NewtekOne, Inc. 8-K

What Happened
NewtekOne, Inc. (NEWT) filed an 8-K reporting that on January 27, 2026 the Board increased from seven to eight directors and elected Thomas Cestare as a Class I director. Mr. Cestare’s term expires at the Company’s 2027 Annual Meeting of Shareholders. He was also appointed to the Board’s Audit Committee and will receive director fees consistent with the Company’s proxy disclosures.

Key Details

• Board change filed on Form 8-K dated January 29, 2026, reflecting actions taken January 27, 2026.
• Thomas Cestare background: partner and COO of Patriot Financial Partners, over 35 years in banking, former EVP/CFO at Beneficial Bancorp (2010–2020), former KPMG partner; holds a B.S. in Accounting from the University of Delaware.
• Related-party note: Cestare’s Patriot affiliation links to a previously disclosed September 16, 2025 Securities Purchase and Exchange Agreement where Patriot exchanged 20,000 shares of Series A Convertible Preferred plus $10 million cash for 2,307,692 shares of common stock. That Patriot transaction may be a related-party transaction under Item 404(a) of Regulation S-K.
• Compensation and committee assignment: director fees per the Company’s April 24, 2025 proxy; appointed to the Audit Committee; also serves on the board of Newtek Bank, N.A., a Company subsidiary.

Why It Matters
This is a governance update that adds an experienced banking executive to NewtekOne’s board and the Audit Committee—roles relevant to oversight of financial reporting and bank-related operations. Investors should note the explicit related-party disclosure: because Mr. Cestare is affiliated with Patriot, his election is connected to a prior Patriot-Newtek transaction that the company has already disclosed. That connection may affect governance perceptions and will be material for shareholders tracking conflicts of interest and board independence.