NewtekOne (NASDAQ: NEWT) closes 2M 8.500% Series B preferred depositary share offering

Rhea-AI Filing Summary

NewtekOne, Inc. reports the August 20, 2025 closing of an offering of 2,000,000 depositary shares, each representing a 1/40th interest in its 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. The company describes this preferred as perpetual and non-cumulative, meaning dividends do not accrue if unpaid. The company furnished, rather than filed, a press release about the transaction as an exhibit, so it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities filings.

Insights

Capital structure and securities analyst

NewtekOne adds 8.500% Series B preferred via depositary shares.

NewtekOne, Inc. closed an offering of 2,000,000 depositary shares on August 20, 2025, each tied to its 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. This adds a new layer of preferred equity to the capital structure, with a relatively high stated dividend rate of 8.500% and a fixed-rate reset feature.

The non-cumulative, perpetual nature means dividends can be skipped without accruing arrears, and there is no set maturity date, which can be less burdensome than traditional debt but still represents an ongoing capital cost. Details such as the total dollar size, reset mechanics, and use of proceeds are contained in the referenced press release rather than in this brief summary.

The event signals ongoing access to capital markets and a preference for equity-like funding over additional traditional debt. Future company filings that discuss dividend payments on this Series B preferred and its interaction with common stock dividends will help clarify how this security fits into NewtekOne’s broader funding and payout priorities.

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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 25, 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 25, 2025, NewtekOne, Inc. (the “Company”) issued a press release announcing the Company's August 20, 2025, closing of an offering of 2,000,000 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. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this report 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 registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K and Exhibit 99.1 thereto shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01     Financial Statement and Exhibits

(d)  Exhibits.

Exhibit Number						Description
99.1						NewtekOne, Inc. Press Release dated August 25, 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: August 26, 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 filing?

NewtekOne, Inc. announced that on August 20, 2025, it closed an offering of 2,000,000 depositary shares, each representing a 1/40th interest in its 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B.

What type of security did NewtekOne (NEWT) issue in this transaction?

NewtekOne issued depositary shares, with each depositary share representing a 1/40th interest in a share of its 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B.

What is the dividend rate on NewtekOne’s Series B preferred stock?

The Series B preferred stock tied to the depositary shares carries an 8.500% Fixed-Rate Reset Non-Cumulative dividend rate.

Is NewtekOne’s Series B preferred stock cumulative or non-cumulative?

The Series B preferred stock is described as Non-Cumulative, meaning unpaid dividends do not accumulate for future payment.

How did NewtekOne (NEWT) present the related press release in this filing?

The company furnished the press release as Exhibit 99.1 and specified that it is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated into other filings unless specifically referenced.

Does this 8-K from NewtekOne (NEWT) constitute an offer to sell securities?

No. The company states that this report and Exhibit 99.1 do not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such actions would be unlawful.