Form 4: NewtekOne Executive Granted Restricted Stock Award

Peter Mathison Downs, President of Newtek Bank and a Director at NewtekOne, Inc., received 2,696 restricted shares of common stock valued at $13.91 per share, vesting over two years.

Summary

• Peter Mathison Downs, a Director and President of Newtek Bank at NewtekOne, Inc. (NEWT), was granted 2,696 restricted shares of common stock.
• The transaction occurred on January 14, 2026, with the shares valued at $13.91 each at the time of grant.
• The award was made under the Shareholder and Board approved NewtekOne, Inc. 2023 Stock Incentive Plan.
• The shares will vest 100% after twenty-four (24) months from the grant date.
• Dividends in the form of common stock will be paid during the restricted period and will vest according to the same schedule.
• Following this transaction, Mr. Downs beneficially owns 86,756 shares of common stock.

Sentiment

Score: 6

Explanation: The grant of restricted stock to a key executive is a positive for aligning management incentives with shareholder interests, though it's a routine compensation event rather than a significant operational or financial announcement.

Positives

• Aligns management interests with shareholder interests through equity ownership.
• Provides a long-term incentive for the executive to contribute to the company's performance.
• The grant is part of a shareholder and board-approved stock incentive plan, indicating structured compensation practices.

Negatives

• Potential for minor dilution of existing shareholder equity, although typical for stock incentive plans.
• The value of the award is subject to future stock price performance, introducing market risk for the executive.

Risks

• The value of the restricted stock award is subject to the future market price of NewtekOne, Inc. common stock.
• The shares are subject to a 24-month vesting period, meaning the executive must remain employed and meet conditions for the award to fully materialize.

Future Outlook

The restricted stock award, with its 24-month vesting schedule, serves as a forward-looking incentive for Peter Mathison Downs, aligning his future performance with the company's long-term success and shareholder value creation.

Management Comments

• On January 14, 2026, under the Shareholder and Board approved NewtekOne, Inc. 2023 Stock Incentive Plan, the reporting person was granted 2,696 restricted shares of the Issuer's common stock as a restricted stock award with 100% of the shares vesting after twenty-four (24) months.
• Dividends in the form of common stock will be paid during the restricted period, and such common stock will also vest pursuant to the vesting schedule.

Industry Context

Stock incentive plans and restricted stock awards are common practices in the financial services industry and broader corporate landscape to attract, retain, and motivate key executives. These awards are designed to align executive compensation with long-term company performance and shareholder interests, a standard approach across publicly traded companies.

Comparison to Industry Standards

• The use of a shareholder and board-approved stock incentive plan (NewtekOne, Inc. 2023 Stock Incentive Plan) is a standard corporate governance practice for executive compensation, comparable to plans at other financial institutions and public companies.
• Restricted stock awards with multi-year vesting schedules are a common mechanism for executive retention and performance alignment, similar to those observed at peers like JPMorgan Chase & Co. or Bank of America, which also utilize equity-based compensation to incentivize their leadership.
• The payment of dividends on unvested restricted stock, which then vest with the underlying shares, is also a common feature in many corporate equity compensation plans, ensuring executives benefit from shareholder returns during the vesting period.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor potential for dilution from the issuance of new shares, but also benefits from increased management alignment and incentive for long-term performance.
• Employees: Reflects the company's use of equity-based compensation, which can be a positive for attracting and retaining talent within the organization.

Next Steps

• The granted shares will vest 100% after 24 months from the grant date of January 14, 2026.
• Dividends paid on these shares will also vest according to the same schedule.

Key Dates

Recommendation

This Form 4 filing details a routine restricted stock grant to an executive as part of their compensation package. While it aligns management interests with shareholders, it does not present new fundamental information or a change in the company's operational or financial outlook that would warrant a change in investment recommendation. It is an expected part of executive compensation.

Keywords

NewtekOne, NEWT, Form 4, insider transaction, restricted stock, stock award, executive compensation, Peter Mathison Downs, corporate governance, equity incentive