NewtekOne, Inc. Commences Exchange Offer for 2026 Notes

BOCA RATON, Fla., Dec. 01, 2025 (GLOBE NEWSWIRE) -- NewtekOne, Inc. (“NewtekOne” or “Company”) (NASDAQ: NEWT) today announced the commencement of an offer to exchange (the “Exchange Offer”) any and all of its outstanding 5.50% Notes due 2026 (the “Old Notes”) for an equal principal amount of newly issued 8.50% Fixed Rate Senior Notes due 2031 (the “New Notes”). The Exchange Offer is being made pursuant to a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”).

As of December 1, 2025, $95.0 million aggregate principal amount of the Old Notes was outstanding. Each $25 principal amount of Old Notes validly tendered and not validly withdrawn will be exchanged for $25 principal amount of New Notes. Holders whose Old Notes are accepted for exchange will also receive a cash payment for accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date (as defined below).

The New Notes will mature on February 1, 2031 and bear interest at 8.50% per annum, payable quarterly on February 1, May 1, August 1 and November 1 of each year, beginning February 1, 2026. The New Notes will be the senior unsecured obligations of NewtekOne. NewtekOne intends to list the New Notes on Nasdaq within 30 days of the Settlement Date under the trading symbol “NEWTO.”

The Exchange Offer will expire at 5:00 p.m., New York City time, on January 9, 2026, unless extended or earlier terminated (the “Expiration Date”). The New Notes will be issued promptly after the Expiration Date and acceptance of the Old Notes (the “Settlement Date”). Holders may withdraw tenders of Old Notes at any time prior to the Expiration Date.

Consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of certain conditions, including that at least 10% of the aggregate principal amount of Old Notes be validly tendered and not validly withdrawn. The Company may, in its sole discretion, waive any condition to the Exchange Offer, other than the effectiveness of the registration statement.

The purpose of the Exchange Offer is to provide existing holders of the Old Notes, which mature on February 1, 2026, with an opportunity to continue holding NewtekOne senior notes following the approaching maturity of the Old Notes. It is expected that Old Notes not exchanged will be repaid by the Company on the February 1, 2026 maturity date.

Exchange Agent, Information Agent and Dealer Manager

U.S. Bank Trust Company, National Association is serving as the Exchange Agent for the Exchange Offer. Alliance Advisors is serving as Information Agent for the Exchange Offer. Lucid Capital Markets, LLC is serving as the Dealer Manager for the Exchange Offer.

Requests for assistance, additional copies of the prospectus or the letter of transmittal, or questions regarding the procedures for tendering Old Notes should be directed to the Information Agent or the Exchange Agent using the contact information provided in the prospectus.

Important Information

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell any Old Notes or New Notes. The Exchange Offer is being made only pursuant to the Exchange Offer prospectus, which is being distributed to holders of the Old Notes and has been filed with the SEC as part of the Company’s Registration Statement on Form S-4 (File No. 333-291615), which was declared effective on November 28, 2025. The Exchange Offer

Copies of the prospectus and the other Exchange Offer documents may be obtained from the Information Agent:

Alliance Advisors

The Overlook Corporate Center

150 Clove Road Suite 400

Little Falls Township, NJ 07424

Attn: Tyler Herka

Telephone: 1-855-206-1406

Email:

Holders of Old Notes should read the prospectus and related documents carefully before making any decision regarding the Exchange Offer as it contains important information about the Exchange Offer, the Old Notes and the New Notes, including certain material differences in the terms and the rights of holders of the Old Notes as compared to the New Notes.

About NewtekOne, Inc.

, Your Business Solutions Company^®, is a financial holding company, which along with its bank and non-bank consolidated subsidiaries (collectively, “NewtekOne”), provides a wide range of business and financial solutions under the Newtek^® brand to independent business owners. Since 1999, NewtekOne has provided state-of-the-art, cost-efficient products and services and efficient business strategies to independent business owners across all 50 states to help them grow their sales, control their expenses, and reduce their risk.

NewtekOne’s and its subsidiaries’ business and financial solutions include: and . In addition, NewtekOne offers its clients the (Cloud Computing, Data Backup, Storage and Retrieval, IT Consulting and Web Services) provided by Intelligent Protection Management Corp. (IPM.com)

, , , Your Business Solutions Company^®, One Solution for All Your Business Needs^® and Newtek Advantage^® are registered trademarks of NewtekOne, Inc.

Note Regarding Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995 are based on the current beliefs and expectations of NewtekOne's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. See “Note Regarding Forward-Looking Statements” and the sections entitled “Risk Factors” in our filings with the Securities and Exchange Commission which are available on NewtekOne's website (/sec-filings) and on the Securities and Exchange Commission’s website (). Any forward-looking statements made by or on behalf of NewtekOne speak only as to the date they are made, and NewtekOne does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

SOURCE: NewtekOne, Inc.

Investor Relations & Public Relations

Contact: Bryce Rowe

Telephone: (212) 273-8292 /