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

March 13, 2026

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)

(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:

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

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

8.50% Notes due 2031

NEWTO

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

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

~~Forward-Looking~~Item ~~Statements~~1.01. Entry into a Material Definitive Agreement.

~~Statements~~On inMarch ~~NewtekOne~~13, ~~Inc.’s~~2026, NewtekOne (the “~~NewtekOne~~Company”) orentered into a Securities Distribution Agreement (the “~~Company~~Securities Distribution Agreement”), ~~Current~~by ~~Report~~and onamong ~~Form~~the ~~8-K~~Company, B. Riley Securities, Inc., Compass Point Research and Trading, LLC and Roth Capital Partners, LLC (collectively, the ~~Exhibit~~“Placement ~~thereto~~Agents”). ~~contain~~Pursuant ~~forward-looking~~to ~~statements~~the ~~within~~Securities Distribution Agreement, the ~~meaning~~Company ofmay offer and sell up to $50,000,000 aggregate principal amount (with respect to the ~~Private~~Notes ~~Securities~~(as ~~Litigation~~defined ~~Reform~~below)) ~~Act~~and liquidation preference (with respect to the Depositary Shares (as defined below)) of ~~1995~~its 8.50% ~~These~~Fixed ~~statements~~Rate ~~are~~Senior ~~based~~Notes ondue ~~management’s~~2029 ~~current~~(the ~~expectations~~“8.50% ~~and~~2029 ~~beliefs~~Notes”), ~~and~~8.625% ~~are~~Fixed ~~subject~~Rate toSenior ~~significant~~Notes ~~risks~~due 2029 (the “8.625% 2029 Notes”) and/or ~~uncertainties~~8.50% ~~Actual~~Fixed ~~results~~Rate ~~may~~Senior ~~differ~~Notes ~~materially~~due ~~from~~2031 ~~those~~(the ~~set~~“2031 ~~forth~~Notes,” inand, together with the ~~forward-looking~~8.50% ~~statements~~2029 Notes and the 8.625% ~~See~~2029 Notes, the “~~Note~~Notes”) ~~Regarding~~and ~~Forward~~its Depositary Shares, each representing a 1/40th interest in a share of 8.500% Fixed-~~Looking~~Rate ~~Statements~~Reset Non-Cumulative Perpetual Preferred Stock (the “Depositary Shares,” and, together with the ~~sections~~Notes, ~~entitled~~the “~~Risk Factors~~Securities”) from time to time through the Placement Agents acting as its sales agents in “at the ~~Company's~~market ~~filings~~offerings” ~~with~~as defined in Rule 415 under the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, ~~which~~as ~~are~~amended, ~~available~~including sales made directly on ~~NewtekOne's~~or ~~website~~through ~~(https://investor.newtekbusinessservices.com/sec-filings)~~Nasdaq ~~and~~Global onMarket® or any other existing trading market in the ~~Securities~~United ~~and~~States ~~Exchange~~for ~~Commission~~the Company’s ~~website~~Securities, ~~(www.sec.gov).~~sales ~~Any~~made ~~forward-looking~~to ~~statements~~or ~~made~~through bya ormarket onmaker ~~behalf~~other ofthan ~~NewtekOne~~on ~~speak~~an ~~only~~exchange asor otherwise, directly to the ~~date~~Placement ~~they~~Agents ~~are~~as ~~made~~principals, ~~and~~in ~~NewtekOne~~negotiated ~~does~~transactions ~~not~~at ~~undertake~~market toprices ~~update~~prevailing ~~forward-looking~~at ~~statements~~the time of sale or at prices related to ~~reflect~~such ~~the~~prevailing ~~impact~~market prices and/or in any other method permitted by law. The Securities Distribution Agreement became effective as of ~~circumstances~~March or12, ~~events~~2026. ~~that~~The ~~arise~~foregoing ~~after~~description of the ~~date~~Securities Distribution Agreement is not complete and is qualified in its entirety by reference to the ~~forward~~full text of the Securities Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-~~looking~~K ~~statements~~and ~~were~~is ~~made~~incorporated herein by reference.

~~Item~~The 2Securities, if any, will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No.~~02. Results~~ of333-269452) ~~Operations~~and the Company's Prospectus Supplement filed with the Securities and ~~Financial~~Exchange ~~Condition~~Commission on March 13, 2026, as supplemented from time to time.

OnThis March 13, 2026, the Company issued a press release entitled “NewtekOne, Inc. Declares Dividends on Common Stock and Series B Preferred Shares” (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. ~~The~~shall ~~information~~not inconstitute ~~this~~an ~~report~~offer ~~and~~to ~~Exhibit~~sell ~~99.1~~or ~~hereto~~a ~~shall~~solicitation ~~not~~of bean ~~deemed~~offer ~~“filed”~~to ~~for~~buy ~~purposes~~any ofsecurities, ~~Section~~nor 18shall ofthere ~~the~~be ~~Securities~~any ~~Exchange~~sale ~~Act~~ of ~~1934,~~these assecurities ~~amended,~~in orany ~~otherwise~~state ~~subject~~or tojurisdiction ~~the~~in ~~liabilities~~which ofsuch ~~that~~an ~~Section~~offer, ~~and~~solicitation ~~shall~~or ~~not~~sale would be ~~incorporated~~unlawful byprior ~~reference~~to ~~into any~~ registration ~~statement~~or ~~pursuant~~qualification tounder the ~~Securities~~securities ~~Act~~laws of ~~1933,~~any assuch ~~amended,~~state ~~except~~or asother ~~shall be expressly set forth by specific reference in such filing~~jurisdiction.

Item 9.01 Financial Statement and Exhibits

(d) ~~Exhibit~~Exhibits.

Exhibit Number						Description
99.1						NewtekOne, Inc. Press Release dated March 13, 2026
1.1						Securities Distribution Agreement, by and among NewtekOne, Inc., B. Riley Securities, Inc., Compass Point Research and Trading, LLC and Roth Capital Partners, LLC, dated as of March 12, 2026.
104						Cover Page Interactive Data File
5.1						Opinion of Robert Fraley
5.2						Opinion of Michael A. Schwartz
23.1						Consent of Robert Fraley (included in Exhibit 5.1)
23.2						Consent of Michael A. Schwartz (included in Exhibit 5.2)
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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: March 13, 2026	By:	/S/ BARRY SLOANE
Date: March 18, 2026	By:	/S/ BARRY SLOANE
		Barry Sloane
		Chief Executive Officer, President and Chairman of the Board

Filing Compare · NewtekOne, Inc.