NEWT to Offer Series B 8.500% Perpetual Preferred via Depositary Shares

Rhea-AI Filing Summary

On August 13, 2025, NewtekOne, Inc. entered into an underwriting agreement with Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. to issue, offer and sell 2,000,000 depositary shares representing a 1/40th interest in each share of the Company’s 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. Each preferred share carries a $1,000 liquidation preference, equivalent to $25.00 per Depositary Share. The agreement also grants the underwriters an option to purchase up to an additional 150,000 depositary shares at the public offering price less the underwriting discount. The Underwriting Agreement is filed as Exhibit 1.1 and is incorporated by reference.

Positive

• Underwriting agreement executed to offer 2,000,000 depositary shares representing Series B 8.500% perpetual preferred stock
• Explicit liquidation preference disclosed: $1,000 per preferred share (equivalent to $25.00 per Depositary Share)
• Underwriters granted an overallotment option to purchase up to 150,000 additional depositary shares

Negative

• None.

Insights

Securities Analyst

TL;DR: Company signed an underwriting agreement to offer Series B preferred depositary shares, establishing terms and an overallotment option.

The filing documents a marketed offering of 2,000,000 depositary shares, each representing 1/40th of a share of 8.500% Series B perpetual preferred stock with a $1,000 liquidation preference per preferred share (equivalent to $25.00 per depositary share). The inclusion of a 150,000-share option for underwriters is standard and provides distribution flexibility. The filing attaches the Underwriting Agreement as Exhibit 1.1, allowing investors to review underwriting terms and potential fees.

Corporate Finance Expert

TL;DR: This is a financing transaction that changes capital structure by adding a fixed-rate perpetual preferred instrument via depositary shares.

The transaction introduces a fixed-rate perpetual preferred series through depositary shares, specifying a liquidation preference and underwriter allocation mechanics. The structure and specified liquidation preference are explicit; the filing does not disclose offering price, gross proceeds, use of proceeds, or timing beyond the underwriting agreement reference. Interested parties should consult Exhibit 1.1 for underwriting representations, indemnities, and any stabilization provisions.

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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

August 13, 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

Item 8.01.     Other Events.

On August 13, 2025, NewtekOne, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. as representatives of the several underwriters named in Exhibit A thereto (the “Underwriters”), in connection with the Company’s issuance, offer and sale of 2,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company's 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), with a liquidation preference of $1,000 per share (equivalent to $25.00 per Depositary Share). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 150,000 Depositary Shares at the public offering price less the applicable underwriting discount.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01     Financial Statement and Exhibits

(d)  Exhibits.

Exhibit Number						Description
1.1						Underwriting Agreement dated August 13, 2025 by and among NewtekOne, Inc. and Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as representatives of the several underwriters named therein.

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: August 14, 2025			By:			/S/    BARRY SLOANE
						Barry Sloane
						Chief Executive Officer, President and Chairman of the Board

FAQ

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

The company entered into an underwriting agreement to offer 2,000,000 depositary shares representing a 1/40th interest in its 8.500% Series B perpetual preferred stock.

What is the liquidation preference and per-Depositary Share equivalent for NEWT's Series B preferred?

The Series B preferred has a $1,000 liquidation preference per preferred share, which is equivalent to $25.00 per Depositary Share.

Did NewtekOne grant the underwriters any option in the offering?

Yes, the company granted the underwriters an option to purchase up to an additional 150,000 Depositary Shares at the public offering price less the underwriting discount.

Who are the underwriter representatives named in the agreement?

Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc. are identified as representatives of the several underwriters.

Where can I find the full terms of the underwriting agreement?

The Underwriting Agreement is filed with the report as Exhibit 1.1 and is incorporated by reference.