NewtekOne Files 8-K on Security Holder Rights & Debt

Ticker: NEWTH · Form: 8-K · Filed: Aug 21, 2025 · CIK: 1587987

Newtekone, Inc. 8-K Filing Summary
FieldDetail
CompanyNewtekone, Inc. (NEWTH)
Form Type8-K
Filed DateAug 21, 2025
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.02, $1,000, $25.00
Sentimentneutral

Sentiment: neutral

Topics: corporate-governance, debt-issuance, filing-update

TL;DR

NewtekOne 8-K: Changes to security holder rights and amendments to bylaws filed, with notes due 2026, 2028, and 2029 listed.

AI Summary

NewtekOne, Inc. filed an 8-K on August 21, 2025, reporting events that occurred on August 19, 2025. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also lists several debt instruments, including 5.50% Notes Due 2026, 8.0% Notes Due 2028, 8.5% Notes Due 2029, and 8.625% Notes Due 2029.

Why It Matters

This filing signals potential changes affecting NewtekOne's security holders and its outstanding debt obligations, which could impact investors and the company's financial structure.

Risk Assessment

Risk Level: medium — Changes to security holder rights and amendments to bylaws can indicate significant corporate actions or restructuring that may affect the value of existing securities.

Key Players & Entities

  • NewtekOne, Inc. (company) — Filer of the 8-K report
  • August 19, 2025 (date) — Earliest event date reported
  • August 21, 2025 (date) — Date of the 8-K filing
  • 5.50% Notes Due 2026 (dollar_amount) — Debt instrument mentioned
  • 8.0% Notes Due 2028 (dollar_amount) — Debt instrument mentioned
  • 8.5% Notes Due 2029 (dollar_amount) — Debt instrument mentioned
  • 8.625% Notes Due 2029 (dollar_amount) — Debt instrument mentioned

FAQ

What specific material modifications were made to the rights of NewtekOne's security holders?

The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text excerpt.

What amendments were made to NewtekOne's articles of incorporation or bylaws?

The filing states that amendments to articles of incorporation or bylaws occurred on August 19, 2025, but the specific content of these amendments is not detailed in the excerpt.

What is the maturity date for the 5.50% Notes mentioned in the filing?

The 5.50% Notes mentioned in the filing are due in 2026.

Are there any other debt instruments with maturity dates in 2028 or 2029 listed?

Yes, the filing lists 8.0% Notes Due 2028, 8.5% Notes Due 2029, and 8.625% Notes Due 2029.

What is the SEC file number for this NewtekOne 8-K filing?

The SEC file number for this filing is 001-36742.

Filing Stats: 1,445 words · 6 min read · ~5 pages · Grade level 10.5 · Accepted 2025-08-21 08:23:03

Key Financial Figures

  • $0.02 — ich registered Common Stock, par value $0.02 per share NEWT Nasdaq Global Market LLC
  • $1,000 — share, with a liquidation preference of $1,000 per share (equivalent to $25.00 per Dep
  • $25.00 — ence of $1,000 per share (equivalent to $25.00 per Depositary Share) (the "Series B Pr

Filing Documents

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. In connection with the previously disclosed underwritten public offering by NewtekOne, Inc. (the "Company") of 2,000,000 depositary shares (the "Depositary Shares"), each representing a 1/40 th interest in a share of the Company's Series B Preferred Stock (as defined below), the Company is establishing a new series of preferred stock, designated as the "8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B," par value $0.02 per share, with a liquidation preference of $1,000 per share (equivalent to $25.00 per Depositary Share) (the "Series B Preferred Stock"). The Series B Preferred Stock will rank senior to the Company's common stock and each other class or series of capital stock it may issue in the future, the terms of which do not expressly provide that it ranks on a parity with or senior to the Series B Preferred Stock as to dividend rights and rights upon liquidation, dissolution or winding-up of the Company. The Series B Preferred Stock will rank on a parity with the Company's Series A Convertible Preferred Stock, par value $0.02 per share (the "Series A Preferred Stock") and each other class or series of capital stock the Company may issue in the future, the terms of which expressly provide that such class or series will rank on a parity with the Series B Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company (collectively, the "parity stock") (except for any senior stock that may be issued with the requisite consent of the holders of the Series B Preferred and all other parity stock, if any). Under the terms of the Series B Preferred Stock, the ability of the Company to declare or pay dividends on, make distributions with respect to, or to redeem, purchase or otherwise acquire for consideration, the Company's common stock or any other stock ranking junior to or on a parity with the Series B Preferred Stock, including th

03. Amendments to Articles of Incorporation or Bylaws

Item 5.03. Amendments to Articles of Incorporation or Bylaws. On August 19, 2025, the Company filed the Articles Supplementary with the Maryland State Department of Assessments and Taxation amending the amended and restated articles of incorporation of the Company, as amended. The Articles Supplementary create the Series B Preferred Stock out of the authorized and unissued shares of stock of the Company, establishes the terms of the Series B Preferred Stock, fixes the authorized number of shares of Series B Preferred Stock to 53,750, and provides for certain other preferences, rights, voting powers, restrictions and limitations of the Series B Preferred Stock. The foregoing description of the Series B Preferred Stock and the Articles Supplementary is qualified entirely by the terms of the Articles Supplementary, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. Copies of the opinions of Michael A. Schwartz, Chief Legal Officer and Corporate Secretary of the Company and Robert Fraley, Senior Counsel of the Company, relating to the legality of the issuance and sale of the Preferred Stock and Depositary Shares are attached as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K, respectively. Exhibits 5.1, 5.2, 23.1 (included in Exhibit 5.1) and 23.2 (included in Exhibit 5.2) of this Current Report on Form 8-K are hereby incorporated by reference herein. The Depositary Shares were issued pursuant to a Deposit Agreement, dated as of August 20, 2025 (the "Deposit Agreement"), by and among the Company, Equiniti Trust Company, LLC, and the holders from time to time of the depositary receipts described therein, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference. The form of certificate representing the Series B Preferred Stock is attached as Exhibit 4.2 to this Current Report on Form 8-K. The form of depositary receipt representing the Depositary Shares is filed and included as Exhibit A to the Deposit Agreement and is incorporated herein by reference. The Depositary Shares were offered and sold pursuant to the Company's registration statement on Form S-3 (Registration No. 333-269452) filed with the Securities and Exchange Commission (the "SEC") and became effective on July 27, 2023, and a prospectus supplement dated August 13, 2025.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits (d) Exhibits. Exhibit Number Description 3.1 Articles Supplementary designating the 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, dated August 19, 2025. 4.1 Deposit Agreement with respect to the Depositary Shares each representing a 1/40 th interest in the Company's 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, dated August 20, 2025, by and among NEWT and Equiniti Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts described therein. 4.2 Form of Certificate with respect to the Series B Preferred Stock. 4.3 Form of Depositary Receipt with respect to Depositary Shares each representing a 1/40 th interest in the Company's 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (included as Exhibit A to Exhibit 4.1 above). 5.1 Opinion of Michael A. Schwartz, Chief Legal Officer and Corporate Secretary of the Company, with respect to the Depositary Shares. 5.2 Opinion of Robert Fraley, Senior Counsel of the Company, with respect to the Preferred Stock and Depositary Shares. 23.1 Consent of Michael A. Schwartz (included in Exhibit 5.1 ). 23.2 Consent of Robert Fraley (included in Exhibit 5.2 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 21, 2025 By: /S/ B ARRY S LOANE Barry Sloane Chief Executive Officer, President and Chairman of the Board

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