[FORM 8-K Filing Information](index=1&type=section&id=FORM%208-K%20Filing%20Information) This section details the Form 8-K filing, covering company specifics, forward-looking statements, dividend declaration, and accompanying exhibits [Company and Filing Details](index=1&type=section&id=Company%20and%20Filing%20Details) This section outlines NewtekOne, Inc.'s identification, jurisdiction, and registered securities on the Nasdaq Global Market LLC - The filing is a Current Report on Form 8-K, dated **September 29, 2025**, for NewtekOne, Inc., a Maryland corporation[1](index=1&type=chunk)[2](index=2&type=chunk) Registered Securities on Nasdaq Global Market LLC | 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 | [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section disclaims forward-looking statements, noting their inherent risks and the company's non-obligation to update them - Statements in the Form 8-K and its Exhibit contain forward-looking statements subject to significant risks and uncertainties, with actual results potentially differing materially from expectations[6](index=6&type=chunk) - NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events arising after their initial making[6](index=6&type=chunk) [Item 2.02. Results of Operations and Financial Condition](index=4&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) This section details NewtekOne, Inc.'s declaration of a dividend on Series B Preferred Shares via a press release, furnished as Exhibit 99.1 - On **September 29, 2025**, NewtekOne, Inc. issued a press release titled 'NewtekOne, Inc. Declares Dividend on Series B Preferred Shares'[7](index=7&type=chunk) - The Press Release is furnished as **Exhibit 99.1** to this Current Report on Form 8-K[7](index=7&type=chunk) - The information in this report and Exhibit 99.1 is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it incorporated by reference into any registration statement unless expressly set forth[7](index=7&type=chunk) [Item 9.01 Financial Statement and Exhibits](index=4&type=section&id=Item%209.01%20Financial%20Statement%20and%20Exhibits) This section enumerates the exhibits accompanying the Form 8-K filing, including the dividend press release and interactive data file Form 8-K Exhibits | Exhibit Number | Description | | :------------- | :-------------------------------------------- | | 99.1 | NewtekOne, Inc. Press Release dated September 29, 2025 | | 104 | Cover Page Interactive Data File | [Signatures](index=5&type=section&id=SIGNATURES) This section confirms the official signing of the report by NewtekOne, Inc.'s Chief Executive Officer, President, and Chairman of the Board - The report was signed on **September 29, 2025**, by Barry Sloane, Chief Executive Officer, President, and Chairman of the Board of NEWTEKONE, INC[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk)

Core Viewpoint - NewtekOne, Inc. has declared an initial dividend of $9.44 per Preferred Share, payable on October 1, 2025, to holders of record as of September 29, 2025, marking the company's commitment to returning value to shareholders [1] Company Overview - NewtekOne, Inc. is a financial holding company that provides a wide range of business and financial solutions to independent business owners across all 50 states since 1999 [2] - The company aims to help businesses grow sales, control expenses, and reduce risk through state-of-the-art, cost-efficient products and services [2] Business and Financial Solutions - NewtekOne and its subsidiaries offer various services including banking, business lending, SBA lending solutions, electronic payment processing, eCommerce, accounts receivable financing, inventory financing, insurance solutions, web services, and payroll and benefits solutions [3] - Additionally, the company provides technology solutions such as cloud computing, data backup, storage and retrieval, IT consulting, and web services through Intelligent Protection Management Corp. [3]

Company Announcement - NewtekOne, Inc. will participate in the Lytham Partners Fall 2025 Investor Conference, hosting a webcast presentation and one-on-one meetings with investors on September 30, 2025 [1][3]. Webcast Details - The webcast presentation is scheduled for 1:15 p.m. ET on September 30, 2025, and can be accessed via the conference home page or directly through a provided link [2]. One-on-One Meetings - Management will engage in virtual one-on-one meetings during the event, with arrangements available through Lytham Partners [3]. Company Overview - NewtekOne, Inc. is a financial holding company that offers a variety of business and financial solutions to independent business owners across all 50 states since 1999 [4]. Services Offered - The company provides services including banking, business lending, SBA lending solutions, electronic payment processing, accounts receivable financing, inventory financing, insurance solutions, payroll and benefits solutions, and technology solutions [5].

Core Viewpoint - NewtekOne, Inc. has completed a transaction with Patriot Financial Partners, resulting in the issuance of 2,307,692 shares of common stock in exchange for 20,000 shares of convertible preferred stock and $10 million in cash, which is expected to enhance the company's capital structure and tangible book value per share [1][2][3]. Group 1: Transaction Details - The transaction involved the exchange of 20,000 shares of Series A Preferred Stock and $10 million in cash for 2,307,692 shares of common stock [1]. - Patriot relinquished the right to convert the preferred stock into 950,800 shares of common stock as part of the deal [1]. - The common shares were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, with a two-year transfer restriction [1]. Group 2: Capital Impact - The transaction is projected to increase the company's common equity tier one capital (CET1 capital) and tier one capital by $30 million [2]. - Pro forma as of June 30, 2025, CET1 capital will rise from $256 million to $286 million due to this transaction [2]. - When combined with $48.357 million from a previous offering, tier one capital will increase from $256 million to $335 million, and tangible book value per common share will reach approximately $10.74 [2]. Group 3: Management Commentary - Barry Sloane, Chairman and CEO of NewtekOne, expressed satisfaction with the transaction, highlighting the confidence shown by Patriot in the company's strategy and management [3]. - Kirk Wycoff, Managing Partner of Patriot, emphasized the excitement of converting preferred stock to common equity and the additional investment, reflecting confidence in NewtekOne's operational execution and business strategy [3]. Group 4: Company Overview - NewtekOne is a financial holding company providing a range of business and financial solutions to independent business owners across the U.S. since 1999 [5]. - The company's offerings include banking, business lending, electronic payment processing, and technology solutions [6].

Core Insights - The article discusses the challenges and unpredictability of financial markets, emphasizing the difficulty in accurately predicting trends and identifying value opportunities [1]. Group 1 - The author expresses a strong interest in financial history and its application to current market analysis [1]. - There is a focus on the subjective nature of opinions regarding market predictions, suggesting that they should be taken with caution [2]. - The article highlights the importance of individual analysis in understanding market dynamics, rather than relying solely on external recommendations [3].

Core Viewpoint - Momentum investing focuses on "buying high and selling higher," contrasting with traditional strategies of "buying low and selling high" [1] Group 1: Momentum Investing Strategy - Momentum investing can be risky as stocks may lose momentum if future growth does not justify high valuations [1] - Identifying the right entry point for fast-moving stocks is challenging, and traditional momentum parameters may not always be reliable [1] Group 2: Bargain Stocks with Momentum - Investing in bargain stocks that have recently shown price momentum may be a safer strategy [2] - The Zacks Momentum Style Score is useful for identifying strong momentum stocks, while the 'Fast-Paced Momentum at a Bargain' screen helps find attractively priced stocks [2] Group 3: NewtekOne (NEWT) Stock Analysis - NewtekOne (NEWT) has shown a price increase of 2.7% over the past four weeks, indicating growing investor interest [3] - Over the past 12 weeks, NEWT's stock gained 14.1%, demonstrating its ability to deliver positive returns over a longer timeframe [4] - NEWT has a beta of 1.25, suggesting it moves 25% more than the market in either direction, indicating fast-paced momentum [4] Group 4: Valuation and Earnings Estimates - NEWT has a Momentum Score of B, suggesting it is a favorable time to invest in the stock [5] - The stock has a Zacks Rank 2 (Buy) due to upward revisions in earnings estimates, which attract more investors [6] - NEWT is trading at a Price-to-Sales ratio of 0.86, indicating it is relatively cheap at present [6] Group 5: Additional Investment Opportunities - Besides NEWT, there are other stocks that meet the criteria of the 'Fast-Paced Momentum at a Bargain' screen, presenting further investment opportunities [7] - Zacks offers over 45 Premium Screens tailored to different investing styles, which can help identify winning stock picks [8]

Group 1 - The article discusses NewtekOne's recently listed IPO, which features an 8.500% Fixed-Rate Reset Non-Cumulative structure [1] - The focus is on new fixed-income vehicles available on the exchange, indicating a trend towards innovative financial products [1] Group 2 - The article emphasizes that all active investors are welcome to join a free trial and engage in discussions with sophisticated traders and investors [1]

Core Points - NewtekOne, Inc. successfully closed an offering of 2,000,000 depositary shares representing a 1/40th interest in its 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, generating approximately $48.357 million in net proceeds [1][2] - The Series B Preferred Stock will pay a non-cumulative 8.500% annual cash dividend, payable quarterly starting October 1, 2025, and will reset based on the five-year US treasury rate after October 1, 2030 [1][3] - The company has applied to list the depositary shares on the Nasdaq Global Market under the ticker symbol "NEWTP" [2] Financial Impact - The issuance of the new depositary shares increases the company's tier one capital ratio from 16.1% to 19.2% and tier one capital by 19% from $256 million to $305 million [3] - The net proceeds from the offering will be used for investments, debt repayment, and general corporate purposes [2] Company Overview - NewtekOne is a financial holding company providing a wide range of business and financial solutions to independent business owners across all 50 states [4][5] - Its services include banking, business lending, electronic payment processing, insurance solutions, and technology solutions [5]

[PART I - FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents NewtekOne's unaudited consolidated financial statements for Q2 2025 and comparative 2024, covering financial condition, income, comprehensive income, equity, and cash flows, with detailed accounting notes [Consolidated Statements of Financial Condition](index=7&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) As of June 30, 2025, total assets increased to $2.13 billion, liabilities to $1.81 billion, and shareholders' equity to $312.2 million, reflecting growth in loans and deposits Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | $2,126,217 | $2,059,912 | | Total Loans, Net | $1,598,215 | $1,392,253 | | Total Deposits | $1,083,828 | $973,052 | | Total Liabilities | $1,814,037 | $1,763,630 | | Total Shareholders' Equity | $312,180 | $296,282 | [Consolidated Statements of Income](index=9&type=section&id=Consolidated%20Statements%20of%20Income) For the six months ended June 30, 2025, net income available to common shareholders increased to $22.3 million from $19.8 million, driven by higher net interest income and securitization gains, resulting in diluted EPS of $0.87, up from $0.81 Key Income Statement Data (in thousands, except EPS) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Interest Income | $27,856 | $18,032 | | Provision for Credit Losses | $22,622 | $9,814 | | Total Noninterest Income | $108,673 | $101,387 | | Total Noninterest Expense | $83,486 | $81,723 | | Net Income Available to Common Shareholders | $22,270 | $19,795 | | Diluted EPS | $0.87 | $0.81 | [Consolidated Statements of Cash Flows](index=15&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company experienced a net cash decrease of $168.1 million, primarily due to $260.5 million used in operating activities and $124.1 million in investing activities, partially offset by $216.5 million provided by financing activities Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(260,518) | $(35,751) | | Net Cash Used in Investing Activities | $(124,076) | $(97,763) | | Net Cash Provided by Financing Activities | $216,509 | $155,846 | | **Net (Decrease) Increase in Cash** | **$(168,085)** | **$22,332** | [Notes to Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on the company's accounting policies, business segments, loan portfolios, securitization activities, fair value measurements, and debt obligations, including specifics on ACL methodology under CECL and Variable Interest Entities (VIEs) - The company is a financial holding company providing solutions to small and medium-sized businesses (SMBs) through its consolidated subsidiaries, including Newtek Bank[28](index=28&type=chunk) - The Allowance for Credit Losses (ACL) is estimated using the Current Expected Credit Loss (CECL) model, which requires an estimate of credit losses expected over the life of a loan or pool of loans[41](index=41&type=chunk) - The company consolidates Variable Interest Entities (VIEs) when it is determined to be the primary beneficiary, which includes several securitization trusts holding unguaranteed portions of SBA 7(a) loans[40](index=40&type=chunk)[68](index=68&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=63&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, providing an executive overview of its SMB-focused financial holding company business, including a detailed comparison of financial performance for Q2 2025 and 2024, liquidity, capital resources, and critical accounting policies [Executive Overview](index=64&type=section&id=Executive%20Overview) NewtekOne operates as a financial holding company with a branchless national bank focused on SMBs, primarily generating income from noninterest sources like SBA 7(a) loan sales and market value adjustments, funded by deposits, credit lines, and securitizations, and regulated by the Federal Reserve and OCC - NewtekOne is a financial holding company with a branchless, OCC-chartered national bank focused on the SMB market[187](index=187&type=chunk) - The majority of income is driven by noninterest income, particularly gains on sales of SBA 7(a) loans and market value adjustments[187](index=187&type=chunk) - Funding sources include deposit products, capital and lines of credit for non-bank loans, securitizations, and public/private bond issuance[188](index=188&type=chunk) [Financial Condition](index=68&type=section&id=Financial%20Condition) As of June 30, 2025, total assets grew 3.2% to $2.1 billion, driven by increased loans, while total liabilities rose 2.9% to $1.8 billion due to higher deposits, and total borrowings decreased by $50.7 million Change in Assets and Liabilities (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $2,126,217 | $2,059,912 | $66,305 | | Total Loans, Net | $1,598,215 | $1,392,253 | $205,962 | | Total Deposits | $1,083,828 | $973,052 | $110,244 | | Total Borrowings | $657,327 | $708,041 | $(50,714) | - Non-accrual loans as a percentage of loans held at amortized cost increased to **6.0%** at June 30, 2025, from **3.9%** at December 31, 2024[209](index=209&type=chunk) [Results of Operations](index=73&type=section&id=Results%20of%20Operations) This section provides a comparative analysis of the company's operational results for the three and six-month periods ending June 30, 2025, and 2024, showing net income growth to $23.1 million for six months and $13.7 million for three months, driven by higher net interest income and securitization gains Six Months Ended June 30 - Performance Summary (in thousands) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $27,856 | $18,032 | $9,824 | | Provision for Credit Losses | $22,622 | $9,814 | $12,808 | | Noninterest Income | $108,673 | $101,387 | $7,286 | | Net Income | $23,070 | $20,595 | $2,475 | Three Months Ended June 30 - Performance Summary (in thousands) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $13,923 | $9,126 | $4,797 | | Provision for Credit Losses | $9,117 | $5,799 | $3,318 | | Noninterest Income | $56,275 | $52,020 | $4,255 | | Net Income | $13,703 | $10,945 | $2,758 | - A significant driver of noninterest income in 2025 was a **$31.5 million** gain on residuals from a new securitization transaction, which did not occur in 2024[246](index=246&type=chunk)[285](index=285&type=chunk) - Net gains on sales of loans decreased by **33.5%** for the six-month period, from **$42.9 million** in 2024 to **$28.5 million** in 2025, due to lower sales volume and slightly lower premiums[238](index=238&type=chunk)[243](index=243&type=chunk) [Liquidity and Capital Resources](index=90&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity, sourced from deposits, notes, securitizations, and operations, totaled $287.2 million as of June 30, 2025, with all capital ratios for both the holding company and Newtek Bank exceeding 'well-capitalized' thresholds - Total liquidity sources stood at **$287.2 million** as of June 30, 2025, down from **$483.8 million** at year-end 2024, primarily due to a decrease in interest-bearing deposits held in other banks[331](index=331&type=chunk) - The company maintains an 'at-the-market' (ATM) equity program allowing for the sale of up to **5.0 million** shares of common stock[304](index=304&type=chunk)[305](index=305&type=chunk) Newtek Bank Capital Ratios (June 30, 2025) | Ratio | Actual | Well-Capitalized Minimum | | :--- | :--- | :--- | | Tier 1 Capital (to Average Assets) | 11.4% | 5.0% | | Common Equity Tier 1 (to RWA) | 13.0% | 6.5% | | Tier 1 Capital (to RWA) | 13.0% | 8.0% | | Total Capital (to RWA) | 14.2% | 10.0% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=102&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks include interest rate fluctuations, funding availability, and the SBA secondary market, with interest rate risk managed by ALCO through EVE and NII simulations, indicating an asset-sensitive position as of June 30, 2025 - Principal market risks include interest rate fluctuations, funding ability, and the health of the secondary market for SBA loans[373](index=373&type=chunk) Interest Rate Sensitivity Analysis (as of June 30, 2025) | Rate Change (bps) | Estimated Change in NII (12 Months) | Estimated Change in EVE | | :--- | :--- | :--- | | +200 | +17.0% | +1.4% | | +100 | +8.4% | +0.7% | | -100 | -9.7% | -0.6% | | -200 | -19.1% | -1.0% | - The company is considered asset-sensitive, as its variable-rate loan portfolio is expected to reprice faster than its funding sources in a changing rate environment[384](index=384&type=chunk) [Item 4. Controls and Procedures](index=105&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting identified during the quarter - Management concluded that disclosure controls and procedures were effective as of the end of the period covered by this report[388](index=388&type=chunk) - No material changes to internal control over financial reporting were identified during the quarter ended June 30, 2025[389](index=389&type=chunk) [PART II - OTHER INFORMATION](index=106&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=106&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to routine legal proceedings, with management believing pending matters will not materially affect financial condition or results, while subsidiary NMS continues under a 2012 FTC permanent injunction - Management believes that pending legal matters will not have a material impact on the company's financial position or results[392](index=392&type=chunk) [Item 1A. Risk Factors](index=106&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's 2024 Form 10-K, advising investors to consider those existing risks - No material changes have occurred from the risk factors disclosed in the company's 2024 Form 10-K[394](index=394&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=106&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued a small number of unregistered common stock shares for dividends on unvested restricted stock awards, totaling 35 shares valued at $367 for the six months ended June 30, 2025 Unregistered Shares Issued for RSA Dividends | Period | Shares Issued | Value | | :--- | :--- | :--- | | Six Months Ended June 30, 2025 | 35 | $367 | | Six Months Ended June 30, 2024 | 12 | $149 |

Core Insights - NewtekOne, Inc. and its subsidiary Newtek Bank have introduced an integrated onboarding process for independent business owners, allowing them to obtain a Newtek Zero-Fee Business Banking checking account and a merchant payment solution simultaneously through a single online application [1][2]. Group 1: Product Offering - The unified onboarding experience enables business owners to manage payments and cash flow in one step, with automatic approval for both Newtek Bank checking accounts and NMS merchant accounts [2]. - The Instant Merchant Account feature allows business owners to accept debit and credit card payments immediately, eliminating the need for multiple applications [2][4]. Group 2: Technology and User Experience - The Newtek Advantage Dashboard provides a real-time online portal for various business services, including banking, payments, payroll, and IT solutions, offering transparency and control that traditional banks cannot match [3][4]. - Barry Sloane, CEO, emphasized the need for a streamlined, real-time solution for independent business owners, highlighting the integration of multiple services into one application [4]. Group 3: Company Background - NewtekOne has been providing a range of business and financial solutions since 1999, aiming to help independent business owners grow sales, control expenses, and reduce risk [5]. - The company's offerings include banking, business lending, electronic payment processing, and technology solutions, among others [6].