8-K

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)

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:

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.

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-september2025a

NEWTEKONE, INC. ARTICLES SUPPLEMENTARY NEWTEKONE, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”), that: FIRST: On February 6, 2023, the Corporation filed with the Department Articles Supplementary (the “Series A Preferred Stock Articles Supplementary”) classifying and designating a total of 20,000 authorized but unissued shares of stock, par value $0.02 per share, of the Corporation as shares of the Series A Convertible Preferred Stock, $0.02 per share (the “Series A Preferred Stock”). On September 16, 2025, the Corporation accepted for exchange and immediately thereafter cancelled all of the issued and outstanding shares of Series A Preferred Stock. SECOND: Under the powers contained in Article 5 of the Corporation’s amended and restated articles of incorporation and Section 11 of Series A Preferred Stock Articles Supplementary, the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, approved the reclassification and redesignation of all shares of the Series A Preferred Stock as authorized and unissued shares of the Corporation’s stock without designation as to class or series and elimination of the Series A Preferred Stock as a class or series of the Corporation’s authorized stock. THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. The total number of authorized shares of the Corporation’s stock will not change as a result of these Articles Supplementary. FOURTH: The undersigned officer acknowledges the foregoing Articles Supplementary to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. FIFTH: These Articles Supplementary shall be effective on the date of acceptance for record by the Department. [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief Executive Officer, and attested to by its Corporate Secretary as of this 16th day of September, 2025. By:__/s Michael A. Schwartz By:/_/s Barry Sloane Name: Michael A. Schwartz Name: Barry Sloane Title: Chief Legal Officer and Corporate Secretary Title: Chairman, Chief Executive Officer and President