[8-K] NewtekOne, Inc. Reports Material Event

Rhea-AI Filing Summary

Marex Group plc (MRX) – Schedule 13G/A (Amendment 1) filed 28 July 2025

A consortium of prior shareholders—Ocean Ring Jersey Co Ltd (Jersey), Ocean Trade Lux Co S.à r.l. (Luxembourg) and four related Trilantic Capital Partners vehicles—now reports aggregate beneficial ownership of 0 ordinary shares, or 0.0 % of the outstanding class. All filers indicate no sole or shared voting or dispositive power. Item 5 confirms ownership has fallen below the 5 % reporting threshold; therefore the group is no longer a “reporting person” after this amendment.

Prior to disposal, the shares were held directly by Ocean Ring, a wholly-owned subsidiary of Ocean Trade, itself controlled by Trilantic Capital Partners IV (Europe) and co-investors. The filing contains no financial results, purchase price data or forward-looking statements; it solely updates beneficial ownership status.

Key takeaway for investors: A formerly significant private-equity-backed group has fully exited its equity position, potentially removing an overhang but also signalling that strategic investors have realised their investment.

Positive

• Increased public float may enhance MRX share liquidity and potential index inclusion.

Negative

• Complete exit of a strategic 5 %+ shareholder could be viewed as loss of informed sponsor confidence.
• Removal of PE oversight may raise governance or support concerns for some investors.

Insights

Equity Portfolio Manager

TL;DR – Private-equity group sells entire MRX stake; float rises, sponsor support ends.

The Trilantic/Ocean entities’ complete disposal reduces sponsor concentration and increases free float, which can improve liquidity and index eligibility. However, their exit eliminates a deep-pocketed insider that previously provided strategic guidance and potential follow-on capital. The filing is impactful because it formally removes a >5 % holder and could influence sentiment and trading dynamics, especially given MRX’s recent IPO-era lock-ups. No price or timing data are supplied, so the market impact depends on whether the shares were already placed. Overall, the news skews mildly negative: loss of endorsement outweighs liquidity benefit.

Corporate Governance Specialist

TL;DR – Governance shifts to fully public-market shareholder base.

With zero voting power retained, Trilantic and affiliates relinquish board-level influence, signalling an end to PE-style oversight. This can empower independent directors but also removes a knowledgeable owner with long-term perspective. The filing requires no immediate corporate action, yet it changes control dynamics and may affect future capital-raising strategies. Materiality is moderate: no direct financial hit, yet governance balance and investor mix are meaningfully altered.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 28, 2025

Date of Report (date of Earliest Event Reported)

NEWTEKONE, INC.

(Exact Name of Company as Specified in its Charter)

Maryland			814-01035			46-3755188
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File No.)			(I.R.S. Employer Identification No.)

4800 T Rex Avenue, Suite 120, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)

(212) 356-9500

(Company’s telephone number, including area code)

(Former name or former address, if changed from last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.02 per share

NEWT

Nasdaq Global Market LLC

5.50% Notes due 2026

NEWTZ

Nasdaq Global Market LLC

8.00% Notes due 2028

NEWTI

Nasdaq Global Market LLC

8.50% Notes due 2029

NEWTG

Nasdaq Global Market LLC

8.625% Notes due 2029

NEWTH

Nasdaq Global Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Forward-Looking Statements

Statements in NewtekOne, Inc.’s (“NewtekOne” or the “Company”) Current Report on Form 8-K and the Exhibit hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and beliefs 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 the Company's 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.

Item 2.02.     Results of Operations and Financial Condition.

On July 28, 2025, NewtekOne issued a press release announcing its financial results for the three and six months periods ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statement and Exhibits

(d)  Exhibits.

Exhibit Number						Description
99.1						NewtekOne, Inc. Press Release dated July 28, 2025

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: July 28, 2025			By:			/S/    BARRY SLOANE
						Barry Sloane
						Chief Executive Officer, President and Chairman of the Board

FAQ

Why did Ocean Ring and Trilantic file an amended Schedule 13G for MRX?

They now report 0 shares (0.0 %), confirming their ownership dropped below the 5 % reporting threshold.

How many Marex Group plc shares do the reporting persons currently own?

The filing states aggregate beneficial ownership of zero shares and no voting or dispositive power.

Does the filing affect Marex Group's control structure?

Yes. With the PE group exiting, no sponsor-level voting influence remains, shifting governance fully to the public market.

Is there any financial information or purchase price disclosed?

No. The Schedule 13G/A only updates ownership; no transaction price, date, or proceeds are provided.

Could the exit improve Marex's share liquidity?

Potentially. Shares formerly held by a concentrated holder enter the free float, which can widen the investor base and trading volume.