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

News Market Reaction

+0.84%

1 alert

+0.84% News Effect

On the day this news was published, NEWT gained 0.84%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Old Notes coupon: 5.50% per annum New Notes coupon: 8.50% per annum Old Notes outstanding: $95.0 million +5 more

8 metrics

Old Notes coupon 5.50% per annum Interest rate on Notes due 2026

New Notes coupon 8.50% per annum Interest rate on New Fixed Rate Senior Notes due 2031

Old Notes outstanding $95.0 million Aggregate principal amount as of December 1, 2025

Exchange ratio $25 for $25 principal Principal amount of Old Notes for New Notes

New Notes maturity February 1, 2031 Maturity date of New Notes

Old Notes maturity February 1, 2026 Maturity date of Old Notes

Exchange expiration 5:00 p.m. Jan 9, 2026 Expiration Date of the Exchange Offer

Minimum tender condition 10% of Old Notes Required aggregate principal amount to be validly tendered

Market Reality Check

Price: $13.49 Vol: Volume 280,370 versus 20-...

normal vol

$13.49 Last Close

Volume Volume 280,370 versus 20-day average 212,080 (relative volume 1.32). normal

Technical Price 12.01 is trading above the 200-day MA of 11.26 and 17.17% below the 52-week high of 14.50.

Peers on Argus

NEWT’s pre-news gain of 1.85% came as most close regional-bank peers also traded...

NEWT’s pre-news gain of 1.85% came as most close regional-bank peers also traded higher (e.g., PCB +1.53%, FNLC +1.67%, BCML +1.38%, CZNC +1.13%), while CZFS slipped 0.36%, suggesting mixed but generally constructive sector tone without a clear momentum cluster.

Historical Context

5 past events · Latest: Dec 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 10	Preferred dividend	Positive	+1.9%	Declared dividend on 8.500% Series B preferred shares.
Dec 10	Common dividend	Positive	+1.9%	Announced $0.19 quarterly cash dividend on common shares.
Dec 01	Debt exchange offer	Neutral	+0.8%	Launched exchange of 5.50% 2026 notes into 8.50% 2031 senior notes.
Dec 01	Investor day update	Positive	+0.8%	Provided 4Q25 update and reaffirmed 2025 EPS guidance with securitization plans.
Nov 05	Management hire	Neutral	+0.1%	Hired new Chief Revenue Officer for Newtek Merchant Solutions.

Pattern Detected

Recent news — dividends, capital markets actions, and strategic updates — has generally coincided with modestly positive price reactions, with no events in the sample showing a negative next-day move.

Recent Company History

Over the last several months, NewtekOne has combined capital markets activity with shareholder returns and operational updates. On Sep 30, 2025, it highlighted a new $95.0 million credit facility. Q3 2025 results on Nov 7, 2025 showed stronger earnings. In late 2025, the company announced share repurchases, insider buying, dividends on common and Series B preferred shares, and, on Dec 1, 2025, this exchange offer for $95.0 million of 5.50% notes into 8.50% senior notes due 2031, extending part of its funding profile.

Market Pulse Summary

This announcement outlines a voluntary exchange of 5.50% Notes due 2026 into 8.50% Fixed Rate Senior...

Analysis

This announcement outlines a voluntary exchange of 5.50% Notes due 2026 into 8.50% Fixed Rate Senior Notes due 2031 on a principal-for-principal basis, covering up to $95.0 million of existing notes. The offer runs until January 9, 2026 and requires at least 10% of Old Notes to be tendered. Investors may monitor take-up of the offer, the eventual Nasdaq listing of the New Notes, and how this maturity extension interacts with NewtekOne’s broader earnings and capital plans.

Key Terms

exchange offer, senior notes, registration statement on form s-4, accrued and unpaid interest, +4 more

8 terms

exchange offer financial

"today announced the commencement of an 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 an equal principal amount of 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.

registration statement on form s-4 regulatory

"The Exchange Offer is being made pursuant to a registration statement on Form S-4 filed"

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.

accrued and unpaid interest financial

"will also receive a cash payment for accrued and unpaid interest on such Old Notes"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

settlement date financial

"accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date"

The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.

expiration date regulatory

"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 expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

exchange agent financial

"U.S. Bank Trust Company, National Association is serving as the Exchange Agent"

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.

AI-generated analysis. Not financial advice.

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.