8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 25, 2025

Date of Report (date of Earliest Event Reported)

NEWTEKONE, INC.

(Exact Name of Company as Specified in its Charter)

Maryland	814-01035	46-3755188
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4800 T Rex Avenue, Suite 120, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)

(212) 356-9500

(Company’s telephone number, including area code)

(Former name or former address, if changed from last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.02 per share	NEWT	Nasdaq Global Market LLC
5.50% Notes due 2026	NEWTZ	Nasdaq Global Market LLC
8.00% Notes due 2028	NEWTI	Nasdaq Global Market LLC
8.50% Notes due 2029	NEWTG	Nasdaq Global Market LLC
8.625% Notes due 2029	NEWTH	Nasdaq Global Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01. Other Events.

On August 25, 2025, NewtekOne, Inc. (the “Company”) issued a press release announcing the Company's August 20, 2025, closing of an offering of 2,000,000 depositary shares, each representing a 1/40th interest in a share of the Company's 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K and Exhibit 99.1 thereto shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01     Financial Statement and Exhibits

(d)  Exhibits.

Exhibit Number	Description
99.1	NewtekOne, Inc. Press Release dated August 25, 2025

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEWTEKONE, INC.
Date: August 26, 2025	By:	/S/    BARRY SLOANE
		Barry Sloane
		Chief Executive Officer, President and Chairman of the Board

EX-99.1

1 NewtekOne, Inc. Closes Offering of Depositary Shares Each Representing 1/40th of an Interest in its Series 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B Boca Raton, FL August 25, 2025 – On August 20, 2025, NewtekOne, Inc. (the “Company” or “NewtekOne”) (NASDAQ: NEWT) successfully closed an offering of 2,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company's 8.500% Fixed- Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), with a liquidation preference of $1,000 per share (equivalent to $25.00 per Depositary Share). The offering generated approximately $48.357 million in net proceeds to the Company. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 150,000 Depositary Shares at the public offering price less the applicable underwriting discount. The newly issued Series B Preferred Stock will pay (and the holders of the Depositary Shares will correspondingly receive) a non- cumulative 8.500% per annum cash dividend (payable quarterly when, as and if declared by the Company’s board of directors, on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2025) through October 1, 2030, at which time the dividend rate will reset based on the five- year US treasury rate on the relevant determination date plus a fixed spread and thereafter will reset on the fifth anniversary of the preceding reset date, with the dividend rate determined in the same manner. The Company has applied to list the Depositary Shares on the Nasdaq Global Market® under the ticker symbol “NEWTP.” The Company intends to use the net proceeds from the offering of the Depositary Shares to fund investments, to repay existing debt, and for general corporate purposes. Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. acted as joint book-running managers for the offering; lead managers included B. Riley Securities, Inc., Janney Montgomery Scott, LLC, Ladenburg Thalmann & Co., and Muriel Siebert & Co., LLC. Barry Sloane, Chief Executive Officer and President, said, "We are pleased to layer additional preferred equity into our capital stack. The newly issued Depositary Shares, each representing a 1/40th interest in a share of the Series B Preferred Stock, on a pro forma basis as of June 30, 2025, increases our tier one capital ratio from 16.1% to 19.2% and increases tier one capital by 19% from $256 million to $305 million, and further, positions NewtekOne to deleverage its balance sheet."

2 This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. About NewtekOne, Inc. NewtekOne®, Your Business Solutions Company®, is a financial holding company, which along with its bank and non-bank consolidated subsidiaries (collectively, “NewtekOne”), provides a wide range of business and financial solutions under the Newtek® brand to independent business owners. Since 1999, NewtekOne has provided state-of-the-art, cost-efficient products and services and efficient business strategies to independent business owners across all 50 states to help them grow their sales, control their expenses, and reduce their risk. NewtekOne’s and its subsidiaries’ business and financial solutions include: banking (Newtek Bank, N.A.), Business Lending, SBA Lending Solutions, Electronic Payment Processing, Accounts Receivable Financing & Inventory Financing, Insurance Solutions and Payroll and Benefits Solutions. In addition, NewtekOne offers its clients the Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting and Web Services) provided by Intelligent Protection Management Corp. (IPM.com) Newtek®, NewtekOne®, Newtek Bank®, National Association, Your Business Solutions Company®, One Solution for All Your Business Needs® and Newtek Advantage® are registered trademarks of NewtekOne, Inc.

3 Note Regarding Forward-Looking Statements Certain statements in this press release are “forward-looking statements” within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995 are based on the current beliefs and expectations of NewtekOne's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward- looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in our filings with the Securities and Exchange Commission which are available on NewtekOne's website (https://investor.newtekbusinessservices.com/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). Any forward-looking statements made by or on behalf of NewtekOne speak only as to the date they are made, and NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. SOURCE: NewtekOne, Inc. Investor Relations & Public Relations Contact: Bryce Rowe Telephone: (212) 273-8292 / browe@newtekone.com

XML

Cover	Aug. 25, 2025
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 25, 2025
Entity Registrant Name	NEWTEKONE, INC.
Entity Incorporation, State or Country Code	MD
Securities Act File Number	814-01035
Entity Tax Identification Number	46-3755188
Entity Address, Address Line One	4800 T Rex Avenue
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	212
Local Phone Number	356-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001587987
Common Stock, par value $0.02 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.02 per share
Trading Symbol	NEWT
Security Exchange Name	NASDAQ
Five Point Five Zero Percent Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	5.50% Notes due 2026
Trading Symbol	NEWTZ
Security Exchange Name	NASDAQ
5.50% Notes due 2026
Document Information [Line Items]
Title of 12(b) Security	8.00% Notes due 2028
Trading Symbol	NEWTI
Security Exchange Name	NASDAQ
Eight Point Five Percent Notes due 2029
Document Information [Line Items]
Title of 12(b) Security	8.50% Notes due 2029
Trading Symbol	NEWTG
Security Exchange Name	NASDAQ
Eight Point Six Two Five Percent Notes due 2029
Document Information [Line Items]
Title of 12(b) Security	8.625% Notes due 2029
Trading Symbol	NEWTH
Security Exchange Name	NASDAQ