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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
December 1, 2025
Date of Report (date of Earliest Event Reported)
NEWTEKONE, INC.
(Exact Name of Company as Specified in its Charter)
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| Maryland |
814-01035 |
46-3755188 |
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(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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.02 per share |
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NEWT |
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Nasdaq Global Market LLC |
| 5.50% Notes due 2026 |
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NEWTZ |
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Nasdaq Global Market LLC |
| 8.00% Notes due 2028 |
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NEWTI |
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Nasdaq Global Market LLC |
| 8.50% Notes due 2029 |
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NEWTG |
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Nasdaq Global Market LLC |
| 8.625% Notes due 2029 |
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NEWTH |
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Nasdaq Global Market LLC |
| Depositary Shares, each representing a 1/40th interest in a share of 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B |
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NEWTP |
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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 Statements in NewtekOne, Inc.’s (“NewtekOne” or the “Company”) Current Report on Form 8-K and the exhibit thereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-Looking Statements
These statements are based on management’s current expectations and beliefs 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 the Company's 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.
Item 8.01. Other Events.
On December 1, 2025, NewtekOne issued a press release announcing the commencement of an offer to exchange any and all of its outstanding 5.50% Notes due 2026 for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031.A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
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Description |
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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.
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NEWTEKONE, INC. |
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| Date: December 1, 2025 |
By: |
/S/ BARRY SLOANE |
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Barry Sloane |
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Chief Executive Officer, President and Chairman of the Board |
EX-99.1
2
newtprdec12025.htm
EX-99.1
newtprdec12025
1 NewtekOne, Inc. Commences Exchange Offer for 2026 Notes Boca Raton, FL, December 1, 2025 - NewtekOne, Inc. (“NewtekOne” or “Company”) (NASDAQ: NEWT) today announced the commencement of an offer to exchange (the “Exchange Offer”) any and all of its outstanding 5.50% Notes due 2026 (the “Old Notes”) for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031 (the “New Notes”). The Exchange Offer is being made pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”). As of December 1, 2025, $95.0 million aggregate principal amount of the Old Notes was outstanding. Each $25 principal amount of Old Notes validly tendered and not validly withdrawn will be exchanged for $25 principal amount of New Notes. Holders whose Old Notes are accepted for exchange will also receive a cash payment for accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date (as defined below). The New Notes will mature on February 1, 2031 and bear interest at 8.50% per annum, payable quarterly on February 1, May 1, August 1 and November 1 of each year, beginning February 1, 2026. The New Notes will be the senior unsecured obligations of NewtekOne. NewtekOne intends to list the New Notes on Nasdaq within 30 days of the Settlement Date under the trading symbol “NEWTO.” The Exchange Offer will expire at 5:00 p.m., New York City time, on January 9, 2026, unless extended or earlier terminated (the “Expiration Date”). The New Notes will be issued promptly after the Expiration Date and acceptance of the Old Notes (the “Settlement Date”). Holders may withdraw tenders of Old Notes at any time prior to the Expiration Date. Consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of certain conditions, including that at least 10% of the aggregate principal amount of Old Notes be validly tendered and not validly withdrawn. The Company may, in its sole discretion, waive any condition to the Exchange Offer, other than the effectiveness of the registration statement. The purpose of the Exchange Offer is to provide existing holders of the Old Notes, which mature on February 1, 2026, with an opportunity to continue holding NewtekOne senior notes following the
2 approaching maturity of the Old Notes. It is expected that Old Notes not exchanged will be repaid by the Company on the February 1, 2026 maturity date. Exchange Agent, Information Agent and Dealer Manager U.S. Bank Trust Company, National Association is serving as the Exchange Agent for the Exchange Offer. Alliance Advisors is serving as Information Agent for the Exchange Offer. Lucid Capital Markets, LLC is serving as the Dealer Manager for the Exchange Offer. Requests for assistance, additional copies of the prospectus or the letter of transmittal, or questions regarding the procedures for tendering Old Notes should be directed to the Information Agent or the Exchange Agent using the contact information provided in the prospectus. Important Information This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or New Notes. The Exchange Offer is being made only pursuant to the Exchange Offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the SEC as part of the Company’s Registration Statement on Form S-4 (File No. 333-291615), which was declared effective on November 28, 2025. The Exchange Offer Copies of the prospectus and the other Exchange Offer documents may be obtained from the Information Agent: Alliance Advisors The Overlook Corporate Center 150 Clove Road Suite 400 Little Falls Township, NJ 07424 Attn: Tyler Herka Telephone: 1-855-206-1406 Email: NEWT@AllianceAdvisors.com Holders of Old Notes should read the prospectus and related documents carefully before making any decision regarding the Exchange Offer as it contains important information about the Exchange Offer, the Old Notes and the New Notes, including certain material differences in the terms and the rights of holders of the Old Notes as compared to the New Notes.
3 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. 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