NewtekOne (NEWT) completes private exchange; warrants unchanged (47,540)

NewtekOne, Inc. disclosed the closing of a private placement-style exchange under a Purchase and Exchange Agreement with Patriot, completed in reliance on the Section 4(a)(2) exemption of the Securities Act.

Rhea-AI Filing Summary

NewtekOne, Inc. disclosed the closing of a private placement-style exchange under a Purchase and Exchange Agreement with Patriot, completed in reliance on the Section 4(a)(2) exemption of the Securities Act. The exchanged Shares were not registered and carry a two-year transfer restriction absent Company consent, subject to customary exceptions. The agreement made limited, non-substantive amendments to the existing Investor Rights Agreement and Registration Rights Agreement that originally dated to February 3, 2023. The transaction did not alter Patriot’s outstanding warrants to purchase an aggregate of 47,540 shares. The Company furnished a press release about the closing as Exhibit 99.1.

Positive

• Exchange closed successfully under the Purchase and Exchange Agreement
• Two-year transfer restriction provides the Company near-term stability over issued Shares
• Patriot’s warrants totaling 47,540 shares were unaffected, maintaining prior terms

Negative

• Shares issued in the exchange are unregistered, limiting resale liquidity absent registration or exemption
• Transfer restrictions may delay potential secondary-market activity for the exchanged Shares

Insights

Securities/Transactional Lawyer

Private placement closed using Section 4(a)(2); registration and transfer limits apply.

The Company relied on the Section 4(a)(2) exemption to complete the exchange, meaning the Shares issued were not registered under the Securities Act and therefore are not freely tradable without registration or an exemption.

The Purchase and Exchange Agreement imposes a two-year transfer restriction on Patriot’s Shares, with customary exceptions, and amends related investor and registration agreements to reflect the exchange. This is a routine structure for privately placed-equity exchanges and preserves the issuer’s registration framework while limiting near-term liquidity.

Corporate Governance Analyst

Governance effects are limited and administrative; warrants remain unchanged.

The filing describes only non-substantive amendments to the Investor Rights and Registration Rights agreements, suggesting no major change to governance or control provisions disclosed here.

Notably, Patriot’s warrants to buy 47,540 shares were unaffected, which preserves existing potential dilution terms disclosed in the earlier 2023 filings.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The Company announced the closing of an exchange with Patriot under a Purchase and Exchange Agreement completed using the Section 4(a)(2) exemption; a press release was furnished as Exhibit 99.1.

Are the shares issued in the exchange registered?

No. The filing states the Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption.

Do the exchanged shares have resale restrictions?

Yes. Patriot is subject to restrictions on transferring the Shares for two years following the Purchase and Exchange Agreement, subject to customary exceptions.

Did the exchange affect Patriot’s warrants?

No. The exchange had no effect on Patriot’s outstanding warrants to purchase an aggregate of 47,540 shares of Common Stock.

Were any material amendments made to existing agreements?

Only non-substantive amendments to the Investor Rights Agreement and Registration Rights Agreement were made to reflect the exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 09/17/2025 - 04:03 PM EDT Learn about SEC filing dates

FALSE000158798700015879872025-09-162025-09-160001587987newt:CommonStockParValue002PerShareMember2025-09-162025-09-160001587987newt:FivePointFiveZeroPercentNotesDue2026Member2025-09-162025-09-160001587987newt:EightPointZeroPercentNotesDue2028Member2025-09-162025-09-160001587987newt:EightPointFivePercentNotesDue2029Member2025-09-162025-09-160001587987newt:EightPointSixTwoFivePercentNotesDue2029Member2025-09-162025-09-160001587987newt:DepositarySharesMember2025-09-162025-09-16

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

September 16, 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

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

Item 3.02. Unregistered Sales of Equity Securities.

On September 16, 2025, NewtekOne, Inc., Maryland corporation (the “Company”), entered into a Securities Purchase and Exchange Agreement (the “Purchase and Exchange Agreement”) with Patriot Financial Partners IV, L.P. and Patriot Financial Partners Parallel IV, L.P. (together, “Patriot”). Pursuant to the Purchase and Exchange Agreement, Patriot and the Company agreed that in exchange (the “Exchange”) for (i) all of the 20,000 outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.02 per share (the “Series A Preferred Stock”) originally issued to Patriot for an aggregate purchase price of $20 million (the “Original Transaction”) and (ii) $10 million in cash, the Company will issue to Patriot 2,307,692 shares (the “Shares”) of the Company’s common stock, par value $0.02 per share (“Common Stock”).

The Exchange was undertaken as a private placement transaction in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied upon this exemption from registration based in part on representations made by Patriot in the Purchase and Exchange Agreement. The Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration. Pursuant to the Purchase and Exchange Agreement, Patriot is subject to restrictions on transferring the Shares for two years following the date of the Purchase and Exchange Agreement without the Company’s consent, subject to certain customary exceptions.

The Purchase and Exchange Agreement also contains customary representations, warranties and covenants. The Exchange closed concurrently with execution of the Purchase and Exchange Agreement.

The Purchase and Exchange Agreement also made certain non-substantive amendments to the Investor Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Patriot (the “Investor Rights Agreement”) and the Registration Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Patriot (the “Registration Rights Agreement”) in order to reflect the occurrence of the Exchange. The Investor Rights Agreement and the Registration Rights Agreement are described in greater detail in Company’s Current Report on Form 8-K filed on February 7, 2023 (the “Original 8-K”) and are filed as exhibits 4.1 and 4.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. The Exchange had no effect on Patriot’s outstanding warrants to purchase, in the aggregate, 47,540 shares of Common Stock which are also described in greater detail in the Original 8-K.

The foregoing summary of the Purchase and Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by the actual text of the Purchase and Exchange Agreement.

Item 8.01. Other Events.

On September 17, 2025, the Company issued a press release announcing the consummation of the transactions contemplated by the Purchase and Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01     Financial Statement and Exhibits

(d)  Exhibits.

Exhibit Number						Description
99.1						NewtekOne, Inc. Press Release dated September 17, 2025
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: September 17, 2025			By:			/S/    BARRY SLOANE
						Barry Sloane
						Chief Executive Officer, President and Chairman of the Board