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  4. [8-K] NewtekOne, Inc. Reports Material Event

NewtekOne (NEWTZ) eliminates unused Series A preferred shares in charter move

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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
September 17, 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.02 per shareNEWTNasdaq Global Market LLC
5.50% Notes due 2026NEWTZNasdaq Global Market LLC
8.00% Notes due 2028NEWTINasdaq Global Market LLC
8.50% Notes due 2029NEWTGNasdaq Global Market LLC
8.625% Notes due 2029NEWTHNasdaq 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 BNEWTPNasdaq 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 5.03. Amendments to Articles of Incorporation or Bylaws.

On September 17, 2025, NewtekOne, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) to the amended and restated articles of incorporation of the Company with the Maryland State Department of Assessments and Taxation in order to eliminate the Company’s Series A Convertible Preferred Stock, $0.02 per share (the “Series A Preferred Stock”) as a class or series of the Company’s authorized stock, as no shares of Series A Preferred Stock are issued and outstanding. The Articles Supplementary reclassified and redesignated all shares of the Series A Preferred as authorized and unissued shares of the Company’s stock without designation as to class or series. The foregoing description of the Series A Preferred Stock and the Articles Supplementary is qualified entirely by the terms of the Articles Supplementary, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.


Item 9.01     Financial Statement and Exhibits
(d)  Exhibits.

Exhibit Number Description
   
3.1
NewtekOne, Inc. Articles Supplementary dated September 16, 2025
104Cover 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 18, 2025By:
/S/    BARRY SLOANE        
Barry Sloane
Chief Executive Officer, President and Chairman of the Board


Source: View Original Filing on SEC EDGAR

FAQ

What did NewtekOne, Inc. change in this 8-K filing for NEWTZ?

NewtekOne, Inc. filed Articles Supplementary to eliminate its Series A Convertible Preferred Stock, $0.02 par value per share, as a class or series of authorized stock, since no shares of this series were issued or outstanding.

Does this NewtekOne, Inc. 8-K involve the issuance of any new securities?

No. The company reclassified all shares of its previously authorized Series A Convertible Preferred Stock into authorized and unissued shares of its stock without designation as to class or series. The filing does not state that any new securities were issued.

Why was the Series A Convertible Preferred Stock of NewtekOne, Inc. eliminated?

The Series A Convertible Preferred Stock was eliminated as a class or series because no shares of this preferred stock were issued and outstanding. The company removed this unused series from its authorized capital structure.

What happened to the authorized shares of Series A Preferred Stock at NewtekOne, Inc.?

All authorized shares of the Series A Convertible Preferred Stock were reclassified and redesignated as authorized and unissued shares of NewtekOne, Inc.’s stock without any designation as to class or series.

Does this 8-K for NewtekOne, Inc. affect its listed securities such as NEWTZ notes?

The filing lists the company’s existing listed securities, including common stock and various notes, but the disclosed charter change relates only to the elimination and reclassification of the Series A Convertible Preferred Stock, which had no shares issued or outstanding.

Where can investors find the full text of NewtekOne’s Articles Supplementary?

The Articles Supplementary are attached as Exhibit 3.1, titled “NewtekOne, Inc. Articles Supplementary dated September 16, 2025,” and are incorporated by reference in the report.