UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 30, 2024
Date of Report (date of Earliest Event Reported)
NEWTEKONE, INC.
(Exact Name of Company as Specified in its Charter)
| Maryland | 814-01035 | 46-3755188 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
4800 T Rex Avenue, Suite 120, Boca Raton, Florida 33431
(Address of principal executive offices and zip code)
(212) 356-9500
(Company’s telephone number, including area code)
(Former name or former address, if changed from last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.02 per share | NEWT | Nasdaq Global Market LLC | ||||||||||||
| 5.75% Notes due 2024 | NEWTL | Nasdaq Global Market LLC | ||||||||||||
| 5.50% Notes due 2026 | NEWTZ | Nasdaq Global Market LLC | ||||||||||||
| 8.00% Notes due 2028 | NEWTI | Nasdaq Global Market LLC | ||||||||||||
| 8.50% Notes due 2029 | NEWTG | Nasdaq Global Market LLC | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2024, NewtekOne, Inc. (the “Company”) renewed, for an additional one-year term, the employment agreement (the “Employment Agreement”) entered into with executive officer M. Scott Price, the Company's Executive Vice President and Chief Financial Officer and Newtek Bank, N.A.'s, Chief Financial Officer, effective May 15, 2024. In connection with such renewal of the Employment Agreement, Mr. Price will continue to receive his current compensation and participate in other benefits. In addition, the Company entered into a change in control agreement with Mr. Price (the “Change in Control Agreement”), which provides for a severance payment equal to 1.15 times Mr. Price's annual base compensation in effect at the time of termination, in the event of a Qualifying Termination (as defined in the Change of Control Agreement) within the twelve months following a Change of Control (as defined in the Change of Control Agreements).
The foregoing description of the terms of the Employment Agreement and Change and Control Agreement does not purport to be complete and is qualified in its entirety by the terms of the Employment Agreement, which will be filed as an exhibit in the Company’s next Quarterly Report on Form 10-Q, and the terms of the Change of Control Agreement, a form of which has been filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ending December 31, 2023.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWTEKONE, INC. | ||||||||
| Date: May 30, 2024 | By: | /S/ BARRY SLOANE | ||||||
| Barry Sloane | ||||||||
| Chief Executive Officer, President and Chairman of the Board | ||||||||