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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
December 6, 2024
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)

(212356-9500
(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

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is contained in Item 8.01 of this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01.      Other Events

On December 6, 2024, NewtekOne, Inc. (the “Company”) entered into Note Amendment and Exchange Agreements (the “Agreements”) with each of the holders of the Company's 8.125% Senior Notes due 2025 (the “Senior Notes”). Pursuant to the Agreements, the Company and the holders of the Senior Notes agreed to exchange (the “Exchange”) the Senior Notes for amended notes (the “Amended Senior Notes”) effecting amendments solely to (i) extend the February 1, 2025 maturity date of the Senior Notes to the new maturity date of February 1, 2027 (the “New Maturity Date”) and (ii) provide that the Amended Senior Notes will be redeemable in whole, but not in part, at any time, at the option of the Company, from November 1, 2026 to the New Maturity Date, at a redemption price of 100% of the outstanding principal amount being redeemed plus any accrued but unpaid interest, to but excluding the redemption date. The Exchange became effective on December 11, 2024. The aggregate principal amount outstanding of $50.0 million, applicable interest rate of 8.125% per annum and all other terms of the Senior Notes remain the same under the Amended Senior Notes. See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2023 for more information. The Exchange was conducted as a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to institutional accredited investors and the Amended Senior Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.











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: December 11, 2024By:
/S/    BARRY SLOANE        
Barry Sloane
Chief Executive Officer, President and Chairman of the Board


v3.24.3
Cover
Dec. 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 06, 2024
Entity Registrant Name NEWTEKONE, INC.
Entity Incorporation, State or Country Code MD
Securities Act File Number 814-01035
Entity Tax Identification Number 46-3755188
Entity Address, Address Line One 4800 T Rex Avenue
Entity Address, Address Line Two Suite 120
Entity Address, City or Town Boca Raton
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33431
City Area Code 212
Local Phone Number 356-9500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001587987
Common Stock, par value $0.02 per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.02 per share
Trading Symbol NEWT
Security Exchange Name NASDAQ
Five Point Five Zero Percent Notes due 2026  
Document Information [Line Items]  
Title of 12(b) Security 5.50% Notes due 2026
Trading Symbol NEWTZ
Security Exchange Name NASDAQ
5.50% Notes due 2026  
Document Information [Line Items]  
Title of 12(b) Security 8.00% Notes due 2028
Trading Symbol NEWTI
Security Exchange Name NASDAQ
Eight Point Five Percent Notes due 2029  
Document Information [Line Items]  
Title of 12(b) Security 8.50% Notes due 2029
Trading Symbol NEWTG
Security Exchange Name NASDAQ
Eight Point Six Two Five Percent Notes due 2029  
Document Information [Line Items]  
Title of 12(b) Security 8.625% Notes due 2029
Trading Symbol NEWTH
Security Exchange Name NASDAQ

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