NewtekOne Inc美股招股说明书(2025-08-15版)

NewtekOne, Inc., a Maryland corporation (“NewtekOne” or the “Company”), is offering to sell 2,000,000 depositary shares,each representing a 1/40th ownership interest in a share of 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,Series B, with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share) of the Company (the “PreferredStock”). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to allproportional rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). You mustexercise such rights through the depositary. The Company will pay dividends on the Preferred Stock when, as and if declared by the Company’s board of directors (the“Board”) or a duly authorized committee of the Board and to the extent that the Company has lawfully available funds to paydividends. Dividends will accrue on the liquidation preference of the Preferred Stock (i) from and including the original issuance dateto, but excluding, October 1, 2030 (the “First Reset Date”), at a fixed rate equal to 8.500% per annum, and (ii) from and including theFirst Reset Date, during each reset period, at a rate per annum equal to the five-year treasury rate as of the most recent reset dividenddetermination date (as described herein) plus 4.735%. Dividends will be payable in arrears on January 1, April 1, July 1 and October 1of each year, beginning on October 1, 2025. Dividends on the Preferred Stock will not be cumulative. If for any reason the Board or a duly authorized committee of theBoard does not declare a dividend on the Preferred Stock in respect of a dividend period (as defined herein), then no dividend will bedeemed to have accrued for such dividend period or be payable, and the Company will have no obligation to pay any dividend for suchdividend period to any holder of the Preferred Stock, including the depositary, and no related distribution will be made on thedepositary shares, whether or not the Board or a duly authorized committee of the Board declares a dividend on the Preferred Stock forany future dividend period. Payment of dividends on the Preferred Stock is subject to certain legal, regulatory and other restrictions asdescribed elsewhere in this prospectus supplement. The Company may, at the Company’s option, redeem the Preferred Stock, (i) in whole or in part, from time to time, on anydividend payment date on or after the First Reset Date, or (ii) in whole but not in part, at any time within 90 days following a“regulatory capital treatment event” (as defined herein), in each case, at a redemption price equal to $1,000 per share of PreferredStock (equivalent to $25.00 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclareddividends to, but excluding, the redemption date. If the Company redeems the Preferred Stock, the depositary will redeem aproportionate number of depositary shares. The Preferred Stock will not have any voting rights, except as described in this prospectussupplement. Prior to this offering, there has been no public market for the depositary shares. The Company intends to apply to list thedepositary shares on The Nasdaq Global Market (“Nasdaq”) under the symbol “NEWTP.” If the application is approved, the Companyexpects trading of the depositary shares on The Nasdaq to begin within the 30-day period after the initial delivery of the depositaryshares. Investing in the depositary shares involves risks. See “Risk Factors” beginning on page 14 of this prospectussupplement and the other risk factors contained in the Company’s Annual Report on Form 10-K, incorporated by referenceherein, for a discussion on certain risks that you should consider in connection with an investment in the depositary shares. None of the Securities and Exchange Commission, any state securities commission, the Board of Governors of theFederal Reserve System or the Office of the Comptroller of the Currency has approved or disapproved of the depositaryshares nor have any of the foregoing authorities determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The depositary shares are not savings accounts, deposits or other obligations of any of the Company’s bank or non-bank subsidiaries and are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmentagency or insurer. Neither the Company nor the underwriters have authorized any other person to provide you with any informationother than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in anyfree writing prospectus that the Company prepares or distributes. Neither the Company nor the underwriters take anyresponsibility for, or provide any assurance as to the reliability of, any other information that others may give you. The Com