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 January 28, 2026
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 | |||||||
| 8.50% Fixed Rate Senior Notes due 2031 | 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.
This Form 8-A is being filed in connection with the listing of the 8.50% Fixed Rate Senior Notes due 2031 (the “Notes”) of NewtekOne, Inc. (the “Registrant”). A description of the Notes is contained in a prospectus dated December 1, 2025 (the “Prospectus”), included in the Registrant’s registration statement on Form S-4 (File No. 333-291615) filed with the Securities and Exchange Commission, which was declared effective on November 28, 2025. The description of the Notes set forth under the heading “Description of the New Notes,” in the Prospectus is incorporated herein by reference and made part of this registration statement in its entirety.
Item 2. Exhibits.
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 3.6 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | Form of 8.50% Fixed Rate Senior Notes due 2031 (included as part of Exhibit 4.5). | |||||||
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: January 28, 2026