8-K: NewtekOne Expands At-The-Market Equity Offering to 5 Million Shares, Adds New Placement Agents

NewtekOne, Inc. has amended and restated its equity distribution agreement, increasing the number of common shares available for sale through its at-the-market offering from 3 million to 5 million and expanding its network of placement agents.

Summary

• NewtekOne, Inc. (NEWT) entered into an Amended and Restated Equity Distribution Agreement on June 6, 2025, with several placement agents.
• This agreement amends and restates the previous Equity Distribution Agreement dated November 17, 2023.
• The total number of common stock shares available for offer and sale under the program has been increased from 3,000,000 to 5,000,000, inclusive of 1,100,000 shares already sold under the prior agreement.
• The company added five new placement agents: Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, Lucid Capital Markets, LLC, Roth Capital Partners, LLC, and Hovde Group, LLC, joining the original six agents.
• Shares will be offered and sold from time to time through 'at the market offerings' on the Nasdaq Global Market, through market makers, or in privately negotiated transactions.
• The placement agents will receive a compensation equal to 2.00% of the gross proceeds from the sales of Securities.
• Settlement for sales of Placement Securities will occur on the first Trading Day following the date on which such sales are made.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While there's potential for dilution, the expansion of the ATM program provides NewtekOne with enhanced financial flexibility and broader access to capital markets, which is generally viewed favorably for growth and operational stability.

Positives

• Increased flexibility for NewtekOne to raise capital as needed through an expanded at-the-market equity program.
• Addition of five new placement agents broadens the distribution network and potentially enhances the efficiency of share sales.
• The 'at the market' structure allows the company to issue shares opportunistically based on market conditions, minimizing immediate dilution impact compared to a large block offering.

Negatives

• The increase in authorized shares for sale from 3 million to 5 million (an additional 2 million shares) represents potential future dilution for existing shareholders.
• The actual amount and timing of capital raised, and thus the extent of dilution, will depend on market conditions and the company's discretion, introducing uncertainty.

Risks

• **Dilution Risk**: The sale of up to 5,000,000 shares of common stock could dilute the ownership percentage of existing shareholders.
• **Market Price Volatility**: The 'at the market' nature of the offering means that the price at which shares are sold will fluctuate with the market price of the common stock, potentially impacting the proceeds received by the company.
• **Execution Risk**: There is no assurance that the placement agents will be successful in selling all or any of the Placement Securities, which could limit the company's ability to raise desired capital.
• **Regulatory Compliance**: Ongoing compliance with SEC and Nasdaq Stock Market rules is required for the program to continue, and any non-compliance could lead to suspension or termination of the offering.

Future Outlook

The company intends to apply the net proceeds from the sale of securities as described under the 'Use of Proceeds' caption in the Prospectus, indicating a general intention to use the funds for corporate purposes without specific details in this filing. The program provides ongoing capital raising flexibility.

Management Comments

• Barry Sloane, Chief Executive Officer, President and Chairman of the Board, signed the report on behalf of NewtekOne, Inc.

Industry Context

At-the-market (ATM) equity offerings are a common and flexible capital raising tool for publicly traded companies, particularly those with established market presence and a need for ongoing, opportunistic funding. This expansion aligns with a broader trend of companies seeking efficient ways to access capital without the significant upfront costs and market disruption associated with traditional underwritten offerings. For a bank holding company like NewtekOne, maintaining capital adequacy and flexibility is crucial for growth and regulatory compliance.

Comparison to Industry Standards

• The 2.00% compensation rate for placement agents is within the typical range for ATM offerings, which can vary based on market conditions, company size, and offering complexity, generally falling between 1% and 3% of gross proceeds.
• The use of multiple placement agents (now 11 in total) is a common strategy to maximize distribution reach and leverage diverse institutional relationships, a practice seen across various industries for large-scale ATM programs.
• The structure of the ATM offering, allowing sales directly on the Nasdaq Global Market or through market makers, is standard for such programs, providing flexibility in execution.

Stakeholder Impact

• **Shareholders**: Potential for dilution due to the increased number of shares available for sale, which could impact earnings per share and ownership percentage. However, the capital raised could support growth initiatives, potentially benefiting long-term shareholder value.
• **Company (NewtekOne)**: Enhanced financial flexibility to fund operations, strategic initiatives, or maintain capital adequacy without the immediate pressure of a large, single offering. Broader access to capital markets through more placement agents.

Next Steps

• The company may offer and sell the additional 2,000,000 shares of common stock from time to time through the expanded network of placement agents.
• The company will continue to file required reports under the Exchange Act and disclose sales made through the ATM program in its quarterly and annual reports.

Key Dates

Keywords

Equity Distribution Agreement, At-The-Market Offering, ATM, Common Stock, Capital Raise, Share Dilution, Placement Agents, SEC Filing, Nasdaq Global Market, NEWT, Financial Services