NewtekOne, Inc. Commences Exchange Offer for 2026 Notes

Rhea-AI Summary

NewtekOne (NASDAQ: NEWT) commenced an exchange offer to swap any and all outstanding 5.50% Notes due 2026 (Old Notes) for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031 (New Notes). As of December 1, 2025, $95.0 million aggregate principal amount of Old Notes was outstanding. The Exchange Offer is made under a Form S-4 registration statement declared effective November 28, 2025.

Key mechanics: 1-for-1 exchange by principal amount; accrued interest paid to the Settlement Date; New Notes pay interest quarterly beginning February 1, 2026; expected Nasdaq listing under NEWTO; Expiration Date is January 9, 2026; Settlement follows acceptance.

Positive

• Extends debt maturity from Feb 1, 2026 to Feb 1, 2031
• New notes pay 8.50% interest quarterly starting Feb 1, 2026
• Expected listing on Nasdaq under NEWTO within 30 days

Negative

• Coupon rises by 3.00 percentage points (5.50% to 8.50%)
• Only $95.0 million of Old Notes outstanding increases refinancing exposure
• Exchange requires at least 10% valid tenders to consummate

Insights

Debt Capital Markets Analyst

Company offers to swap maturing 5.50% 2026 notes for 8.50% notes due 2031 on a registered basis.

The company proposes an exchange of up to $95.0 million aggregate principal of existing 5.50% notes due February 1, 2026 for an equal principal amount of newly issued 8.50% senior unsecured notes due February 1, 2031, with interest paid quarterly beginning February 1, 2026.

Key mechanics are clear: one-to-one principal exchange, accrued interest cash payment upon settlement, an expiration of January 9, 2026, and a minimum valid tender condition of 10% of outstanding Old Notes. The New Notes are to be registered on Form S-4 and listed on Nasdaq within 30 days of settlement under the symbol "NEWTO".

Watch the tender participation rate and whether the company waives the 10% condition; these determine if outstanding Old Notes will be repaid on February 1, 2026 or converted into New Notes. Expect decisive outcomes by the Expiration Date and immediate follow-up around the Settlement Date.

Credit Structuring Specialist

The exchange extends maturity from 2026 to 2031 while materially raising the coupon to 8.50%.

The transaction converts short‑dated 5.50% obligations into longer‑dated 8.50% senior unsecured notes on a one‑for‑one principal basis, with explicit repayment of non‑exchanged Old Notes expected at their stated maturity if not tendered. The registration and planned Nasdaq listing create a tradable security post‑exchange.

Risks and dependencies are factual: the offer is conditioned on the registration statement's effectiveness and the minimum tender threshold, both disclosed. Monitor tender results, the company’s decision on waiving conditions, and the Settlement Date timing; these items will determine near‑term cash flow implications and interest cost beginning immediately after settlement.

BOCA RATON, Fla., Dec. 01, 2025 (GLOBE NEWSWIRE) -- 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 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.

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

What is NewtekOne (NEWT) offering in the December 1, 2025 exchange offer?

Holders may exchange Old Notes due 2026 for equal principal of new 8.50% senior notes due February 1, 2031, plus accrued interest.

How much principal of the Old Notes was outstanding as of December 1, 2025 for NEWT?

The company reported $95.0 million aggregate principal amount of Old Notes outstanding.

When does the NewtekOne exchange offer for NEWT expire and when do New Notes begin interest payments?

The Exchange Offer expires at 5:00 p.m. ET on January 9, 2026; New Notes pay interest quarterly beginning February 1, 2026.

What are the conditions for NewtekOne's (NEWT) exchange offer to close?

Consummation is conditioned on satisfaction or waiver of conditions, including at least 10% of Old Notes validly tendered and not withdrawn.

Will NewtekOne (NEWT) list the New Notes and under what symbol?

The company intends to list the New Notes on Nasdaq within 30 days of Settlement under the symbol NEWTO.