What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-17 · 869 added, 771 removed, 2005 unchanged (45% of the section changed)

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Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting:

There were no changes in the Company’s internal control over financial reporting during the annual ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(b) Management’s Report on Internal Control over Financial Reporting

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Based on this evaluation, our management concluded that our internal control over financial reporting (“ICFR”) was effective at December 31, 2025.

Remediation of Previously Reported Material Weaknesses

As disclosed in Part II - Item 9A.

of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, management identified material weaknesses in ICFR related to Significant Unusual Transactions, SOX Governance, Knowledge, Skills, and Experience of Staff, Information Technology General Controls, Management Review Controls, Completeness and Accuracy of Information Produced by the Entity, NTS System Conversion, and NTS Revenue Cycle.

Throughout the year ended December 31, 2024, our management executed upon its previously disclosed remediation plan, which was executed with elevated supervision and oversight of the Audit Committee.

• Significant Unusual Transactions – this material weakness relates to the acquisition of National Bank of New York City and the resulting conversion to a financial holding company.

This material weakness was remediated as controls were designed and implemented where the Chief Accounting Officer reviews with the identification, accounting, and disclosure of Significant Unusual Transactions;

more specifically these controls addressed the accounting for goodwill and intangibles, net deferred tax assets, income taxes receivable, income tax expense, additional paid in capital, non-interest income and expense, and EPS.

• SOX Governance Program – this material weakness relates to the compliance and heightened standards required of an SEC registrant under SOX 404.

This material weakness was remediated as management established a SOX Governance Program including policies and procedures, along with a management level SOX Steering Committee.

• Knowledge, Skills, and Experience of staff – this material weakness relates to the experience of company staff being comprised of individuals without the requisite public company and ICFR experience.

This Material Weakness was remediated as management engaged an external consulting firm to test the design and operating effectiveness of ICFR and key hires were made throughout the control environment including six Certified Public Accountants with ICFR experience.

• Information Technology General Controls / NTS System Conversion – this material weakness relates to deficiencies identified in all aspects of ITGC including logical access and change management.

These Material Weaknesses were remediated as management updated and enhanced the IT policies and relevant internal controls to consider and address ITGCs including access security and change management;

limited elevated access profiles in financially relevant IT systems and software to appropriate personnel;

developed and enhanced access administration controls over provisioning, deprovisioning, and user access reviews;

and enhanced the design of controls over change management and IT operations controls.

• Management Review Controls – this material weakness relates to deficiencies in the design and operating effectiveness of management review controls including documentation and level of precision.

This material weakness was remediated by redesigning the existing ICFR to enhance management’s documentation supporting all elements of management’s review and the precision in which the controls are designed to operate and provided training to control owners and relevant personnel to understand the components of a management review control and documentation expectations.

• Completeness and Accuracy of Information Produced by the Entity (“IPE”) – this material weakness specifically relates to control gaps identified related to the completeness and accuracy of system reports utilized in the execution of key controls.

This material weakness was remediated by redesigning existing ICFR to enhance management’s control steps to ascertain the completeness and accuracy of IPE when utilized in the execution of a key control.

Further, training was provided to control owners and relevant personnel to understand the concept of IPE and documentation requirements for the completeness and accuracy of system reports.

• NTS Revenue Cycle – this material weakness relates to controls over revenue recognition.

This material weakness was remediated by redesigning the existing ICFR related to the existence and accuracy of material revenue streams generated from NTS, as well as revenue recognition in accordance with ASC 606.

More specifically, these controls covered other assets, retained earnings, technology services expense, and technology and IT support income.

Based upon testing of the design and operating effectiveness of the re-designed control environment during the year ended December 31, 2024, management found them to be designed and operating effectively.

As a result, management has concluded that the material weaknesses in ICFR have been remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

Other than the remediation of the material weaknesses described above, there were no changes in our ICFR (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our ICFR.

Limitations on Effectiveness of Controls and Procedures

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The Company’s independent registered public accounting firm, RSM US LLP, has issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in its report, which appears below under the heading “Report of Independent Registered Public Accounting Firm.”

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of NewtekOne Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited NewtekOne Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements and our report dated March 17, 2025, expressed an unqualified opinion.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Hartford, Connecticut

March 17, 2025

OTHER INFORMATION.

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333-191499) filed on November 3, 2014, and incorporated by reference herein).

Amended Bylaws of NewtekOne, Inc.

( Incorporated by reference to Exhibit 99.1 of NewtekOne, Inc.''s Current Report on Form 8-K, filed January 24, 2023 ).

Amended Bylaws of NewtekOne, Inc ., filed herewith.

Newtek Conventional Lending II, LLC Limited Liability Company Agreement (Incorporated by reference to Exhibit 3.3 to Newtek’s Form 10-Q for the quarter ended March 31, 2021 (File No.

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333-224976, filed July 29, 2019).

Form of Global Note with respect to the 5.75% Notes due 2024 (Incorporated by reference to Exhibit d.

9 to Newtek’s Post-Effective Amendment No.

Form of Global Note with respect to the 5.75% Notes due 2024 (Incorporated by reference to Exhibit d.9 to Newtek’s Post-Effective Amendment No.

7 to its Registration Statement on Form N-2, No.

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Amendment to Employment Agreement by and between NewtekOne, Inc.

and Barry Slo ane dated as of January 1 , 202 5 (incorporated by reference to Item 5.02 to Newtek’s Current Report on Form 8-K (File No.

001-36742), filed J anuary 3, 2025) .

and Barry Sloane dated as of January 1, 2025 (incorporated by reference to Item 5.02 to Newtek’s Current Report on Form 8-K (File No.

001-36742), filed January 3, 2025).

Code of Ethics (Previously filed in connection with Pre-Effective Amendment No.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.

NewtekOne Clawback Polic y (incorporated by reference to Exhibit 97.1 to Newtek’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

NewtekOne Clawback Policy (incorporated by reference to Exhibit 97.1 to Newtek’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

001-36742), filed April 1, 2024).

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March 10, 2026 By:

S COTT P RICE

Chief Financial Officer

(Principal Financial Officer)

March 17, 2025 By:

/ S / F RANK D E M ARIA

Frank DeMaria

Chief Accounting Officer

(Principal Accounting Officer)

/ S / F RANK M.

Executive Vice President, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/ S / B ARRY S LOANE

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) March 17, 2025

S COTT P RICE

Chief Financial Officer

(Principal Financial Officer)

March 17, 2025

/ S / F RANK D E M ARIA

Chief Accounting Officer

(Principal Accounting Officer)

March 17, 2025

Frank DeMaria

/S/ BARRY SLOANE Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) March 10, 2026

DEMARIA Executive Vice President, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) March 10, 2026

/S/ RICHARD SALUTE Director March 10, 2026

Richard Salute

/S/ SALVATORE MULIA Director March 17, 2025

Salvatore Mulia

/S/ GREGORY ZINK Director March 10, 2026

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Halli Razon-Feingold

/S/ THOMAS CESTARE Director March 10, 2026

Thomas Cestare

NEWTEKONE, INC.

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Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 20 23

Consolidated Statements of Changes in Changes in Shareholders’ Equity for the years ended December 31, 202 4 , 202 3 and 202 2

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 20 23

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We have audited the accompanying consolidated statements of financial condition of NewtekOne, Inc.

and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of loans held for sale and loans held for investment, measured at fair value — Accrual and Non-accrual loans

As described in Notes 2, 5, and 10 to the consolidated financial statements, the Company has loans held for sale and loans held for investment, which are measured at fair value using unobservable inputs and assumptions, and as such the Company’s loans held for sale and loans held for investment, which are measured at fair value as of December 31, 2024 are classified as level 3 within the fair value hierarchy as described in Note 10.

Valuation of level 3 loans held for sale and loans held for investment, measured at fair value

As described in Notes 2, 5, and 10 to the consolidated financial statements, the Company has loans held for sale and loans held for investment, which are measured at fair value.

With the exception of the guaranteed portion of SBA 7(a) loans held for sale at fair value, which are classified as level 2 within the fair value hierarchy, loans held for sale and loans held for investment, are measured at fair value as of December 31, 2025 and are classified as level 3 within the fair value hierarchy as they are valued using unobservable inputs and assumptions as described in Note 10.

Determining the fair value of the Level 3 loans held for sale and loans held for investment, which are measured at fair value requires management to make significant judgments about the valuation methodologies and inputs and assumptions used in the fair value calculation, including, but not limited to, historical credit losses, discounts for lack of marketability, underlying cash flows, and the impact of economic conditions.

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Our audit procedures related to the valuation of the Company’s level 3 loans held for sale and loans held for investment, which are measured at fair value included the following, among others:

• We obtained an understanding of and evaluated the methods and assumptions management uses to value the loans held for sale and loans held for investment, which are measured at fair value - accrual and non-accrual loans.

• We tested the completeness and accuracy of information used in the valuations by agreeing the total amount of schedules to the trial balance.

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Our audit procedures related to the valuation of the servicing assets included the following, among others:

• We obtained an understanding of and evaluated the methods and assumptions management uses to value the servicing assets, at fair value.

• We obtained an understanding of and evaluated the methods and assumptions management uses to value the servicing assets, at fair value and tested the design and operating effectiveness of relevant controls.

• We tested the completeness and accuracy of information used in the valuations by agreeing the total principal balance, interest rate, interest type, and maturity date of the loans sold in the schedules to the loan subledger.

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Our audit procedures related to this critical audit matter included the following, among others:

• We obtained an understanding of the relevant controls related to the model and evaluation of the establishment of the economic forecasts and qualitative factor assumptions of the allowance and tested such controls for design and operating effectiveness.

• We tested the completeness and accuracy of data used by management in determining inputs to the PD and LGD by agreeing those inputs to internal or external information sources.

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March 10, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of NewtekOne, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited NewtekOne, Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements and our report dated March 10, 2026, expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ RSM US LLP

Hartford, Connecticut

March 10, 2026

NEWTEKONE, INC.

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Cash and due from banks $ 4,196 $ 6,941

Restricted cash 28,226 30,919

Restricted cash (amounts related to VIEs of $ 6.3 million and $ 6.3 million, respectively)

26,477 28,226

Interest bearing deposits in banks 279,618 346,207

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Loans held for sale, at LCM 26,532 58,803

Loans held for investment, at fair value 369,746 469,801

Loans held for investment, at fair value (amounts related to VIEs of $ 198.4 million and $ 257.2 million, respectively)

281,198 369,746

Loans held for investment, at amortized cost, net of deferred fees and costs 896,689 621,651

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Settlement receivable 438 52,465

Joint ventures and other non-control investments, at fair value (cost of $ 44,039 and $ 38,660 ), respectively

Residuals in securitizations, at fair value 76,701 —

Joint ventures and other investments, at fair value (cost of $ 36,692 and $ 44,039 ), respectively

47,719 57,678

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Right of use assets 2,790 5,688

Deferred tax asset, net — 5,230

Servicing assets, at fair value 15,358 22,062

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Total assets $ 2,744,819 $ 2,059,912

See accompanying notes to consolidated financial statements.

NEWTEKONE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In Thousands, except for Per Share Data)

December 31, 2025 December 31, 2024

LIABILITIES AND SHAREHOLDERS’ EQUITY

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Total deposits 1,418,408 973,052

Borrowings 708,041 644,122

Borrowings (including borrowings of VIEs of $ 127.1 million and $ 186.6 million, respectively)

819,888 708,041

Dividends payable — 5,233

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Shareholders' Equity:

Preferred stock (par value $ 0.02 per share;

authorized 20 shares, 20 shares issued and outstanding)

19,738 19,738

Series A Preferred stock (par value $ 0.02 per share;

0 and 20 authorized, 0 and 20 issued and outstanding, respectively)

Series B Preferred stock (par value $ 0.02 per share;

54 and 0 authorized, 50 and 0 issued and outstanding, respectively)

Common stock (par value $ 0.02 per share;

authorized 199,980 shares, 26,291 and 24,680 shares issued and outstanding, respectively)

Additional paid-in capital 218,266 200,913

199,980 authorized, 28,658 and 26,291 issued and outstanding, respectively)

Retained earnings 94,990 57,773

Accumulated other comprehensive income (loss), net of income taxes ( 21 ) ( 148 )

Additional paid-in capital 253,830 218,266

Accumulated other comprehensive loss, net of income taxes ( 4 ) ( 21 )

Total shareholders' equity 397,570 296,282

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Year Ended December 31,

Financial Holding Company

Investment Company

2025 2024 2023

Interest income

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Loans and fees on loans 146,274 110,892 84,001

Interest from affiliates

Other interest earning assets 11,217 9,044 8,854

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Bank and FHLB borrowings 13,790 6,969 11,673

Notes payable related parties

Total interest expense 98,530 81,113 67,739

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Net gains on sales of loans 47,555 97,183 51,467

Net gain (loss) on loans under the fair value option 5,200 18,008 ( 26,504 )

Net gain on residuals in securitizations 30,015 — —

Net gain on loans under the fair value option 61,157 5,200 18,008

Technology and IT support income — 19,643 24,916

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Net income before taxes 79,977 68,692 45,373

Income tax expense (benefit) 17,839 ( 1,956 ) 6,464

Income tax expense 19,465 17,839 ( 1,956 )

Net income 60,512 50,853 47,329

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, except for Per Share Data)

(In Thousands)

Year Ended December 31,

Financial Holding Company

Investment Company

2025 2024 2023

Net income $ 60,512 $ 50,853 $ 47,329

Other comprehensive gain (loss) before tax:

Other comprehensive income (loss) before tax:

Net unrealized gain (loss) on debt securities available-for-sale during the period 11 183 ( 201 )

Other comprehensive gain (loss) before tax 183 ( 201 ) —

Income tax (benefit) expense ( 56 ) 53 —

Other comprehensive income (loss) before tax

11 183 ( 201 )

Income tax expense (benefit)

Other comprehensive income (loss) net of tax

17 127 ( 148 )

Comprehensive income $ 60,529 $ 50,980 $ 47,181

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(In Thousands, except for Per Share Data)

Common stock Preferred stock Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total equity

Preferred stock

Common stock Retained earnings Additional paid-in capital Accumulated other comprehensive income (loss), net of income taxes Total shareholders' equity

Shares Amount Shares Amount Shares Amount

Balance at December 31, 2024 20 $ 19,738 — — 26,291 $ 526 $ 57,773 $ 218,266 $ ( 21 ) $ 296,282

Stock-based compensation expense, net of forfeitures — — — — — — — 4,052 — 4,052

Dividends declared related to RSA, net of accrued dividends forfeited — — — — 27 1 ( 472 ) 472 — 1

Purchase of vested stock for employee payroll tax withholding — — — — ( 188 ) ( 2 ) — ( 2,169 ) — ( 2,171 )

Restricted stock awards, net of forfeitures — — — — ( 37 ) ( 2 ) — — — ( 2 )

Retirement of common shares — — — — ( 141 ) ( 4 ) — ( 1,484 ) — ( 1,488 )

ESPP issuances — — — — 27 — — 313 — 313

Issuance of common stock, net of offering costs — — — — 425 9 — 5,081 — 5,090

Issuance of preferred stock, net of issuance costs — — 50 48,181 ( 54 ) ( 1 ) — 1 — 48,181

Securities purchase and exchange agreement ( 20 ) ( 19,738 ) — — 2,308 46 — 29,447 — 9,755

Amortization of offering costs related to ATM Program — — — — — — — ( 149 ) — ( 149 )

Dividends declared common shares ($ 0.76 /share)

— — — — — — ( 20,488 ) — — ( 20,488 )

Dividends declared preferred shares ($ 70.69 /share)

— — — — — — ( 2,335 ) — — ( 2,335 )

Net income — — — — — — 60,512 — — 60,512

Other comprehensive income, net of tax — — — — — — — — 17 17

Balance at December 31, 2025 — $ — 50 $ 48,181 28,658 $ 573 $ 94,990 $ 253,830 $ ( 4 ) $ 397,570

See accompanying notes to consolidated financial statements.

NEWTEKONE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Thousands, except for Per Share Data)

Preferred stock

Common stock Retained earnings Additional paid-in capital Accumulated other comprehensive income (loss), net of income taxes Total shareholders' equity

Shares Amount Shares Amount

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— — — — ( 1,600 ) — — ( 1,600 )

Net income (loss) — — — — — — 50,853 50,853

Net income — — — — 50,853 — — 50,853

Other comprehensive income, net of tax — — — — — — 127 127

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(As Restated)

(In Thousands, except for Per Share Data)

Common stock Preferred stock Additional paid-in-capital Accumulated other comprehensive income (loss)

Accumulated undistributed earnings Retained earnings Total equity

Preferred stock

Common stock Retained earnings Additional paid-in capital Accumulated other comprehensive income (loss), net of income taxes Accumulated undistributed earnings Total shareholders' equity

Shares Amount Shares Amount

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Reassessment of deferred tax assets and liabilities — — — — — 19,266 — 19,266

DRIP shares issued 16 — — — 216 — — — 216

Dividend reinvestment plan shares issued — — 16 — — 216 — — 216

Stock-based compensation expense, net of forfeitures — — — — — 2,828 — — 2,828

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Thousands, except for Per Share Data)

Common stock Additional paid-in-capital Accumulated undistributed earnings Total equity

Shares Amount

Balance at December 31, 2021 24,159 $ 483 $ 367,663 $ 35,741 $ 403,887

DRIP shares issued 95 3 1,611 — 1,614

Stock-based compensation expense — — 2,511 — 2,511

Dividends Declared related to RSA — — 646 ( 646 ) —

Purchase of vested stock for employee payroll tax withholding ( 38 ) — ( 826 ) — ( 826 )

Issuance of common stock, net of offering costs 107 2 2,017 — 2,019

Restricted stock awards 286 4 ( 4 ) — —

Dividends declared common shares — — — ( 66,158 ) ( 66,158 )

RIC tax reclassification — — ( 19,375 ) 19,375 —

Net increase resulting from operations:

Net investment income — — — ( 6,476 ) ( 6,476 )

Net realized gain on investments — — — 57,346 57,346

Net unrealized depreciation on investments — — — ( 18,559 ) ( 18,559 )

Balance at December 31, 2022 24,609 $ 492 $ 354,243 $ 20,623 $ 375,358

See accompanying notes to consolidated financial statements.

NEWTEKONE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

2 unchanged sentences

2025 2024 2023

Financial Holding Company

Financial Holding Company Investment Company

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net income to net cash used in operating activities:

Net appreciation on joint ventures and other non-control investments ( 10,712 ) ( 3,219 ) —

Net unrealized appreciation on controlled investments

— — ( 24,321 )

Net (gain) loss on loans accounted for under the fair value option ( 5,200 ) ( 18,008 ) 26,504

Loan servicing asset revaluation 12,665 4,282 10,095

Net unrealized (appreciation) depreciation on derivative transactions ( 1,344 ) 699 ( 183 )

Net unrealized depreciation (appreciation) on joint ventures and other investments 4,405 ( 10,712 ) ( 3,219 )

Net gain on loans accounted for under the fair value option ( 61,157 ) ( 5,200 ) ( 18,008 )

Net gain on residuals in securitizations ( 30,015 ) — —

Net loss on loan servicing assets 16,692 12,665 4,282

Net unrealized (appreciation) depreciation on warrants and derivative transactions ( 74 ) ( 1,344 ) 699

Unrealized loss on assets classified as held for sale — 616 —

Net gain on sales of loans ( 47,555 ) ( 97,183 ) ( 51,467 )

Net accretion of premium/discount ( 836 ) ( 675 ) —

Loss on extinguishment of debt — 271 417

Amortization of deferred financing costs 4,564 4,052 2,494

Net accretion of premium/discount on debt securities available-for-sale and loans ( 1,319 ) ( 836 ) ( 675 )

Loss on extinguishment of debt, deferred financing costs expensed 158 — 271

Amortization of deferred financing costs and deferred loan fees and costs 4,396 4,564 4,052

Provision for credit losses 38,729 26,216 11,704

5 unchanged sentences

Proceeds from sale of loans held for sale 404,547 817,869 695,461

Purchase of loans held for sale — — ( 2,404 )

Sale (purchase) of loans held for sale from affiliate 140,009 ( 5,279 ) —

Sale of loans held for sale from affiliate — 140,009 ( 5,279 )

Funding of loans held for sale ( 1,062,896 ) ( 1,125,131 ) ( 783,035 )

Funding of controlled investments

— — ( 53,198 )

Funding of non-control/affiliate investment — — ( 360 )

Principal received on loans held for sale 23,128 18,898 12,235

Principal received from controlled investments

Return of investments from controlled investments

Principal received from non-control investments — ( 230 ) —

Other, net ( 1,249 ) — —

1 unchanged sentence

Settlement receivable 52,027 9,765 ( 62,230 )

Income tax payable 19 ( 4,040 ) —

Dividends receivable — — 493

Due to/from related parties ( 91 ) ( 165 ) 2,778

Other assets ( 21,104 ) ( 13,660 ) 7,432

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Accounts payable, accrued expenses and other liabilities ( 2,841 ) 6,086 ( 26,757 )

Net cash used in operating activities ( 579,241 ) ( 153,014 ) ( 169,219 )

See accompanying notes to consolidated financial statements.

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2025 2024 2023

Financial Holding Company

Financial Holding Company Investment Company

Net cash used in operating activities ( 153,014 ) ( 169,219 ) ( 62,418 )

Cash flows from investing activities:

Net decrease in loans held for investment, at fair value 66,817 29,349 —

Principal received on loans held for investment, at fair value 71,830 71,576 39,601

Repurchases of loans held for investment, at fair value ( 4,669 ) ( 4,759 ) ( 10,252 )

Net increase in loans held for investment, at cost ( 313,270 ) ( 278,539 ) ( 169,003 )

Contributions to joint ventures and other non-control investments ( 25,680 ) ( 14,550 ) —

Return of capital from joint ventures and other non-control investments 20,301 564 —

Proceeds from sale of Newtek Technology Solutions, Inc.

Asset purchase of controlling interest in NCL JV, net of cash acquired ( 10,120 ) — —

Contributions to joint ventures and other investments ( 85 ) ( 25,680 ) ( 14,550 )

Return of capital from joint ventures and other investments 14 20,301 564

Purchase of fixed assets ( 106 ) ( 439 ) ( 458 )

Net decrease (increase) in Federal Home Loan Bank and Federal Reserve Bank stock 50 ( 2,112 ) —

Sales of Federal Home Loan Bank and Federal Reserve Bank stock 361 1,071 1,330

Purchases of Federal Home Loan Bank and Federal Reserve Bank stock ( 1,010 ) ( 1,021 ) ( 3,442 )

Purchases of available-for-sale securities ( 19,937 ) ( 33,021 ) ( 28,668 )

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Cash flows from financing activities:

Net borrowings (paydowns) on bank notes payable 71,613 ( 78,663 ) 5,885

Borrowing on bank notes payable 531,200 277,240 249,017

Repayment on bank notes payable ( 353,803 ) ( 205,627 ) ( 327,680 )

Net increase in deposits 444,352 508,577 324,705

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Proceeds from preferred stock, net of offering costs 48,181 — 19,493

Net repayments under related party line of credit

Proceeds from 2025 5.00 % Notes

Securities purchase and exchange agreement 10,000 — —

Repurchase of common shares under share repurchase plan ( 1,491 ) — —

Proceeds from 2025 8.125 % Notes

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Redemption of 2024 Notes — ( 38,250 ) —

Redemption of 2025 6.85 % Notes

Maturity of 2025 5.00 % Notes

( 30,000 ) — —

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Proceeds from 2029 8.625 % Notes

Proceeds from 2030 Notes 32,000 — —

Purchase of 2029 8.50 % Notes

Payments on Notes Payable - Securitization Trusts ( 60,404 ) ( 106,992 ) ( 90,780 )

Proceeds related to residuals in securitizations 169,420 — —

Issuance of Notes Payable - Securitization Trusts — — 103,860

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Payments of deferred financing costs ( 3,056 ) ( 6,039 ) ( 4,650 )

Proceeds from common stock issued under ESPP 207 51

Proceeds from common stock issued under ESPP, net of discount 268 207 51

Purchase of vested stock for employee payroll tax withholding ( 2,171 ) ( 299 ) —

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Net cash provided by financing activities 753,450 560,897 344,974

Net increase in cash and restricted cash 198,832 3,520 ( 61,254 )

Net (decrease) increase in cash and restricted cash ( 71,083 ) 198,832 3,520

Cash and restricted cash—beginning of period (NOTE 2)

Consolidation/(deconsolidation) of cash and restricted cash from controlled investments related to business combinations and dispositions, net of cash paid ( 1,464 ) 54,880 —

Cash and restricted cash—end of period (Note 2) $ 381,374 $ 184,006 $ 125,606

381,374 184,006 125,606

See accompanying notes to consolidated financial statements.

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2025 2024 2023

Financial Holding Company

Financial Holding Company Investment Company

Consolidation/(deconsolidation) of cash and restricted cash from controlled investments related to business combinations and dispositions, net of cash paid — ( 1,464 ) 54,880

Cash and restricted cash—end of period (NOTE 2)

$ 310,291 $ 381,374 $ 184,006

Non-cash operating, investing and financing activities:

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Dividends declared but not paid during the period $ — $ 5,237 $ 4,363

IPM stock acquired $ 8,200 $ — $ —

IPM earn-out $ 2,268 $ — $ —

Loans and accrued interest acquired through asset acquisition $ 26,213 $ — $ —

Securities purchase and exchange agreement conversion $ 19,738 $ — $ —

Issuance of common shares under dividend reinvestment plan $ — $ — $ 219

Supplemental disclosure of cash flow information:

(as restated)

Interest paid $ 97,479 $ 79,192 $ 66,471

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The Company is a financial holding company that is a leading provider of business and financial solutions to independent business owners (SMBs) and provides SMBs with the following Newtek® branded business and financial solutions:

Newtek Banking, Newtek Alternative Lending, Newtek Technology, Newtek Payments, Newtek Insurance, and Newtek Payroll.

Newtek Banking, Newtek Alternative Lending, Newtek Payments, Newtek Insurance and Newtek Payroll.

NewtekOne reports on a consolidated basis the financial condition and results of operations for the following consolidated subsidiaries:

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Significant intercompany balances and transactions have been eliminated.

The Company considers a voting rights entity to be a subsidiary and consolidates it if the Company has a controlling financial interest in the entity.

The Company consolidates a subsidiary if the Company has a controlling financial interest in the entity as a result of holding a majority of the voting rights.

VIEs are consolidated if NewtekOne has the power to direct the activities of the VIE that significantly impact financial performance and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (i.e., NewtekOne is the primary beneficiary).

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The maximum potential exposure to losses relative to investments in VIEs is generally limited to the investment balance.

Refer to NOTE 4—INVESTMENTS.

As a result of the Company’s entry into the NTS Sale Agreement and its completion of the NTS Sale on January 2, 2025 , t he Company reported NTS as Held for Sale as of December 31, 2024.

See NOTE 25—SUBSEQUENT EVENTS:

In addition, as of the date of the NTS Sale, the Company has concluded that the assets, liabilities and operations of NTS do not qualify for Discontinued Operations as of December 31, 2024.

See NOTE 9—ASSETS AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE.

Reclassifications and Restatements

Certain prior period amounts, to the extent comparable, have been reclassified to conform to the current period presentation.

The supplemental disclosure of cash flow information for interest paid was restated for December 31, 2023 and 2022 as a result of the previously disclosed material weaknesses and restatements described in the 2023 Annual Report on Form 10-K.

Refer to NOTE 3—SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

On August 11, 2024, the Company entered into a definitive agreement (the “NTS Sale Agreement”) to sell NTS (the “NTS Sale”) to Paltalk, Inc.

As previously disclosed, in connection with the Acquisition and transition to a financial holding company, the Company made a commitment to the Board of Governors of the Federal Reserve System to divest or terminate the activities of NTS.

Pursuant to the NTS Sale Agreement, Paltalk agreed, at the closing of the NTS Sale, to (i) pay to the Company $ 4.0 million in cash, subject to certain purchase price adjustments (the “Cash Consideration”) and (ii) issue to the Company 4.0 million shares of a newly created series of Paltalk non-voting preferred stock, the Series A Non-Voting Common Equivalent Stock (the “Preferred Stock”) (the “Stock Consideration,” and together with the Cash Consideration, the “Closing Consideration”).

Upon the occurrence of certain specified transfers of the Preferred Stock, each transferred share of Preferred Stock will automatically convert into one share of common stock of Paltalk, subject to certain anti-dilution adjustments.

In addition to the Closing Consideration, the Company may be entitled to receive an earn-out amount of up to $ 5.0 million, payable in cash or Preferred Stock (or a combination thereof, determined in Paltalk’s discretion), based on the achievement of certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal years.

The issuance of Preferred Stock to the Company as Stock Consideration or as consideration for the earn-out, if any, will be subject to the limitation that any such issuance of Preferred Stock may not result in the Company’s equity interest in Paltalk exceeding one third of Paltalk’s “total equity,” determined in accordance with the Bank Holding Company Act of 1956, as amended, and to the extent necessary a corresponding increase in the Cash Consideration or cash paid in respect of the earn-out will be made.

Following the closing of the NTS Sale, the Company is entitled to one representative on the Paltalk board of directors.

At the closing of the NTS Sale, based on the number of shares of Paltalk common stock outstanding as of November 8, 2024, the Company’s equity interest in Paltalk represented, on an as-converted and fully-diluted basis, approximately 30.2 % of Paltalk’s total equity.

Reclassifications

Certain prior period amounts, which are normal and reoccurring in nature, to the extent comparable, have been reclassified to conform to the current period presentation.

The previous net presentation of cash flows from investing and financing activities within the consolidated statements of cash flows has been revised to reflect a gross presentation of repayments and borrowings, principal received on and repurchases of loans held for investment, purchases and redemptions of Federal Home Loan Bank stock and Federal Reserve Bank stock, contributions and return of capital on joint venture investments, as well as purchases, sales and maturities of available-for-sale securities for all comparative periods.

In addition, the supplemental disclosure of cash flow information for interest paid was restated for December 31, 2023 as previously disclosed and described in the 2023 Annual Report on Form 10-K.

These reclassifications did not result in any changes to previously reported net income, shareholder’s equity or net cash used in investing or financing activities.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES:

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Restricted cash

Restricted cash includes amounts due on SBA loan-related remittance s to third parties, cash reserves established as part of agreements with the SBA, cash reserves associated with consolidated securitization transactions, and cash margin as collateral for derivative instruments.

As of December 31, 2024 and 2023, total restricted cash was $ 28.2 million and $ 30.9 million, respectively.

Restricted cash includes amounts due on SBA loan-related remittances to third parties, cash reserves established as part of agreements with the SBA, cash reserves associated with consolidated securitization transactions, and cash margin as collateral for derivative instruments.

Interest bearing deposits in banks

The Company’s interest bearing deposits in banks reflects cash held at other financial institutions that earn interest.

The following table provides a reconciliation of cash and due from banks, restricted cash, and interest bearing deposits in banks as of December 31, 2024 and 2023:

The following table provides a reconciliation of cash, restricted cash, and interest bearing deposits in banks as of December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

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Interest bearing deposits in banks 279,618 346,207

Total cash and cash equivalents

$ 381,374 $ 184,006

Cash and restricted cash $ 310,291 $ 381,374

December 31, 2025 December 31, 2024

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The Company also originated SBA 504 loans HFS prior to the Acquisition through its nonbank subsidiaries.

SBA 504 loans HFS held at NALH are accounted for under the FV option.

ALP loans are held at NALH, NCL JV, and TSO JV and are also accounted for under the FV option.

Additionally, the existing government guaranteed portion of SBA 7(a) loans held at NSBF are also HFS at FV.

SBA 504 loans HFS held at NALH and at Newtek Bank are accounted for under the FV option.

ALP loans are held at NALH and TSO JV and are also accounted for under the FV option.

Additionally, the existing government guaranteed portion of SBA 7(a) loans held at Newtek Bank are also HFS at FV.

Refer to the “Fair Value and the Fair Value Option” section below for further information on loans HFS carried at FV under the FV option.

Nonaccrual Loans

As a general rule, the Company does not accrue interest, amortize deferred net loan fees or costs, or accrete discount on any loan (1) which is maintained on a cash basis because of deterioration in the financial condition of the borrower, (2) for which payment in full of principal or interest is not expected, or (3) upon which principal or interest has been in default for a period of 90 days or more unless the asset is both well secured and in the process of collection.

A loan is “well secured” if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guarantee of a financially responsible party.

A loan is “in the process of collection” if collection of the asset is proceeding in due course either (1) through legal action, including judgment enforcement procedures, or (2) in appropriate circumstances, through collections efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.

A non-accrual loan may be restored to accrual status when (1) none of its principal and interest is due and unpaid, and the Company expects repayment of the remaining contractual principal and interest, or (2) when it otherwise becomes well secured in the process of collection.

If any interest payments received while the asset was in nonaccrual status were applied to reduce the recorded investment in, or the amortized cost basis of, the asset, as applicable, the application of these payments to the asset’s recorded investment or amortize cost basis, as applicable should not be reversed (and interest income should not be credited) when the asset is returned to accrual status.

Fair Value and the Fair Value Option

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The Company assesses the levels of assets and liabilities at each measurement date.

There were no transfers to or from Level 3 of the fair value hierarchy for assets and liabilities during the year ended December 31, 2024 or 2023.

There were no transfers to or from Level 3 of the fair value hierarchy for assets and liabilities during the year ended December 31, 2025, other than disclosed below.

As of April 1, 2025, the Company is using broker quotes to calculate the $ 4.9 million fair value of its unguaranteed portions of its SBA 7(a) loans moving them from Level 3 to Level 2.

As of October 1, 2025, the Company is using the sales offering agreement to calculate the $ 1.5 million fair value of its investment in Biller Genie, moving it from Level 3 to Level 2.

The sale of Biller Genie was completed in January 2026 at the anticipated pricing that was used in the December 31, 2025 valuation model.

There were no transfers to or from Level 3 of the fair value hierarchy for assets and liabilities during the year ended December 31, 2024.

Level 1 investments were valued using quoted market prices.

Level 2 investments were valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities.

The Company has two joint venture investments, TSO JV and NCL JV.

As of December 31, 2025, the Company has one joint venture investment, TSO JV.

On September 30, 2025, NALH dissolved NCL JV, which was in existence as of December 31, 2024.

The Company uses a discounted cash flow methodology and adjusts the NAV of the entity by a fair value adjustment for the fixed rate debt liability.

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The allowance is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist.

Loans that do not share risk characteristics are evaluated on an individual basis, which generally includes larger non-accruing commercial loans.

Loans that do not share risk characteristics are evaluated on an individual basis, which generally includes larger non-accruing loans.

The discounted cash flow (“DCF”) method is used to estimate expected credit losses for all loan portfolio segments measured on a collective (pool) basis.

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The C&I portfolio consists of loans made for general business purposes consisting of short-term working capital loans, equipment loans and unsecured business lines.

The SBA 7(a) portfolio includes loans originated under the federal SBA 7(a) Program.

The SBA 7(a) portfolio includes loans originated under the federal Section 7(a) loan program (the “SBA 7(a) Program”), i.e., SBA 7(a) loans.

The SBA is an independent government agency that facilitates one of the nation’s largest sources of SMB financing by providing credit guarantees for its loan programs.

SBA 7(a) loans are partially guaranteed by the SBA, with SBA guarantees typically ranging between 50% and 90% of the principal and interest due.

Under the SBA’s 7(a) lending program, a bank or other lender licensed by the SBA may underwrite loans between $5.0 thousand and $5.0 million for a variety of general business purposes based on the SBA’s loan program requirements.

The guaranteed portion of the loans are HFS and carried at LCM and therefore are not subject to CECL.

The unguaranteed portion of the loans that are held on balance sheet at amortized cost are subject to CECL.

Under the SBA’s 7(a) Program, a bank or other lender licensed by the SBA may underwrite loans between $5.0 thousand and $5.0 million for a variety of general business purposes based on the SBA’s loan program requirements.

The Company applies the zero loss expectation exemption under CECL to the guaranteed portion of the loans.

The unguaranteed portion of the loans that are held on balance sheet at amortized cost are subject to an ACL.

In the context of CECL, these SBA 7(a) loans are held at Newtek Bank.

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Management defines these loans as nonaccrual loans with exposure above $100 thousand.

In the first quarter of 2025, management began evaluating the remaining PCD loans individually, regardless of accrual status.

For loans that are individually evaluated and collateral dependent, financial loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and management expects repayment of the financial asset to be provided substantially through the sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date.

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Settlement receivable represents amounts due from third parties for guaranteed portions of SBA 7(a) loans which have been sold at year-end but have not yet settled.

The guaranteed portion of SBA 7(a) principal balances that have been sold but not yet settled as of December 31, 2024 and 2023 was $ 47.4 million and $ 56.5 million, respectively.

The settlement receivable also includes $ 5.0 million and $ 5.7 million of premiums, which have been recognized in Net Gains on Sales of Loans as of December 31, 2024 and 2023, respectively.

The guaranteed portion of SBA 7(a) loan principal balances that have been sold but not yet settled as of December 31, 2025 and 2024 was $ 0.4 million and $ 47.4 million, respectively.

The settlement receivable also includes $ 41.0 thousand and $ 5.0 million of premiums, which have been recognized in Net Gains on Sales of Loans as of December 31, 2025 and 2024, respectively.

Assets Held for Sale and Liabilities Directly Associated with Assets Held for Sale

The Company classifies assets and related liabilities as held for sale when:

(i) management has committed to a plan to sell the disposal group, (ii) the disposal group is available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the disposal group is probable within one year, (v) the disposal group is being actively marketed for sale at price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the disposal group.

(i) management has committed to a plan to sell the disposal group, (ii) the disposal group is available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the disposal group is probable within one year, (v) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the disposal group.

Assets and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell.

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Refer to NOTE 9—ASSETS AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE for a discussion of assets and liabilities associated with assets held for sale at December 31, 2024.

There were no assets and liabilities associated with assets held for sale at December 31, 2025.

Goodwill and Intangible Assets

Goodwill is an indefinite lived asset, which is not amortized and is instead subject to impairment testing, at least annually.

Intangible assets, which are the banking core deposits intangibles, have finite lives are amortized over an estimated useful life of 120 months.

Intangible assets, which are core deposits intangibles, have finite lives are amortized over an estimated useful life of 120 months.

(See NOTE 8—GOODWILL AND INTANGIBLE ASSETS.)

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Under ASC 842, operating lease expense is generally recognized on a straight-line basis over the term of the lease.

The Company has entered into operating lease agreements for office space with remaining contractual terms up to fifteen years , some of which include renewal options that extend the leases for up to 10 years.

The Company has entered into operating lease agreements for office space with remaining contractual terms up to fourteen years , some of which include renewal options that extend the leases for up to 10 years.

These renewal options are not considered in the remaining lease term unless it is reasonably certain the Company will exercise such options.

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Such surrender requires that the assets be isolated from the Company, even in bankruptcy or other receivership, the purchaser have the right to pledge or sell the assets transferred and the Company not have an option or obligation to reacquire the assets.

Assets related to transactions that do not meet ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”) requirements for accounting sale treatment are reflected in the Company’s consolidated statements of assets and liabilities as investments and the sale proceeds are recognized as a liability.

Assets owned by securitization trusts are included in the Company’s consolidated financial statements.

The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of the Company.

From 2010 through December 31, 2024, NSBF engaged in thirteen ( 13 ) securitizations of the unguaranteed portions of its SBA 7(a) loans.

A securitization uses a special purpose entity (the “Trust”), which is considered a variable interest entity (VIE).

Applying the consolidation requirements for VIEs under the accounting rules in ASC Topic 860, Transfers and Servicing, and ASC Topic 810, Consolidation, which became effective January 1, 2010, the Company determined that as the primary beneficiary of the securitization vehicles, based on its power to direct activities through its role as servicer for the Trusts and its obligation to absorb losses and right to receive benefits, it needed to consolidate the Trusts.

The Company therefore consolidates the entities using the carrying amounts of the Trusts’ assets and liabilities and reflects the assets in SBA 7(a) Unguaranteed Loans and reflects the associated financing in Notes Payable - Securitization trusts on the Consolidated Statements of Assets and Liabilities.

Assets related to transactions that do not meet ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”) requirements for accounting sale treatment are reflected in the Company’s consolidated statements of financial condition as investments and the sale proceeds are recognized as a liability.

The Company accounts for servicing assets in accordance with ASC Topic 860-50 - Transfers and Servicing - Servicing Assets and Liabilities.

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Servicing assets for loans originated by Newtek Bank are initially measured at FV and subsequently measured at LCM and amortized based on their estimated life and impairment is recorded to the extent the amortized cost exceeds the asset’s FV.

Variable Interest Entities

A variable interest entity (“VIE”) is an entity in which equity investors lack the characteristics of a controlling financial interest, do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, or substantially all of the activities of the entity are conducted on behalf of an investor with disproportionally few voting rights.

VIEs are consolidated by the primary beneficiary, which is the party who has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and who has an obligation to absorb losses of the VIE or a right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company determines whether it is the primary beneficiary of a VIE upon initial involvement with a VIE and reassesses whether it is the primary beneficiary of a VIE on an ongoing basis.

The determination of whether an entity is a VIE and whether the Company is the primary beneficiary of a VIE is based upon the facts and circumstances for the VIE and requires significant judgments such as whether the Company’s interest in a VIE is a variable interest, whether the Company controls the activities that most significantly impact the economic performance of the VIE, and whether the Company has the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the VIE.

A VIE is consolidated if management determines the Company, is the primary beneficiary.

Residuals in Securitizations, at Fair Value

The residuals in securitizations, at fair value arise from the NALP Business Loan Trust 2025-1 ALP securitization that the Company closed on April 23, 2025.

Residuals in securitizations were $ 76.7 million as of December 31, 2025.

The Securitization Trust meets the definition of a VIE.

The Company holds a variable interest in the VIE, however, the Company is not considered the primary beneficiary of the VIE, because the power over the activities that have the most significant impact on the economic performance of the Securitization Trust is held by the Class C Noteholder, and therefore, the Company is not required to consolidate the Securitization Trust.

The Company’s beneficial interest in the Securitization Trust is evidenced by sole ownership of the Ownership Certificate and its beneficial interest in the credit risk of the securitized ALP Loans.

As the Sponsor is a wholly owned subsidiary of the Company, the Company effectively owns 100% of the equity interest in the Trust.

Refer to NOTE 3—SECURITIZATIONS AND VARIABLE INTEREST ENTITIES in the accompanying notes to the consolidated financial statements for additional information.

Derivative Instruments

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Due to Participants

Due to participants represents amounts due to third party investors in the SBA guaranteed portion of SBA 7(a) and PPP loans.

When the Company receives principal payments, including PPP loan forgiveness, after the loan has been either partially or fully sold to the participant, the remittances received by the Company are either owed in part or in full to the participant and amounts are recorded as a liability on the consolidated statements of financial condition.

Due to participants represents amounts due to third party investors in the SBA guaranteed portion of SBA 7(a) loans.

When the Company receives principal payments, after the loan has been either partially or fully sold to the participant, the remittances received by the Company are either owed in part or in full to the participant and amounts are recorded as a liability on the consolidated statements of financial condition.

Dividends to Shareholders

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Dividend income is recognized on an accrual basis for equity securities to the extent that such amounts are expected to be collected or realized.

In determining the amount of dividend income to recognize, if any, from cash distributions on equity securities, we assess many factors, including the joint ventures’ and other non-controlled equity investments’ cumulative undistributed income and operating cash flow.

In determining the amount of dividend income to recognize, if any, from cash distributions on equity securities, we assess many factors, including the joint ventures’ and other equity investments’ cumulative undistributed income and operating cash flow.

Cash distributions from equity securities received in excess of such undistributed amounts are recorded first as a reduction of our investment and then as a realized gain on investment.

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Technology and IT support income

Our technology segment (NTS) sells a range of services and goods, including managed IT services, product and procurement services, professional services, webhosting, secure private cloud hosting, and backup and disaster recovery.

Our technology segment sells hardware and software products on both a stand-alone basis without any services and as solutions bundled with services.

When our technology segment provides a combination of hardware and software products with the provision of services, it separately identifies its performance obligations under its contract with the customer as the distinct goods (hardware and/or software products) or services that will be provided.

Our former technology segment (NTS) sold a range of services and goods, including managed IT services, product and procurement services, professional services, webhosting, secure private cloud hosting, and backup and disaster recovery.

Additionally, it sold hardware and software products on both a stand-alone basis without any services and as solutions bundled with services.

When it provided a combination of hardware and software products with the provision of services, it separately identified its performance obligations under its contract with the customer as the distinct goods (hardware and/or software products) or services that will be provided.

The total transaction price for an arrangement with multiple performance obligations is allocated at contract inception to each distinct performance obligation in proportion to its stand-alone selling price.

The stand-alone selling price is the price at which it would sell a promised good or service separately to a customer.

Our technology segment estimates the price based on observable inputs, including direct labor hours and allocatable costs, or uses observable stand-alone prices when they are available.

It estimated the price based on observable inputs, including direct labor hours and allocatable costs, or uses observable stand-alone prices when they are available.

Our technology segment’s professional services include the design and implementation of a wide range of IT products and services.

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Revenue is measured based on the consideration specified in a contract with a customer.

Our contracts with customers often include promises to transfer multiple products and services to a customer.

Contracts with customers often include promises to transfer multiple products and services to a customer.

Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

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Revenue from such cloud services is recognized ratably over the period in which the cloud services are provided.

We otherwise recognize revenue when it satisfies a performance obligation by transferring control of a product or service or by arranging for the sale of a vendor’s products or service to a customer.

We recognize revenue from sale of services as we perform the underlying services, typically based on time and materials basis based upon hours incurred for the performance completed to date for which we have the right to consideration.

We recognize revenue on sales of goods at a point in time when customer takes control of goods, which typically occurs when title and risk of loss have passed to the customer.

We recognize revenue on a gross basis for each of its services and product offerings principally because it is primarily responsible for fulfilling the promise to provide specified goods or service and it has discretion in establishing the price of specified good or service.

We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset (unbilled receivable).

Revenue is otherwise recognized when it satisfies a performance obligation by transferring control of a product or service or by arranging for the sale of a vendor’s products or service to a customer.

Revenue from sale of services is recognized as the underlying services are performed, typically based on time and materials basis based upon hours incurred for the performance completed to date for which we have the right to consideration.

Revenue on sales of goods are recognized at a point in time when customer takes control of goods, which typically occurs when title and risk of loss have passed to the customer.

Revenue is recognized on a gross basis for each of its services and product offerings principally because it is primarily responsible for fulfilling the promise to provide specified goods or service and it has discretion in establishing the price of specified good or service.

The right to consideration in exchange for deliverables is classified as either a receivable or a contract asset (unbilled receivable).

A receivable is a right to consideration that is unconditional (i.e.

only the passage of time is required before payment is due).

For example, we recognize a receivable for revenue related to our transaction or volume-based contracts when earned regardless of whether amounts have been billed.

We present such receivables in accounts receivable, net in our consolidated balance sheets We maintain an allowance for credit losses to provide for the estimated amount of receivables that may not be collected.

For example, a receivable is recognized for revenue related to transaction or volume-based contracts when earned regardless of whether amounts have been billed.

Such receivables are presented in accounts receivable, net in our consolidated balance sheets.

An allowance for credit losses is maintained to provide for the estimated amount of receivables that may not be collected.

The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, judgment, and other applicable factors.

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Contract assets are presented in current and other assets in our consolidated balance sheets and primarily relate to unbilled amounts on fixed-price contracts utilizing the output method of revenue recognition.

Our contract assets and liabilities are reported at the end of each reporting period.

The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment.

We receive payments from customers based on the terms established in our contracts, which may vary generally by contract type.

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.

We receive payments from customers based on the terms established in our contracts, which may vary generally by contract type.

Contract assets and liabilities are reported at the end of each reporting period.

The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between performance obligations and the customer’s payment.

Payments are received from customers based on the terms established in the contracts, which may vary generally by contract type.

On January 2, 2025, the Company completed the NTS Sale to Paltalk.

Refer to “ NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION ” - Sale of NTS.

Refer to NOTE 4—INVESTMENTS:

Intelligent Protection Management Corp .

Electronic payment processing income

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ASU 2014-09, "Revenues from Contracts with Customers (“Topic 606”)" (“ASC 606”) requires that the Company determine for each customer arrangement whether revenue should be recognized at a point in time or over time.

For the years ended December 31, 2024 and and 2023, substantially all of the Company’s revenues were recognized at a point in time.

For the years ended December 31, 2025 and 2024, substantially all of the Company’s revenues were recognized at a point in time.

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations;

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Realized gains or losses on joint ventures are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized.

The Company reports current period changes in the fair value of joint venture investments as a component of the net change in unrealized appreciation (depreciation) on joint ventures in the consolidated statements of operations.

Non-Interest Expense

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federal and state income tax returns prior to fiscal year 2022 are generally closed, and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

Interest and penalties assessed by tax jurisdictions for income tax matters are presented as income tax expense on the consolidated statement of income.

Formerly, as a RIC ending with the Company’s December 31, 2022 fiscal year end, the Company was not subject to corporate level income tax.

Beginning on January 1, 2023 with the start of the 2023 fiscal year, the Company no longer qualifies as a RIC and is subject to corporate level income tax.

See NOTE 21—INCOME TAXES .

Interest and penalties assessed by tax jurisdictions for income tax matters are presented as income tax expense on the consolidated statements of income.

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Management has determined that the Company has five reportable operating segments:

Banking, NALH, Non-Bank SBA 7(a) Lending, Technology, and Payments as discussed more fully in NOTE 22—SEGMENTS.

Management has determined that the Company has four reportable operating segments:

Banking, NALH, NSBF, and Payments as discussed more fully in NOTE 22—SEGMENTS.

In determining the appropriateness of a segment definition, the Company considers the criteria of FASB ASC 280, Segment Reporting.

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Acquisition-related costs are expensed in the period incurred and presented within the applicable non-interest expense category.

Additional information regarding the Company’s acquisitions can be found within NOTE 3—BUSINESS COMBINATIONS, which relates to the 2023 acquisition of NBNYC.

There were no acquisitions during 2024.

There were no acquisitions during 2024 or 2025.

Recently Adopted Accounting Pronouncements

Current Expected Credit Losses (Topic 326):

In June 2016, FASB issued ASU No.

2016-13, Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments (Topic 326) and in April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (collectively, “CECL”).

CECL changed how entities measure potential credit losses for most financial assets and certain other instruments that are not measured at fair value.

CECL replaced the “incurred loss” approach under existing guidance with an “expected loss” model for instruments measured at amortized cost.

While ASU 2016-13 does not require any particular method for determining the CECL allowance, it does specify the allowance should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan.

CECL was effective for the Company beginning January 1, 2023;

however, the Company continues to measure NSBF’s SBA 7(a) loan portfolio at fair value and intends to do so until the portfolio is completely runoff.

Following the Acquisition on January 6, 2023, the Company owns and consolidates Newtek Bank, which applies CECL.

Fair Value Measurement (ASU 2022-03):

In June 2022, the FASB issued ASU No.

2022-03, Fair Value Measurement (Topic 820), which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction.

ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No.

2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption.

The impact of these amendments was not material.

Improvements to Reportable Segment Disclosures (ASU 2023-07):

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The purpose of this guidance is to improve reportable segment disclosure, primarily through enhanced disclosures about significant segment expenses.

This ASU requires that an entity disclose, on an interim and annual basis, significant segment expenses that are regularly provided to the CODM and are included within the reported measure of segment profit or loss.

This ASU also requires an entity to disclose, on an interim and annual basis, other segment items by reportable segment, including a qualitative description of the composition of those items.

This “other” category is defined as the difference between segment profit or loss and segment revenue less significant segment expenses.

Entities are also required to disclose the title and position of the individual, or the name of the group or committee, identified as the CODM.

The amendments are effective on January 1, 2024, for annual reporting, and January 1, 2025, for interim reporting, with early adoption permitted.

The amendments must be applied using a retrospective approach.

The Company adopted this guidance as of January 1, 2024 which resulted in enhanced disclosures of segment expenses within the consolidated financial statements beginning with its December 31, 2024 Form 10-K.

New Accounting Standards

Business Combinations—Joint Venture Formations (ASU 2023-05):

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60).

The amendments in this Update address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.

The objectives of the amendments are to (1) provide decision-useful information to investors and other allocators of capital (collectively, investors) in a joint venture’s financial statements and (2) reduce diversity in practice.

The amendments in this Update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

Additionally, a joint venture that was formed before January 1, 2025, may elect to apply the amendments retrospectively if it has sufficient information.

Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively.

The Company adopted this guidance as of January 1, 2025 and the adoption of this standard did not have a material impact on its consolidated financial statements.

Improvements to Income Tax Disclosures (ASU 2023-09):

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For the state and local income tax category of the rate reconciliation, entities must disclose a qualitative description of the states and local jurisdictions that make up the majority (greater than 50 percent) of the category.

For the income taxes paid disclosures, entities will be required to disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes.

The amendments are effective on January 1, 2025, with early adoption permitted.

For the income taxes paid disclosures, entities are required to disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes.

The amendments must be applied using either a prospective or retrospective approach.

Management does not expect the impact of these amendments to be material.

The Company adopted this guidance as of January 1, 2025 using a retrospective approach, which resulted in enhanced income tax disclosures within the consolidated financial statements beginning with this Annual Report on Form 10-K.

Compensation—Stock Compensation (ASU 2024-01):

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Early adoption is permitted.

The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.

The Company adopted ASU 2024-01 on January 1, 2025 and the adoption of this standard did not have a material impact on its consolidated financial statements.

Liabilities (405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122 (ASU 2025-02):

In March 2025, the FASB issued ASU 2025-02.

The purpose of this guidance is to amend the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122.

ASU 2025-02 is effective immediately and did not have an impact on its consolidated financial statements.

New Accounting Standards

Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (ASU 2024-03):

In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

In November 2024, the FASB issued ASU 2024-03, and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures:

Clarifying the Effective Date (ASU 2025-01).

ASU 2024-03 requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.

3 unchanged sentences

The Company is in the process of evaluating the impact of adopting this standard and, at this time, does not anticipate it will have a material impact on its consolidated financial statements.

NOTE 3—BUSINESS COMBINATIONS:

Acquisition of NBNYC

On January 6, 2023, the Company completed the Acquisition of NBNYC, a national bank regulated and supervised by the OCC, pursuant to which the Company acquired from the NBNYC shareholders all of the issued and outstanding stock of NBNYC for $ 20 million, in an all-cash transaction.

The Company also agreed to pay the seller’s acquisition costs of approximately $ 1.3 million.

NBNYC was renamed Newtek Bank and became a wholly owned subsidiary of the Company.

In connection with the completion of the Acquisition, the Company contributed to Newtek Bank $ 31 million of cash and two of the Company’s subsidiaries, NBL and SBL (NBL was subsequently merged into SBL).

Upon the consummation of the Acquisition, Newtek Bank entered into an operating agreement with the OCC concerning certain matters including capital, liquidity and concentration limits, and memorializing the business plan submitted to the OCC.

The NBNYC transaction was accounted for in accordance with ASC 805, Business Combinations, and the Company performed a purchase price allocation under the acquisition method.

Under ASC 805, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete.

During the measurement period, which shall not exceed one year from the acquisition date, the acquirer shall adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

The purchase price, including costs incurred by the Company on behalf of the seller directly associated with the Acquisition, was preliminarily allocated to net assets acquired.

Final allocation was obtained and the purchase allocations finalized at December 31, 2023.

The following table summarizes the allocation of consideration paid for the fair value of assets acquired and liabilities assumed from NBNYC:

Purchase price consideration $ 21,281

Fair value of assets acquired:

Cash and due from banks 29,138

Interest-bearing deposits in banks 3,284

Total cash and cash equivalents 32,422

Available-for-sale securities (at fair value) 5,004

Other investments 1,226

Loans receivable 159,155

Federal Reserve Bank stock, at cost 54

Federal Home Loan Bank stock, at cost 1,470

Accrued interest receivable 353

Deferred income taxes 495

Core deposit intangible 1,040

Other assets 399

Fair value of liabilities assumed:

Demand $ 21,878

Savings and NOW and Money Market

Certificates of deposit 104,162

Total deposits 137,015

Advances from the Federal Home Loan Bank 27,817

Accrued expenses and other liabilities 15,776

Business Combinations (Topic 805) and Consolidation (Topic 810)—Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (ASU 2025-03):

In May 2025, the FASB issued ASU No.

2025-03, which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business.

The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions.

ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

ASU 2025-03 is required to be applied prospectively.

The Company is evaluating adoption timing and the impact ASU 2025-03 will have on its financial statements and related disclosures.

Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer(ASU 2025-04):

In May 2025, the FASB issued ASU 2025-04, to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services.

This update is effective for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026, though early adoption is permitted.

The Company has not engaged in providing share-based compensation to a customer and does not presently anticipate doing so.

Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets:

In July 2025, the FASB issued ASU No.

2025-05, which provides a practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets arising from Transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations.

The amendments require that an entity may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

ASU 2025-05 is required to be applied prospectively.

The Company is evaluating adoption timing and the impact ASU 2025-05 will have on its financial statements and at this time, does not anticipate it will have a material impact on its consolidated financial statements.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

In September 2025, the FASB issued ASU No.

2025-06, which modernizes the accounting for internal-use software costs under ASC 350-40 by aligning it with current development practices, especially agile and iterative methods.

It clarifies when to begin capitalizing costs, improves operability across different development approaches, and enhances disclosure requirements.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating adoption timing and the impact ASU 2025-06 will have on its consolidated financial statements and, at this time, does not anticipate it will have a material impact.

Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

In September 2025, the FASB issued ASU No.

2025-07, which refines the scope of derivative accounting under Topic 815 and clarifies the treatment of share-based noncash consideration under ASC 606.

This update is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted.

Entities may apply the amendments prospectively to new contracts or retrospectively with a cumulative-effect adjustment.

The Company is evaluating adoption timing and the impact ASU 2025-07 will have on its consolidated financial statements and, at this time, does not anticipate it will have a material impact.

Financial Instruments—Credit Losses (Topic 326):

Purchased Loans.

In November 2025, the FASB issued ASU 2025-08 which amended guidance related to the accounting for purchased loans.

Under this new guidance, loans acquired without credit deterioration and deemed “seasoned” will be considered purchased seasoned loans and accounted for using the gross-up approach at acquisition (i.e., record the loan at its purchase price and separately record an allowance for expected credit losses).

Seasoned loans include all loans acquired in a business combination, that do not have “more-than-insignificant” deterioration of credit quality since origination, as well as loans purchased at least 90 days after origination, where the purchaser was not involved in the origination of the loans.

This new guidance is effective for annual and interim periods beginning after December 15, 2026 with early adoption permitted.

This guidance will be applied using a prospective transition approach.

The Company is in the process of analyzing the impact of the ASU on its consolidated financial statements and related disclosures.

Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.

In November 2025, the FASB issues ASU 2025-09, which includes amendments to more closely align hedge accounting with the economics of an entities risk management activities.

This new guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted, and should be applied prospectively.

The Company is currently evaluating the ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.

Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

In December 2025, the FASB issued ASU 2025-10, to provide guidance on how business entities should recognize, measure, and present government grants received.

This new guidance is effective for fiscal years beginning after December 15, 2028 and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective approach.

The Company is in the process of analyzing the impact of the ASU on its consolidated financial statements and related disclosures.

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

In December 2025, the FASB issued ASU 2025-11, relating to interim disclosure requirements.

The amendments in this update clarify certain interim disclosure requirements and provide a comprehensive list of required interim disclosures.

The ASU also incorporates a disclosure principle that requires entities to disclose events that occur after the end of the last annual reporting period.

The ASU is effective for interim periods within annual periods beginning after December 15, 2027, though early adoption is permitted.

The Company is in the process of analyzing the impact of the ASU on its consolidated financial statements and related disclosures.

Codification Improvements.

In December 2025, the FASB issued ASU 2025-12, to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S.

The updates represents changes to the Codification that (1) clarity, (2) correct errors, or (3) make minor improvements.

The amendments make the Codification easier to understand and apply.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

The Company will adopt this guidance in fiscal 2027 and does not expect the adoption to have a material impact on its consolidated financial statements and related disclosures.

NOTE 3—SECURITIZATIONS AND VARIABLE INTEREST ENTITIES:

SBA 7(a) Loan Securitizations

In a securitization, the unguaranteed portions of SBA 7(a) loans are transferred to a special purpose vehicle (a “Trust”), which in turn issues notes against the Trust’s assets in private placements.

The Trust’s primary source of income for repaying the securitization notes is the cash flows generated from the unguaranteed portion of SBA 7(a) loans owned by the Trust.

A Trust is considered to be a VIE.

Assets owned by securitization Trusts, which are VIEs, are included in the Company’s consolidated financial statements when the Company has concluded that it is the primary beneficiary of the Trust.

The Company therefore consolidates the entities using the carrying amounts of the Trusts’ assets and liabilities and reflects the assets in Restricted cash and Loans held for investment, at fair value and reflects the associated financing in Borrowings on the Consolidated Statements of Financial Condition.

The creditors or other beneficial interest holders of Trusts for which the Company is the primary beneficiary generally have recourse only to the assets and cash flows of the Trust and do not have recourse to the Company.

From 2010 through June 2023, NSBF engaged in thirteen ( 13 ) securitizations of the unguaranteed portions of its SBA 7(a) loans where management determined the Company was the primary beneficiary and thus consolidated the Trusts.

Three ( 3 ) of these securitizations remain consolidated as of December 31, 2025.

Risks associated with the Company’s involvement with the consolidated Trusts includes potential losses of residual interests in the Trusts.

The following table presents the total assets and total liabilities associated with the Company’s variable interests in consolidated Trusts, as classified in the consolidated statements of financial condition:

December 31, 2025 December 31, 2024

Restricted cash

$ 6,303 $ 6,303

Loans held for investment, at fair value

198,434 257,179

$ 204,737 $ 263,482

$ 127,050 $ 186,635

Total liabilities

In connection with the Acquisition, the Company recorded $ 0.3 million of goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired.

Goodwill is an asset representing the acquired future economic benefits such as synergies that are not individually identified and separately recognized (i.e., it is measured as a residual).

The amount of goodwill recognized is also impacted by measurement differences resulting from certain assets and liabilities not being recorded at fair value (e.g., income taxes, employee benefits).

In accordance with ASC 805-30-30-1, the measurement of goodwill occurs on the Acquisition Date and, other than qualifying measurement period adjustments, no adjustments are made to goodwill recognized as of the Acquisition Date until and unless it becomes impaired.

ASC 805 provides for a period of time during which the acquirer may adjust provisional amounts recognized at the acquisition date to their subsequently determined acquisition-date fair values, referred to as the “measurement period.” Adjustments during the measurement period are not limited to just those relating to assets acquired and liabilities assumed but apply to all aspects of business combination accounting (e.g., the consideration transferred).

Measurement-period adjustments are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined.

Prior period information is not revised, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date.

In accordance with ASC 805, the Company recorded a measurement period adjustment and decreased goodwill by $ 1.0 million related to the finalization of the consideration transferred.

Information regarding the allocation of goodwill to the Company’s reportable segments, as well as the carrying amounts and amortization of the core deposit intangible, can be found within NOTE 8—GOODWILL AND INTANGIBLE ASSETS.

None of the goodwill is tax deductible.

Described below are the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the NBNYC Acquisition.

Cash and cash equivalents.

The estimated fair values of cash and cash equivalents approximate their stated face amounts, as these financial instruments are either due on demand or have short-term maturities.

Investment securities available-for-sale .

Quoted market prices for the securities acquired were used to determine their fair values.

If quoted market prices were not available for a specific security, then quoted prices for similar securities in active markets were used to estimate the fair value.

Each loan was assessed individually.

The fair values for loans were estimated using a discounted cash flow methodology that considered factors including the type of loan and the related collateral, classification status, fixed or variable interest rate, remaining term, amortization status, and current discount rates.

In addition, the probability of default, loss given default, and prepayment assumptions that were derived based on loan characteristics, historical loss experience, comparable market data, and current and forecasted economic conditions were used to estimate expected credit losses.

The discount rates used for loans and leases were based on current market rates for new originations or comparable loans and leases and include adjustments for liquidity.

The discount rate did not include credit losses as that was included as a reduction to the estimated cash flows.

We determined the fair value of the PCD loans using the asset and income approach.

We used the income approach for PCD loans where there was evidence that the borrower may be able to continue to service the loan and more likely than not continue to pay.

We used the asset approach for PCD loans when the loan is on non-accrual status.

Acquired loans were marked to fair value and adjusted for any PCD gross up as of the Acquisition Date.

Core Deposit Intangible.

CDI is a measure of the value of non-interest-bearing and interest-bearing checking accounts, savings accounts, and money market accounts that are acquired in a business combination.

The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding, relative to an alternative source of funding.

The CDI relating to the NBNYC Acquisition will be amortized over an estimated useful life of 10 years using the sum of years digits depreciation method.

The Company evaluates such identifiable intangibles for impairment when an indication of impairment exists.

Deposit Liabilities.

The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the Acquisition date.

The fair values for time deposits were estimated using a discounted cash flow methodology that applies interest rates currently being offered to the contractual interest rates on such time deposits.

The estimated fair value of borrowed funds is based on bid quotations received from securities dealers or the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities.

Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered PCD.

For PCD loans and leases, the initial estimate of expected credit losses is recognized in the ACL on the date of acquisition using the same methodology as other loans and leases held-for-investment.

The following table provides a summary of loans and leases purchased as part of the NBNYC Acquisition with credit deterioration and associated credit loss reserve at acquisition:

Par value (unpaid principal balance) $ 42,443

ACL at acquisition ( 870 )

Non-credit (discount) ( 1,559 )

Fair Value $ 40,014

Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions.

Transaction costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisition, travel expense, and other non-recurring direct expenses associated with acquisitions.

The Company incurred transaction costs related to the NBNYC Acquisition during the years ended December 31, 2023 and 2022 of $ 0.2 million and $ 2.3 million, respectively.

These costs have been included in the Consolidated Statement of Operations in Professional services expense.

$ 127,050 $ 186,635

ALP Loan Securitizations

Assets owned by securitization Trusts, which are VIEs, are not included in the Company’s consolidated financial statements when the Company has concluded that it is not the primary beneficiary of the Trust and the transfer of the financial assets meet the sale criteria of ASC 860.

As the beneficial interests in these securitizations meet the definition of a debt security, pertain to securitized financial assets and based on other criteria met, it falls under the scope of ASC 325-40.

This guidance also permits an entity to elect to account for the beneficial interests under the fair value option.

The Company has made the irrevocable decision to measure the beneficial interests using the fair value option under ASC 825 with changes in fair value recognized in earnings each reporting period.

On April 23, 2025, the Company’s subsidiary Newtek ALP Holdings closed a securitization pursuant to which it sold $ 155.9 million of Class A Notes, $ 23.8 million of Class B Notes, and $ 4.3 million of a Class C Note (collectively, the “2025-1 Notes”) issued by NALP Business Loan Trust 2025-1 (the “Securitization Trust”).

The 2025-1 Notes were backed by $ 216.6 million of collateral, consisting of Newtek ALP Holdings originated ALP loans.

The Class A Notes received a Morningstar DBRS rating of “A (low) (sf)” and were priced at a yield of 6.338 %;

the Class B Notes received a Morningstar DBRS rating of “BBB (sf)” and were priced at a yield of 7.838 %;

and the Class C Note received a Morningstar DBRS rating of “BB (sf)” and was priced at a yield of 10.338 %.

The 2025-1 Notes had a weighted average yield of 6.62 % and an 85 % advance rate.

The 2025-1 Trust meets the definition of a VIE and the Company holds a variable interest in the 2025-1 Trust, however, the Company is not considered the primary beneficiary of the 2025-1 Trust, because the power over the activities that have the most significant impact on the economic performance of the Securitization Trust is held by a single noteholder who has the ability to remove the Company as decision maker over the activities that most significantly impact the economic performance of the 2025-1 Trust.

Consequently the Company is not required to consolidate the 2025-1 Trust.

The Company’s beneficial interest in the 2025-1 Trust is evidenced by sole ownership of the Ownership Certificate and its beneficial interest in the credit risk of the securitized ALP Loans.

Newtek ALP Holdings, the sponsor of the Securitization Trust, is a wholly owned subsidiary of the Company, therefore the Company effectively owns 100% of the equity interest in the 2025-1 Trust.

The Company’s continuing involvement with and exposure to loss from the VIEs includes the carrying value of the retained interest, and obligations under representations and warranties contained in the loan sale agreements.

Creditors of the 2025-1 Trust have no recourse to the Company’s assets or general credit.

The underlying performance of the ALP loans transferred to the Trust has a direct impact on the fair values and cash flows of the beneficial interests held and the servicing asset recognized.

The Company’s investments in the unconsolidated 2025-1 Trust is accounted for using the fair value option under ASC 825, with changes in fair value recognized in earnings each reporting period, and is classified in Residuals in securitizations, at fair value in the Company’s consolidated statements of financial condition, and consisted of the following:

December 31, 2025

Carrying Value Maximum Exposure to Loss Total Assets in VIE

Assets Liabilities

Transfer of loans - sale treatment

Retained interests $ 76,701 $ — $ 76,701 $ 202,015

NOTE 4—INVESTMENTS:

2 unchanged sentences

Cost Fair Value Cost Fair Value

Joint ventures and other non-control investments, at fair value

Residuals in securitizations, at fair value (NOTE 3)

$ 32,481 $ 76,701 $ — $ —

Joint ventures and other investments, at fair value 36,692 47,719 44,039 57,678

Debt securities available-for-sale, at fair value

3 unchanged sentences

Total investments $ 90,243 $ 145,483 $ 71,558 $ 85,179

The Company’s Investments in Joint Ventures (JV) and Other Non-Control Investments

The Company’s Investments in Joint Ventures (JV) and Other Investments

On May 20, 2019, the Company and its joint venture partner launched NCL JV to provide ALP loans (formerly referred to as non-conforming conventional commercial and industrial term loans) to U.S.

middle-market companies and small businesses.

NCL JV is a 50 / 50 joint venture between NCL a wholly-owned subsidiary of the Company, and Conventional Lending TCP Holding, LLC, a wholly-owned, indirect subsidiary of BlackRock TCP Capital Corp.

NCL JV is a 50 / 50 joint venture between NCL, a wholly-owned subsidiary of the Company, and Conventional Lending TCP Holding, LLC (“TCP”), a wholly-owned, indirect subsidiary of BlackRock TCP Capital Corp.

NCL JV ceased funding new ALP loans during 2020.

3 unchanged sentences

The proceeds of the securitization were used, in part, to repay NCL JV’s credit facility and return capital to the NCL JV partners.

The following tables show certain summarized financial information for NCL JV:

Selected Statements of Assets and Liabilities Information (Unaudited)

December 31, 2024 December 31, 2023

Cash $ 587 $ 612

Restricted cash 5,513 3,298

Loans, at FV (amortized cost of $ 52,751 and $ 68,404 , respectively)

53,895 70,083

Other assets 1,737 1,614

Total assets $ 61,732 $ 75,607

Securitization notes payable $ 25,322 $ 38,805

Other liabilities 867 905

Total liabilities 26,189 39,710

Net assets 35,543 35,897

Total liabilities and net assets $ 61,732 $ 75,607

Selected Statements of Operations Information (Unaudited)

Year Ended December 31,

2024 2023 2022

Interest and other income $ 4,984 $ 6,160 $ 6,966

Total expenses 1,797 2,524 2,916

Net investment income 3,187 3,636 4,050

Unrealized (depreciation) appreciation on investments ( 536 ) 1,869 ( 4,494 )

Net increase in net assets resulting from operations $ 2,651 $ 5,505 $ ( 444 )

On August 25, 2025, the Class A Noteholders were re-paid in full, the assets owned by the NCL Business Loan Trust 2022-1 were distributed to NCL JV and the NCL Business Loan Trust 2022-1 was subsequently terminated.

On August 27, 2025, NALH entered into an interest purchase agreement with TCP to acquire TCP’s 50 % ownership interest in NCL JV for $ 15.75 million, resulting in NALH owning 100 % of NCL JV.

Since the assets acquired did not meet the definition of a business under ASC 805-10-55, the transaction was accounted for as an asset acquisition under ASC 805-50.

On September 30, 2025, NALH dissolved NCL JV.

On August 5, 2022, NCL and TSO II Booster Aggregator, L.P.

(“TSO II”) entered into a joint venture, TSO JV, governed by the Amended and Restated Limited Partnership Agreement for the TSO JV.

TSO JV began making investments in ALP loans during the fourth quarter of 2022.

(“TSO II”) entered into a joint venture, TSO JV, and began making investments in ALP loans during the fourth quarter of 2022.

NCL and TSO II each committed to contribute an equal share of equity funding to the TSO JV and each have equal voting rights on all material matters.

3 unchanged sentences

TSO JV ceased investing in new ALP loans in July 2023.

The following tables show certain summarized financial information for TSO JV:

Selected Statements of Assets and Liabilities Information (Unaudited)

Intelligent Protection Management Corp.

On January 2, 2025, the Company completed the sale of its wholly owned subsidiary Newtek Technology Solutions, Inc.

(“NTS”) to Paltalk, Inc.

(subsequently renamed Intelligent Protection Management Corp.

(“IPM”)) (Nasdaq:

IPM) (the “NTS Sale”).

In connection with the NTS Sale , the Company received the Closing Consideration consisting of $ 4.0 million Cash Consideration and 4.0 million shares of IPM Preferred Stock.

Upon the occurrence of certain specified transfers of the IPM Preferred Stock, each share of IPM Preferred Stock will automatically convert into one share of common stock of IPM, subject to certain anti-dilution adjustments.

In addition to the Closing Consideration, the Company may be entitled to receive an earn-out in an amount of up to $ 5.0 million, payable in cash, IPM Preferred Stock, or a combination thereof (as determined in IPM’s discretion), based on IPM’s achievement of certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal years.

The Company is entitled to appoint one representative to the IPM board of directors.

Barry Sloane, the Company’s President, Chairman and Chief Executive Officer serves on the IPM board of directors as the Company’s representative.

The Company has accounted for its investment in IPM under ASC 321 beginning in the first quarter of 2025 and as such management measured the equity investment at fair value and the carrying amount will be remeasured at each reporting period with changes in fair value recorded in earnings.

In addition, the assets, liabilities and operations of NTS were classified as held for sale as of December 31, 2024.

Investments related to our joint ventures and other investments for the years ended December 31, 2025 and 2024 were as follows:

December 31, 2025 December 31, 2024

Cash $ 1,780 $ 4,401

Restricted cash 18,399 1,183

Loans, at FV (amortized cost of $ 173,654 and $ 62,695 , respectively)

Company Year End

Fair Value Net Gains/(Losses)

Joint Ventures

$ — $ ( 2,792 ) $ 18,800 $ ( 600 )

Other assets 5,112 1,374

Total assets $ 208,375 $ 73,647

Bank notes payable $ — $ 29,636

Securitization notes payable 140,224 —

Other liabilities 427 1,092

Total liabilities 140,651 30,728

Net assets 67,724 42,919

Total net assets $ 208,375 $ 73,647

Selected Statements of Operations Information (Unaudited)

Year Ended December 31,

37,250 ( 850 ) 38,100 11,184

Interest and other income $ 17,964 $ 3,823 $ 101

Total expenses 9,813 4,430 385

Net investment income 8,151 ( 607 ) ( 284 )

Unrealized appreciation (depreciation) on investments 5,438 2,580 1,412

Realized loss on investments — ( 16 ) —

Realized gain (loss) on derivative transactions ( 391 ) 399 —

Unrealized (loss) gain on derivative transactions 694 ( 911 ) 218

Net increase in net assets resulting from operations $ 13,892 $ 1,445 $ 1,346

Transactions with Affiliated Companies

An affiliated company is an unconsolidated entity in which the Company has an ownership of 5% or more of its voting securities.

Transactions related to our joint ventures and other non-controlled investments for the years ended December 31, 2024 and 2023 were as follows:

Company Fair Value at December 31, 2023 Purchases (Cost) Return of Investment Net Gains/(Losses)

Fair Value at December 31, 2024 Dividend Income

Joint Ventures

Newtek Conventional Lending, LLC $ 19,400 $ — $ — $ ( 600 ) $ 18,800 $ 1,503

Newtek TSO II Conventional Credit Partners, LP 21,459 25,642 ( 20,185 ) 11,184 38,100 —

Total Joint Ventures $ 37,250 $ ( 3,642 ) $ 56,900 $ 10,584

Other Non-Control Investments

EMCAP Loan Holdings, LLC $ 368 $ — $ ( 116 ) $ 68 $ 320 $ 16

Biller Genie Software, LLC 360 38 — 60 458 —

Total Other Non-Control Investments $ 728 $ 38 $ ( 116 ) $ 128 $ 778 $ 16

Total Joint Ventures and Other Non-Control Investments $ 41,587 $ 25,680 $ ( 20,301 ) $ 10,712 $ 57,678 $ 1,519

Company Fair Value at December 31, 2022 Purchases (Cost) Return of Investment Net Gains/(Losses)

Fair Value at December 31, 2023 Dividend Income

Joint Ventures

Newtek Conventional Lending, LLC $ 16,587 $ 248 $ — $ 2,565 $ 19,400 $ 1,641

Newtek TSO II Conventional Credit Partners, LP 6,435 14,302 — 722 21,459 —

Total Joint Ventures $ 23,022 $ 14,550 $ — $ 3,287 $ 40,859 $ 1,641

Other Non-Control Investments

Other Investments

EMCAP Loan Holdings, LLC $ 306 $ — $ 320 $ 68

Biller Genie Software, LLC 1,983 1,525 458 60

Total Other Non-Control Investments $ 1,360 $ — $ ( 564 ) $ ( 68 ) $ 728 $ 116

Total Joint Ventures and Other Non-Control Investments $ 24,382 $ 14,550 $ ( 564 ) $ 3,219 $ 41,587 $ 1,757

Intelligent Protection Management Corp.

IPM Earnout 1

1,300 ( 968 ) — —

6,880 ( 1,320 ) $ — —

Total Other Investments $ 10,469 $ ( 763 ) $ 778 $ 128

$ 47,719 $ ( 4,405 ) $ 57,678 $ 10,712

1 Fair value of the Earn-out of $ 2.268 million as of January 2, 2025, valued in accordance with ASC 805 and ASC 820.

2 Four million shares of IPM Preferred Stock initially valued at $ 2.05 per share, which was the closing price of IPM ’ s common shares on January 2, 2025, with net gains/(losses) calculated based on a closing price of $ 1.72 on December 31, 2025.

Debt Securities Available-for-Sale

The following tables summarize the amortized cost and fair value of debt securities available-for-sale by major type as of December 31, 2024 and 2023:

The following tables summarize the amortized cost and fair value of debt securities available-for-sale by major type as of December 31, 2025 and December 31, 2024:

December 31, 2025 December 31, 2024

1 unchanged sentence

Treasury notes $ 16,836 $ — $ 7 $ 16,829 $ 23,934 $ 11 $ 29 $ 23,916

Government agency debentures — — 0 3,000 — 134 2,866

Total $ 23,934 $ 11 $ 29 $ 23,916 $ 32,372 $ — $ 201 $ 32,171

As of December 31, 2024 and December 31, 2023, there was $ 30.4 thousand and $ 0.2 million of accrued interest receivable on available-for-sale securities, respectively, included in Other assets in the accompanying Consolidated Statements of Financial Condition.

As of December 31, 2025 and December 31, 2024, there was no accrued interest receivable and $ 30.4 thousand of accrued interest receivable on available-for-sale securities, respectively, included in Other assets in the accompanying Consolidated Statements of Financial Condition.

During the years ended December 31, 2025, 2024 and 2023, securities sold or settled were as follows:

Year Ended December 31,

Securities sold or settled

2025 2024 2023

# of Securities

Securities sold or settled

eight settled $ 27,700 five settled $ 42,500 none

Unrealized Losses

4 unchanged sentences

Treasury notes $ 16,829 $ 7 $ — $ — 3 $ 16,829 $ 7

Government agency debentures — — — — — — —

Total $ 12,061 $ 27 $ — $ — $ 2 $ 12,061 $ 27

December 31, 2024

2 unchanged sentences

Treasury notes $ 12,061 $ 29 $ — $ — 2 $ 12,061 $ 29

Government agency debentures 2,867 134 — — 2 2,867 134

Total $ 32,171 $ 201 $ — $ — 3 $ 32,171 $ 201

Management evaluates debt securities available-for-sale debt to determine whether the unrealized loss is due to credit-related factors or non-credit-related factors.

4 unchanged sentences

The following table summarizes the amortized cost and fair value of debt securities available-for-sale by contractual maturity:

December 31, 2024 At December 31, 2023

December 31, 2025 December 31, 2024

Amortized Cost Fair Value Amortized Cost Fair Value

7 unchanged sentences

Pledged for borrowings and other:

FRB borrowings 7,383 2,980

FHLB borrowings 9,446 20,937

Total pledged $ 16,829 $ 23,917

14 unchanged sentences

Total $ 286,654 $ 281,198 $ 371,146 $ 369,746

1 Machinery and Equipment includes one loan at NewtekOne of $ 4.7 million Cost and $ 4.6 million Fair value as of December 31, 2024, and $ 5.0 million Cost and $ 3.6 million Fair Value as of December 31, 2023.

2 Other includes one loan at NewtekOne of $ 2.0 million Cost and $ 1.1 million Fair Value as of December 31, 2024, and two loans at $ 2.1 million Cost and $ 1.1 million Fair Value as of December 31, 2023.

1 Machinery and Equipment includes one loan at NewtekOne at $ 4.7 million Cost and $ 4.7 million Fair value as of December 31, 2025, and $ 4.7 million Cost and $ 4.6 million Fair Value as of December 31, 2024.

2 Other includes one loan at NewtekOne at $ 1.0 million Cost and $ 0.2 million Fair Value as of December 31, 2025, and one loan at $ 2.0 million Cost and $ 1.1 million Fair Value as of December 31, 2024.

Loans HFI, at amortized cost, net of deferred fees and costs

Loans HFI, at amortized cost, net of deferred fees and costs includes SBA 7(a) loans, CRE, and C&I loans originated and held by Newtek Bank.

Loans HFI, at amortized cost, net of deferred fees and costs, includes unguaranteed portions of SBA 7(a) loans, guaranteed portions of SBA 7(a) loans repurchased from the secondary market, CRE, and C&I loans originated and held by Newtek Bank.

The following table shows the Company’s loan portfolio by loan type for loans HFI, at amortized cost:

144 unchanged sentences

See NOTE 2—SIGNIFICANT ACCOUNTING POLICIES for a description of the methodologies used to estimate the ACL.

The following table details activity in the ACL for the years ended December 31, 2024 and December 31, 2023:

The following table details activity in the ACL for the years ended December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

Beginning balance $ 1,430 $ 315 $ 28,488 $ 30,233 $ 1,408 $ 314 $ 10,852 $ 12,574

Adjustment to beginning balance due to PCD marks 1

— — — — 774 96 — 870

Charge offs ( 299 ) ( 1,775 ) ( 21,735 ) ( 23,809 ) ( 236 ) — ( 7,836 ) ( 8,072 )

3 unchanged sentences

Ending balance $ 1,873 $ 3,282 $ 40,071 $ 45,226 $ 1,430 $ 315 $ 28,488 $ 30,233

1 Given the January 6, 2023 transition to a financial holding company, the Company established an ACL with the beginning balance representing the purchased credit deteriorated loans acquired through the NBNYC Acquisition.

2 Excludes $ 0.5 million of Provision for credit losses relating to unfunded commitments for the year ended December 31, 2024, which is recorded within Accounts payable, accrued expenses and other liabilities in accordance with ASC 326.

The Company identified 145 and five loans as of December 31, 2024 and December 31, 2023, respectively, that did not share similar risk characteristics with the loan segments identified in NOTE 2—SIGNIFICANT ACCOUNTING POLICIES and evaluated them for impairment individually.

1 Excludes $ 126 thousand and $ 0.5 million of Provision for credit losses relating to unfunded commitments for the year ended December 31, 2025 and December 31, 2024, respectively, which is recorded within Accounts payable, accrued expenses and other liabilities in accordance with ASC 326.

The Company identified 445 and 145 loans as of December 31, 2025 and December 31, 2024, respectively, that did not share similar risk characteristics with the loan segments identified in NOTE 2—SIGNIFICANT ACCOUNTING POLICIES and evaluated them for impairment individually.

The following table presents the individually evaluated and collectively evaluated ACL by segment:

15 unchanged sentences

$ 274,194 $ 80,380 $ 539,746 $ 894,320 $ 191,831 $ 47,558 $ 380,981 $ 620,370

The amortized cost basis of loans on nonaccrual status and the individually assessed ACL are as follows:

The amortized cost basis of loans on nonaccrual status and the associated ACL are as follows:

December 31, 2025 December 31, 2024

3 unchanged sentences

CRE 2,979 — — 2,635 — —

C&I 419 1,408 1,328 — — —

$ 37,456 $ 41,358 $ 13,639 $ 9,899 $ 14,442 $ 7,019

6 unchanged sentences

CRE 18,487 — 18,487 — 2,635 — 2,635 —

C&I 419 1,408 1,827 1,328 — — — —

Total $ 62,972 $ 31,350 $ 94,322 $ 13,639 $ 22,221 $ 2,120 $ 24,341 $ 7,019

2 unchanged sentences

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The Company did not make any loan modifications to borrowers experiencing financial difficulty that would require disclosure, such as principal forgiveness, term extension, or interest rate reductions during the years ended December 31, 2024 and 2023.

Additionally there were no troubled debt restructurings under legacy U.S.

GAAP during the years ended December 31, 2024 and 2023.

During the year ended December 31, 2025, the Company executed 3 loan modifications involving borrowers experiencing financial difficulty.

No loan modifications to borrowers experiencing financial difficulty were executed during the years ended 2024 and 2023.

The following table summarizes the amortized cost basis of loans that were modified:

Year Ended December 31, 2025

Other-Than-Insignificant Payment Delay Term Extension Interest Rate Reduction Principal Forgiveness % of Total Class of Financing Receivable

SBA $ 458 $ — $ — $ — $ —

CRE — — — — —

C&I — — — — —

Total Modifications $ 458 $ — $ — $ — $ —

The following table provides the amortized cost basis of loans that had a payment default during the period and were modified in the 12 months before default, consisting of 2 loans for the year ended December 31, 2025:

Year Ended December 31, 2025

Other-Than-Insignificant Payment Delay

Term Extension

Interest Rate Reduction

Principal Forgiveness

% of Total Class of Financing Receivable

SBA $ 299 $ — $ — $ — $ —

CRE — — — — —

C&I — — — — —

Total Defaults $ 299 $ — $ — $ — $ —

As of December 31, 2025, the amortized cost basis of modified loans that remain outstanding was $ 152 thousand.

Loans held for sale, at fair value

6 unchanged sentences

Loans held for sale, at fair value $ 971,837 $ 372,286

1 Reclassified from Loans held for sale, at LCM

The following tables summarize the aging of accrual and non-accrual loans HFS, at fair value by class:

5 unchanged sentences

ALP, at fair value 9,049 — — 11,634 20,683 394,465 415,148

— 2,492 — — — 2,492 210,006 212,498

$ 29,119 $ 15,859 $ — $ — $ 250 $ 45,228 $ 327,058 $ 372,286

Total $ 30,490 $ 5,018 $ 8,713 $ 24,214 $ 68,435 $ 903,402 $ 971,837

1 Loans are well collateralized and in the process of collection.

As of December 31, 2024

4 unchanged sentences

ALP, at fair value — 2,492 — — 2,492 210,006 212,498

— — — — — — 31,357 31,357

$ 8,796 $ — $ — $ — $ 250 $ 9,046 $ 109,821 $ 118,867

Total $ 29,119 $ 15,859 $ — $ 250 $ 45,228 $ 327,058 $ 372,286

Loans held for sale, at LCM

2 unchanged sentences

SBA 504 Second Lien 7,457 8,203

SBA 7(a) — 64

SBA 7(a) Partials 1

1 unchanged sentence

$ 26,532 $ 58,803

1 Reclassified to Loans held for sale, at fair value

The following tables summarize the aging of accrual and non-accrual loans HFS, at LCM by class:

As of December 31, 2025

Past Due and Accruing

Non- accrual Total Past Due and Non-accrual

Current Total Carried at Amortized Cost

$ 2,164 $ 1,099 $ — $ — $ — 3,263 $ 55,540 $ 58,803

Total, at LCM

$ 2,164 $ 1,099 $ — $ — $ — $ 3,263 $ 55,540 $ 58,803

Past Due and Accruing Non- accrual Total Past Due and Non-accrual Current Total Carried at Amortized Cost

30-59 Days 60-89 Days 90+ Days

SBA $ — $ — $ — $ 2,435 2,435 $ 24,097 $ 26,532

As of December 31, 2024

Past Due and Accruing

Non- accrual Total Past Due and Non-accrual

Current Total Carried at Amortized Cost

Past Due and Accruing Non- accrual Total Past Due and Non-accrual Current Total Carried at Amortized Cost

30-59 Days 60-89 Days 90+ Days

SBA $ 2,164 $ 1,099 $ — $ — $ 3,263 $ 55,540 $ 58,803

Total, at LCM

$ — $ — $ — $ — $ — $ — $ 56,607 $ 56,607

NOTE 6—TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTY TRANSACTIONS:

2 unchanged sentences

December 31, 2025 December 31, 2024

Due to affiliated companies 1

Due from affiliated companies 1

Total due to/due from affiliated companies

1 Included within Accounts payable, accrued expenses, and other liabilities

Due to affiliated companies 2

Total due to/due from affiliated companies, net $ 100 $ 242

1 Included within Other assets

Transactions with joint ventures and other non-control investments

Refer to NOTE 4—INVESTMENTS for a schedule of transactions with our joint ventures and other non-control equity investments.

The following table summarizes the income earned from our joint ventures for the years ended December 31, 2024, 2023 and 2022:

2 Included within Accounts payable, accrued expenses, and other liabilities

Transactions with joint ventures and other investments

Refer to NOTE 4—INVESTMENTS for a schedule of transactions with our joint ventures and other equity investments.

The following table summarizes the income earned from our joint ventures and other investments for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

4 unchanged sentences

3,211 1,503 1,641

$ 3,500 $ 2,881 $ 1,179

Total income $ 4,802 $ 3,500 $ 2,881

There were no expenses related to our joint ventures and other investments for the years ended December 31, 2025, 2024 and 2023.

Newtek Bank Deposits

In the normal course of business, Newtek Bank holds FDIC insured deposits from certain of the Company’s officers, directors and their associated companies.

The following table summarizes the amounts due of deposits from related parties and their affiliated companies as of December 31, 2024 and 2023:

The following table summarizes the amounts due of deposits from related parties and their affiliated companies as of December 31, 2025 and December 31, 2024:

December 31, 2025 December 31, 2024

6 unchanged sentences

The nephew of the Chief Executive Officer of the Company is employed by one of the Company’s consolidated subsidiaries and earned annual compensation in excess of $ 125 thousand during 2025, 2024 and 2023.

The sister of a Director and the Chief Admin Officer is employed by one of the Company’s consolidated subsidiaries and earned annual compensation in excess of $ 125 thousand during 2024 and 2023.

The sister of the Chief Admin Officer and Chief Human Resources Officer is employed by one of the Company’s consolidated subsidiaries and earned annual compensation in excess of $ 125 thousand during 2025, 2024 and 2023.

NOTE 7—SERVICING ASSETS:

1 unchanged sentence

Servicing assets held by Newtek Bank, including Newtek Bank’s subsidiary SBL, are measured at lower of cost or market where the assets are initially recorded at fair value, then subsequently amortized, and assessed for impairment each reporting period.

The Company earns servicing fees from the guaranteed portions of SBA 7(a) loans it originates and sells and for the portfolios of ALP loans SBL services for NCL JV and TSO JV.

The following table summarizes the unpaid principle balance of loans serviced at December 31, 2024 and 2023:

The Company earns servicing fees from the guaranteed portions of SBA 7(a) loans it originates and sells, for the unguaranteed portions of SBA 7(a) loans in the NSBF sponsored securitizations, and for the portfolios of ALP loans SBL services for the NCL JV (dissolved in September 2025), TSO JV sponsored securitization and Newtek ALP Holdings and its sponsored securitization.

The following table summarizes the unpaid principle balance of loans serviced at December 31, 2025 and December 31, 2024:

December 31, 2025 December 31, 2024

1 unchanged sentence

345,856 169,842

504 48,302 12,475

Total loans serviced

$ 2,093,024 $ 2,179,032

The following table summarizes the fair value and valuation assumptions related to servicing assets at December 31, 2024 and 2023:

The following table summarizes the fair value and valuation assumptions related to servicing assets at December 31, 2025 and December 31, 2024:

December 31, 2025 December 31, 2024

18 unchanged sentences

Refer to NOTE 10—FAIR VALUE MEASUREMENTS for a rollforward of servicing assets, at fair value.

The following tables show a rollforward of servicing assets measured at LCM for the years ended December 31, 2024 and 2023:

Servicing Assets, at LCM

December 31, 2024

December 31, 2023 $ 10,389

Amortization 1

Impairment assessment

December 31, 2024 $ 24,195

1 Included within Net loss on loan servicing assets in the Consolidated Statements of Income

2 Included within Net gains on sales of loans in the Consolidated Statements of Income

Servicing Assets, at LCM

December 31, 2023

December 31, 2022 $ —

Additions/(removal) of entities consolidating after Conversion to BHC

The following tables show a rollforward of servicing assets, at LCM for the years ended December 31, 2025 and 2024:

Servicing Assets, at LCM December 31, 2025 December 31, 2024

Balance at beginning of the year

$ 24,195 $ 10,389

Amortization 1

( 9,989 ) ( 5,378 )

15,358 19,184

Impairment assessment

December 31, 2023 $ 10,389

Balance at end of the year

$ 29,564 $ 24,195

1 Included within Net loss on loan servicing assets in the Consolidated Statements of Income

2 Included within Net gains on sales of loans in the Consolidated Statements of Income

Servicing fee income earned for the years ended December 31, 2024, 2023 and 2022 was as follows:

Servicing income earned for the years ended December 31, 2025, 2024 and 2023 was as follows:

Year Ended December 31,

2025 2024 2023

Servicing fee income $ 20,087 $ 18,289 $ 13,698

Servicing income

$ 22,850 $ 20,087 $ 18,289

NOTE 8—GOODWILL AND INTANGIBLE ASSETS:

The following table summarizes changes in the carrying amount of goodwill:

In accordance with U.S.

GAAP, the Company performs an annual test as of October 1 to identify potential impairment of goodwill, or more frequently if events or circumstances indicate a potential impairment may exist.

If the carrying amount of a reporting unit, including goodwill, exceeds its fair value, an impairment loss is recognized in an amount equal to that excess up to the amount of the recorded goodwill.

The Company performed its annual test based upon market data as of October 1, 2025 and estimates and assumptions that the Company believes most appropriate for the analysis.

Based on the qualitative analysis performed in accordance with ASC 350, the Company determined it more likely than not that goodwill was not impaired as of October 1, 2025.

Changes in certain assumptions used in the Company's assessment could result in significant differences in the results of the impairment test.

Should market conditions or management’s assumptions change significantly in the future, an impairment to goodwill is possible.

The Company considers the following to be some examples of indicators that may trigger an impairment review outside of its annual impairment review:

(i) significant under-performance or loss of key contracts acquired in an acquisition relative to expected historical or projected future operating results;

(ii) significant changes in the manner or use of the acquired assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy;

(iii) significant negative industry or economic trends;

(iv) increased competitive pressures;

(v) a significant decline in the Company’s fair value for a sustained period of time;

and (vi) regulatory changes.

In assessing the recoverability of the Company’s goodwill and customer merchant accounts, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets.

These include estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company, the period over which cash flows will occur, and determination of the Company’s cost of capital.

Changes in these estimates and assumptions could materially affect the determination of fair value and conclusions on impairment.

The following table summarizes the carrying amount of goodwill:

December 31, 2025 December 31, 2024

2 unchanged sentences

Total goodwill $ 14,085 $ 14,085

1 The technology goodwill is classified as Held for Sale in anticipation of the NTS Sale, which was completed on January 2, 2025.

Refer to NOTE 9—ASSETS AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE.

In connection with the Acquisition, the Company recorded $ 0.3 million of goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired.

Goodwill is an asset representing the acquired future economic benefits such as synergies that are not individually identified and separately recognized (i.e., it is measured as a residual).

The amount of goodwill recognized is also impacted by measurement differences resulting from certain assets and liabilities not being recorded at fair value (e.g., income taxes, employee benefits).

Payments and Technology:

The goodwill in the payments and technology segments was generated from acquisitions by the legal entities within those segments prior to the consolidation of the those entities into NewtekOne following the Acquisition.

The goodwill in the banking segment was generated from the Acquisition, representing the excess of the purchase price over the fair value of the net assets acquired.

The goodwill in the payments segment was generated from acquisitions by the legal entities within this segment prior to the consolidation of those entities into NewtekOne following the Acquisition.

Intangible Assets

3 unchanged sentences

Banking - Core Deposits $ 1,040 $ 528 $ 512 $ 1,040 $ 373 $ 667

Payments - Customer Lists — — — 8,575 ( 8,562 ) 13

Technology - Customer Lists¹ — — — 6,525 ( 3,146 ) 3,379

Total intangible assets $ 1,040 $ ( 373 ) $ 667 $ 16,140 $ ( 11,905 ) $ 4,235

1 The technology customer lists are classified as Held for Sale in anticipation of the NTS Sale, which was completed on January 2, 2025.

Refer to NOTE 9—ASSETS AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE.

Core Deposits Intangible.

3 unchanged sentences

The Company evaluates such identifiable intangibles for impairment when an indication of impairment exists.

Customer Lists.

The intangible asset for customer lists were within the technology and payments segments and existed prior to the consolidation of those segments into NewtekOne following the Acquisition.

The payments customer list has been disposed of.

The technology customer lists are classified as Assets held for sale as of December 31, 2024.

Amortization expense for the years ended December 31, 2025, 2024 and 2023 is as follows, and is included in Depreciation and amortization on the Consolidated Statements of Income:

There was no amortization expense for the year ended December 31, 2022 since there were no intangible assets prior to the Acquisition.

Years Ended December 31,

Year Ended December 31,

2025 2024 2023

5 unchanged sentences

The net assets of our technology segment, which consisted of NTS, are represented as held-for-sale as of December 31, 2024 a s a result of our entry into the NTS Sale Agreement and our divestiture of NTS on January 2, 2025 (consistent with our commitments to the Federal Reserve).

Refer to “ NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION ” - Sale of NTS.

Refer to “ NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION” - NTS Sale.

There were no assets and liabilities directly associated with assets held for sale as of December 31, 2025 .

The following tables present the assets classified as held for sale and the liabilities directly associated with assets classified as held for sale as of December 31, 2024:

8 unchanged sentences

$ 21,308 $ 6,224

1 The associated expense is included in Other general and administrative costs in the consolidated statements of operations for the year ended December 31, 2024.

The goodwill in the technology segment was generated from acquisitions by the legal entities within that segment prior to the consolidation of the those entities into NewtekOne following the 2023 Acquisition.

1 The associated expense is included in Other general and administrative costs in the consolidated statements of income for the year ended December 31, 2024.

The goodwill in the technology segment was generated from acquisitions by the legal entities within that segment prior to the consolidation of those entities into NewtekOne following the 2023 Acquisition.

The intangible asset for customer lists within the technology segment existed prior to the consolidation of the technology segment into NewtekOne following the Acquisition.

4 unchanged sentences

Under ASC 842, operating lease expense is generally recognized on a straight-line basis over the term of the lease.

The Company has entered into operating lease agreements for office space with remaining contractual terms up to 0.7 year, some of which include renewal options.

The Company’s technology segment had entered into operating lease agreements for office space with remaining contractual terms up to 0.7 years, some of which include renewal options.

These renewal options are not considered in the remaining lease term unless it is reasonably certain the Company will exercise such options.

The operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The operating lease agreements did not contain any material residual value guarantees or material restrictive covenants.

As the rate implicit in the leases generally is not readily determinable for our operating leases, the discount rates used to determine the present value of our lease liability are based on our incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term.

5 unchanged sentences

Total Level 1 Level 2 Level 3

Debt securities available-for-sale

Debt securities available-for-sale, at fair value

Treasury notes $ 16,829 $ 16,829 $ — $ —

1 unchanged sentence

Loans held for investment, at fair value 281,198 — — 281,198

Other real estate owned 1

Individually evaluated loans 1

94,322 — — 94,322

Servicing assets 2

Other real estate owned, at fair value 2

7,570 — — 7,570

Joint ventures and other non-control investments

Other real estate owned, at LCM 1,2

1,286 — — 1,286

Assets held for sale 3

Residuals in securitizations, at fair value 3

76,701 — — 76,701

Servicing assets, at fair value

15,358 — — 15,358

Servicing assets, at LCM 1

29,564 — — 29,564

Joint ventures and other investments, at fair value 47,719 6,880 5

Derivative instruments 1,2,3

5 unchanged sentences

$ 81 $ — $ — $ 81

1 Included in Other assets on the Consolidated Statements of Financial Condition.

2 $ 22.1 million of servicing assets at held at FV and $ 24.2 million of servicing assets are held at LCM.

Refer to NOTE 7—SERVICING ASSETS.

1 Non-recurring.

2 Included in Other assets on the Consolidated Statements of Financial Condition.

3 Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.

4 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition.

5 Includes four million shares of IPM Preferred Stock valued at the closing price per share of IPM common stock of $ 1.72 on December 31, 2025

6 Includes the Biller Genie investment valued at the price that settled in January 2026.

Fair Value Measurements at December 31, 2024

2 unchanged sentences

Treasury notes $ 23,916 $ 23,916 $ — $ —

Government agency debentures 2,866 — 2,866 —

Loans held for sale, at fair value 372,286 — — 372,286

Loans held for investment, at fair value 369,746 — — 369,746

Other real estate owned 1

Individually evaluated loans 2

24,341 — — 24,341

Other real estate owned, at fair value 1

3,764 — — 3,764

Servicing assets, at fair value

22,062 — — 22,062

Joint ventures and other non-control investments 41,587 — — 41,587

Servicing assets, at LCM 1

24,195 — — 24,195

Joint ventures and other investments 57,678 — — 57,678

Derivative instruments 1,3

Total assets measured at fair value $ 898,703 $ 23,916 $ 715 $ 874,072

1 unchanged sentence

$ 133 $ — $ — $ 133

Derivative instruments 3,4

Total liabilities measured at fair value

1 unchanged sentence

1 Included in Other assets on the Consolidated Statements of Financial Condition.

2 $ 29.3 million of servicing assets held at FV and $ 10.4 million of servicing assets are held at LCM.

Refer to NOTE 7—SERVICING ASSETS

3 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition.

2 Non-recurring.

3 Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.

4 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition.

The following tables represents the changes in the investments, servicing assets and liabilities measured at fair value using Level 3 inputs for the years ended December 31, 2025 and 2024:

Year Ended December 31, 2025

Joint Ventures and Other Non-Control Investments

Servicing Assets,

Warrant Liabilities 1

at FV Loans HFS,

at FV Joint Ventures and Other Investments Residuals in Securitizations, at FV Servicing Assets,

at FV Equity Warrants 1

Other Real Estate Owned 2

1 unchanged sentence

Reclasses between loans at FV and LCM — 7,133 — — — — —

Reclasses between loans HFS and HFI — ( 599 ) — — — — —

483 ( 270,910 ) — — — — ( 2,371 )

4 unchanged sentences

— 363,410 — — — — —

Mortgage loans, funded

Purchases and repurchases of loans

4,669 25,094 — — — — —

Residuals in securitizations, notional — — — 32,481 — — —

— — 2,268 — — — —

Purchases and repurchases of loans

Asset purchase of controlling interest, net of cash acquired 10,120

Capital contributions — — 85 — — — —

Returns of capital 4

— — ( 26,227 ) — — — —

Capital contributions/(distributions) — — 5,379 — — — —

Change in valuation due to:

3 unchanged sentences

( 14,621 ) — — — ( 6,685 ) — —

Transfers out of Level 3 — ( 4,856 ) 5

Fair value, December 31, 2025 $ 281,198 $ 647,370 $ 38,856 $ 76,701 $ 15,358 $ 81 $ 7,570

1 unchanged sentence

2 Included in Other assets on the Consolidated Statements of Financial Condition.

3 Investment in IPM.

4 Includes $ 26.2 million of loans and accrued interest returned as part of the asset purchase of controlling interest in NCL JV.

5 As of April 1, 2025, the Company is using broker quotes to calculate the fair value of its unguaranteed portions of its SBA 7(a) loans moving them from Level 3 to Level 2.

6 As of October 1, 2025, the Company is using the sales offering agreement to calculate the fair value of its investment in Biller Genie, moving it from Level 3 to Level 2.

The sale of Biller Genie was completed in January 2026 at the anticipated pricing that was used in the December 31, 2025 valuation model.

Year Ended December 31, 2024

Loans HFI, at FV Loans HFS,

at FV Controlled Investments Joint Ventures and Other Non-Control Investments Servicing Assets,

at FV Warrant Liabilities 1

at FV Joint Ventures and Other Investments Servicing Assets,

at FV Assets HFS Equity Warrants 1

Other Real Estate Owned 2

Fair value, December 31, 2023 $ 469,801 $ 118,867 $ 41,587 $ 29,336 — $ 141 $ 1,110

Additions/(removal) of entities consolidating after Conversion to BHC — 69,745 ( 259,217 ) — — — —

Reclasses between loans HFS and HFI — ( 599 ) — — — — —

Reclasses between loans at FV and LCM 263 4,077 — — — — —

4 unchanged sentences

ALP loans, funded — 283,822 — — — — —

Mortgage loans, funded — 103,838 — — — — —

Additions — — — 14 21,924 — —

19 unchanged sentences

$ 72,543 Market yields 7.00 % 7.00 % 7.00 %

Cumulative prepayment rate — % — % — %

Average cumulative default rate 30.00 % 30.00 % 30.00 %

3 unchanged sentences

Average cumulative default rate 11.17 % 5.00 % 15.00 %

Joint ventures and other non-control investments

$ 57,678 Market yields 8.40 % 8.00 % 12.00 %

Joint ventures and other investments $ 38,856 Market yields 7.40 % 6.71 % 12.49 %

Cost of equity 14.00 % 12.00 % 16.00 %

Weighted average cost of capital 9.00 % 7.00 % 11.00 %

Residuals in securitizations, at FV $ 76,701 Market yields 7.58 % 7.58 % 7.58 %

Cost of equity 14.00 % 12.00 % 16.00 %

Weighted average cost of capital 9.00 % 7.00 % 11.00 %

Servicing assets, at FV 1

2 unchanged sentences

Average cumulative default rate 21.00 % 21.00 % 21.00 %

Assets held for sale

$ 21,308 Present value factor

90.70 % 89.50 % 93.20 %

Discount rate

10.23 % 7.27 % 11.71 %

Other real estate owned $ 3,764 Appraised value N/A N/A N/A

Other real estate owned, at FV

$ 7,570 Appraised value N/A N/A N/A

Equity warrants

5 unchanged sentences

3.95 % 3.95 % 3.95 %

1 $ 22.1 million of servicing assets at held at FV and $ 24.2 million of servicing assets are held at LCM.

1 $ 15.4 million of servicing assets held at FV and $ 29.6 million of servicing assets held at LCM.

Refer to NOTE 7—SERVICING ASSETS.

8 unchanged sentences

$ 67,304 Market yields 7.30 % 7.30 % 7.30 %

Cumulative prepayment rate — % — % — %

Average cumulative default rate 30.00 % 30.00 % 30.00 %

3 unchanged sentences

Average cumulative default rate 9.89 % 5.00 % 15.00 %

Joint ventures and other non-control investments

$ 41,227 Market yields 8.02 % 8.00 % 12.00 %

Joint ventures and other investments $ 57,678 Market yields 8.40 % 8.00 % 12.00 %

Cost of equity 11.00 % 8.00 % 14.00 %

Weighted average cost of capital 7.72 % 6.00 % 23.98 %

$ 360 Cost N/A N/A N/A

Servicing assets, at FV 1

2 unchanged sentences

Average cumulative default rate 21.00 % 21.00 % 21.00 %

Other real estate owned $ 1,110 Appraised value N/A N/A N/A

Assets held for sale $ 21,308 Present value factor 90.70 % 89.50 % 93.20 %

Discount rate 10.23 % 7.27 % 11.71 %

Other real estate owned, at FV $ 3,764 Appraised value N/A N/A N/A

Equity warrants $ 133 Expected volatility 48.00 % 48.00 % 48.00 %

1 unchanged sentence

Risk free rate 4.52 % 4.52 % 4.52 %

1 $ 29.3 million of servicing assets held at FV and $ 10.4 million of servicing assets are held at LCM.

1 $ 22.1 million of servicing assets held at FV and $ 24.2 million of servicing assets held at LCM.

Refer to NOTE 7—SERVICING ASSETS.

10 unchanged sentences

Interest bearing deposits in banks 279,618 279,618 — — 279,618

Debt securities available-for-sale, at FV 23,916 23,916 — — 23,916

Loans HFS, at FV 372,286 — — 372,286 372,286

Loans HFS, at LCM 26,532 — — 26,532 26,532

Loans HFI, at FV 369,746 — — 369,746 369,746

Loans HFI, at amortized cost, net of deferred fees and costs 896,689 — — 1,012,200 1,012,200

Federal Home Loan Bank and Federal Reserve Bank stock 4,234 — 4,234 — 4,234

Joint ventures and other non-control investments, at FV 57,678 — — 57,678 57,678

Financial Liabilities:

9 unchanged sentences

Interest bearing deposits in banks 346,207 346,207 — — 346,207

Debt securities available-for-sale, at FV 32,171 29,305 2,866 — 32,171

Loans HFS, at FV 118,867 — — 118,867 118,867

Loans HFS, at LCM 58,803 — — 58,856 58,856

Loans HFI, at FV 469,801 — — 469,801 469,801

Loans HFI, at amortized cost, net of deferred fees and costs 621,651 — — 668,687 668,687

Federal Home Loan Bank and Federal Reserve Bank stock 3,585 — 3,585 — 3,585

Joint ventures and other non-control investments, at FV 41,587 — — 41,587 41,587

Financial Liabilities:

14 unchanged sentences

25.23 75,690 25.78 77,340

2029 Notes ( 8.625 %)

25.78 77,340 — —

Subtotal (Level 2)

5 unchanged sentences

FHLB Borrowings 4

15,330 23,184

Bank Borrowings 4

5 unchanged sentences

1 Fair values are based on the closing public share price on the date of measurement.

2 On February 1, 2026, the 2026 Notes matured.

See “NOTE 24—SUBSEQUENT EVENTS - Exchange of 2026 Notes for 2031 Notes and Repayment of 2026 Notes ” for additional information.

3 Not recorded at fair value on a recurring basis.

17 unchanged sentences

Aggregate amount of deposit accounts that exceeded the FDIC limit $ 394,346 $ 140,679

Demand deposit overdrafts reclassified as loan balances $ 17 $ 53

Deposit overdrafts reclassified as loan balances $ 142 $ 17

Certificates of deposit in excess of $0.25 million $ 92,372 $ 99,231

25 unchanged sentences

$ — $ — — % $ 54,871 $ 32,688 7.30 %

NMS Goldman Facility 3

95,000 88,352 9.42 % — — — %

SPV I Capital One Facility 100,000 16,085 6.59 % 60,000 21,192 7.22 %

5 unchanged sentences

— — 5.00 % 30,000 29,913 5.00 %

2026 Notes 5,6

95,000 95,000 5.50 % 115,000 114,282 5.50 %

2 unchanged sentences

71,808 70,066 8.50 % 71,875 69,622 8.50 %

2028 Notes 40,000 38,726 8.00 % 40,000 38,378 8.00 %

75,000 73,150 8.625 % 75,000 72,662 8.625 %

2030 Notes 5,8

52,000 51,391 8.375 % — — — %

3 unchanged sentences

$ 926,635 $ 819,888 7.53 % $ 855,977 $ 708,041 7.22 %

1 Net of deferred financing costs.

2 At December 31, 2024 and December 31, 2023, the carrying amount of Newtek Bank’s FHLB borrowings includes a $ 0.04 million and $ 0.2 million purchase accounting adjustment, respectively.

3 On August 1, 2024, the 2024 Notes matured.

4 Effective December 11, 2024, the Company extended the maturity date of the 8.125 % Senior Notes due 2025 from February 1, 2025 to the new maturity date of February 1, 2027.

The notes are redeemable in whole, but not in part, at any time, at the option of the Company, from November 1, 2026 to the New Maturity Date, at a redemption price of 100% of the outstanding principal amount being redeemed plus any accrued but unpaid interest, to but excluding the redemption date.

5 At December 31, 2024 and December 31, 2023, the net assets of the consolidated Trusts totaled $ 8.9 million and $ 14.8 million, respectively.

Outstanding borrowings that are presented net of deferred financing costs, which include the bank borrowings, the Parent Company Notes, and the Notes payable - Securitization Trusts, consisted of the following:

4 unchanged sentences

NMS Webster Note 2

$ — $ — $ — $ 32,894 $ ( 206 ) $ 32,688

NMS Goldman Facility 3

89,775 ( 1,423 ) 88,352 — — —

SPV I Capital One Facility 16,600 ( 515 ) 16,085 21,300 ( 108 ) 21,192

16 unchanged sentences

52,000 ( 609 ) 51,391 — — —

2029 Notes ( 8.625 %)

75,000 ( 2,338 ) 72,662 — — —

Notes Payable - Securitization Trusts 1

1 unchanged sentence

1 Net of deferred financing costs.

2 Effective December 11, 2024, the Company extended the maturity date of the 8.125 % Senior Notes due 2025 from February 1, 2025 to the new maturity date of February 1, 2027.

Total interest expense including unused line fees and amortization of deferred financing costs related to borrowings for the years ended December 31, 2024, 2023 and 2022 were as follows:

Year Ended December 31,

2024 2023 2022

Total interest expense $ 52,423 $ 51,890 $ 26,325

2 On September 26, 2025, the NMS Webster Note was repaid in full.

Refer to more detailed information below.

3 On September 26, 2025, NMS entered into the Goldman Facility.

Refer to more detailed information below.

4 On March 31, 2025, the 2025 5.00 % Notes matured.

5 On October 21, 2025, the Company entered into agreements with two institutional investors that were existing holders of the Company’s 2026 Notes to exchange $ 20.0 million in total principal amount of the Company’s 2026 Notes held by such investors for an equal principal amount of the Company’s 2030 Notes.

One of the investors also agreed to purchase

$ 2.0 million in newly issued additional principal amount of the Company’s 2030 Notes.

The transactions were conducted pursuant to exemptions from the registration requirements of the Securities Act.

On February 1, 2026, the 2026 Notes matured.

See “NOTE 24—SUBSEQUENT EVENTS - Exchange of 2026 Notes for 2031 Notes and Repayment of 2026 Notes ” for additional information.

6 Effective December 11, 2024, the Company entered into the Amendment and Exchange Agreements with each of the holders of the 2025 8.125 % Notes, pursuant to which the Company and the holders of the 2025 8.125 % Notes agreed to exchange the 2025 8.125 % Notes for the 2027 Notes, effecting amendments solely to (i) extend the February 1, 2025 maturity date of the 2025 8.125 % Notes to the new maturity date of February 1, 2027 (the “New Maturity Date”) and (ii) provide that the 2027 Notes will be redeemable in whole, but not in part, at any time, at the option of the Company, from November 1, 2026 to the New Maturity Date, at a redemption price of 100 % of the outstanding principal amount being redeemed plus any accrued but unpaid interest, to but excluding the redemption date.

7 On March 19, 2025, the Company closed an exempt offering of $ 30.0 million in aggregate principal amount of its 2030 Notes.

The 2030 Notes bear interest at a rate of 8.375 % per year payable semiannually on April 1 and October 1 each year, beginning October 1, 2025.

On March 19, 2025, the Company closed an exempt offering of $ 30.0 million in aggregate principal amount of its 2030 Notes.

The offering was consummated pursuant to the terms of a purchase agreement dated March 19, 2025 among the Company and 11 institutional accredited investors (each a “Purchaser”).

Pursuant to the purchase agreement, the 2030 Notes were issued to the Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The 2030 Notes are scheduled to mature on April 1, 2030 and can be redeemed in whole or in part at any time, at a make-whole price prior to January 1, 2030, or at a price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereafter.

The 2030 Notes bear interest at a rate of 8.375 % per year payable semiannually on April 1 and October 1 each year, beginning October 1, 2025.

Total net proceeds received after deducting structuring fees and estimated offering expenses was approximately $ 29.25 million.

At December 31, 2025, the Company was in compliance with all covenants related to the 2030 8.375 % Notes.

On October 21, 2025, the Company entered into agreements with two institutional investors that were existing holders of the Company’s 2026 Notes to exchange $ 20.0 million in total principal amount of the Company’s 2026 Notes held by such investors for an equal principal amount of the Company’s 2030 Notes.

One of the investors also agreed to purchase $ 2.0 million in newly issued additional principal amount of the Company’s 2030 Notes.

The transactions were conducted pursuant to exemptions from the registration requirements of the Securities Act.

For the year ended December 31, 2025 interest expense including amortization of related deferred financing costs was $ 2.4 million.

There was no interest expense for the years ended December 31, 2024 and 2023.

On May 30, 2024, the Company completed a registered offering of $ 71.9 million in aggregate principal amount of its 8.50 % 2029 Notes, which includes the underwriters’ exercise of the option granted by the Company to purchase an additional $ 9.4 million in aggregate principal amount of the 2029 8.50 % Notes.

1 unchanged sentence

The 2029 8.50 % Notes bear interest at a rate of 8.50 % per year payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2024, and trade on the Nasdaq Global Market under the trading symbol “NEWTG.” At December 31, 2025, the Company was in compliance with all covenants related to the 2029 8.50 % Notes.

For the years ended December 31, 2025 and 2024 interest expense including amortization of related deferred financing costs was $ 6.6 million and $ 3.9 million.

There was no interest expense for the years ended December 31, 2023.

On September 16, 2024, the Company completed a public offering of $ 75.0 million aggregate principal amount of 8.625 % notes due 2029.

1 unchanged sentence

The Company received $ 72.8 million in proceeds, before expenses, from the sale of the 2029 Notes.

The Notes bear interest at a rate of 8.625 % per year, payable quarterly on January 15, April 15, July 15, and October 15 each year, commencing on January 15, 2025.

, and trade on the Nasdaq Global Market under the trading symbol “NEWTH.” At December 31, 2024, the Company was in compliance with all covenants related to the 2029 8.625 % Notes.

The Notes bear interest at a rate of 8.625 % per year, payable quarterly on January 15, April 15, July 15, and October 15 each year, commencing on January 15, 2025, and trade on the Nasdaq Global Market under the trading symbol “NEWTH.” At December 31, 2025, the Company was in compliance with all covenants related to the 2029 8.625 % Notes.

For the years ended December 31, 2025 and 2024 interest expense including amortization of related deferred financing costs was $ 7.0 million and $ 2.0 million.

There was no interest expense for the year ended December 31, 2023.

On August 31, 2023, the Company completed a registered offering of $ 40.0 million in aggregate principal amount of its 8.00 % 2028 Notes, which includes the underwriters’ exercise of the option granted by the Company to purchase an additional $ 5.0 million in aggregate principal amount of the 2028 Notes.

The Company received $ 38.0 million in proceeds, before expenses, from the sale of the 2028 Notes.

The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes.

The 2028 Notes bear interest at a rate of 8.00 % per year payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2023, and trade on the Nasdaq Global Market under the trading symbol “NEWTI.” At December 31, 2025, the Company was in compliance with all covenants related to the 2028 Notes.

For the years ended December 31, 2025, 2024 and 2023 interest expense including amortization of related deferred financing costs was $ 3.5 million, $ 3.5 million and $ 1.2 million, respectively.

Effective December 11, 2024, the Company entered into the Amendment and Exchange Agreements with each of the holders of the 2025 8.125 % Notes, pursuant to which the Company and the holders of the 2025 8.125 % Notes agreed to exchange the 2025 8.125 % Notes for the 2027 Notes, effecting amendments solely to (i) extend the February 1, 2025 maturity date of the 2025 8.125 % Notes to the new maturity date of February 1, 2027 (the “New Maturity Date”) and (ii) provide that the 2027 Notes will be redeemable in whole, but not in part, at any time, at the option of the Company, from November 1, 2026 to the New Maturity Date, at a redemption price of 100 % of the outstanding principal amount being redeemed plus any accrued but unpaid interest, to but excluding the redemption date.

For the years ended December 31, 2025 and 2024, interest expense including amortization of related deferred financing costs was $ 4.1 million and $ 4.6 million, respectively.

No interest expense was incurred during the year ended December 31, 2022.

There was no interest expense on the 2027 Notes in 2023.

In January 2021, the Company closed a public offering of $ 115.0 million aggregate principal amount of 5.50 % Notes due 2026, including $ 15.0 million in aggregate principal amount sold pursuant to a fully-exercised overallotment option.

1 unchanged sentence

The 2026 Notes will mature on February 1, 2026 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after February 1, 2022.

The 2026 Notes bear interest at a rate of 5.50 % per year payable quarterly on February 1, May 1, August 1 and November 1 of each year, commencing on May 1, 2021, and trade on the Nasdaq Global Market under the trading symbol “NEWTZ.” On October 21, 2025, the Company entered into agreements with two institutional investors that were existing holders of the Company’s 2026 Notes to exchange $ 20.0 million in total principal amount of the Company’s 2026 Notes held by such investors for an equal principal amount of the Company’s 2030 Notes.

The transactions were conducted pursuant to exemptions from the registration requirements of the Securities Act.

For the years ended December 31, 2025, 2024 and 2023, interest expense including amortization of related deferred financing costs was $ 6.8 million, $ 7.0 million and $ 7.0 million, respectively.

On November 27, 2020, the Company closed an exempt offering of $ 5.0 million in aggregate principal amount of its 2025 6.85 % Notes.

The offering was consummated pursuant to the terms of a purchase agreement dated November 27, 2020 among the Company and an accredited investor.

The purchase agreement provided for the 2025 6.85 % Notes to be issued to the Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The 2025 6.85 % Notes were scheduled to mature on November 30, 2025 and could be redeemed in whole or in part at any time.

The 2025 6.85 % Notes bear interest at a rate of 6.85 % per year payable quarterly on February 28, May 31, August 31 and November 30, of each year, beginning February 28, 2021.

Total net proceeds received after deducting structuring fees and estimated offering expenses was $ 4.8 million.

The Company exercised its option to issue up to $ 10.0 million of additional 2025 6.85 % Notes to the purchaser, and issued $ 10.0 million in additional 2025 6.85 % Notes to the purchaser in an exempt offering in January 2021.

On March 31, 2022, the Company caused notices to be issued to the holder of its 2025 6.85 % Notes regarding the Company’s exercise of its option to redeem all $ 15.0 million in aggregate principal amount of the Notes on May 2, 2022.

The Notes were redeemed on May 2, 2022 100% of their principal amount ($ 25 per Note), plus the accrued and unpaid interest thereon from February 28, 2022 through, but excluding, May 2, 2022.

No interest expense was incurred during the years ended December 31, 2024 and 2023.

For the year ended December 31, 2022, interest expense including amortization of related deferred financing costs was $ 0.4 million.

On January 23, 2023 we completed a private placement offering of $ 50.0 million aggregate principal amount of 8.125 % notes due 2025.

See “NOTE 24—SUBSEQUENT EVENTS - Exchange of 2026 Notes for 2031 Notes and Repayment of 2026 Notes ” for additional information.

On March 31, 2022, the Company completed a private placement of $ 15.0 million aggregate principal amount of its 5.00 %

notes due 2025 (2025 5.00 % Notes).

Under the purchase agreement, the Company also issued an additional $ 15.0 million in aggregate principal amount of the 2025 5.0 % Notes to the purchaser on May 2, 2022.

The 2025 5.00 % Notes were

issued under the Base Indenture and the Tenth Supplemental Indenture, dated as of March 31, 2022.

The 2025 5.00 % Notes

matured on March 31, 2025.

For the years ended December 31, 2025, 2024 and 2023, interest expense on the 5.00 % notes including amortization of related deferred financing costs was $ 0.5 million, $ 1.9 million and $ 1.8 million, respectively.

On January 23, 2023 the Company completed a private placement offering of $ 50.0 million aggregate principal amount of 8.125 % notes due 2025.

The net proceeds from the sale of the notes were approximately $ 48.94 million, after deducting estimated offering expenses payable by the Company.

For the year ended 2023, before the exchange to the 2027 Notes, interest expense on the 8.125 % notes due 2025 was $ 4.3 million.

On July 25, 2019, the Company closed a public offering of $ 55.0 million in aggregate principal amount of its 2024 Notes.

The 2024 Notes will mature on August 1, 2024 and may be redeemed in whole or in part at any time or from time to time at Newtek’s option on or after August 1, 2021.

The 2024 Notes bear interest at a rate of 5.75 % per year payable quarterly on August 1, November 1, February 1 and May 1, of each year, beginning November 1, 2019.

The 2024 Notes matured on August 1, 2024.

The 2024 Notes bore interest at a rate of 5.75 % per year payable quarterly on August 1, November 1, February 1 and May 1, of each year, beginning November 1, 2019.

Total net proceeds received after deducting underwriters’ discount and expenses was $ 53.3 million.

The 2024 Notes are listed on the Nasdaq Global Market under the trading symbol “NEWTL” and were rated “A-“ by Egan-Jones.

The 2024 Notes were listed on the Nasdaq Global Market under the trading symbol “NEWTL” and were rated “A-“ by Egan-Jones.

In August 2019, the underwriters exercised their option to purchase an additional $ 8.25 million in aggregate principal amount of the 2024 Notes resulting in an additional $ 8.0 million in net proceeds.

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As a result of the partial redemption of the 2024 Notes, the Company recorded a $ 0.6 million loss on extinguishment of debt during the year ended December 31, 2021, equivalent to the redeemed portion of the remaining balance of unamortized deferred financing costs as of the redemption date.

For the years ended December 31, 2024, 2023 and 2022, interest expense including amortization of related deferred financing costs was $ 1.4 million, $ 2.4 million, and $ 2.4 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, interest expense including amortization of related deferred financing costs was none , $ 1.4 million, and $ 2.4 million, respectively.

Notes Payable - Securitization Trusts

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NSBF therefore consolidated the entity using the carrying amounts of the Trust’s assets and liabilities.

NSBF reflects the assets in SBA 7(a) Unguaranteed Non-Affiliate Investments and reflects the associated financing in Notes Payable - Securitization trusts on the Consolidated Statements of Financial Condition.

NSBF reflects the assets in SBA 7(a) Unguaranteed Non-Affiliate Investments and reflects the associated financing in Borrowings on the Consolidated Statements of Financial Condition.

In December 2017, NSBF completed its eighth securitization which resulted in the transfer of $ 76.2 million of unguaranteed portions of SBA loans to the 2017-1 Trust.

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In October 2024, the 2018-1 Trust was terminated as a result of NSBF purchasing the 2018-1 Trust assets, with the 2018-1 Trust’s noteholders receiving the redemption price.

In October 2019, NSBF completed its tenth securitization which resulted in the transfer of $ 118.9 million of unguaranteed portions of SBA loans to the 2019-1 Trust, The 2019-1 Trust in turn issued securitization notes for the par amount of $ 118.9 million, consisting of $ 93.5 million of Class A notes and $ 25.4 million Class B notes, against the assets in a private placement.

In October 2019, NSBF completed its tenth securitization which resulted in the transfer of $ 118.9 million of unguaranteed portions of SBA loans to the 2019-1 Trust.

The 2019-1 Trust in turn issued securitization notes for the par amount of $ 118.9 million, consisting of $ 93.5 million of Class A notes and $ 25.4 million Class B notes, against the assets in a private placement.

The Class A and Class B notes received an “A” and “BBB-” rating by S&P, respectively, and the final maturity date of the notes is December 2044.

In October 2024, the 2019-1 Trust was terminated as a result of NSBF purchasing the 2019-1 Trust assets, with the 2019-1 Trust’s noteholders receiving the redemption price.

In December 2021, NSBF completed its eleventh securitization which resulted in the transfer of $ 103.4 million of unguaranteed portions of SBA loans to the 2021-1 Trust, The 2021-1 Trust in turn issued securitization notes for the par amount of $ 103.4 million, consisting of $ 79.7 million of Class A notes and $ 23.8 million Class B notes, against the assets in a private placement.

In December 2021, NSBF completed its eleventh securitization which resulted in the transfer of $ 103.4 million of unguaranteed portions of SBA loans to the 2021-1 Trust.

The 2021-1 Trust in turn issued securitization notes for the par amount of $ 103.4 million, consisting of $ 79.7 million of Class A notes and $ 23.8 million Class B notes, against the assets in a private placement.

The Class A and Class B notes received an “A” and “BBB-” rating by S&P, respectively, and the final maturity date of the notes is December 2044.

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The liabilities of the consolidated Trusts totaled $ 128.8 million and $ 189.2 million, respectively.

NSBF Capital One Facility

Prior to October 2023, NSBF maintained a $ 150 million Capital One facility to finance the origination of the unguaranteed and guaranteed portions of SBA 7(a) loans NSBF originated.

The portion of the facility collateralized by the government guaranteed portion of SBA 7(a) loans was Prime minus 0.75 % and the interest rate on the portion of the facility collateralized by the non-guaranteed portion of SBA 7(a) loans was Prime plus 0.25 %.

The facility provided for a 55 % advance rate on the non-guaranteed portions of the SBA 7(a) loans NSBF originates and a 90 % advance rate on the guaranteed portions of SBA 7(a) loans NSBF originated.

The NSBF Capital One facility was paid off and terminated in October of 2023.

No interest expense was incurred during the year ended December 31, 2024.

For the years ended December 31, 2023 and 2022, interest expense including amortization of related deferred financing costs was $ 11.0 million and $ 4.0 million, respectively.

Note Payable - Related Parties

In June 2015, the Company entered into the Related Party RLOC.

Maximum borrowings under the Related Party RLOC were $ 38.0 million.

In June 2017, the Related Party RLOC was amended to increase maximum borrowings to $ 50.0 million.

The outstanding balance had an interest rate equal to 1 month LIBOR (with a floor of 0.50 %) plus 6.0 % or a rate equal to the greater of the Prime Rate or 3.5 % plus 5.0 %.

In November 2018, the Related Party RLOC was amended to reduce the interest rate to the lesser of 1 month LIBOR plus 2.5 % or the Prime Rate plus 1.5 %.

For the years ended December 31, 2024 and 2023, interest expense was eliminated in the consolidated financial statements on related party notes payable.

Interest expense for the year ended December 31, 2022 was $ 0.5 million.

Bank Borrowings

NMS Webster Note

On September 26, 2025, the Company’s wholly-owned subsidiary NMS repaid in full all of the outstanding obligations under that certain Credit Agreement, dated as of November 8, 2018.

As a result, the Webster Credit Agreement and the other loan documents executed in connection therewith have been terminated, including that certain Parent Guaranty Agreement, dated as of November 8, 2018, by and between the Company and Webster Bank.

No early termination penalties were incurred by the Company or the Loan Parties as a result of the termination.

NMS Goldman Facility

On September 26, 2025, NMS and its wholly-owned subsidiary, Mobil Money, LLC (collectively, the “Borrowers”), together with NBSH Holdings, LLC, the direct sole member of NMS, as guarantor, entered into a Credit and Guaranty Agreement (the “Goldman Credit Agreement”), with Private Credit at Goldman Sachs Alternatives ("Goldman") as Administrative Agent and Collateral Agent thereunder and the lenders party thereto from time to time (the “Lenders”).

Pursuant to the terms of the Goldman Credit Agreement, the Lenders made available to the Borrowers term loans up to an aggregate principal amount of $ 90.0 million (the “Term Loans”) and a revolving facility up to an aggregate principal amount of $ 5.0 million (together with the Term Loans, collectively the “Goldman Facility”).

The Goldman Facility will mature on September 26, 2030.

The Company incurred approximately $ 1.4 million of deferred financing costs in connection with the Goldman Facility.

On September 26, 2025, the Borrowers drew down the full $ 90.0 million in Term Loans and used the proceeds to repay in full the outstanding amounts under the Webster Facility and pay transaction expenses related to the closing of the Goldman Facility.

In addition, the Borrowers intend to use the proceeds to fund $ 58.5 million of loans to the Company.

The Company intends to use the proceeds of such loans to repay and reduce the Company’s outstanding unsecured debt, repurchase Company common shares (subject to market conditions and the terms of existing or any future share repurchase authorizations by the Company’s board of directors) and for other general corporate purposes.

Pursuant to the terms of the guaranty under the Goldman Credit Agreement, NBSH has unconditionally guaranteed the prompt and unconditional payment of all of the Borrowers’ obligations under the Goldman Credit Agreement.

SPV I, II, and III Facilities

Newtek ALP Holdings’ subsidiaries (our indirect subsidiaries) SPV I, II, and III maintain credit facilities with third party lenders.

SPV I has a Capital One facility with maximum borrowings of $ 100.0 million.

Capital One’s commitment terminates in July 2027, with all amounts due under the SPV I Facility maturing in July 2028.

At December 31, 2025, total principal owed by SPV I was $ 16.6 million.

SPV II has a Deutsche Bank facility with maximum borrowings $ 170.0 million.

The Deutsche Bank Facility matures in December 2027.

At December 31, 2025, total principal owed by SPV II was $ 169.8 million.

SPV III has a One Florida Bank facility with maximum borrowings of $ 35.0 million.

On August 7, 2025, the One Florida Bank Facility was amended and upsized to maximum borrowings of $ 35.0 million;

One Florida Bank’s facility matures in August 2028.

At December 31, 2025, total principal owed by SPV III was $ 33.3 million.

For the years ended December 31, 2025, 2024 and 2023, interest expense including amortization of related deferred financing costs was $ 13.5 million, $ 6.4 million and $ 11.0 million, respectively.

Total expected principal repayments on the Company’s borrowings for the next five fiscal years and thereafter are as follows:

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Thereafter 128,828

Total interest expense including unused line fees and amortization of deferred financing costs related to borrowings for the years ended December 31, 2025, 2024 and 2023 were as follows:

Year Ended December 31,

2025 2024 2023

Total interest expense $ 56,636 $ 52,423 $ 51,890

NOTE 14—DERIVATIVE INSTRUMENTS:

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3 Shown in Accounts payable, accrued expenses, and other liabilities in the accompanying Consolidated Statements of Financial Condition.

The following table indicates the net realized gains (losses) and unrealized appreciation (depreciation) on derivatives as included in Other Noninterest Income in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022:

The following table indicates the net realized gains (losses) and unrealized appreciation (depreciation) on derivatives as included in Other Noninterest Income in the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023:

December 31, 2025 December 31, 2024 December 31, 2023

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In addition, during 2025, the Company entered into one-year employment agreements with its named executive officers.

The following summarizes the Company’s obligations and commitments, as of December 31, 2024 for future minimum cash payments required under operating lease and employment agreements:

Year Operating Leases Employment Agreements 1

Lease Terminations

On April 10, 2025, NSBF entered into a Lease Termination and Surrender Agreement with respect to office space leased at 1981 Marcus Avenue, Lake Success, NY 11042, which lease had an expiration date of March 31, 2027, to terminate the lease effective April 30, 2025.

In addition, on April 11, 2025, NSBF entered into an Early Termination Agreement to terminate an additional lease for office space at 1985 Marcus Avenue, Lake Success, NY 11042, which lease had an expiration date of March 31, 2027, to terminate the lease effective April 11, 2025.

The following summarizes the Company’s obligations and commitments, as of December 31, 2025 for future minimum cash payments required under operating leases and employment agreements with the Company’s named executive officers:

Year Operating Leases Employment Agreements Total

2026 $ 660 $ 702 $ 1,362

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Total $ 4,292 $ 702 $ 4,994

1 Employment agreements with certain of the Company’s named executive officers.

Legal Matters

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Unfunded Commitments

At December 31, 2024 and 2023, the Company had unfunded commitments as follows:

At December 31, 2025 and 2024, the Company had unfunded commitments as follows that the Company anticipates funding from the same sources it used to fund its other loan commitments:

December 31, 2025 December 31, 2024

5 unchanged sentences

$ 108,713 $ 107,131

The Company anticipates these commitments will be funded from the same sources it used to fund its other loan commitments.

NOTE 16—SHAREHOLDERS EQUITY:

Preferred Stock

On February 3, 2023, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Patriot Financial Partners IV, L.P., and Patriot Financial Partners Parallel IV, L.P.

Series A Preferred Stock

On February 3, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Patriot Financial Partners IV, L.P., and Patriot Financial Partners Parallel IV, L.P.

(collectively, “Patriot”) in respect of 20 thousand shares of the Company’s Series A Convertible Preferred Stock, par value $ 0.02 per share (the “Series A Preferred Stock”), in a private placement transaction.

The aggregate purchase price was $ 20.0 million.

Each share of Series A Preferred Stock was issued at a price of $ 1.0 thousand per share and is convertible at the holder’s option into 47.54 shares of the Company’s Common Stock.

Each share of Series A Preferred Stock was issued at a price of $ 1.0 thousand per share and was convertible at Patriot’s option into 47.54 shares of the Company’s Common Stock.

The Company had not issued preferred stock prior to February 3, 2023.

On September 16, 2025, the Company entered into a Securities Purchase and Exchange Agreement (the “Purchase and Exchange Agreement”) with Patriot, pursuant to which Patriot exchanged (i) the 20 thousand outstanding shares of the Company’s Series A Preferred Stock originally issued to Patriot for an aggregate purchase price of $ 20.0 million and (ii) $ 10 million in cash, for 2,307,692 shares of the Company’s Common Stock (the “Shares”).

Patriot is subject to restrictions on transferring the Shares for two years following the date of the Purchase and Exchange Agreement without the Company’s consent, subject to certain customary exceptions.

Series B Preferred Stock

On August 20, 2025, the Company closed an offering of 2,000,000 depository shares (the “Depository Shares”), each representing a 1/40th interest in a share of the Company’s 8.500 % Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), with a liquidation preference of $ 1,000 per share (equivalent to $ 25.00 per Depositary Share).

The offering generated approximately $ 48.357 million in net proceeds to the Company.

The newly issued Series B Preferred Stock will pay (and the holders of the Depository Shares will correspondingly receive) a non-cumulative 8.500 % per annum cash dividend (payable quarterly when, as and if declared by the Company’s Board, on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2025) through October 1, 2030, at which time the dividend rate will reset based on the five-year US treasury rate on the relevant determination date plus a fixed spread and thereafter will reset on the fifth anniversary of the preceding reset date, with the dividend rate determined in the same manner.

The Depository Shares are listed on the Nasdaq Global Market ® under the ticker symbol “NEWTP.” The Company has not subsequently issued any preferred stock.

Warrants for Common Stock

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Warrants are included in Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

2023 ATM Program

The Company’s shelf registration statement on Form S-3 was declared effective by the SEC on July 27, 2023.

On November 17, 2023, the Company entered into the 2023 ATM Equity Distribution Agreement.

The 2023 ATM Equity Distribution Agreement provides that the Company may offer and sell up to 3.0 million shares of Common Stock from time to time through the placement agents (the “ATM Program”).

On November 17, 2023, the Company entered into an ATM equity distribution agreement (the “Original ATM Equity Distribution Agreement”).

The Original ATM Equity Distribution Agreement provided that the Company may offer and sell up to 3.0 million shares of Common Stock from time to time through the placement agents thereunder (the “ATM Program”).

The Original ATM Equity Distribution Agreement was amended and restated on June 6, 2025 (the “Amended and Restated Equity Distribution Agreement”).

The Amended and Restated Equity Distribution Agreement provides that the Company may offer and sell up to 5.0 million shares of Common Stock from time to time through the placement agents thereunder (inclusive of shares of Common Stock sold under the Original ATM Distribution Agreement) and added certain additional placement agents.

The Company may, subject to market conditions, engage in activity under the ATM Program.

The following table summarizes the total shares sold and net proceeds received under the 2023 ATM Equity Distribution Agreement:

Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

The following table summarizes the total shares sold and net proceeds received under the ATM Program:

Year Ended December 31,

2023 ATM Program 2025 2024 2023

Shares sold 425 1,100 —

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We used the net proceeds for funding investments in accordance with our investment objective and strategies and for general corporate purposes including repaying outstanding indebtedness and other general corporate purposes.

2020 ATM Program

On June 25, 2020, the Company entered into the 2020 ATM Equity Distribution Agreement.

On July 20, 2022, the Company entered into Amendment No.

1 to the 2020 ATM Equity Distribution Agreement.

The 2020 ATM Equity Distribution Agreement, as amended, provided that the Company may offer and sell up to 6.4 million shares of common stock from time to time through the placement agents.

The ATM program was suspended as of January 6, 2023, when the Company did not have an effective shelf registration statement in place.

The following table summarizes the total shares sold and net proceeds received under the 2020 ATM Equity Distribution Agreement:

Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

Shares sold — — 107

Net weighted average price per share $ — $ — $ 19.12

Net proceeds $ — $ — $ 2,054

The Company used the net proceeds for funding investments in debt and equity securities in accordance with its investment objective and strategies.

Stock Repurchase Program

On November 1, 2024, the Company’s Board of Directors approved a new stock repurchase program granting the Company authority to repurchase up to 1.0 million shares of Company common stock during the next twelve months.

Stock and Debt Repurchase Programs

On November 7, 2025, the Company’s Board of Directors approved a twelve month extension of the stock repurchase program.

The actual timing and amount of any repurchases under the plan will be determined by the Company in its discretion, and will depend on a number of factors, including market conditions, applicable legal requirements, the Company's capital needs and whether there is a better alternative use of capital.

The Company has no obligation to repurchase any amount of its common stock under its new stock repurchase program.

The following table summarizes the total shares repurchased and net proceeds received under the stock repurchase program:

Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

Shares repurchased

Net weighted average price per share $ 13.35 $ — $ —

Net proceeds $ 402 $ — $ —

The following tables summarizes the Company’s repurchase activity under the stock repurchase program:

Period Shares Amount 1

Authorizations remaining as of December 31, 2024 970

June 1, 2025 - June 30, 2025 16 167

November 1, 2025 - November 30, 2025 101 1,025

December 1, 2025 - December 31, 2025 26 295

Authorizations remaining as of December 31, 2025 827

1 Amount excludes commissions paid associated with share repurchases.

Period Shares Amount 1

Authorizations remaining as of November 1, 2024 1,000

December 1, 2024 - December 31, 2024 30 402

Authorizations remaining as of December 31, 2024 970

1 Amount excludes commissions paid associated with share repurchases.

In addition, on September 11, 2025, the Board approved a debt repurchase program granting the Company authority to repurchase up to $ 5.0 million aggregate principal amount of the Company’s 2029 Notes during the following six months .

The Company has no obligation to repurchase any amount of its debt securities under this debt repurchase program.

Pursuant to the debt repurchase program, the Company repurchased 2,700 shares of its 2 029 8.50 % Notes on September 22, 2025.

Dividends and Distributions

The following table summarizes dividend declarations and distributions on the Series A Preferred Stock during the years ended December 31, 2024 and 2023:

Date Declared Record Date Payment Date Amount Per Share Cash Distribution

Preferred Stock

The Company’s dividends and distributions on its Preferred Stock are recorded on the declaration date.

The following table summarizes dividend declarations and distributions on the Series A and Series B Preferred Stock during the years ended December 31, 2025 and 2024:

Date Declared Series 1

Record Date Payment Date Amount Per Share Cash Distribution

Year ended December 31, 2025

March 18, 2024 March 28, 2024 April 1, 2024 $ 20.00 $ 400

June 26, 2024 June 28, 2024 July 1, 2024 $ 20.00 $ 400

September 16, 2024 September 30, 2024 October 1, 2024 $ 20.00 $ 400

December 31, 2024 January 1, 2025 January 2, 2025 $ 20.00 $ 400

March 31, 2025 A

March 30, 2025 April 1, 2025 $ 20.00 $ 400

June 30, 2025 A

June 30, 2025 July 1, 2025 $ 20.00 $ 400

September 29, 2025 B

September 29, 2025 October 1, 2025 $ 9.44 2

December 10, 2025 B December 22, 2025 January 1, 2026 $ 21.25 $ 1,063

Year ended December 31, 2024

April 13, 2023 March 20, 2023 April 14, 2023 $ 12.44 $ 249

June 27, 2023 June 27, 2023 July 1, 2023 $ 20.00 $ 400

September 27, 2023 September 27, 2023 October 2, 2023 $ 20.00 $ 400

December 25, 2023 December 27, 2023 January 2, 2024 $ 20.00 $ 400

The Company’s dividends and distributions on the Company’s common shares are recorded on the declaration date.

Effective December 8, 2023, the Company terminated the DRIP.

The following table summarizes the Company’s dividend declarations and distributions, including DRIP shares and dividend shares issued on vested restricted stock awards, during the years ended December 31, 2024 and 2023:

Record Date Payment Date Amount Per Share Cash Distribution DRIP Shares Issued Dividend Shares Issued

on Unvested RSAs

March 18, 2024 A

March 28, 2024 April 1, 2024 $ 20.00 $ 400

June 26, 2024 A

June 28, 2024 July 1, 2024 $ 20.00 $ 400

September 16, 2024 A

September 30, 2024 October 1, 2024 $ 20.00 $ 400

December 31, 2024 A January 1, 2025 January 2, 2025 $ 20.00 $ 400

1 Series A Preferred Stock exchanged for Common Stock and cash on September 16, 2025.

2 Prorated for the initial dividend period from the date of the issuance of the Series B preferred stock on August 20, 2025.

The Company’s dividends and distributions on the Common Stock are recorded on the declaration date.

The following table summarizes the Company’s dividend declarations and distributions, including dividend shares issued on vested restricted stock awards, during the years ended December 31, 2025 and 2024:

Record Date Payment Date Amount Per Share Cash Distribution Dividend Shares Issued on Unvested RSAs

Date Declared # $

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Year ended December 31, 2024

February 27, 2023 April 4, 2023 April 14, 2023 $ 0.18 $ 4,291 6 $ 72 5 $ 60

March 19, 2024 April 1, 2024 April 15, 2024 $ 0.19 $ 4,617 6 $ 71

June 27, 2024 July 9, 2024 July 19, 2024 $ 0.19 $ 4,827 5 $ 78

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Diluted earnings per share reflects the potential dilution that could occur upon the exercise of stock options, to the extent outstanding, or upon the vesting of restricted stock grants, any of which would result in the issuance of Common Stock that would then share in the net income of the Company.

Year Ended December 31,

2025 2024 2023

Financial Holding Company

Investment Company

Basic earnings per share:

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Net income, for diluted earnings per share 1,2

Preferred dividends on dilutive Series A convertible preferred stock¹ — — —

Net income, for diluted earnings per share 49,253 45,875 32,311

$ 58,177 $ 49,253 $ 45,875

Total weighted-average basic shares outstanding 26,324 24,945 24,263

1 unchanged sentence

Total weighted-average diluted shares outstanding 4,5

26,715 25,186 24,348

Diluted earnings per share $ 2.18 $ 1.96 $ 1.88

Anti-dilutive warrants, restricted stock awards, and Series A convertible preferred stock 48 998 1,153

1 For periods presented, the Series A convertible preferred stock was antidilutive and, therefore, the preferred dividends have not been added back to the numerator of Net income, for diluted earnings per share.

1 For periods presented the Series A convertible preferred stock was anti-dilutive and, therefore, the preferred dividends have not been added back to the numerator of Net income, for diluted earnings per share.

2 Series A Preferred Stock exchanged for Common Stock and cash on September 16, 2025.

3 Incremental diluted shares from restricted stock awards under the treasury stock method.

3 For the year ended ended December 31, 2024 and December 31, 2023, the Warrants were not included in the diluted share count because the results would have been anti-dilutive under the if-converted method.

4 For the years ended December 31, 2025, 2024 and 2023, the incremental diluted shares from Series A convertible preferred stock were not included in the diluted earnings per share count because the results would have been anti-dilutive under the treasury stock method.

5 For the years ended December 31, 2025, 2024 and 2023, the warrants were not included in the diluted share count because the results would have been anti-dilutive under the if-converted method.

NOTE 19—LEASES:

Under ASC 842, operating lease expense is generally recognized on a straight-line basis over the term of the lease.

These renewal options are not considered in the remaining lease term unless it is reasonably certain the Company will exercise such options.

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$ 1,537 $ 3,115 $ 3,124

1 Included in Other general and administrative costs on the consolidated statements of operations.

1 Included in Other general and administrative costs on the consolidated statements of income.

The following table represents the maturity of the Company’s operating lease liabilities as of December 31, 2025:

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Accordingly, for restricted stock awards, the Company measures the grant date fair value based upon the market price of its Common Stock on the date of the grant and amortizes the fair value of the awards as stock-based compensation expense over the requisite service period, which is generally the vesting term.

The Compensation, Corporate Governance and Nominating Committee of the Board approves the issuance of awards of restricted stock to employees and directors pursuant to the 2023 Stock Incentive Plan, which was approved by the Board in April 2023 and the Company’s shareholders on June 14, 2023.

No new awards may be granted under the 2015 Stock Incentive Plan, which was terminated by the Board in April 2023.

The following table summarizes the restricted stock issuances under the 2015 and 2023 Stock Incentive Plans, net of shares forfeited, if any:

The Compensation, Corporate Governance and Nominating Committee of the Board approves the issuance of awards of restricted stock to employees and directors pursuant to the Company’s 2023 Stock Incentive Plan, which was approved by the Board in April 2023 and the Company’s shareholders on June 14, 2023.

No new awards may be granted under the Company’s 2015 Stock Incentive Plan, which was terminated by the Board in April 2023.

The following table summarizes the restricted stock issuances under the Company’s 2015 and 2023 Stock Incentive Plans, net of shares forfeited, if any:

Restricted Stock authorized under the plan 2

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Total net restricted stock (granted)/forfeited ( 561 ) ( 636 )

1 No stock options were granted under the 2015 or 2023 Stock Incentive Plans.

2 The 2023 Stock Incentive Plan provides for an initial share reserve of up to 3.0 million shares of Common Stock.

Awards of restricted stock granted under the 2015 and 2023 Stock Incentive Plans generally vest over a one - to three-year periods from the grant date;

awards of restricted stock granted under the 2023 Stock Incentive Plan to non-employee directors generally vest over a one -year period.

1 The Company’s 2023 Stock Incentive Plan provides for an initial share reserve of up to 3.0 million shares of Common Stock.

2 No stock options were granted under the Company’s 2015 or 2023 Stock Incentive Plans.

Awards of restricted stock granted under the Company’s 2015 and 2023 Stock Incentive Plans generally vest over a one - to three-year periods from the grant date;

awards of restricted stock granted under the Company’s 2023 Stock Incentive Plan to non-employee directors generally vest over a one-year period.

The grant date fair value is expensed over the service period, starting on the grant date.

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Unrecognized compensation expense on unvested awards $ 2,680 $ 5,929

Weighted-average period of unrecognized compensation expense 1.0 year 1.7 years

Weighted-average period of unrecognized compensation expense 1.3 years 1.0 year

Employee Stock Purchase Plan (ESPP)

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The purchase price per shares acquired under the ESPP will never be less than 85 % of the fair market value of the lesser of our Common Stock on the offering date or purchase date.

The Compensation, Corporate Governance and Nominating Committee of our Board of Directors, in its discretion, may terminate the ESPP at any time with respect to any shares for which options have not been granted and has the right to amend the ESPP with stockholder approval within 12 months before or after the adoption of the amendment.

The Compensation, Corporate Governance and Nominating Committee of our Board, in its discretion, may terminate the ESPP at any time with respect to any shares for which options have not been granted and has the right to amend the ESPP with stockholder approval within 12 months before or after the adoption of the amendment.

The difference between the Common Stock’s fair value and the employee’s discounted purchase price is expensed at the time of purchase.

1 unchanged sentence

Year Ended December 31,

Year Ended December 31, 2023

Offering Period

Commencement date

2025 2024 2023

Offering Period Dates Shares purchased

Weighted avg share price

Total purchased, net of discount Shares purchased Weighted avg share price

Total purchased, net of discount

Commencement End

10/1/2023 3/15/2024 — $ — — 5 $ 9.83 51 4 $ 13.05 51

Shares purchased

4/1/2024 9/15/2024 — $ — — 10 $ 10.21 101 — $ — —

Weighted average share price

10/1/2024 3/15/2025 4 $ 10.97 $ 48 5 $ 11.03 55 — $ — —

Total purchased, net of discount

4/1/2025 9/15/2025 14 $ 9.95 $ 142 — $ — — — $ — —

10/1/2025 12/15/2025 8 $ 10.23 $ 77 — $ — — — $ — —

Totals 26 $ 10.19 $ 267 20 $ 10.32 $ 207 4 $ 10.32 $ 51

The ESPP share activity is as follows:

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Year ended December 31, 2024 ( 20 )

Year ended December 31, 2025 ( 26 )

Available for future purchases, December 31, 2025 150

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NOTE 21—INCOME TAXES:

The Company elected to be treated as a RIC under the Code beginning with the 2015 tax year and, through the year ended December 31, 2022, operated in a manner so as to continue to qualify for the tax treatment applicable to RICs.

The Company filed its final RIC tax return for the year ended December 31, 2022.

Beginning with 2023, the Company no longer qualifies as a RIC and instead will file a consolidated U.S.

federal income tax return.

Financial holding companies are subject to federal and state income taxes in essentially the same manner as other corporations.

One of the Company’s wholly owned subsidiaries is undergoing a federal income tax audit for the fiscal year ended December 31, 2022.

Effective Tax Rate and Net Operating Losses

The effective tax rate was 25.97 % for the year ended December 31, 2024.

The effective tax rate differs from the federal tax rate of 21% for the year ended December 31, 2024, due primarily to the addition of estimated state tax.

The components of income tax expense for the years ended December 31, 2025, 2024 and 2023 were as follows:

Years ended December 31,

Current income tax expense/(benefit):

2025 2024 2023

Current income tax expense:

Federal $ 8,144 $ 4,637 $ 1,251

State 2,839 2,799 1,593

Total current expense/(benefit) 7,436 2,844

Total current expense 10,983 7,436 2,844

Deferred income tax expense/(benefit):

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Total income tax expense/(benefit) $ 19,465 $ 17,839 $ ( 1,956 )

The components of income taxes paid for the years ended December 31, 2025, 2024 and 2023 were as follows:

Years ended December 31,

2025 2024 2023

Total Incomes Taxes Paid 12,502 7,429 6,884

Federal 8,471 3,904 4,650

Florida 615 — —

New York City — 314 —

New York State 1,544 1,704 1,128

Other 1,872 1,507 1,106

For the years ended December 31, 2025, 2024 and 2023, income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal income tax rate of 21% as shown in the following table:

Years ended December 31,

Tax on income computed at statutory federal income tax rate $ 14,425 9,528

Increase (decrease) in taxes resulting from:

State income tax, net of federal tax effect 3,538 911

Non-deductible expenses ( 148 ) 788

2025 2024 2023

US federal statutory income tax rate $ 16,795 21.00 % 14,425 21.00 % 9,528 21.00 %

State and local income taxes, net of federal effect 3,125 3.91 % 3,538 5.15 % 911 2.01 %

Domestic federal reconciling items

Nontaxable and nondeductible items, net 531 0.66 % ( 148 ) ( 0.22 ) % 788 1.74 %

Other ( 986 ) ( 1.23 ) % 24 0.04 % ( 203 ) ( 0.45 ) %

Realization of net operating loss carryforwards — — % — — % ( 7,430 ) ( 16.38 ) %

DTA realization due to change in taxpayer status — — % — — % ( 5,550 ) ( 12.23 ) %

Other, net 24 ( 203 )

Income tax expense/(benefit) $ 19,465 24.34 % 17,839 25.97 % ( 1,956 ) ( 4.31 ) %

Effective tax rate 25.97 % ( 4.31 ) %

For the years ended December 31, 2025, state income taxes in Florida and New York comprise the majority of the state income tax expense, net of federal effect category.

For the years ended December 31, 2024 and 2023, state income taxes in New York comprise the majority of the state income tax expense, net of federal effect category.

Significant components of the Company’s net deferred tax asset at December 31, 2025 and 2024 are listed below:

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Stock compensation 21 1,134

Loans — 2,677

Goodwill and intangible assets — 217

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Loans 15,381 6,069

Other 115 197

Total deferred tax liabilities 25,801 16,387

Net deferred tax asset (liability) $ ( 2,244 ) $ 5,230

At December 31, 2024, the Company has $ 4.1 million of state net operating loss carryforwards.

Of the $ 4.1 million, $ 4.0 million is expected to expire at various dates through 2043 with the remainder of the net operating losses having indefinite lives.

If substantial changes in the Company’s ownership occur, there would be an annual limitation on the amount of carryforward(s) that can be utilized.

Net deferred tax liability $ ( 10,728 ) $ ( 2,244 )

At December 31, 2025 and December 31, 2024, the Company has $ 19.1 million and $ 4.1 million of state net operating loss carryforwards, respectively.

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

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However, the Company’s net operating losses continue to be subject to review by tax authorities in the period utilized notwithstanding origination in closed periods.

The following table provides details of the expiration dates for Company’s net operating loss carryforwards at December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

Years ended 2029 - 2035 $ 38 $ 154

Years ended 2036 - 2043 18,944 3,872

$ 19,068 $ 4,112

As of December 31, 2025, the Company had no uncertain tax positions.

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With the exception of goodwill, which is assigned a 100 % weighting, equity capital allocations ranged from 0 % to 25 % during the year.

Any excess or deficient equity not allocated to segments based on risk is assigned to the Corporate & Other segment.

Any excess or deficient equity not allocated to segments based on risk is assigned to Corporate & Other.

Net interest income, provision for credit losses, and non-interest expense amounts are recorded in their respective segments to the extent the amounts are directly attributable to those segments.

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The assignment and allocation methodologies used in the segment reporting process discussed above change from time to time as systems are enhanced, methods for evaluating segment performance or product lines change or as business segments are realigned.

The Company operates five reportable segments for management reporting purposes with their operating and financials results reviewed by the chief operating decision maker (“CODM”), which is the Chief Executive Officer of the Company.

The Company operates four reportable segments for management reporting purposes with their operating and financial results reviewed by the chief operating decision maker (“CODM”), which is the Chief Executive Officer of the Company.

The CODM assesses overall segment performance based on pre-tax income and uses this metric to allocate resources for each segment, focusing on budgeting and forecasting.

The Company has five segments, as discussed below:

Newtek Bank originates, services and sells SBA 7(a) loans in a similar manner to NSBF’s historic business model (see Non-Bank Lending below) and originates and services SBA 504 loans, C&I loans, CRE loans and ABL loans.

The Company has four segments, as discussed below:

Newtek Bank originates, services and sells SBA 7(a) loans in a similar manner to NSBF’s historic business model (see NSBF below) and originates and services SBA 504 loans, C&I loans, CRE loans and ABL loans.

In addition, Newtek Bank offers depository services.

Alternative Lending

Alternative Lending includes NALH and its subsidiaries as well as NH6.

The Company has originated loans under its alternative lending program since 2019.

Alternative Lending includes NALH (Newtek ALP Holdings) and its subsidiaries.

The Company has originated loans under its Alternative Lending Program (ALP) since 2019.

Prior to July 1, 2024, the Company originated ALP loans with the intent to sell to a JV.

While the Company continues to source JV partners to participate in this program, the Company could also originate ALP loans designated as HFI.

While the Company may continue to source JV partners to participate in the ALP, the Company’s subsidiary Newtek ALP Holdings (NALH) currently originates ALP loans designated as HFI.

The Company does not expect any significant changes to the underwriting or terms of loans in its ALP.

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no new loan origination activity takes place.

A material portion of NSBF’s legacy portfolio of SBA 7(a) loans reside in securitization trusts.

A material portion of NSBF’s legacy portfolio of SBA 7(a) loans reside in three securitization trusts.

Payments includes NMS, POS and Mobil Money.

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– POS is a provider of a cloud based Point of Sale (POS) system for a variety of restaurant, retail, assisted living, parks and golf course businesses, which provides not only payments and purchase technology solutions, but also inventory, customer management, reporting, employee time clock, table and menu layouts, and ecommerce solutions as the central operating system for an SMB.

NTS provides website hosting, web design and development, dedicated server hosting, cloud hosting, internet marketing, ecommerce, data storage, backup and disaster recovery, and other related services including consulting and implementing technology solutions for enterprise and commercial clients across the U.S.

As a result of commitments made to the Federal Reserve in connection with the Acquisition, the Company has divested of NTS on January 2, 2025.

As a result of the Company’s entry into the NTS Sale Agreement and the Company’s completion of the NTS Sale, t he Company has reported NTS as Held for Sale as of December 31, 2024 and will not be reported as a segment in future filings given the sale of NTS.

See NOTE 9—ASSETS AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE.

See NOTE 25—SUBSEQUENT EVENTS:

Corporate and Other

The information provided under the caption “Corporate and Other” represents operations not considered to be reportable segments and/or general operating expenses of the Company, and includes the parent company, other non-bank subsidiaries including NIA and PMT, and elimination adjustments to reconcile the results of the operating segments to the condensed consolidated financial statements prepared in conformity with GAAP.

F ormer Reportable Segment

NTS provided website hosting, web design and development, dedicated server hosting, cloud hosting, internet marketing, ecommerce, data storage, backup and disaster recovery, and other related services for commercial clients.

As a result of commitments made to the Federal Reserve in connection with the Acquisition, the Company divested of NTS on January 2, 2025.

As a result of the Company’s completion of the NTS Sale, Technology is no longer be reported as a reportable segment.

See NOTE 4—INVESTMENTS:

Intelligent Protection Management Corp .

The following tables provide financial information for the Company's segments:

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Banking Alternative Lending

NSBF Payments Corporate & Other

Segment Elim Segment Elim Segment Elim Segment Elim

Interest income $ 105,287 $ ( 8 ) $ 28,956 $ ( 116 ) $ 24,369 $ ( 509 ) $ 3,712 $ ( 3,671 ) $ 1,168 $ ( 773 ) $ 158,415

Interest expense 43,080 ( 889 ) 9,188 — 12,011 — 4,372 ( 66 ) 34,956 ( 4,122 ) 98,530

Net interest income/(loss)

62,207 881 19,768 ( 116 ) 12,358 ( 509 ) ( 660 ) ( 3,605 ) ( 33,788 ) 3,349 59,885

Provision for loan credit losses 38,729 — — — — — — — — — 38,729

Net interest income after provision for loan credit losses 23,478 881 19,768 ( 116 ) 12,358 ( 509 ) ( 660 ) ( 3,605 ) ( 33,788 ) 3,349 21,156

Noninterest income 136,306 ( 29,250 ) 81,102 — ( 12,214 ) — 47,211 ( 2,517 ) 81,647 ( 77,371 ) 224,914

Electronic payment processing expense — — — — — — 19,161 ( 1,517 ) 165 — 17,809

Salaries and employee benefits expense 57,918 ( 4,706 ) 1,439 ( 1,439 ) 418 55 8,245 ( 1,205 ) 16,750 7,295 84,770

Professional services expense 5,127 — 309 — 1,775 — 528 — 7,722 — 15,461

Other loan origination and maintenance expense 25,253 ( 14,778 ) 8,131 ( 5,551 ) 14,263 ( 8,824 ) — — 155 ( 84 ) 18,565

Depreciation and amortization 169 — — — 155 — 344 — — — 668

Loss on extinguishment of debt — — — — — — 179 — — — 179

Other general and administrative costs 14,544 ( 457 ) 2,510 ( 82 ) 3,505 ( 3 ) 1,792 ( 292 ) 7,662 ( 538 ) 28,641

Income before taxes

56,773 ( 8,428 ) 88,481 6,956 ( 19,972 ) 8,263 16,302 ( 3,108 ) 15,405 ( 80,695 ) 79,977

Income tax expense (benefit) 15,510 ( 15,510 ) — — — — — — 3,955 15,510 19,465

$ 41,263 $ 7,082 $ 88,481 $ 6,956 $ ( 19,972 ) $ 8,263 $ 16,302 $ ( 3,108 ) $ 11,450 $ ( 96,205 ) $ 60,512

Assets $ 1,769,573 $ ( 45,506 ) $ 744,113 $ ( 141,549 ) $ 410,234 $ ( 68,629 ) $ 119,175 $ ( 98,332 ) $ 744,124 $ ( 688,384 ) $ 2,744,819

Goodwill & intangible assets

$ 783 $ — $ — $ 13,814 $ — $ 14,597

Amortization of intangible assets

$ 170 $ — $ — $ — $ — $ 170

As of and for the year ended December 31, 2024

Banking Alternative Lending

Technology NSBF Payments Corporate & Other

Segment Elim Segment Elim Segment Elim Segment Elim Segment Elim

Segment Elim Segment Elim Segment Elim Segment Elim Segment Elim Segment Elim

Interest income $ 69,576 $ ( 2 ) $ 15,073 $ ( 12 ) $ 6 $ ( 6 ) $ 36,655 $ ( 421 ) $ 2,362 $ ( 2,310 ) $ 2,364 $ ( 1,867 ) $ 121,418

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$ 197 $ — $ 466 $ — $ 805 $ — $ 1,468

NOTE 23—SUPPLEMENTAL FINANCIAL DATA:

During the year ended December 31, 2022 when we operated as a BDC, in accordance with the SEC’s Regulation S-X and GAAP, we were not permitted to consolidate any subsidiary or other entity that is not an investment company, including those in which we have a controlling interest.

We had two unconsolidated subsidiaries that met at least one of the significance conditions under Rule 1-02(w) of Regulation S-X during certain periods presented for which we were previously required, pursuant to Rule 3-09 of Regulation S-X, to attach separate financial statements as exhibits to the Form 10-K for the year ended December 31, 2022.

Refer to our 2022 Form 10-K filed March 15, 2023 and exhibits thereto.

NOTE 23—NEWTEKONE, INC.

- PARENT COMPANY ONLY:

The following statement of financial condition, statement of income and statement of cash flows are for NewtekOne, Inc.

The following statements of financial condition, statements of income and statements of cash flows are for NewtekOne, Inc.

and should be read in conjunction with the consolidated financial statements and the notes thereto.

Statement of Financial Condition

Statements of Financial Condition

As of December 31,

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Investments in and receivables due from subsidiaries and associated companies 858,874 699,059

Premises and fixed assets (including capitalized leases) — 64

Other assets 16,145 9,617

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Total liabilities and shareholder's equity $ 900,647 $ 733,514

Statement of Income

Statements of Income

For the year ended December 31,

2025 2024 2023

Interest income $ 722 $ 1,851 $ 2,319

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Net income $ 60,512 $ 50,853 $ 62,817

Statement of Cash Flows

Statements of Cash Flows

For the year ended December 31,

2025 2024 2023

Cash flows from operating activities:

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Other, net 4,825 6,634 7,570

Net cash (used in) operating activities ( 17,915 ) ( 12,874 )

Net cash provided by (used in) operating activities 111 ( 17,915 ) ( 12,874 )

Cash flow from investing activities

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Net cash provided by financing activities 91,973 103,817 92,520

Net (decrease) increase in cash and restricted cash 5,252 ( 37,927 )

Net increase (decrease) in cash and restricted cash 1,585 5,252 ( 37,927 )

Cash and restricted cash - beginning of period 19,123 13,871 51,798

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Maximum borrowings under the SPV I Facility are $ 100.0 million.

The lender’s commitments terminate in May 2025, with all amounts due under the SPV I Facility maturing in November 2025.

The lender’s commitments terminate in July 2027, with all amounts due under the SPV I Facility maturing in July 2028.

At December 31, 2025, total principal owed by SPV I was $ 16.6 million.

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Maximum borrowings under the SPV III One Florida Bank Facility are $ 35.0 million.

The One Florida Bank Facility matures in May 2025.

The One Florida Bank Facility matures in August 2028.

At December 31, 2025, total principal owed by SPV III was $ 33.3 million.

At December 31, 2025, the Company determined that it is not probable that payments would be required to be made under the guarantee.

On April 27, 2023, the SPV III One Florida Bank Facility was amended to increase maximum borrowings under the line to $ 30.0 million.

The Company is a guarantor on the Webster Facility, a term loan facility between NMS with Webster Bank with an aggregate principal amount up to $ 54.9 million.

The Webster Facility matures in November 2027.

On August 7, 2025, the SPV III One Florida Bank Facility was amended to increase maximum borrowings under the line to $ 30.0 million.

The Company is a guarantor on the Goldman Facility, a term loan facility between NMS with Goldman with an aggregate principal amount up to $ 95.0 million.

The Goldman Facility matures in September 2030.

At December 31, 2025, total principal outstanding was $ 89.8 million.

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The Company is a guarantor on certain of NSBF’s potential obligations to the SBA pursuant to the Wind-down Agreement.

Specifically, pursuant to the Wind-down Agreement, the Company has guaranteed NSBF’s obligations to the SBA for post-purchase repairs or denials on the guaranteed portion of 7(a) Loans sold by NSBF on the secondary market or servicing/liquidation post-purchase repairs or denial, and has funded a $ 10.0 million restricted cash account at Newtek Bank to secure these potential obligations.

The Company is a guarantor on NMS’s potential obligations to Synovus Bank (“Synovus”) pursuant to the credit card processing bank sponsorship agreement between NMS and Synovus.

Synovus may not seek to enforce the guaranty unless and until NMS has materially defaulted on the guaranteed obligations and failed to cure such default(s) within thirty (30) days of receipt of written notice of such default(s) from Synovus.

At December 31, 2025, the Company determined that it is not probable that payments would be required to be made under the guarantee.

NOTE 24—SUBSEQUENT EVENTS:

On January 2, 2025, the Company completed the previously announced sale of its wholly owned subsidiary Newtek Technology Solutions, Inc.

(“NTS”) to Paltalk, Inc.

(“Paltalk,” subsequently renamed Intelligent Protection Management Corp, (Nasdaq:

IPM) (the “NTS Sale”), pursuant to the Agreement and Plan of Merger (the “Agreement”), dated as of August 11, 2024, by and among Paltalk, PALT Merger Sub 1, Inc., PALT Merger Sub 2, LLC, NTS and the Company.

As previously disclosed, in connection with the Company’s acquisition of Newtek Bank and transition to a financial holding company, the Company made a commitment to the Board of Governors of the Federal Reserve System to divest or terminate the activities of NTS.

Under the terms of the Agreement, at the closing of the NTS Sale, Paltalk acquired NTS for a combination of $ 4.0 million in cash, subject to certain purchase price adjustments (the “Cash Consideration”), and 4.0 million shares of a newly created series of Paltalk non-voting preferred stock, the Series A Non-Voting Common Equivalent Stock (the “Preferred Stock”) (the “Stock Consideration” and together with the Cash Consideration, the “Closing Consideration”).

Upon the occurrence of certain specified transfers of the Preferred Stock, each share of Preferred Stock will automatically convert into one share of common stock of Paltalk, subject to certain anti-dilution adjustments.

In addition to the Closing Consideration, the Company may be entitled to receive an earn-out amount of up to $ 5.0 million, payable in cash, Preferred Stock, or a combination thereof (as determined in Paltalk’s discretion), based on Paltalk's achievement of certain cumulative average Adjusted EBITDA thresholds for the 2025 and 2026 fiscal years.

Pursuant to the Agreement, the Company is entitled to appoint one representative to the Paltalk board of directors.

The Company will account for our investment in Paltalk under ASC 321 beginning in the first quarter of 2025.

Securitization

On January 21, 2026, the Company’s subsidiary Newtek ALP Holdings closed a securitization pursuant to which it sold $ 251.9 million of Class A Notes, $ 35.9 million of Class B Notes, and $ 6.8 million of a Class C Note (collectively, the “2026-1 Notes”) issued by NALP Business Loan Trust 2026-1.

The Notes are backed by $ 341.8 million of collateral, consisting of $ 284.4 million of Company originated ALP loans and a prefunding account to acquire additional ALP loans originated by the Company.

The Class A Notes received a Morningstar DBRS rating of “A (low) (sf)” and were priced at a yield of 5.796 %;

the Class B Notes received a Morningstar DBRS rating of “BBB (sf)” and were priced at a yield of 7.296 %;

and the Class C Note received a Morningstar DBRS rating of “BB (sf)” and was priced at a yield of 10.146 %.

The 2026-1 Notes had a weighted average yield of 6.08 % and an 86 % advance rate.

Exchange of 2026 Notes for 2031 Notes and Repayment of 2026 Notes

On January 28, 2026, the Company closed on its offer to exchange any and all of its 2026 Notes for its newly issued 2031 Notes, and thereby exchanged $ 7.9 million in aggregate principal amount of outstanding 2026 Notes for an equal principal amount of 2031 Notes.

The 2031 Notes bear interest at a rate of 8.50 % per year payable quarterly on February 1, May 1, August 1 and November 1 of each year, will mature on February 1, 2031, and may be redeemed at the Company’s option, in whole or in part at any time or from time to time on or after February 1, 2028 at a redemption price of 100 % of the outstanding principal amount of the 20231 Notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.

The 2031 Notes trade on the Nasdaq Global Market under the trading symbol “NEWTO.”

On February 1, 2026, the Company repaid the remaining $ 87.1 million aggregate principal amount of 2026 Notes outstanding on the 2026 Notes maturity date.

Issuance of 2033 Notes

On February 18, 2026, the Company completed an exempt offering of $ 15.0 million aggregate principal amount of its 8.375 % Notes due 2033 (the “ 2033 Notes” and the "Offering").

The Offering was consummated pursuant to the terms of a purchase agreement (the “Purchase Agreement”) dated February 17, 2026 between the Company and an institutional accredited investor (the “Purchaser”).

The Purchase Agreement provided for the Note to be issued to the Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The Company relied upon this exemption from registration based in part on representations made by the Purchaser.

The 2033 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

The net proceeds from the sale of the 2033 Notes were approximately $ 14.9 million.

The Company intends to use the net proceeds from the sale of the 2033 Notes for general corporate purposes.

The 2033 Notes will mature on March 1, 2033.

The 2033 Notes may be redeemed by the Company, at its option, at a make-whole price at any time prior to January 1, 2033, or at a price equal to 100 % of the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest, if any, thereafter.

The 2033 Notes bear interest at a rate of 8.375 % per year payable semiannually on February 1 and August 1 each year, beginning on August 1, 2026.

The 2033 Notes will be the Company’s direct unsecured obligation and ranks pari passu, or equal, with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The 2033 Notes will be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures