NewtekOne (NEWT) ends 5.50% 2026 notes exchange offer

Rhea-AI Filing Summary

NewtekOne, Inc. filed a current report to note that its previously announced offer to exchange its outstanding 5.50% Notes due 2026 for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031 expired at 5:00 p.m. Eastern time on January 23, 2026. The company furnished a press release as an exhibit describing the expiration of this exchange offer, and clarified that the press release and related information are being furnished rather than filed for securities law purposes.

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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

January 23, 2026

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

Depositary Shares, each representing a 1/40th interest in a share of 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B

NEWTP

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 (the “Company” or “NewtekOne”) 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 the Company'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 the Company speak only as to the date they are made, and the Company 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 8.01. Other Events.

On January 23, 2026, NewtekOne issued a press release announcing its offer to exchange its outstanding 5.50% Notes due 2026 for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031 had expired as of 5:00 p.m., Eastern time on January 23, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statement and Exhibits

(d)  Exhibits.

Exhibit Number						Description
99.1						NewtekOne, Inc. Press Release dated January 23, 2026
104						Cover Page Interactive Data File

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: January 26, 2026			By:			/S/    BARRY SLOANE
						Barry Sloane
						Chief Executive Officer, President and Chairman of the Board

FAQ

What did NewtekOne (NEWT) announce in this Form 8-K?

NewtekOne reported that its previously announced offer to exchange outstanding 5.50% Notes due 2026 for newly issued 8.50% Fixed Rate Senior Notes due 2031 expired at 5:00 p.m. Eastern time on January 23, 2026.

Which securities were involved in NewtekOne's exchange offer?

The exchange offer involved NewtekOne's outstanding 5.50% Notes due 2026 and newly issued 8.50% Fixed Rate Senior Notes due 2031, on an equal principal amount basis.

When did NewtekOne's exchange offer for its 5.50% Notes due 2026 expire?

The exchange offer expired as of 5:00 p.m. Eastern time on January 23, 2026.

How did NewtekOne communicate details of the exchange offer expiration?

The company issued a press release dated January 23, 2026, which is furnished as Exhibit 99.1 to this report.

Is the NewtekOne press release about the exchange offer considered filed with the SEC?

No. The company states that the information in this report and Exhibit 99.1 is being furnished, not filed, and is not subject to the liabilities of Section 18 of the Exchange Act or incorporated by reference into other SEC filings.

Does this 8-K include any financial statements from NewtekOne?

No financial statements are included; the exhibits section lists only the press release about the exchange offer expiration and the cover page interactive data file.