NewtekOne 公司完成债务交换，发行新债券替代旧债券

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

October 21, 2026

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 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 October 19, 2026, NewtekOne, Inc. (the “Company”) entered into Note Exchange Agreements (the “Agreements”) with holders of $24.0 million of the Company's 8.125% Senior Notes due 2027 (the “Senior Notes”). Pursuant to the Agreements, the Company and holders of the Senior Notes agreed to exchange (the “Exchange”) the Senior Notes of each such holder for $24.0 million of the Company’s newly issued 8.125% Fixed Rate Senior Notes due February 1, 2029 (the “New Senior Notes”). The New Senior Notes will pay interest at the rate of 8.125% per annum, payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, beginning November 1, 2026, and will mature on February 1, 2029. The New Senior Notes are subject to redemption in whole but not in part at any time, at the option of the Company, (i) on or after February 1, 2028, at a redemption price equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but excluding, the redemption date or (ii) prior to February 1, 2028, at a redemption price equal to 100% of the outstanding principal amount being redeemed plus any accrued but unpaid interest, to but excluding February 1, 2028, in each case upon giving not less than ten (10), but not more than sixty (60) days’ notice to the holder of the New Senior Notes. The Exchange became effective on October 20, 2026. It is expected that the remaining $26.0 million aggregate principal amount of Senior Notes outstanding will be repaid on the February 1, 2027 maturity date. 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 New 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.