OneMain Holdings, Inc.OMF
OneMain Holdings, Inc. Stock Compensation Disclosure
17. Share-Based Compensation | ||
ONEMAIN HOLDINGS, INC. AMENDED 2013 OMNIBUS INCENTIVE PLAN
In 2013, OMH adopted the OneMain Holdings, Inc. Amended 2013 Omnibus Incentive Plan (the “Omnibus Plan”). As of December 31, 2025, 11,468,796 shares of common stock were reserved for issuance under the Omnibus Plan. The amount of shares reserved is adjusted annually at the beginning of the year by a number of shares equal to the excess of 10% of the number of outstanding shares on the last day of the previous fiscal year over the number of shares reserved and available for issuance as of the last day of the previous fiscal year. The Omnibus Plan allows for issuance of stock options, RSUs, restricted stock awards, stock appreciation rights, and other stock-based awards and cash awards.
Total share-based compensation expense, net of forfeitures, for all equity-based awards totaled $34 million, $28 million, and $34 million during 2025, 2024, and 2023, respectively. The total income tax benefit recognized for stock-based compensation was $6 million, $6 million, and $9 million in 2025, 2024, and 2023, respectively. As of December 31, 2025, there was total unrecognized compensation expense of $30 million related to unvested stock-based awards that are expected to be recognized over a weighted average period of approximately two years.
Service-based Awards
OMH has granted service-based RSUs to certain non-employee directors, executives, and employees. The RSUs are granted with varying service terms of one year to five years and do not provide the holders with any rights as shareholders, except with respect to dividend equivalents. The grant date fair value for RSUs is generally the closing market price of OMH’s common stock on the date of the award.
Expense for service-based awards is amortized on a straight-line basis over the vesting period, based on the number of awards that are ultimately expected to vest. The weighted-average grant date fair value of service-based awards issued in 2025, 2024, and 2023, was $56.30, $46.92, and $42.09, respectively. The total fair value of service-based awards that vested during 2025, 2024, and 2023 was $25 million, $24 million, and $21 million, respectively.
The following table summarizes the service-based stock activity and related information for the Omnibus Plan for 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Term (in Years) | ||||||||||||||||||
| Unvested as of January 1, 2025 | 879,146 | $ | 45.69 | |||||||||||||||||
| Granted | 460,935 | 56.30 | ||||||||||||||||||
| Vested | (520,917) | 47.30 | ||||||||||||||||||
| Forfeited | (31,268) | 51.15 | ||||||||||||||||||
| Unvested at December 31, 2025 | 787,896 | 50.59 | 1.67 | |||||||||||||||||
Performance-based Awards
During 2025, 2024 and 2023, OMH awarded certain executives performance-based awards that may be earned based on the financial performance of OMH or the market performance of OMH’s common stock. These awards are subject to the achievement of performance goals during either a cumulative three-year period or up to a seven-year period. The awards are considered earned after the attainment of the performance goal, which can occur during or after the performance period when results have been evaluated and approved by the Compensation Committee, and vest according to their certain terms and conditions.
The fair value for performance-based awards is typically based on the closing market price of OMH's stock on the date of the award. For performance-based awards with market conditions, the fair value is measured on the grant date using an option-pricing model.
Expense for performance-based awards is typically recognized over the requisite service period when it is probable that the performance goals will be achieved and is based on the total number of units expected to vest. Expense for awards with graded vesting is recognized under the accelerated method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period. If minimum targets are not achieved by the end of the respective performance periods, all unvested shares related to those targets will be forfeited and canceled, and all expense recognized to that date is reversed. Expense for performance-based awards with market conditions is recognized over the requisite service period, which represents the period over which the market condition is expected to be satisfied.
The weighted average grant date fair value of performance-based awards issued in 2025, 2024, and 2023 was $61.48, $49.68, and $44.69, respectively. The total fair value of performance-based awards that vested was immaterial during 2025, 2024, and 2023.
The following table summarizes the performance-based stock activity and related information for the Omnibus Plan for 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | Weighted Average Remaining Term (in Years) | ||||||||||||||||||
| Unvested as of January 1, 2025 | 942,623 | $ | 42.12 | |||||||||||||||||
| Granted | 151,139 | 61.48 | ||||||||||||||||||
| Vested | — | — | ||||||||||||||||||
| Forfeited | (127,143) | 46.73 | ||||||||||||||||||
| Unvested at December 31, 2025 | 966,619 | 44.54 | 1.55 | |||||||||||||||||
OTHER STOCK-BASED PLANS
Employee Stock Purchase Plan
The OneMain Employee Stock Purchase Plan (“ESP Plan”) provides certain eligible employees the opportunity to purchase shares of common stock at a discount. The ESP Plan qualifies as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and as such is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Board and stockholders of OMH approved and authorized 1,000,000 shares for issuance under the ESP Plan and became effective January 1, 2022. The Company issued 73,870 shares, 78,694 shares and 81,389 shares of treasury stock associated with the ESP Plan in 2025, 2024, and 2023, respectively. The Company’s expense associated with the ESP Plan is recorded in Salaries and benefits on our consolidated statements of operations and was immaterial during 2025, 2024, and 2023.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 6, 2026 | Showing above |
| 2024 | Feb 7, 2025 | |
| 2023 | Feb 13, 2024 | |
| 2022 | Feb 10, 2023 | |
| 2021 | Feb 11, 2022 | |
| 2020 | Feb 9, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 29, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.