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 16, 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 3.02. Unregistered Sales of Equity Securities.

On September 16, 2025, NewtekOne, Inc., Maryland corporation (the “Company”), entered into a Securities Purchase and Exchange Agreement (the “Purchase and Exchange Agreement”) with Patriot Financial Partners IV, L.P. and Patriot Financial Partners Parallel IV, L.P. (together, “Patriot”). Pursuant to the Purchase and Exchange Agreement, Patriot and the Company agreed that in exchange (the “Exchange”) for (i) all of the 20,000 outstanding shares of the Company’s Series A Convertible Preferred Stock, par value $0.02 per share (the “Series A Preferred Stock”) originally issued to Patriot for an aggregate purchase price of $20 million (the “Original Transaction”) and (ii) $10 million in cash, the Company will issue to Patriot 2,307,692 shares (the “Shares”) of the Company’s common stock, par value $0.02 per share (“Common Stock”).

The Exchange was undertaken as a private placement transaction in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied upon this exemption from registration based in part on representations made by Patriot in the Purchase and Exchange Agreement. The Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration. Pursuant to the Purchase and Exchange Agreement, Patriot is subject to restrictions on transferring the Shares for two years following the date of the Purchase and Exchange Agreement without the Company’s consent, subject to certain customary exceptions.

The Purchase and Exchange Agreement also contains customary representations, warranties and covenants. The Exchange closed concurrently with execution of the Purchase and Exchange Agreement.

The Purchase and Exchange Agreement also made certain non-substantive amendments to the Investor Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Patriot (the “Investor Rights Agreement”) and the Registration Rights Agreement, dated as of February 3, 2023, entered into by and between the Company and Patriot (the “Registration Rights Agreement”) in order to reflect the occurrence of the Exchange. The Investor Rights Agreement and the Registration Rights Agreement are described in greater detail in Company’s Current Report on Form 8-K filed on February 7, 2023 (the “Original 8-K”) and are filed as exhibits 4.1 and 4.2, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. The Exchange had no effect on Patriot’s outstanding warrants to purchase, in the aggregate, 47,540 shares of Common Stock which are also described in greater detail in the Original 8-K.

The foregoing summary of the Purchase and Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by the actual text of the Purchase and Exchange Agreement.

Item 8.01. Other Events.

On September 17, 2025, the Company issued a press release announcing the consummation of the transactions contemplated by the Purchase and Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

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.

newtekoneseptember172025

1 Patriot Financial Partners, L.P. Exchanges NewtekOne, Inc. Convertible Preferred Shares for Common Equity and Makes $10 Million Incremental Investment Boca Raton, FL, September 17, 2025 - NewtekOne, Inc. (“NewtekOne” or the “Company”) (NASDAQ: NEWT) and Patriot Financial Partners, L.P. (“Patriot”) announced today that they have completed a transaction pursuant to which in exchange for all of Patriot’s 20,000 shares of the Company’s convertible preferred stock, Series A, $0.02 par value per share (the “Series A Preferred Stock”) and $10.0 million in cash, the Company issued to Patriot 2,307,692 shares of its common stock, par value $0.02 per share (the “Common Shares”). With the exchange, Patriot relinquishes the right to convert the 20,000 shares of convertible preferred stock into 950,800 shares of common stock. The Common Shares were issued to Patriot in a private placement transaction in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The Common Shares are subject to, among other things, a two-year transfer restriction. The transaction is expected to boost the Company’s common equity tier one capital (“CET1 capital”) and tier one capital by $30 million. In addition, on a pro forma basis as of June 30, 2025, the transaction grows CET1 capital from $256 million to $286 million. Moreover, the impact of this transaction, when combined with $48.357 million of net proceeds from the offering of depositary shares that closed August 20th, increases, on a pro forma basis as of June 30, 2025, tier one capital by $78.357 million from $256 million to $335 million and tangible book value per common share to approximately $10.74. Barry Sloane, NewtekOne’s Chairman, President, and Chief Executive Officer, commented, “We are pleased that one of our longer-term institutional shareholders expressed confidence in our business strategy and management team by exchanging the 20,000 shares of Series A Preferred Stock it originally acquired for $20 million and $10 million in cash for 2.3 million Common Shares, and agreeing to a two-year lock-up of the Common Shares. We believe the boost to capital and to the capital ratios and the accretion to tangible book value per share more than outweighs the EPS dilution associated with the newly issued shares. We appreciate our investment relationship with Patriot that is now approaching three years. Patriot’s knowledge and understanding of NewtekOne is supported by Patriot maintaining a seat on the board of directors of our bank subsidiary, Newtek Bank, N.A.”

2 Kirk Wycoff, Managing Partner of Patriot Financial Partners, said, “We are excited to exchange our Series A Preferred Stock for NewtekOne common equity, to make an additional $10 million investment in NewtekOne common shares, and to retain our position as a long-term shareholder. We have been impressed with NewtekOne’s operational execution since it converted to a financial holding company in early 2023.” Mr. Wycoff continued, “We believe that NewtekOne’s business strategy and operating model centered around technology, efficiency, and profitability is ideally situated to become one of the leading players in the industry in a constantly evolving banking environment and that NewtekOne and Newtek Bank have constructed an operating model the banking industry can follow.” About Patriot Financial Partners Patriot is a growth equity firm providing capital and strategic support to banks and financial services- related companies throughout the U.S. Patriot has invested $1.3 billion across 89 transactions since its founding in 2007. 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 Company®, One Solution for All Your Business Needs® and Newtek Advantage® are registered trademarks of NewtekOne, Inc.

3 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. The pro forma regulatory capital and financial information presented herein is provided for illustrative information purposes only and is not necessarily, and should not be assumed to be, an indication of the actual amounts of such measures that would have been achieved had the transaction been completed as of the date indicated, or that may be achieved as of any future dates or periods. SOURCE: NewtekOne, Inc. Investor Relations & Public Relations Contact: Bryce Rowe Telephone: (212) 273-8292 / browe@newtekone.com