NewtekOne, Inc. SEC Filings

NewtekOne, Inc. announced a quarterly cash dividend of $0.19 per share via a press release furnished as Exhibit 99.1 to its current report. The company states the press release relates to its results of operations and financial condition, but the filing does not provide revenue, earnings, balance sheet figures, or commentary on the dividend's funding source. The filing clarifies that the furnished press release is furnished, not "filed," and therefore not incorporated by reference into other registration statements unless explicitly stated.

NewtekOne, Inc. reported that it issued a press release announcing a dividend declaration on its Series B Preferred shares. The company states the press release is furnished as Exhibit 99.1 to this Form 8-K and clarifies that the information is not being treated as "filed" under Section 18 of the Exchange Act and will not be incorporated by reference into registration statements except by specific reference.

Patriot Financial Group announced it acquired 2,307,692 shares of NewtekOne, Inc. common stock, representing 8.06% of the company's outstanding common shares on the basis disclosed. The shares were issued on September 16, 2025 under a Securities Purchase and Exchange Agreement in which Patriot delivered all 20,000 outstanding shares of the Issuer's Series A Convertible Preferred Stock that it previously held and paid $10,000,000 in cash in exchange for the 2,307,692 common shares.

Patriot Fund IV funded its purchase with working capital and reports the acquisition is for investment purposes. The filing lists the members of the Patriot Financial Group, identifies shared voting and dispositive power over the 2,307,692 shares, and states there are no additional contracts, arrangements or proposals relating to control transactions; Item 6 is listed as N/A. The filing includes a Joint Filing Agreement as an exhibit.

NewtekOne, Inc. reported a technical change to its capital structure. On September 17, 2025, the company filed Articles Supplementary in Maryland to eliminate its Series A Convertible Preferred Stock, $0.02 par value per share, as a class or series of authorized stock. The filing notes that no shares of this Series A Preferred Stock were issued or outstanding. All previously authorized Series A Preferred shares were reclassified and redesignated as authorized and unissued shares of the company’s stock without any designation as to class or series. This action simplifies the company’s charter by removing an unused preferred stock series, without indicating any change to existing common stock or outstanding listed notes.

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.

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.

NewtekOne, Inc. has created a new class of preferred stock, its 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, with a $1,000 liquidation preference per share, equivalent to $25.00 per related depositary share.

The company previously completed an underwritten public offering of 2,000,000 depositary shares, each representing a 1/40th interest in a Series B Preferred share. The Series B Preferred Stock ranks senior to common stock and junior equity that does not expressly rank on a parity or senior, and ranks on a parity with the company’s existing Series A Convertible Preferred Stock.

Under its terms, if full dividends on the Series B Preferred Stock for the most recent dividend period are not declared and paid or set aside, NewtekOne faces restrictions on declaring dividends on, or repurchasing, its common stock and other junior or parity stock. The Articles Supplementary filed on August 19, 2025 fix the authorized number of Series B Preferred shares at 53,750 and detail preferences, voting powers, and limitations.

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.

NewtekOne, Inc. reported stronger profitability for the quarter and year-to-date while increasing loan originations and deposits. Net income for the three months ended June 30, 2025 was $13.703 million versus $10.945 million a year earlier, producing basic earnings per share of $0.53 (diluted $0.52). Net interest income rose to $13.923 million from $9.126 million as loan yields and interest-earning assets expanded. Total assets were $2.126 billion and loans held for investment at amortized cost increased to $767.8 million. Deposits grew to $1.0838 billion, supporting balance sheet growth.

Credit reserves and cash flow showed pressure. The allowance for credit losses grew to $42.625 million from $30.233 million and the six-month provision for credit losses was $22.622 million, with charge-offs of $9.946 million in the period. Net cash used in operating activities was $(260.518) million for the six months, and cash and cash equivalents fell to $213.289 million. The company recognized a $31.465 million gain on residuals in securitizations and closed the 2025-1 securitization backed by $216.565 million of collateral while retaining a $77.701 million residual interest.

The company completed the sale of Newtek Technology Solutions for $4.0 million cash plus 4.0 million shares of IPM preferred stock and accounts for that investment at fair value under ASC 321.