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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
January 23, 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 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




Forward-Looking Statements

Statements in NewtekOne, Inc.’s (the “Company” or “NewtekOne”) Current Report on Form 8-K and the Exhibit hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and beliefs and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in the Company's filings with the Securities and Exchange Commission which are available on the Company's website (https://investor.newtekbusinessservices.com/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). Any forward-looking statements made by or on behalf of the Company speak only as to the date they are made, and the Company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.


Item 8.01. Other Events.

On January 23, 2026, NewtekOne issued a press release announcing its offer to exchange its outstanding 5.50% Notes due 2026 for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031 had expired as of 5:00 p.m., Eastern time on January 23, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Current Report on Form 8-K 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 filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01     Financial Statement and Exhibits
(d)  Exhibits.
Exhibit Number Description
   
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: January 26, 2026By:
/S/    BARRY SLOANE        
Barry Sloane
Chief Executive Officer, President and Chairman of the Board


1 EXHIBIT 99.1 NewtekOne, Inc. Announces the Expiration Final Results of Exchange Offer for its Outstanding 5.50% Notes due 2026 for its 8.50% Fixed Rate Senior Notes due 2031 and Waiver of Minimum Exchange Condition BOCA RATON, Fla., Jan. 23, 2026 -- NewtekOne, Inc. (“NewtekOne”) today announced that its previously announced offer to exchange (the “Exchange Offer”) any and all of its 5.50% Notes due 2026 (the “Old Notes”) for its newly issued 8.50% Fixed Rate Senior Notes due 2031 (the “New Notes”) had expired as of 5:00 p.m., Eastern time on January 23, 2026 (the “Expiration Date”). According to the information received from U.S. Bank Trust Company, National Association, the exchange agent for the Exchange Offer, $7,877,200 in aggregate principal amount of outstanding 5.50% Notes due 2026 (the “Old Notes”) representing approximately 8.29% of the $95.0 million outstanding principal amount of the Old Notes, were validly tendered and not validly withdrawn as of the Expiration Date. Further, NewtekOne announced that it has waived the condition that at least ten percent (10%) of the outstanding aggregate principal amount of the Old Notes be validly tendered and not validly withdrawn and that it has accepted for exchange all Old Notes that were validly tendered and not validly withdrawn prior to the Expiration Date. The settlement of the Exchange Offer will occur promptly following the Expiration Date, and is expected to occur on January 28, 2026 (the “Settlement Date”). Upon settlement of the Exchange Offer, holders who validly tendered their Old Notes prior to Expiration Date and did not validly withdraw their tendered Old Notes prior to the Expiration Date shall receive, subject to the terms and conditions of the Exchange Offer, an equal principal amount of New Notes. Following the consummation of the Exchange Offer on the Settlement Date, NewtekOne expects the remaining aggregate principal amount of Old Notes outstanding to be $87,122,800, which remaining aggregate amount of Old Notes will be repaid by NewtekOne on the February 1, 2026 maturity date. Exchange Agent, Information Agent and Dealer Manager U.S. Bank Trust Company, National Association is serving as the Exchange Agent for the Exchange Offer. Alliance Advisors is serving as Information Agent for the Exchange Offer. Lucid Capital Markets, LLC is serving as the Dealer Manager for the Exchange Offer.


 
2 Important Information This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or New Notes. The Exchange Offer is being made only pursuant to the Exchange Offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the SEC as part of the Company’s Registration Statement on Form S-4 (File No. 333-291615), which was declared effective on November 28, 2025. Copies of the prospectus and the other Exchange Offer documents may be obtained from the Information Agent: Alliance Advisors The Overlook Corporate Center 150 Clove Road Suite 400 Little Falls Township, NJ 07424 Attn: Tyler Herka Telephone: 1-855-206-1406 Email: NEWT@AllianceAdvisors.com About NewtekOne, Inc. NewtekOne®, Your Business Solutions Company®, is a financial holding company, which along with its bank and non-bank consolidated subsidiaries (collectively, “NewtekOne”), provides a wide range of business and financial solutions under the Newtek® brand to independent business owners. Since 1999, NewtekOne has provided state-of-the-art, cost-efficient products and services and efficient business strategies to independent business owners across all 50 states to help them grow their sales, control their expenses, and reduce their risk. NewtekOne’s and its subsidiaries’ business and financial solutions include: banking (Newtek Bank, N.A.), Business Lending, SBA Lending Solutions, Electronic Payment Processing, Accounts Receivable Financing & Inventory Financing, Insurance Solutions and Payroll and Benefits Solutions. In addition, NewtekOne offers its clients the Technology Solutions (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting and Web Services) provided by Intelligent Protection Management Corp. (IPM.com) Newtek®, NewtekOne®, Newtek Bank®, National Association, Your Business Solutions


 
3 Company®, One Solution for All Your Business Needs® and Newtek Advantage® are registered trademarks of NewtekOne, Inc. Note Regarding Forward-Looking Statements Certain statements in this press release are “forward-looking statements” within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995 are based on the current beliefs and expectations of NewtekOne's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward- looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in our filings with the Securities and Exchange Commission which are available on NewtekOne's website (https://investor.newtekbusinessservices.com/sec-filings) and on the Securities and Exchange Commission’s website (www.sec.gov). Any forward-looking statements made by or on behalf of NewtekOne speak only as to the date they are made, and NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. SOURCE: NewtekOne, Inc. Investor Relations & Public Relations Contact: Bryce Rowe Telephone: (212) 273-8292 / browe@newtekone.com