SEC Form 8-A12B filed by NewtekOne Inc. 8.625% Fixed Rate Senior Notes due 2029
$NEWTH
Major Banks
Finance
As filed with the Securities and Exchange Commission on August 21, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
NEWTEKONE, INC.
(Exact Name of Registrant as specified in its charter)
| Maryland | 46-3755188 | |||||||
(State or other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
4800 T Rex Avenue, Suite 120 Boca Raton, Florida | 33431 | |||||||
| (Address of principal executive office) | (Zip Code) | |||||||
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |||||||
Depositary Shares, Each Representing a 1/40th Interest in a Share of 8.500% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B | The Nasdaq Stock Market LLC | |||||||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (c), check the following box. ☐
Securities Act registration statement file number to which this form relates (if applicable): 333-269452
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
The class of securities to be registered hereby are depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of 8.500% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.02 per share, with a liquidation preference of $1,000 per share ($25.00 per Depositary Share) (the “Series B Preferred Stock”), of NewtekOne, Inc., a Maryland corporation (the “Company”).
The descriptions of the Depositary Shares and the underlying shares of Series B Preferred Stock are incorporated herein by reference to the descriptions included under the captions “Description of Depositary Shares” and “Description of Preferred Stock,” respectively, in the Prospectus Supplement dated August 13, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the Prospectus dated July 27, 2023, included in the Company’s registration statement on Form S-3 (File No. 333-269452) filed with the SEC, as amended, which was declared effective by the SEC on July 27, 2023. The Depositary Shares are expected to be listed on The Nasdaq Global Market.
Item 2. Exhibits.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
NEWTEKONE, INC. | ||||||||
By: | /s/ Barry Sloane | |||||||
Name: | Barry Sloane | |||||||
Title: | Chairman and Chief Executive Officer | |||||||
Date: August 21, 2025