NewtekOne issues $15M 8.375% notes due 2033

NewtekOne, Inc. completed a private offering of $15.0 million aggregate principal amount of its 8.375% note due 2033 to an institutional accredited investor.

Rhea-AI Filing Summary

NewtekOne, Inc. completed a private offering of $15.0 million aggregate principal amount of its 8.375% note due 2033 to an institutional accredited investor. The exempt transaction relied on Section 4(a)(2) of the Securities Act, and the note is not registered for public sale.

The company received net proceeds of approximately $14.9 million and plans to use the funds for general corporate purposes. The note bears interest at 8.375% per year, payable semiannually starting August 1, 2026, and matures on March 1, 2033.

NewtekOne may redeem the note at a make-whole price before January 1, 2033, or at 100% of principal plus accrued interest thereafter. The note is an unsecured, unsubordinated obligation ranking equally with NewtekOne’s other unsecured unsubordinated debt and is structurally and effectively subordinated to subsidiary and secured indebtedness.

Insights

Credit and capital structure analyst

NewtekOne adds $15M of higher-cost unsecured debt maturing in 2033.

NewtekOne issued an 8.375% note due 2033 in a $15.0 million private placement, generating about $14.9 million in proceeds for general corporate purposes. This increases unsecured funding while locking in a relatively high fixed coupon for several years.

The note is a direct unsecured, unsubordinated obligation, but it sits behind secured borrowings and subsidiary-level obligations in a liquidation. Call provisions allow redemption at a make-whole price before January 1, 2033 and at par with accrued interest afterward, giving the company some flexibility if funding costs change.

Actual impact on leverage and interest coverage depends on NewtekOne’s broader balance sheet and earnings profile, which are not detailed here. Future periodic reports for periods after February 17, 2026 will show how this additional 8.375% debt affects funding mix and interest expense.

8-K Event Classification

2 items: 2.03, 8.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

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

FAQ

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

What did NewtekOne (NEWT) announce regarding new debt financing?

NewtekOne completed a private offering of $15.0 million aggregate principal amount of 8.375% notes due March 1, 2033. The notes were sold to an institutional accredited investor under a Section 4(a)(2) exemption and are not registered for public resale.

What are the interest rate and payment dates on NewtekOne’s 2033 note?

The NewtekOne note carries an 8.375% annual interest rate, paid semiannually on February 1 and August 1. Interest payments begin August 1, 2026, providing fixed-rate funding for the company through the March 1, 2033 maturity date.

How will NewtekOne (NEWT) use the $14.9 million net proceeds from the note?

NewtekOne received approximately $14.9 million in net proceeds from the 8.375% note sale. The company intends to use these funds for general corporate purposes, which can include supporting operations, funding growth initiatives, or strengthening liquidity as management determines.

What are the redemption terms for NewtekOne’s 8.375% note due 2033?

NewtekOne may redeem the note at a make-whole price at any time before January 1, 2033. On or after that date, it can redeem at 100% of principal plus accrued and unpaid interest, allowing refinancing flexibility if market rates change.

How does NewtekOne’s new note rank relative to its other debt?

The 8.375% note is a direct unsecured obligation ranking pari passu with NewtekOne’s other unsecured unsubordinated indebtedness. It is effectively subordinated to secured debt to the extent of collateral value and structurally subordinated to all existing and future obligations of the company’s subsidiaries.

Under what regulatory exemption was the NewtekOne note offering completed?

The note was issued in a private placement relying on Section 4(a)(2) of the Securities Act of 1933. NewtekOne used this exemption based partly on representations from the institutional accredited investor purchaser, and the note cannot be publicly offered or sold without registration or another exemption.

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 02/19/2026 - 04:07 PM Learn about SEC filing dates

FALSE000158798700015879872026-02-172026-02-170001587987newt:CommonStockParValue002PerShareMember2026-02-172026-02-170001587987newt:EightPointZeroPercentNotesDue2028Member2026-02-172026-02-170001587987newt:EightPointFivePercentNotesDue2029Member2026-02-172026-02-170001587987newt:EightPointSixTwoFivePercentNotesDue2029Member2026-02-172026-02-170001587987newt:EightPointFivePercentNotesDue2031Member2026-02-172026-02-170001587987newt:DepositarySharesMember2026-02-172026-02-17

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

February 17, 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

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

8.50% Notes due 2031

NEWTO

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is contained in Item 8.01 of this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events

On February 17, 2026, NewtekOne, Inc. (the “Company”) completed an exempt offering of $15.0 million aggregate principal amount of its 8.375% note due 2033 (the “Note” and the "Offering"). The Offering was consummated pursuant to the terms of a purchase agreement (the “Purchase Agreement”) dated February 17, 2026 between the Company and an institutional accredited investor (the “Purchaser”). The Purchase Agreement provided for the Note to be issued to the Purchaser in a private placement 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 the Purchaser. The Note has not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the Notes were approximately $14.9 million. The Company intends to use the net proceeds from the sale of the Note for general corporate purposes.

The Note will mature on March 1, 2033. The Note may be redeemed by the Company, at its option, at a make-whole price at any time prior to January 1, 2033, or at a price equal to 100% of the principal amount of the Note to be redeemed, plus accrued and unpaid interest, if any, thereafter. The Note bears interest at a rate of 8.375% per year payable semiannually on February 1 and August 1 each year, beginning on August 1, 2026. The Note will be the Company’s direct unsecured obligation and ranks pari passu, or equal, with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Note will be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

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: February 19, 2026			By:			/S/    BARRY SLOANE
						Barry Sloane
						Chief Executive Officer, President and Chairman of the Board

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 33.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.5 KB