NewtekOne, Inc. Announces the Expiration Final Results of Exchange Offer for its Outstanding 5.50% Notes due 2026 for its 8.50% Fixed Rate Senior Notes due 2031 and Waiver of Minimum Exchange Condition

Rhea-AI Summary

NewtekOne (NYSE:NEWT) announced the expiration and final results of its exchange offer to swap outstanding 5.50% Notes due 2026 (Old Notes) for newly issued 8.50% Fixed Rate Senior Notes due 2031 (New Notes). As of the Jan 23, 2026 expiration, $7,877,200 of Old Notes (≈8.29% of $95.0M outstanding) were validly tendered and not withdrawn. NewtekOne waived the 10% minimum condition and will accept all valid tenders. Settlement is expected on Jan 28, 2026, and remaining Old Notes of $87,122,800 will be repaid at the Feb 1, 2026 maturity.

Positive

• Accepted all valid tenders after waiving the 10% minimum condition
• Settlement of exchange expected on Jan 28, 2026
• Holders who tender will receive equal principal amount of 8.50% notes due 2031

Negative

• Only 8.29% of Old Notes were tendered, below the original 10% target
• Remaining $87,122,800 of Old Notes must be repaid on Feb 1, 2026
• New Notes carry a higher coupon at 8.50% versus Old Notes at 5.50% (300 bps increase)

News Market Reaction

+0.51%

1 alert

+0.51% News Effect

On the day this news was published, NEWT gained 0.51%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Old Notes coupon: 5.50% New Notes coupon: 8.50% Old Notes tendered: $7,877,200 +5 more

8 metrics

Old Notes coupon 5.50% Coupon on Notes due 2026 exchanged in offer

New Notes coupon 8.50% Coupon on Fixed Rate Senior Notes due 2031

Old Notes tendered $7,877,200 Aggregate principal of 5.50% Notes due 2026 validly tendered

Old Notes outstanding $95.0 million Total outstanding principal of 5.50% Notes due 2026 before exchange

Tender participation 8.29% Portion of outstanding Old Notes tendered in exchange offer

Minimum condition 10% Original minimum tender condition waived by company

Remaining Old Notes $87,122,800 Expected aggregate principal of Old Notes after settlement

Form S-4 file number 333-291615 Registration Statement on Form S-4 for the exchange offer

Market Reality Check

Price: $13.55 Vol: Volume 229,407 is below 2...

normal vol

$13.55 Last Close

Volume Volume 229,407 is below 20-day average 317,394 (relative volume 0.72x). normal

Technical Price 13.69 is trading above the 200-day MA at 11.32.

Peers on Argus

NEWT fell 2.21% while close banking peers like PCB, FNLC, BCML, CZFS, and CZNC a...

NEWT fell 2.21% while close banking peers like PCB, FNLC, BCML, CZFS, and CZNC also declined between about -1.58% and -3.40%, suggesting broader regional bank weakness even though the momentum scanner did not flag a coordinated sector move.

Historical Context

5 past events · Latest: Jan 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	Loan securitization	Positive	+2.1%	Closed largest rated ALP loan securitization totaling $295M of notes sold.
Jan 12	Earnings date set	Neutral	+4.7%	Scheduled Q4 2025 results release and conference call on Jan 29, 2026.
Jan 12	Exchange offer extension	Neutral	+4.7%	Extended deadline for exchanging 5.50% 2026 notes into 8.50% 2031 notes.
Jan 08	Guidance & Investor Day	Positive	+5.9%	Issued 2026 EPS guidance and hosted Analyst and Investor Day presentation.
Dec 23	Investor Day notice	Neutral	-2.2%	Announced Jan 8, 2026 Investor/Analyst Day with webcast and replay details.

Pattern Detected

Recent headlines often coincided with sizable moves: securitization, guidance, and exchange-offer news all saw >2% next-day reactions, with more instances of divergence than clean alignment.

Recent Company History

Over the past month, NEWT has issued several balance-sheet and investor-relations updates. On Dec 23, 2025, it announced the upcoming Investor/Analyst Day, with a -2.24% reaction. A Jan 8, 2026 Investor Day and 2026 EPS guidance drove a 5.87% gain. The exchange-offer extension and earnings-date press release on Jan 12 each saw a 4.67% rise, while the large ALP loan securitization on Jan 21 led to a 2.07% gain, framing today’s exchange-offer result as part of an ongoing funding and communication cycle.

Market Pulse Summary

This announcement details the final results of NewtekOne’s exchange offer, with only 8.29% of the $9...

Analysis

This announcement details the final results of NewtekOne’s exchange offer, with only 8.29% of the $95.0 million 5.50% Notes due 2026 tendered into new 8.50% Notes due 2031 and the waiver of a 10% minimum condition. It follows recent securitization activity, guidance, and Investor Day communications. Investors may focus on the remaining $87,122,800 of notes maturing on February 1, 2026 and any commentary at the upcoming earnings call.

Key Terms

exchange offer, senior notes, aggregate principal amount, exchange agent, +4 more

8 terms

exchange offer financial

"previously announced offer to exchange (the “Exchange Offer”) any and all"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

senior notes financial

"for its newly issued 8.50% Fixed Rate Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

aggregate principal amount financial

"aggregate principal amount of outstanding 5.50% Notes due 2026"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

exchange agent financial

"U.S. Bank Trust Company, National Association, the exchange agent for"

An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

information agent financial

"Alliance Advisors is serving as Information Agent for the Exchange Offer."

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

dealer manager financial

"Lucid Capital Markets, LLC is serving as the Dealer Manager for"

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

registration statement on form s-4 regulatory

"filed with the SEC as part of the Company’s Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

prospectus financial

"The Exchange Offer is being made only pursuant to the Exchange Offer prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

BOCA RATON, Fla., Jan. 23, 2026 (GLOBE NEWSWIRE) -- NewtekOne, Inc. (“NewtekOne”) today announced that its previously announced offer to exchange (the “Exchange Offer”) any and all of its 5.50% Notes due 2026 (the “Old Notes”) for its newly issued 8.50% Fixed Rate Senior Notes due 2031 (the “New Notes”) had expired as of 5:00 p.m., Eastern time on January 23, 2026 (the “Expiration Date”). According to the information received from U.S. Bank Trust Company, National Association, the exchange agent for the Exchange Offer, $7,877,200 in aggregate principal amount of outstanding 5.50% Notes due 2026 (the “Old Notes”) representing approximately 8.29% of the $95.0 million outstanding principal amount of the Old Notes, were validly tendered and not validly withdrawn as of the Expiration Date. Further, NewtekOne announced that it has waived the condition that at least ten percent (10%) of the outstanding aggregate principal amount of the Old Notes be validly tendered and not validly withdrawn and that it has accepted for exchange all Old Notes that were validly tendered and not validly withdrawn prior to the Expiration Date.

The settlement of the Exchange Offer will occur promptly following the Expiration Date, and is expected to occur on January 28, 2026 (the “Settlement Date”). Upon settlement of the Exchange Offer, holders who validly tendered their Old Notes prior to Expiration Date and did not validly withdraw their tendered Old Notes prior to the Expiration Date shall receive, subject to the terms and conditions of the Exchange Offer, an equal principal amount of New Notes. Following the consummation of the Exchange Offer on the Settlement Date, NewtekOne expects the remaining aggregate principal amount of Old Notes outstanding to be $87,122,800, which remaining aggregate amount of Old Notes will be repaid by NewtekOne 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.

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.

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

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

FAQ

How much of NewtekOne's 5.50% notes due 2026 were tendered in the exchange offer (NEWT)?

Approximately $7,877,200, or 8.29% of the $95.0 million outstanding, were validly tendered as of Jan 23, 2026.

When will NewtekOne (NEWT) settle the exchange of Old Notes for New Notes?

Settlement is expected to occur promptly and is scheduled for Jan 28, 2026.

What happens to the remaining Old Notes after NewtekOne's exchange offer (NEWT)?

Following the exchange, the remaining $87,122,800 of Old Notes will be repaid at maturity on Feb 1, 2026.

Did NewtekOne (NEWT) require a minimum tender level for the exchange offer and was it met?

The company had a 10% minimum valid-tender condition but waived it and accepted all valid tenders.

What are the key differences between the Old Notes and the New Notes in NewtekOne's (NEWT) exchange?

Old Notes: 5.50% coupon due 2026. New Notes: 8.50% fixed coupon due 2031, exchanged on a one-for-one principal basis.