Terms

Series

Series B Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Rate Type

Fixed To Floating

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

October 1, 2030

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Debt Obligations And Non-Equity Claims Of Newtekone, All Liabilities Of Subsidiary Newtek Bank (Structural Subordination); Pari Passu With: Series A Convertible Preferred Stock, Any Future Parity Stock; Senior To: Common Stock, Junior Stock (Any Future Capital Stock Not Expressly Pari Passu Or Senior)

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.025

Prospectus Summary

NewtekOne, Inc. (Nasdaq: NEWTP upon listing), a Maryland-based financial holding company, is offering depositary shares each representing a 1/40th interest in a share of its Series B Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, with a $25.00 liquidation preference per depositary share ($1,000 per underlying preferred share). The coupon is fixed at a to-be-determined rate through October 1, 2030, then resets every five years to the prevailing 5-year Treasury rate plus a fixed spread. Dividends are non-cumulative: if the Board chooses not to declare a dividend for any period, holders have no right to receive it later, making income less predictable than on cumulative issues. As a holding company issue, the Series B sits structurally subordinate to all debt and obligations of Newtek Bank, N.A. (the principal operating subsidiary regulated by the OCC) — holders have no direct claim on bank assets. At the HoldCo level, the preferred ranks senior to common stock and junior to all existing and future indebtedness (including ~$551M of long-term debt as of June 30, 2025). It ranks pari passu with the existing Series A Convertible Preferred Stock. A regulatory capital treatment event call exists: if a change in law or official interpretation causes the stock to lose its additional Tier 1 capital status, NewtekOne may redeem all shares within 90 days at $25.00 plus declared and unpaid dividends — this protects the issuer's capital structure flexibility but exposes investors to reinvestment risk at an inopportune time. At the $25.00 offering price, the effective yield equals the stated coupon (rate TBD at pricing), paid quarterly on January 1, April 1, July 1, and October 1, beginning October 1, 2025. Dividends on this C-corporation issuer's preferred stock are generally eligible for the 15%/20% qualified dividend income (QDI) rate for individual holders and the dividends-received deduction (DRD) for corporate holders, subject to NewtekOne having sufficient current or accumulated earnings and profits; the prospectus flags that future earnings shortfalls could impair DRD eligibility. The dividend stopper provision prevents NewtekOne from paying dividends on common or repurchasing junior/parity securities unless the prior quarter's full Series B dividend has been declared and paid, providing a modest but imperfect protection against income interruption.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If NewtekOne has not paid full dividends on the Series B Preferred Stock for the most recent dividend period, it cannot pay dividends on or repurchase common stock or other junior securities, and cannot repurchase parity preferred stock; any partial dividend payments to parity preferred holders must be made pro rata with the Series B.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 52 (Average)