NewtekOne, Inc. Announces Securities Distribution Agreement for up to \$100 Million in Debt and Preferred Securities

Key Points Investors Should Know

• Material Event: NewtekOne, Inc. has entered into a Securities Distribution Agreement, effective March 12, 2026, with B. Riley Securities, Inc., Compass Point Research and Trading, LLC, and Roth Capital Partners, LLC.
• Offering Size and Instruments: The agreement allows for the offer and sale, from time to time, of up to \$100 million in aggregate principal amount and liquidation preference of various debt and preferred securities.
• Securities Involved:
  • 8.00% Notes due 2028 (Trading Symbol: NEWTI)
  • 8.50% Notes due 2029 (Trading Symbol: NEWTG)
  • 8.625% Notes due 2029 (Trading Symbol: NEWTH)
  • 8.50% Notes due 2031 (Trading Symbol: NEWTO)
  • Depositary Shares, each representing a 1/40th interest in a share of 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (Trading Symbol: NEWTP)
• Listing: All securities are approved or will be listed on the Nasdaq Global Market, ensuring liquidity and visibility for investors.
• Registration: The securities will be issued under the company’s shelf registration statement on Form S-3 (File No. 333-269452).
• Use of Proceeds: Net proceeds from the sale of these securities will be used as described under “Use of Proceeds” in the prospectus, providing the company with additional capital for corporate purposes.
• Legal and Regulatory Clearance: The company has received legal opinions confirming the valid issuance and enforceability of the securities. No further action is required to list the securities on Nasdaq.
• No Material Adverse Change: There has been no material adverse change in the company’s financial condition since its most recent financial statements, and no significant undisclosed liabilities or legal proceedings have been identified.
• Indemnification: The agreement contains customary indemnification provisions for the company and the placement agents.

Investor Implications and Price Sensitivity

• Capital Raising: The ability to issue up to \$100 million in new debt and preferred securities is a significant move for NewtekOne, Inc., as it strengthens the company’s balance sheet and provides additional flexibility to pursue growth strategies and manage liabilities.
• Potential Dilution and Leverage: The issuance of new debt and preferred equity may impact existing shareholders by increasing leverage, altering capital structure, and possibly diluting earnings per share, especially if the preferred shares are converted or additional common equity is issued in the future.
• Interest and Dividend Commitments: The new notes and preferred shares carry substantial fixed interest and dividend rates (ranging from 8.00% to 8.625%), which signal both attractive yield to investors and higher fixed obligations for the company.
• Market Activity: The at-the-market nature of the agreement allows the company to sell securities opportunistically, potentially leading to near-term fluctuations in trading volume and price, especially in the associated tickers (NEWTI, NEWTG, NEWTH, NEWTO, NEWTP).
• Regulatory and Disclosure Compliance: The company is committed to timely filing of all required reports and earnings statements, and has implemented controls to ensure financial and operational transparency. This provides reassurance of ongoing compliance and risk management.
• No Emerging Growth Company Status: NewtekOne, Inc. is not an emerging growth company under SEC definitions, so it is subject to the full range of public company reporting and compliance requirements.
• No Unregistered Offer: The 8-K filing clarifies that this does not constitute an offer to sell or buy securities in any jurisdiction where such an offer would be unlawful, emphasizing regulatory compliance.

Other Noteworthy Details

• Management Sign-off: The agreement and associated filings are signed by Barry Sloane, CEO, President, and Chairman of NewtekOne, Inc., providing executive-level endorsement.
• Legal Opinions: Opinions from in-house and external counsel confirm that the company has the legal authority to issue the securities and that all necessary corporate actions and regulatory approvals are in place.
• Risk Disclosures: The agreement contains extensive representations and warranties regarding the company’s financial position, corporate structure, compliance with laws, and absence of pending material litigation, which mitigate legal and operational risks for investors.

Conclusion

The announcement of this Securities Distribution Agreement is a significant event for NewtekOne, Inc. and its shareholders. By enabling the company to raise up to \$100 million in new capital via debt and preferred securities, NewtekOne is positioning itself for future growth and enhanced financial flexibility. However, investors should closely monitor subsequent issuances under this program, as they may affect the company’s leverage, cost of capital, and share price. The substantial interest and dividend obligations associated with these securities, while attractive to yield-seeking investors, also represent fixed financial commitments that may impact future profitability.

Disclaimer: This article is a summary and analysis of NewtekOne, Inc.’s Form 8-K and accompanying exhibits as filed with the SEC on March 18, 2026. It is provided for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with a qualified financial advisor before making any investment decisions. The information herein is believed to be accurate as of the date of publication, but no warranty is made as to its completeness or accuracy.

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