NewtekOne Reports Equity Sales and Debt Maturities

TL;DR

NewtekOne filed an 8-K detailing equity sales and upcoming debt maturities in 2026-2029.

AI Summary

NewtekOne, Inc. filed an 8-K on September 17, 2025, reporting on unregistered sales of equity securities and other events. The filing includes details on various notes due in 2026, 2028, and 2029, as well as depositary shares, all related to events on September 16, 2025. The company, formerly Newtek Business Services Corp., is incorporated in Maryland and headquartered in Boca Raton, Florida.

Why It Matters

This filing indicates potential changes in the company's capital structure and equity ownership, which could impact its financial leverage and shareholder base.

Risk Assessment

Risk Level: medium — The filing pertains to unregistered sales of equity and various debt instruments, which can introduce financial and regulatory risks.

Key Numbers

• 2026 — Note Maturity Year (Refers to Five Point Five Zero Percent Notes Due 2026)
• 2028 — Note Maturity Year (Refers to Eight Point Zero Percent Notes Due 2028)
• 2029 — Note Maturity Year (Refers to Eight Point Five Percent Notes Due 2029 and Eight Point Six Two Five Percent Notes Due 2029)

Key Players & Entities

• NewtekOne, Inc. (company) — Filer
• Newtek Business Services Corp. (company) — Former Company Name
• September 16, 2025 (date) — Earliest Event Reported
• September 17, 2025 (date) — Filing Date
• 4800 T REX AVENUE, SUITE 120, BOCA RATON, FL 33431 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.02 — ich registered Common Stock, par value $0.02 per share NEWT Nasdaq Global Market LLC
• $20 million — riot for an aggregate purchase price of $20 million (the "Original Transaction") and (ii) $
• $10 million — n (the "Original Transaction") and (ii) $10 million in cash, the Company will issue to Patr

Filing Documents

• newt-20250916.htm (8-K) — 35KB
• newtekoneseptember172025.htm (EX-99.1) — 8KB
• newtekoneseptember172025001.jpg (GRAPHIC) — 203KB
• newtekoneseptember172025002.jpg (GRAPHIC) — 176KB
• newtekoneseptember172025003.jpg (GRAPHIC) — 125KB
• 0001587987-25-000166.txt ( ) — 928KB
• newt-20250916.xsd (EX-101.SCH) — 4KB
• newt-20250916_def.xml (EX-101.DEF) — 18KB
• newt-20250916_lab.xml (EX-101.LAB) — 34KB
• newt-20250916_pre.xml (EX-101.PRE) — 19KB
• newt-20250916_htm.xml (XML) — 7KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On September 16, 2025, NewtekOne, Inc., Maryland corporation (the "Company"), entered into a Securities Purchase and Exchange Agreement (the "Purchase and Exchange Agreement") with Patriot Financial Partners IV, L.P. and Patriot Financial Partners Parallel IV, L.P. (together, "Patriot"). Pursuant to the Purchase and Exchange Agreement, Patriot and the Company agreed that in exchange (the "Exchange") for (i) all of the 20,000 outstanding shares of the Company's Series A Convertible Preferred Stock, par value $0.02 per share (the "Series A Preferred Stock") originally issued to Patriot for an aggregate purchase price of $20 million (the "Original Transaction") and (ii) $10 million in cash, the Company will issue to Patriot 2,307,692 shares (the "Shares") of the Company's common stock, par value $0.02 per share ("Common Stock"). The Exchange was undertaken as a private placement transaction in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied upon this exemption from registration based in part on representations made by Patriot in the Purchase and Exchange Agreement. The Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration. Pursuant to the Purchase and Exchange Agreement, Patriot is subject to restrictions on transferring the Shares for two years following the date of the Purchase and Exchange Agreement without the Company's consent, subject to certain customary exceptions. The Purchase and Exchange Agreement also contains customary representations, warranties and covenants. The Exchange closed concurrently with execution of the Purchase and Exchange Agreement. The Purchase and Exchange Agreement also made certain non-substantive amendments to the Investor Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Pat

01. Other Events

Item 8.01. Other Events. On September 17, 2025, the Company issued a press release announcing the consummation of the transactions contemplated by the Purchase and Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits (d) Exhibits. Exhibit Number Description 99.1 NewtekOne, Inc. Press Release dated September 17, 2025 104 Cover Page Interactive Data File

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: September 17, 2025 By: /S/ B ARRY S LOANE Barry Sloane Chief Executive Officer, President and Chairman of the Board

View Full Filing

View this 8-K filing on SEC EDGAR