend equivalents are paid at the time of the dividend, and half accrue and are paid at the time of vesting. Dividend equivalents have not been paid on unvested PSUs granted from 2023 onward. The crediting of dividend equivalents is meant to treat the equity award holders consistently with stockholders, which serves to further align the interests of our executive officers with our stockholders, with half of the amount deferred until vesting for retention purposes. Because they are not included in the grant date fair value of awards, dividend equivalents are reported in the “All Other Compensation” column of the Summary Compensation Table. We generally limit perquisites for our executive officers, and when perquisites are provided, they are limited to items that serve a reasonable business purpose. In 2025 we instituted a comprehensive security program for our Chief Executive Officer, which includes personal security services and, when necessary, travel-related protection. The Compensation Committee believes these measures are appropriate and necessary in light of the CEO’s role, visibility, and the nature of the business. The incremental cost to the Company for these security services is included in the “All Other Compensation” column of the Summary Compensation Table.

  67. 2023 PSU Awards – Pay for Performance

    | 4 | How We Make Compensation Decisions |

  68. 2023 PSU Awards – Pay for Performance

    Role of the Compensation Committee The Committee is responsible to our Board for overseeing the development and administration of our executive compensation and employee benefit plans and practices. The Committee, which consists of at least two independent directors, is responsible for the review and approval of all aspects of our executive officer compensation program. The Committee is responsible for evaluating annually the performance of each of our NEOs and determining and approving their compensation (including, but not limited to, base pay and annual and long-term incentive award opportunities) based on such evaluation. Additionally, the Committee is responsible for the following, among its other duties: •Reviewing the Company’s executive compensation plans, including the goals and objectives relevant to compensation; •Evaluating the performance of our executive officers in light of such goals and objectives; •Reviewing and approving any severance or termination arrangements to be made with any executive officer; •Reviewing any perquisites or other personal benefits provided to any executive officer; and •Reviewing whether incentive and other forms of pay encourage excessive risk-taking and the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements. The role of the Committee is described in detail in the Compensation Committee charter, which is available under the Governance tab on our investor relations website at http://investor.onemainfinancial.com. The Committee is supported in its work by our Executive Vice President, Chief Human Resources Officer, her staff, and the Committee’s independent compensation consultant, as described below. Role of the Independent Compensation Consultant The Committee recognizes the importance of using an independent compensation consultant that provides services to our Board and its committees. In 2025, Meridian Compensation Partners, LLC (“Meridian”) continued to serve as the Committee’s independent executive compensation consultant to provide independent advice, information, and analysis on executive compensation, incentive plan performance measures, and compensation program design and developments. Meridian was engaged by and reported directly to the Committee, which could replace its compensation consultant or hire additional consultants at any time. A representative of Meridian attended meetings of the Committee when requested and communicated with the Committee Chair between meetings.

  69. Compensation Consultant Independence

    Compensation Consultant Independence The Committee has assessed the independence of Meridian pursuant to NYSE rules, and the Committee has concluded that the work the firm performed for the Committee during 2025 did not raise any conflicts of interest that would prevent Meridian from independently advising the Committee. Role of Management The Committee receives recommendations from the CEO, working with management, regarding our executive compensation structure, metrics, and goals. Our CEO does not make any recommendations with respect to his own compensation. The Committee also receives information from our CFO and General Counsel to evaluate whether our incentive compensation programs for our executive officers and other employees encourage responsible investment of our resources and do not unintentionally encourage or reward imprudent risk-taking. After a review of our compensation plans by our CFO and General Counsel, who provided the Committee with a briefing in April 2026, the Committee concluded that our compensation plans were well designed and well documented. Additionally, our incentive compensation plans were not unbalanced such that they encourage excessive or unnecessary risk-taking that would endanger the reputation or financial well-being of the Company or otherwise have any material adverse effect on the Company. Stockholder Feedback At our 2020 Annual Meeting, our stockholders voted in favor of conducting advisory votes on our executive compensation program on a triennial basis. As previously disclosed, we undertook a comprehensive review of our executive compensation program in 2023, informed by changes in our business, economic environment, and evolving stockholder base. This review resulted in changes to the compensation program, which we previewed in the proxy statement for our 2023 Annual Meeting. Following the implementation of these changes, the Board and the Committee engaged in ongoing dialogue with stockholders regarding our executive compensation program and governance practices. The Board believes that the strong support for the program reflected in the advisory vote on our executive compensation program at our 2023 Annual Meeting of Stockholders, at which approximately 95% of the votes cast were in favor, demonstrated broad stockholder alignment with the revised program. Subsequent to the 2023 Annual Meeting, and as part of our continued stockholder engagement efforts, the Board and the Committee considered feedback received from stockholders on our executive compensation policies, including the frequency of advisory votes on our executive compensation program. Stockholders expressed the importance of regular and timely feedback on executive compensation, particularly in light of the evolution of the Company’s business and compensation framework. In response to this feedback, and after careful consideration, the Board has determined that holding an advisory vote on our compensation, or the “say on pay” vote, on an annual basis is the most appropriate frequency for the Company at this time. Accordingly, stockholders will again be asked to vote, on an advisory basis, on both the compensation paid to our NEOs and the frequency of such advisory votes at our 2026 Annual Meeting, with the Board and the Committee recommending an annual advisory vote on executive compensation. Use of Peer Groups

  70. 2025 Compensation Peer Group

    2025 Compensation Peer Group In the course of designing and implementing our 2025 executive compensation program, the Committee used compensation data compiled from a group of publicly traded peer companies in the diversified financial services industries (including consumer finance and mortgage and commercial finance), as well as the transaction and payment processing services industry.

  71. 2025 Compensation Peer Group

    | •Ally Financial Inc. (Consumer and Commercial Finance) •Credit Acceptance Corporation (Consumer Finance) •Global Payments Inc. (Transaction and Payment Processing Services) •Navient Corporation (Consumer Finance) •Rocket Companies, Inc. (Mortgage and Commercial Finance) •Synchrony Financial (Consumer Finance) •Toast, Inc. (Transaction and Payment Processing Services) | •Bread Financial Holdings, Inc. (Consumer Finance) •Fidelity National Information Services, Inc. (Transaction and Payment Processing Services) •LendingClub Corporation (Consumer Finance) •PROG Holdings, Inc. (Consumer Finance) •SLM Corporation (Consumer Finance) •SoFi Technologies, Inc. (Consumer Finance) •The Western Union Company (Transaction and Payment Processing Services) |

  72. 2025 Compensation Peer Group

    The Committee, with assistance from its independent compensation consultant, reviewed the 2025 Peer Group and determined that it would be appropriate to maintain the same peer group for fiscal year 2026.

  73. TSR Modifier Peer Group

    TSR Modifier Peer Group Beginning in 2025, for purposes of evaluating Relative TSR as a modifier for the PSU portion of our long-term incentive program, the Committee compares the Company’s TSR against the companies that are constituents of the Russell 3000 Index – Financials. The Committee believes that the broader set of companies included in this index provides a better and reflects a more consistent representation of the Company’s relative performance. Accounting and Tax Treatment The accounting and tax treatment of the elements of our executive compensation is one factor considered in the design of the program. Although the Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation program, the Committee retains the flexibility to design and administer a compensation program that is in the best interests of the Company and its stockholders.

  74. TSR Modifier Peer Group

    | Compensation Committee Report | | The Committee reviewed and discussed the Compensation Discussion and Analysis set forth herein with management. Based upon the Committee’s review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report for the year ended December 31, 2025. | | Compensation Committee of the Board of Directors | | Roy A. Guthrie | | Andrew D. Macdonald | | Richard A. Smith |

  75. Executive Compensation Tables

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards | Non-Equity Incentive Plan Compensation(3) ($) | Changes in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Douglas H. Shulman, Chairman and Chief Executive Officer | 2025 | 1,097,308 | 8,190,542 | — | 4,551,250 | — | 1,235,130 | 15,074,230 | | | 2024 | 1,000,000 | 5,888,812 | — | 3,225,000 | — | 1,208,733 | 11,322,545 | | | 2023 | 1,000,000 | 10,267,357 | — | 2,562,000 | — | 1,619,311 | 15,448,668 | | Jeannette E. Osterhout, Executive Vice President and Chief Financial Officer | 2025 | 648,654 | 2,094,359 | — | 1,357,100 | — | 391,466 | 4,491,579 | | | 2024 | 600,000 | 1,498,932 | — | 979,640 | — | 395,551 | 3,474,123 | | Micah R. Conrad, Executive Vice President and Chief Operating Officer | 2025 | 648,654 | 1,988,587 | — | 1,295,600 | — | 347,812 | 4,280,653 | | | 2024 | 600,000 | 1,498,932 | — | 979,640 | — | 386,231 | 3,464,803 | | | 2023 | 598,077 | 2,896,841 | — | 828,000 | — | 533,623 | 4,856,541 |

  76. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The table below summarizes information regarding grants of plan-based awards to our NEOs during 2025.

  77. 2025 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Douglas H. Shulman | 2/1/2025 | 1,182,500 | 2,750,000 | 5,500,000 | — | — | — | — | — | | | 2/6/2025 | — | — | — | 37,892 | 75,783 | 181,879 | — | 4,667,475 | | | 2/6/2025 | — | — | — | — | — | — | 62,004 | 3,523,067 | | Jeannette E. Osterhout | 2/1/2025 | 352,600 | 820,000 | 1,640,000 | — | — | — | — | — | | | 2/6/2025 | — | — | — | 7,133 | 14,265 | 34,236 | — | 878,581 | | | 2/6/2025 | — | — | — | — | — | — | 21,397 | 1,215,778 | | Micah R. Conrad | 2/1/2025 | 352,600 | 820,000 | 1,640,000 | — | — | — | — | — | | | 2/6/2025 | — | — | — | 6,772 | 13,544 | 32,506 | — | 834,175 | | | 2/6/2025 | — | — | — | — | — | — | 20,317 | 1,154,412 |

  78. 2025 Grants of Plan-Based Awards Table

    (1)Represents cash awards under the 2025 annual incentive program. The amounts reported represent the threshold, target and maximum awards (43%, 100% and 200% of target, respectively) that could be earned based on achievement of quantitative and qualitative goals as determined by the Committee. Based on the actual achievement for 2025 under the terms of the annual incentive program, the Committee approved cash payouts in early 2026, as reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2025 above. (2)Represents annual PSUs granted in 2025. The PSUs will vest after three years on a date to be determined by the Committee, to the extent earned based upon the attainment of performance goals established by the Committee for the 2025-2027 performance period and as further described in the CD&A. The maximum amount payable reflects the potential application of the 20% positive Relative TSR modifier, while the minimum amount payable does not contemplate an upward or downward adjustment based on the Relative TSR modifier. (3)The grants reported in this column represent RSUs granted for 2025. These RSUs will vest in three equal increments following the grant date based on continued service, with one-third having vested on February 20, 2026, one-third vesting on February 19, 2027, and one-third vesting on February 18, 2028. (4)Amounts reported in this column are calculated in accordance with ASC 718 based on the probable achievement of the underlying performance conditions. For a summary of the assumptions used in the valuation of these equity-based awards, please see Note 17, Share-Based Compensation, to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The 2025 Grants of Plan-Based Awards Table reports the dollar value of cash (non-equity) incentive awards and the number and value of equity awards granted to each executive officer during 2025. With regard to cash incentives, this table reports the range of potential values that could have been obtained by the executive officer; whereas the Summary Compensation Table reports the actual value realized for 2025. Equity amounts represent the grant date values of the awards determined under ASC 718 for purposes of financial statement reporting, which are based on probable outcomes. Grant date fair values reflected in the 2025 Grants of Plan-Based Awards Table do not include dividend equivalent payments with respect to the underlying equity-based awards.

  79. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes the equity awards held by our NEOs that were unvested and outstanding as of December 31, 2025.

  80. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | | | | Douglas H. Shulman | — | — | — | — | N/A | 133,799(2) | 9,038,122 | 540,337 | (5) | 36,499,764 | | Jeannette E. Osterhout | — | — | — | — | N/A | 39,093(3) | 2,640,732 | 147,941 | (6) | 9,993,415 | | Micah R. Conrad | — | — | — | — | N/A | 39,430(4) | 2,663,497 | 138,809 | ‘(7) | 9,376,548 |

  81. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)Based on the closing market price of Company common stock on December 31, 2025 of $67.55 per share. (2)Represents RSUs granted to Mr. Shulman in 2023, 2024, and 2025 that were unvested as of December 31, 2025. The vesting schedule for the RSUs is as follows: 72,083 vested in February 2026, 41,048 are scheduled to vest in February 2027, and 20,668 are scheduled to vest in February 2028. (3)Represents RSUs granted to Ms. Osterhout in 2023, 2024, and 2025 that were unvested as of December 31, 2025. The vesting schedule for the RSUs is as follows: 19,640 vested in February 2026, 12,320 are scheduled to vest in February 2027, and 7,133 are scheduled to vest in February 2028. (4)Represents RSUs granted to Mr. Conrad in 2023, 2024, and 2025 that were unvested as of December 31, 2025. The vesting schedule for the RSUs is as follows: 20,697 vested in February 2026, 11,960 are scheduled to vest in February 2027, and 6,773 are scheduled to vest in February 2028. (5)Represents PSUs granted to Mr. Shulman in 2021, 2023, 2024, and 2025, reflecting the actual payout with respect to annual PSUs granted in 2023, maximum performance levels with respect to annual PSUs granted in 2024 and 2025, and target performance for retention PSUs granted in 2021. PSUs granted in 2023 for the 2023-2025 performance period achieved 120%, resulting in 111,727 shares vesting in the first quarter of 2026. The vesting schedule for the PSU awards is as follows: 146,731 annual PSUs will vest in the first quarter of 2027, 181,879 annual PSUs will vest in the first quarter of 2028, and 100,000 retention PSUs will vest no later than July 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. (6)Represents PSUs granted to Ms. Osterhout in 2021, 2023, 2024, and 2025, reflecting the actual payout with respect to annual PSUs granted in 2023, maximum performance levels with respect to annual PSUs granted in 2024 and 2025, and target performance for retention PSUs granted in 2021. PSUs granted in 2023 for the 2023-2025 performance period achieved 120%, resulting in 26,356 shares vesting in the first quarter of 2026. The vesting schedule for the PSU awards is as follows: 37,349 annual PSUs will vest in the first quarter of 2027, 34,236 annual PSUs will vest in the first quarter of 2028, and 50,000 retention PSUs will vest no later than September 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee. (7)Represents PSUs granted to Mr. Conrad in 2021, 2023, 2024, and 2025, reflecting the actual payout with respect to annual PSUs granted in 2023, maximum performance levels with respect to annual PSUs granted in 2024 and 2025, and target performance for retention PSUs granted in 2021. PSUs granted in 2023 for the 2023-2025 performance period achieved 120%, resulting in 31,454 shares vesting in the first quarter of 2026. The vesting schedule for the PSU awards is as follows: 37,349 annual PSUs will vest in the first quarter of 2027, 32,506 annual PSUs will vest in the first quarter of 2028, and 37,500 retention PSUs will vest no later than September 2028, in each case based upon actual achievement of the quantitative goals as determined by the Committee.

  82. 2025 Options Exercised and Stock Vested Table

    2025 Options Exercised and Stock Vested Table

  83. 2025 Options Exercised and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Douglas H. Shulman(1) | — | — | 93,201 | 5,324,595 | | Jeannette E. Osterhout(2) | — | — | 29,011 | 1,670,363 | | Micah R. Conrad(3) | — | — | 28,077 | 1,654,666 |

  84. 2025 Options Exercised and Stock Vested Table

    (1)Represents 68,201 RSUs that vested on February 20, 2025, with a value of $57.09 per share and 25,000 RSUs that vested on July 16, 2025 with a value of $57.24 per share on the respective vesting dates. (2)Represents 16,511 RSUs that vested on February 20, 2025, with a value of $57.09 per share and 12,500 RSUs that vested on August 20, 2025 with a value of $58.22 per share on the respective vesting dates. (3)Represents 18,702 RSUs that vested on February 20, 2025, with a value of $57.09 per share and 9,375 RSUs that vested on September 5, 2025 with a value of $62.61 per share on the respective vesting dates.

  85. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The amounts shown in this table reflect NEO activity under our NQDC Plan, which took effect in 2022.

  86. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | Douglas H. Shulman | — | — | 47,297 | — | 373,811 | | Jeannette E. Osterhout | — | — | — | — | — | | Micah R. Conrad | — | — | 6,323 | 21,963 | 48,898 |

  87. 2025 Nonqualified Deferred Compensation

    (1)No elections were made by our NEOs to defer base salary or annual cash incentives under our NQDC Plan for 2025. (2)Employer contributions are not permitted under our NQDC Plan.

  88. Potential Payments Upon Termination or Change-In-Control for 2025

    Potential Payments Upon Termination or Change-In-Control for 2025 The following table shows the payments and benefits that our NEOs would have been eligible to receive if their employment had been terminated or if a change in control of the Company had occurred as of December 31, 2025. Amounts used for equity awards are based on the closing market price of our common stock on December 31, 2025, of $67.55 per share.

  89. Potential Payments Upon Termination or Change-In-Control for 2025

    | Name | Type of Payment or Benefit | Voluntary Resignation without Good Reason or Retirement ($) | Termination Due to Disability or Death ($) | Termination without Cause ($) | Termination for Good Reason ($) | Change in Control ($)(1) | Termination without Cause or for Good Reason following a Change in Control ($) | | Douglas H. Shulman(2) | Cash Severance Payment | — | — | 9,010,668 | 9,010,668 | — | 9,010,668 | | | Acceleration of Unvested RSUs | — | 9,038,122 | 4,869,207 | — | — | 9,038,122 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 22,293,324 | | | Continuation of Benefits Payment | — | — | 33,685 | 33,685 | — | 33,685 | | | Total | — | 9,038,122 | 13,913,560 | 9,044,353 | — | 40,375,799 | | Jeannette E. Osterhout(3)(4) | Cash Severance Payment | — | — | 650,000 | — | — | 650,000 | | | Acceleration of Unvested RSUs | — | 2,640,732 | 1,326,682 | — | — | 2,640,732 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 6,875,915 | | | Continuation of Benefits Payment | — | — | 33,462 | 33,462 | — | 33,462 | | | Total | — | 2,640,732 | 2,010,144 | 33,462 | — | 10,200,109 | | Micah R. Conrad(3)(5) | Cash Severance Payment | — | — | 650,000 | — | — | 650,000 | | | Acceleration of Unvested RSUs | — | 2,663,497 | 1,398,082 | — | — | 2,663,497 | | | Acceleration of Unvested PSUs | — | — | — | — | — | 6,269,856 | | | Continuation of Benefits Payment | — | — | 33,685 | 33,685 | — | 33,685 | | | Total | — | 2,663,497 | 2,081,767 | 33,685 | — | 9,617,038 |

  90. Potential Payments Upon Termination or Change-In-Control for 2025

    (1)None of the NEOs is eligible to receive benefits solely in the event of a change in control. Notwithstanding the foregoing, the Omnibus Incentive Plan and the NEOs’ award agreements contemplate acceleration of vesting of equity awards if such awards are not assumed and/or substituted upon a change in control. (2)Under Mr. Shulman’s employment agreement, in the event of a termination by the Company without cause or by the executive for good reason (whether or not in connection with a change in control), he will receive a cash severance payment of an aggregate amount equal to (i) $2,633,333 payable over 24 months (or, if such termination occurs within the 24-month period following a change in control, a single lump sum), plus (ii) any earned but unpaid annual and long-term incentive for the calendar year immediately preceding the termination, plus (iii) an amount equal to two-thirds of the average annual and long-term incentive earned in respect of the three years completed prior to the year of termination. Under the terms of Mr. Shulman’s employment agreement, he is also entitled to a lump sum distribution equal to 12 months of premiums for COBRA continuation for Mr. Shulman and his dependents, representing $33,685. Mr. Shulman’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 72,083 RSUs, or $4,869,207, and (b) upon a termination without cause or resignation for good reason during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 133,799 RSUs, or $9,038,122. Mr. Shulman’s PSU award agreements, including his annual PSUs and retention PSUs, will vest at target levels and be settled in shares of common stock upon a termination without cause, resignation for good reason, death, or disability, in each case during the 12 months following a change in control, and do not otherwise vest upon termination. If a qualifying termination had occurred on December 31, 2025, Mr. Shulman would have received 330,027 shares with a value on such date of $22,293,324. (3)As of December 31, 2025, Ms. Osterhout and Mr. Conrad were eligible to receive severance benefits pursuant to the Executive Severance Plan. Under the Executive Severance Plan, upon a termination by the Company without cause (whether or not in connection with a change in control) or by the executive for good reason within 12 months following a change in control, each executive receives base salary continuation for 12 months and a lump sum distribution equal to 12 months of premiums for COBRA continuation for the executive and their dependents at the rates in effect on the date of termination. Ms. Osterhout and Mr. Conrad are eligible to receive lump-sum COBRA premiums pursuant to the terms of the Executive Severance Plan in the amounts of $33,462 and $33,685, respectively. (4)Ms. Osterhout’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 19,640 RSUs, or $1,326,682, and (b) upon a termination without cause or resignation for good reason during the 12 months following a change in control, or upon her death or disability, all unvested RSUs will vest, representing 39,093 RSUs, or $2,640,732. Ms. Osterhout’s PSU award agreements, including her annual PSUs and retention PSUs, will vest at target levels and be settled in shares of common stock upon a termination without cause, resignation for good reason, death, or disability, in each case during the 12 months following a change in control, and do not otherwise vest upon termination. If a qualifying termination had occurred on December 31, 2025, Ms. Osterhout would have received 101,790 shares with a value on such date of $6,875,915. (5)Mr. Conrad’s RSU award agreements provide that (a) upon a termination without cause, the RSUs next scheduled to vest will vest, representing a total of 20,697 RSUs, or $1,398,082, and (b) upon a termination without cause or resignation for good reason during the 12 months following a change in control, or upon his death or disability, all unvested RSUs will vest, representing 39,430 RSUs, or $2,663,497. Mr. Conrad’s PSU award agreements, including his annual PSUs and retention PSUs will vest at target levels and be settled in shares of common stock upon a termination without cause, resignation for good reason, death, or disability, in each case during the 12 months following a change in control, and do not otherwise vest upon termination. If a qualifying termination had occurred on December 31, 2025, Mr. Conrad would have received 92,818 shares with a value on such date of $6,269,856. Severance and Change-in-Control Arrangements

  91. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we have calculated the ratio between the total compensation of our CEO and our median employee for 2025. As permitted by SEC rules, we are using the same median employee identified for the 2024 pay ratio in our 2025 pay ratio calculation, as we believe that there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2025. The process that we used to determine our median employee for 2024 compensation is summarized below. To select our median employee, we evaluated our employee population and determined our median employee using W-2 income as our consistently applied compensation measure. We selected our median employee from our entire employee population as of December 31, 2024, using annualized base pay for employees who were hired in 2024, and converting compensation for employees paid in currencies other than the U.S. dollar into U.S. dollars using a fiscal year 2024 exchange rate. We did not make any full-time equivalent adjustment for any employee when annualizing base pay. We examined a small group of employees for whom total cash compensation was clustered within a few dollars around the median. From this group, we selected an individual we determined to be reasonably representative of our median employee. The 2025 annual total compensation for the median employee, who serves as a branch manager, determined in accordance with SEC rules was $87,641. The 2025 annual total compensation for our CEO, Mr. Shulman, was $15,074,230, as reported in the “Total” column of the Summary Compensation Table. The resulting pay ratio is estimated to be approximately 172 to 1. Amounts reported in the Summary Compensation Table for our NEOs, including our CEO, are determined pursuant to SEC rules that do not necessarily reflect amounts actually received or realized by, or value actually delivered to, our NEOs, including our CEO. In addition, other companies have different employee demographics and compensation and benefit practices. As a result, CEO pay ratios reported by other companies may vary significantly and likely are not comparable to our CEO pay ratio.

  92. Pay Versus Performance

    Pay Versus Performance The following table presents certain information regarding compensation paid to our CEO and other NEOs, and certain measures of financial performance, for the five years ended December 31, 2025. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.

  93. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(1) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Capital Generation(4) (in millions) | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(3) | | | | 2025 | $15,074,230 | $28,359,648 | $4,386,117 | $8,075,062 | $236.43 | $194.87 | $783 | $913 | | 2024 | $11,322,545 | $11,403,536 | $2,700,499 | $2,598,583 | $169.17 | $160.06 | $509 | $685 | | 2023 | $15,448,668 | $19,411,856 | $4,715,933 | $6,039,373 | $146.86 | $128.19 | $641 | $794 | | 2022 | $10,825,968 | $3,745,311 | $3,148,402 | $647,344 | $90.06 | $109.40 | $872 | $1,064 | | 2021 | $21,715,068 | $39,608,197 | $8,166,095 | $14,259,457 | $123.64 | $125.24 | $1,314 | $1,303 |

  94. Pay Versus Performance

    (1)Mr. Shulman served as our Chief Executive Officer for each year presented. (2)Ms. Osterhout and Mr. Conrad were our other NEOs presented for 2024-2025. Mr. Conrad and Rajive Chadha, our former Chief Operating Officer, were our other NEOs for 2021-2023. (3)The market index used was the NYSE Financial Sector Index. (4)The company-selected measure is Capital Generation, which is a non-GAAP financial measure. Refer to Appendix A for a description of how this measure is calculated and, for 2025, a reconciliation to the most directly comparable measure calculated under GAAP. The following table reconciles the total compensation shown in the Summary Compensation Table to the compensation actually paid to NEOs shown in the Pay Versus Performance Table above.

  95. Pay Versus Performance

    | Year | Summary Compensation Table Total | Less: Equity Awards Included in Summary Compensation Table | Add: Year-End Value of Unvested Equity Awards Granted in Year | Add: Change in Year-End Value of Unvested Equity Awards Granted in Prior Years | Add: Vesting Date Value of Equity Awards Granted and Vested During Year | Add: Change in Value of Unvested Equity Awards Granted in Prior Years that Vested During Year(a) | Total Compensation Actually Paid(a) | | CEO | | | | | | | | | 2025 | $15,074,230 | $(8,190,542) | $12,316,188 | $8,693,745 | $— | $466,027 | $28,359,648 | | 2024 | $11,322,545 | $(5,888,812) | $6,485,519 | $(397,349) | $— | $(118,367) | $11,403,536 | | 2023 | $15,448,668 | $(10,267,357) | $11,461,489 | $1,474,642 | $745,634 | $548,780 | $19,411,856 | | 2022 | $10,825,968 | $(4,713,173) | $2,511,907 | $(5,796,156) | $865,280 | $51,485 | $3,745,311 | | 2021 | $21,715,068 | $(14,005,170) | $13,771,899 | $84,304 | $659,124 | $17,382,972 | $39,608,197 | | Non-CEO NEOs | | | | | | | | | 2025 | $4,386,117 | $(2,041,473) | $2,900,165 | $2,655,737 | $— | $174,516 | $8,075,062 | | 2024 | $2,700,499 | $(999,288) | $1,100,545 | $(139,960) | $— | $(63,213) | $2,598,583 | | 2023 | $4,715,933 | $(2,817,786) | $3,143,590 | $664,689 | $206,464 | $126,483 | $6,039,373 | | 2022 | $3,148,402 | $(1,305,147) | $695,579 | $(2,052,692) | $239,616 | $(78,414) | $647,344 | | 2021 | $8,166,095 | $(4,853,630) | $5,009,300 | $(51,126) | $215,683 | $5,773,135 | $14,259,457 |

  96. Pay Versus Performance

    (a) Amounts reported for 2021 reflect the settlement of two tranches of performance option awards that were granted in 2018 and 2019. The following charts reflect the compensation actually paid to the Company’s CEO and the average compensation actually paid to the non-CEO NEOs, respectively, and their relation to (i) the Company’s TSR, (ii) the Company’s net income, and (iii) the Company’s selected measure of financial performance, Capital Generation, for each year presented. We also show below the relationship between the Company’s TSR and the TSR of the NYSE Financial Sector Index over this period. The Company’s TSR increased in four of the last five years, with total TSR increasing 136% over this period. The TSR of the NYSE Financial Sector Index also grew in four of the last five years, but at a lower rate than the Company’s TSR, with total TSR of the NYSE Financial Sector Index increasing 56% from 2021 through 2025. The Company’s net income and Capital Generation declined in 2022, 2023, and 2024. Compensation actually paid to the Company’s Chief Executive Officer and average compensation actually paid to the non-CEO NEOs changed year-over-year primarily due to changes in equity grant values and stock price performance, which affected the value of outstanding equity awards held by our NEOs. OneMain considers the following to be the most important financial performance measures it uses to link compensation actually paid to its NEOs, for 2025, to company performance.

  97. Pay Versus Performance

    | Financial Performance Measures | | Capital Generation* | | Capital Generation Growth* | | C&I Operating Expenses* | | New Products/Channels | | *Refer to Appendix A for non-GAAP financial measures reconciliations along with defined terms. |