NewtekOne, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures: Our management, under the supervision and with the participation of the Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2025. The term "disclosure controls and procedures" means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. It 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 a company; 2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of a 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 a company's assets that could have a material effect on the financial statements. Our management conducted an assessment, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, under the oversight of our Board of Directors, of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that our internal control over financial reporting (“ICFR”) was effective at December 31, 2025. 105 Table of Contents Limitations on Effectiveness of Controls and Procedures Because of its inherent limitations, management does not expect that our disclosure controls and procedures or our ICFR will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. 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. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. (c) Audit Report of the Registered Public Accounting Firm. 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.” 106 Table of Contents ITEM 9B. OTHER INFORMATION. None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year. We have adopted an insider trading policy governing the purchase, sale and/or other disposition of our securities by our directors, officers and employees and other covered persons, as well as the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards, as applicable. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION. The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year. ITEM 13. CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE. The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year. 107 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a)(1) Financial Statements. (a)(2) No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements. (a)(3) Exhibits. The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission. Number Description 3.1 Amended and Restated Articles of Incorporation of Newtek Business Services Corp. (Previously filed in connection with Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-191499) filed on November 3, 2014, and incorporated by reference herein). 3.2 Amended Bylaws of NewtekOne, Inc ., filed herewith. 3.3 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. 814-01035), filed May 13, 2021. 4.1 Form of Common Stock Certificate (Incorporated by reference to Exhibit 99.5 to Registrant’s Registration Statement on Form N-14 (File No. 333-195998), filed September 24, 2014). 4.2 Description of Securities filed herewith. 4.3 Base Indenture, dated as of September 23, 2015, between Newtek, as issuer, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit d.2 to Newtek’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-2, No. 333-204915, filed September 23, 2015). 4.4 Fourth Supplemental Indenture, dated as of July 29, 2019, between Newtek, as issuer, and U.S. Bank, National Association, as trustee (Incorporated by reference to Exhibit d.8 to Newtek’s Post-Effective Amendment No. 7 to its Registration Statement on Form N-2, No. 333-224976, filed July 29, 2019). 4.5 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. 333-224976, filed July 29, 2019). 4.6 Fifth Supplemental Indenture, dated as of November 27, 2020, relating to the 6.85% Notes due 2025, by and between the Company and U.S. Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to Newtek’s Current Report on Form 8-K, filed November 27, 2020). 4.7 Sixth Supplemental Indenture, dated as of January 6, 2021, relating to the 6.85% Notes due 2025, by and between the Company and U.S. Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.3 to Newtek’s Current Report on Form 8-K filed January 6, 2021). 4.8 Seventh Supplemental Indenture dated of January 22, 2021 between Newtek Business Services Corp. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to Newtek’s Current Report on Form 8-K filed January 22, 2021). 4.9 Form of 5.50 % Notes due 2026 (Incorporated by reference to Exhibit 4.2 to Newtek’s Current Report on Form 8-K filed January 22, 2021). 4.10 Eighth Supplement Indenture dated of February 16, 2021 between Newtek Business Services Corp. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 to Newtek’s Current Report on Form 8-K filed February 16, 2021). 4.11 Form of 5.75 % Notes due 2024 (Incorporated by reference to Exhibit 4.4 to Newtek’s Current Report on Form 8-K filed February 16, 2021). 4.12 Tenth Supplemental Indenture, dated as of March 31, 2022 relating to the 5.00% Notes due 2025, by and between the Company and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Newtek’s Current Report on Form 8-K, filed March 31, 2022). 10.1 Form of Dividend Reinvestment Plan (Previously filed in connection with Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-191499) filed on November 3, 2014, and incorporated by reference herein). 108 Table of Contents 10.2 Stock Purchase Agreement by and among Newtek Business Services Corp. and the Sellers named in Schedule A thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 2, 2021). 10.3 Mortgage Warehouse Loan and Security Agreement, by and between NBL SPV III, LLC and One Florida Bank, dated September 21, 2021 (incorporated by reference to Exhibit 10.1 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (File No. 814-010305), filed November 12, 2021). 10.4 Master Repurchase Agreement, by and between NBL SPV II, LLC and Deutsche Bank AG, dated March 18, 2021 (incorporated by reference to Exhibit 10.1 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (File No. 814-010305), filed November 12, 2021). 10.5 Newtek Business Services Corp. 2015 Stock Incentive Plan (incorporated by reference to Exhibit 4.4 to Newtek’s Registration Statement on Form S-8 (File No. 333-212679), filed July 26, 2016). 10.6 Form of Restricted Stock Award Agreement - 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Newtek’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36742), filed April 1, 2024). 10.7 NewtekOne 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-36742), filed August 7, 2023). 10.8 Form of Restricted Stock Award Agreement - 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No. 001-36742), filed November 9, 2023). 10.9 NewtekOne 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-36742), filed August 7, 2023). 10.10 Employment Agreement by and between NewtekOne, Inc., Newtek Bank N.A., and M. Scott Price dated as of May 16, 2023 (incorporated by reference to Exhibit 10.1 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No. 001-36742), filed November 9, 2023). 10.11 Amendment to Employment Agreement by and between NewtekOne, Inc., Newtek Bank N.A., and M. Scott Price dated as of July 1, 2023 (incorporated by reference to Exhibit 10.2 to Newtek’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No. 001-36742), filed November 9, 2023). 10.12 Form of Change in Control Agreement (incorporated by reference to Exhibit 10.25 to Newtek’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36742), filed April 1, 2024). 10.13 Amendment to Employment Agreement by and between NewtekOne, Inc. 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). 14.1 Code of Ethics (Previously filed in connection with Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-191499) filed on November 3, 2014, and incorporated by reference herein). 19.1 NewtekOne, Inc. Statement of Policy on Insider Trading 21.1 Subsidiaries of the Registrant filed herewith. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification by Principal Executive Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith. 31.2 Certification by Principal Financial Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith. 31.3 Certification by Principal Accounting Officer required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, furnished herewith. 32.1 Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith. 32.2 Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith. 32.3 Certification by Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith. 97.1 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). 109 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEWTEKONE, INC. Date: March 10, 2026 By: / S / B ARRY S LOANE Barry Sloane Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) Date: March 10, 2026 By: / S / F RANK M. D E M ARIA Frank M. DeMaria 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/ BARRY SLOANE Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer) March 10, 2026 Barry Sloane /S/ FRANK M. DEMARIA Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 10, 2026 Frank M. DeMaria /S/ RICHARD SALUTE Director March 10, 2026 Richard Salute /S/ GREGORY ZINK Director March 10, 2026 Gregory Zink /S/ CRAIG BRUNET Director March 10, 2026 Craig Brunet /S/ PETER DOWNS Director March 10, 2026 Peter Downs /S/ FERNANDO PEREZ-HICKMAN Director March 10, 2026 Fernando Perez-Hickman /S/ HALLI RAZON-FEINGOLD Director March 10, 2026 Halli Razon-Feingold /S/ THOMAS CESTARE Director March 10, 2026 Thomas Cestare 110 Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents PAGE NO. Report of Independent Registered Public Accounting Firm (PCAOB ID : 49 ) F- 2 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting F- 5 Consolidated Statements of Financial Condition as of December 31, 202 5 and 20 24 F- 6 Consolidated Statements of Income for the years ended December 31, 202 5 , 2024 and 20 23 F- 8 Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 20 23 F- 9 Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023 F- 10 Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 20 23 F- 13 Notes to Consolidated Financial Statements F- 16 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of NewtekOne, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of NewtekOne, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated March 10, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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 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. As of December 31, 2025, total Level 3 loans held for sale and loans held for investment, which are measured at fair value had a fair value of $647.4 and $281.2 million, respectively. We identified the valuation of level 3 loans held for sale and loans held for investment, which are measured at fair value as a critical audit matter because of the judgments necessary for management to select and apply valuation techniques and assumptions, the high degree of auditor judgment involved, and the extensive audit effort involved in testing the valuations. 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: F-2 Table of Contents • 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 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 amount of schedules to the trial balance. • With the assistance of our valuation specialists, we evaluated the reasonableness of the methods and assumptions used by management in the valuation of accrual loans (discount rate, default rate, prepayment rate, cost of servicing, etc.) and performed a recalculation for a sample of loans to ensure validity of the valuation model. • With the assistance of our valuation specialists, we evaluated the reasonableness of the methods and assumptions used by management in the valuation of non-accrual loans (prepayment rate, probability of default, time to liquidate and discount rate). • We tested management’s estimates to evaluate the reasonableness of the fair market value of collateral used by management in the valuation of non-accrual loans for a sample of loans, by validating the source of information used by management with the relevant internal or external information from which it was derived. Additionally, we recalculated the present value of expected cashflows and compared it with the value of loans determined by management. Valuation of servicing assets, at fair value As described in Notes 2, 7 and 10 to the consolidated financial statements, servicing assets for loans originated by the Company’s nonbank subsidiaries are measured at fair value at each reporting date and the Company reports changes in the fair value of servicing assets in earnings in the period in which the changes occur. The Company’s servicing assets, at fair value are measured at fair value using unobservable inputs and assumptions. As such the Company’s servicing assets for the nonbank subsidiaries as of December 31, 2025 is classified as Level 3 within the fair value hierarchy as described in Note 10. Determining the fair value of the Level 3 servicing assets, 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, discount rate, servicing costs, default rate, prepayment rate, and the impact of economic conditions. As of December 31, 2025, total Level 3 servicing assets recorded at fair value had a balance of $15.4 million. We identified the valuation of servicing assets, at fair value as a critical audit matter because of the judgments necessary for management to select and apply valuation techniques and assumptions, the high degree of auditor judgment involved, and the extensive audit effort involved in testing the valuations. 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 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. • With the assistance of valuation specialists, developed an independent estimate of fair value for servicing assets or tested management’s fair value estimates as of December 31, 2025. • We reviewed the significant assumptions (e.g. discount rate, prepayment rate, default rate and servicing cost) used by externally engaged and internal valuation specialist for reasonableness. Allowance for credit losses on loans As described in Notes 2 and 5 to the consolidated financial statements, the allowance for credit losses on loans is established through a provision for credit losses and represents an amount which, in management’s judgment, will be adequate to absorb losses on existing loans. The Company’s consolidated allowance for credit losses on loan balances was $45.2 million at December 31, 2025. The allowance for credit losses on loans 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. F-3 Table of Contents The Company uses the discounted cash flow method to estimate expected credit losses for all loan portfolio segments measured on a pool basis wherein payment expectations are adjusted for estimated prepayment speeds, probability of default (PD), and loss given default (LGD). The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime PD. This analysis also determines how expected PD and LGD will react to forecasted levels of the loss drivers. Management utilizes various economic indicators such as changes in unemployment rates, gross domestic product (GDP), and other relevant factors as loss drivers and has determined that, due to historical volatility in economic data, four quarters currently represents a reasonable and supportable forecast period, followed by a four-period reversion to historical mean levels for each of the various economic indicators. The allowance evaluation also considers various qualitative factors, such as: (i) changes to lending policies, underwriting standards and/or management personnel performing such functions, (ii) delinquency and other credit quality trends, (iii) credit risk concentrations, if any, (iv) changes to the nature of the Company’s business impacting the loan portfolio, (v) and other external factors, that may include, but are not limited to, results of internal loan reviews, stress testing, examinations by bank regulatory agencies, or other events such as a natural disaster. The development of the loan loss allocation for pools of loans with similar risk characteristics requires a significant amount of judgment by management and the assumptions utilized are subject to changing economic conditions. We identified the Company’s allowance for credit losses on loans as a critical audit matter, specifically the economic forecasts and qualitative factors, because they involved complex auditor judgment in the evaluation of the Company’s assumptions. Additionally, complex auditor judgment was required to examine the methodology that underpins the allowance for credit losses on pools of loans with similar risk characteristics. This includes modeling of PD, LGD, economic forecasts, and qualitative factors. 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. • We evaluated management’s judgments used in the identification of peer banks for PD and LGD calculations by comparing peer banks to external information sources. • We evaluated management’s forecasts of future economic indicators for reasonableness, which included unemployment, housing price index, and national GDP growth, among others, by comparing these forecasts to external and internal information sources. • We evaluated management’s judgments and assumptions used in the development of the qualitative factors for reasonableness and tested the reliability of the underlying data on which these factors are based, by comparing information to source documents and external information sources. /s/ RSM US LLP We have served as the Company’s auditor since 2013. Hartford, Connecticut March 10, 2026 F-4 Table of Contents 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 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 10, 2026 F-5 Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In Thousands, except for Per Share Data) December 31, 2025 December 31, 2024 ASSETS Cash and due from banks $ 4,196 $ 6,941 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 Total cash and cash equivalents 310,291 381,374 Debt securities available-for-sale, at fair value 16,829 23,916 Loans held for sale, at fair value 971,837 372,286 Loans held for sale, at LCM 26,532 58,803 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 Allowance for credit losses ( 45,226 ) ( 30,233 ) Loans held for investment, at amortized cost, net 851,463 591,418 Federal Home Loan Bank and Federal Reserve Bank stock 4,234 3,585 Settlement receivable 438 52,465 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 Goodwill and intangibles 14,597 14,752 Right of use assets 2,790 5,688 Servicing assets, at fair value 15,358 22,062 Servicing assets, at LCM 29,564 24,195 Other assets 95,268 60,636 Assets held for sale — 21,308 Total assets $ 2,744,819 $ 2,059,912 F-6 See accompanying notes to consolidated financial statements. Table of Contents 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 Liabilities: Deposits: Noninterest-bearing $ 53,873 $ 11,142 Interest-bearing 1,364,535 961,910 Total deposits 1,418,408 973,052 Borrowings (including borrowings of VIEs of $ 127.1 million and $ 186.6 million, respectively) 819,888 708,041 Dividends payable — 5,233 Lease liabilities 2,874 6,498 Deferred tax liabilities, net 10,728 2,244 Due to participants 52,389 21,532 Accounts payable, accrued expenses and other liabilities 42,962 40,806 Liabilities directly associated with assets held for sale — 6,224 Total liabilities 2,347,249 1,763,630 Commitment and contingencies (Note 14) Shareholders' Equity: Series A Preferred stock (par value $ 0.02 per share; 0 and 20 authorized, 0 and 20 issued and outstanding, respectively) — 19,738 Series B Preferred stock (par value $ 0.02 per share; 54 and 0 authorized, 50 and 0 issued and outstanding, respectively) 48,181 — Common stock (par value $ 0.02 per share; 199,980 authorized, 28,658 and 26,291 issued and outstanding, respectively) 573 526 Retained earnings 94,990 57,773 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 Total liabilities and shareholders' equity $ 2,744,819 $ 2,059,912 F-7 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In Thousands, except for Per Share Data) Year Ended December 31, 2025 2024 2023 Interest income Debt securities available-for-sale $ 924 $ 1,482 $ 1,518 Loans and fees on loans 146,274 110,892 84,001 Other interest earning assets 11,217 9,044 8,854 Total interest income 158,415 121,418 94,373 Interest expense Deposits 41,894 28,690 15,849 Notes and securitizations 42,846 45,454 40,217 Bank and FHLB borrowings 13,790 6,969 11,673 Total interest expense 98,530 81,113 67,739 Net interest income 59,885 40,305 26,634 Provision for credit losses 38,729 26,216 11,704 Net interest income after provision for credit losses 21,156 14,089 14,930 Noninterest income Dividend income 3,211 1,519 1,757 Net loss on loan servicing assets ( 16,692 ) ( 12,665 ) ( 4,282 ) Servicing income 22,850 20,087 18,289 Net gains on sales of loans 47,555 97,183 51,467 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 Electronic payment processing income 43,849 46,049 42,855 Other noninterest income 32,969 40,296 23,762 Total noninterest income 224,914 217,312 176,772 Noninterest expense Salaries and employee benefits expense 84,770 77,931 65,708 Technology services expense — 12,261 14,272 Electronic payment processing expense 17,809 19,878 18,327 Professional services expense 15,461 15,813 13,077 Other loan origination and maintenance expense 18,565 13,770 9,433 Depreciation and amortization 668 1,784 2,884 Loss on extinguishment of debt 179 — 271 Other general and administrative costs 28,641 21,272 22,357 Total noninterest expense 166,093 162,709 146,329 Net income before taxes 79,977 68,692 45,373 Income tax expense 19,465 17,839 ( 1,956 ) Net income 60,512 50,853 47,329 Dividends to preferred shareholders ( 2,335 ) ( 1,600 ) ( 1,454 ) Net income available to common shareholders $ 58,177 $ 49,253 $ 45,875 Earnings per Common Share: Basic $ 2.21 $ 1.97 $ 1.89 Diluted $ 2.18 $ 1.96 $ 1.88 F-8 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands) Year Ended December 31, 2025 2024 2023 Net income $ 60,512 $ 50,853 $ 47,329 Other comprehensive income (loss) before tax: Net unrealized gain (loss) on debt securities available-for-sale during the period 11 183 ( 201 ) Other comprehensive income (loss) before tax 11 183 ( 201 ) Income tax expense (benefit) 6 ( 56 ) 53 Other comprehensive income (loss) net of tax 17 127 ( 148 ) Comprehensive income $ 60,529 $ 50,980 $ 47,181 F-9 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In Thousands, except for Per Share Data) Series A Preferred stock Series B 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 F-10 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In Thousands, except for Per Share Data) Series A 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 Balance at December 31, 2023 20 $ 19,738 24,680 $ 492 $ 28,051 $ 200,913 $ ( 148 ) $ 249,046 Stock-based compensation expense, net of forfeitures — — — — — 4,040 — 4,040 Dividends declared related to RSA, net of accrued dividends forfeited — — 33 — ( 420 ) 420 — — Purchase of vested stock for employee payroll tax withholding — — ( 25 ) — — ( 299 ) — ( 299 ) Restricted stock awards, net of forfeitures — — 513 12 — — — 12 Retirement of common shares — — ( 30 ) ( 1 ) — ( 401 ) — ( 402 ) ESPP issuances — — 20 — — 227 — 227 Issuance of common stock, net of offering costs — — 1,100 23 — 13,366 — 13,389 Dividends declared common shares ($ 0.76 /share) — — — — ( 19,111 ) — — ( 19,111 ) Dividends declared preferred shares ($ 80.00 /share) — — — — ( 1,600 ) — — ( 1,600 ) Net income — — — — 50,853 — — 50,853 Other comprehensive income, net of tax — — — — — — 127 127 Balance at December 31, 2024 20 $ 19,738 26,291 $ 526 $ 57,773 $ 218,266 $ ( 21 ) $ 296,282 F-11 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In Thousands, except for Per Share Data) Series A 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 Balance at December 31, 2022 — $ — 24,609 $ 492 $ — $ 354,243 $ — $ 20,623 $ 375,358 Conversion from BDC to Bank Holding Company Adjustments: Change in presentation — — — — — 20,623 — ( 20,623 ) — Removal of fair value adjustments — — — — — ( 138,043 ) — ( 138,043 ) Consolidation of controlled investments — 245 — — ( 143 ) ( 57,961 ) — ( 57,859 ) Reassessment of deferred tax assets and liabilities — — — — — 19,266 — 19,266 Dividend reinvestment plan shares issued — — 16 — — 216 — — 216 Stock-based compensation expense, net of forfeitures — — — — — 2,828 — — 2,828 Dividends declared related to RSA, net of accrued dividends forfeited — — 16 — ( 218 ) 218 — — — Purchase of vested stock for employee payroll tax withholding — — ( 17 ) ( 1 ) — ( 533 ) — — ( 534 ) Restricted stock awards, net of forfeitures — 52 1 — — — — 1 ESPP issuances — — 4 — — 56 — — 56 Issuance of preferred stock 20 20,000 — — — — — — 20,000 Preferred stock issuance costs — ( 507 ) — — — — — — ( 507 ) Dividends declared common shares ($ 0.72 /share) — — — — ( 17,463 ) — — — ( 17,463 ) Dividends declared preferred shares ($ 72.69 /share) — — — — ( 1,454 ) — — — ( 1,454 ) Net income (loss) — — — — 47,329 — — — 47,329 Other comprehensive loss, net of tax — — — — — — ( 148 ) — ( 148 ) Balance at December 31, 2023 20 $ 19,738 24,680 $ 492 $ 28,051 $ 200,913 $ ( 148 ) $ — $ 249,046 F-12 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 60,512 $ 50,853 $ 47,329 Adjustments to reconcile net income to net cash used in operating activities: 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 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 Lower of cost or market adjustment on loans held for sale ( 12 ) ( 73 ) — Bad debt expense, net of recoveries 283 1,059 3,637 Stock compensation expense 4,097 4,062 2,828 Deferred income tax expense (benefit) 8,482 10,403 ( 4,800 ) Depreciation and amortization 668 1,784 2,884 Proceeds from sale of loans held for sale 404,547 817,869 695,461 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 ) Principal received on loans held for sale 23,128 18,898 12,235 Principal received from non-control investments — ( 230 ) — Other, net ( 1,249 ) — — Changes in operating assets and liabilities: Settlement receivable 52,027 9,765 ( 62,230 ) Dividends receivable — — 493 Other assets ( 21,104 ) ( 13,660 ) 7,432 Assets classified as held for sale — ( 1,497 ) — Liabilities directly associated with assets classified as held for sale — ( 174 ) — Dividends payable — 441 4,776 Due to participants 30,857 ( 2,264 ) ( 11,832 ) 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 ) F-13 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Year Ended December 31, 2025 2024 2023 Cash flows from investing activities: 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 ) Proceeds from sale of Newtek Technology Solutions, Inc. 4,000 — — 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 ) 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 ) Maturities of available-for-sale securities 27,700 41,460 1,501 Acquisitions, net of cash acquired — — 11,142 Net cash used in investing activities ( 245,292 ) ( 209,051 ) ( 172,235 ) Cash flows from financing activities: 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 Repayment of Federal Home Loan Bank advances ( 8,026 ) ( 7,959 ) ( 4,895 ) Proceeds from common shares sold, net of offering costs 5,091 13,818 — Proceeds from preferred stock, net of offering costs 48,181 — 19,493 Securities purchase and exchange agreement 10,000 — — Repurchase of common shares under share repurchase plan ( 1,491 ) — — Proceeds from 2025 8.125 % Notes — — 50,000 Proceeds from 2028 8.00 % Notes — — 40,000 Redemption of 2024 Notes — ( 38,250 ) — Maturity of 2025 5.00 % Notes ( 30,000 ) — — Proceeds from 2029 8.50 % Notes — 71,875 — Proceeds from 2029 8.625 % Notes — 75,000 — Proceeds from 2030 Notes 32,000 — — Purchase of 2029 8.50 % Notes ( 67 ) — — 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 Dividends paid, net of dividend reinvestment plan ( 28,044 ) ( 20,252 ) ( 14,147 ) Payments of deferred financing costs ( 3,056 ) ( 6,039 ) ( 4,650 ) 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 ) — Retirement of common shares — ( 402 ) — Net cash provided by financing activities 753,450 560,897 344,974 Net (decrease) increase in cash and restricted cash ( 71,083 ) 198,832 3,520 Cash and restricted cash—beginning of period (NOTE 2) 381,374 184,006 125,606 F-14 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Year Ended December 31, 2025 2024 2023 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: Foreclosed real estate acquired $ 11,423 $ 4,569 $ 2,978 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: Interest paid $ 97,479 $ 79,192 $ 66,471 Income taxes paid $ 12,502 $ 7,429 $ 6,884 F-15 See accompanying notes to consolidated financial statements. Table of Contents NEWTEKONE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION: 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 Payments, Newtek Insurance and Newtek Payroll. NewtekOne reports on a consolidated basis the financial condition and results of operations for the following consolidated subsidiaries: Newtek Bank; NSBF; NMS (and its subsidiary Mobil Money); NBC; PMT; NIA; TAM; POS; and NALH. Except as otherwise noted, all financial information included in the tables in the following footnotes is stated in thousands, except per share data. Consolidation The consolidated financial statements include the accounts of NewtekOne, its subsidiaries and certain VIEs. Significant intercompany balances and transactions have been eliminated. 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). The determination of whether the Company is the primary beneficiary of a VIE is reassessed on an ongoing basis. Investments in companies which are not VIEs, but in which the Company has more than minor influence over the operating and financial policies, are accounted for using the equity method of accounting. Investments in VIEs where NewtekOne is not the primary beneficiary of a VIE are accounted for using the equity method of accounting. The maximum potential exposure to losses relative to investments in VIEs is generally limited to the investment balance. Refer to NOTE 3—SECURITIZATIONS AND VARIABLE INTEREST ENTITIES NTS Sale On August 11, 2024, the Company entered into a definitive agreement (the “NTS Sale Agreement”) to sell NTS (the “NTS Sale”) to Paltalk, Inc. (“Paltalk”). 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. F-16 Table of Contents 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: Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are complete. Actual results could differ from those estimates. Cash and due from banks The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. Invested cash is held exclusively at financial institutions of high credit quality. As of December 31, 2025, cash deposits in excess of insured amounts totaled $ 32.5 million. The Company has not experienced any losses with respect to cash balances in excess of insured amounts and management does not believe there was a significant concentration of risk with respect to cash balances as of December 31, 2025. Restricted cash 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, restricted cash, and interest bearing deposits in banks as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Cash and due from banks $ 4,196 $ 6,941 Restricted cash 26,477 28,226 Interest bearing deposits in banks 279,618 346,207 Cash and restricted cash $ 310,291 $ 381,374 December 31, 2025 December 31, 2024 Cash held at Federal Reserve Bank 1 $ 277,828 $ 345,680 Cash held at other financial institutions 32,463 35,694 Total cash and cash equivalents $ 310,291 $ 381,374 1 Subject to changes in the Federal Funds rate set by the Federal Open Market Committee F-17 Table of Contents Debt securities, available for sale, at fair value The Company’s securities portfolio primarily consists of available for sale debt securities held by Newtek Bank that are classified as “available for sale” and carried at their estimated fair value, with any unrealized gains or losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. The fair values of our instruments are affected by changes in market interest rates and credit spreads. In general, as interest rates rise and/or credit spreads widen, the fair value of instruments will decline. As interest rates fall and/or credit spreads tighten, the fair value of instruments will rise. The Company evaluates available-for-sale instruments in unrealized loss positions at least quarterly to determine if an allowance for credit losses is required. Purchases and sales of debt securities are accounted for on a trade-date basis. Loans Held for Investment Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are classified as held for investment. At amortized cost, net of deferred fees and costs: Loans are reported at their principal amount outstanding, net of charge-offs, deferred origination costs and fees and purchase premiums and discounts. Loan origination and commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as an adjustment to yield. Premiums or discounts on purchased portfolios are amortized or accreted to income using the level yield method over the remaining period to contractual maturity. Currently, all LHI at amortized cost, net of deferred fees and costs, are originated and carried at Newtek Bank and have a weighted average life of five years . Newtek Bank originates SBA 7(a) loans, under its PLP status, and typically sells the guaranteed portions and holds the unguaranteed portions for investment. Newtek Bank also holds CRE and C&I loans for investment. At fair value: On a quarterly basis, management determines the fair values of the retained unguaranteed portions of SBA 7(a) loans HFI, and unrealized changes in FV are recognized in the income statement. The loans within this portfolio were originated by NSBF. NSBF ceased originating new loans in April 2023 when all new SBA 7(a) loan originations were transitioned to Newtek Bank. (See Historical Business Regulation and Taxation, for a discussion of the wind-down of NSBF’s operations.) Refer to the “Fair Value and the Fair Value Option” section below for further information on loans HFI carried at FV under the FV option. Held for Sale Management designates loans as HFS based on its intent to sell loans, or portions of loans, in established secondary markets or to participant banks and credit unions. Salability requirements of government guaranteed portions include, but are not limited to, full disbursement of the loan commitment amount. The Company occasionally transfers loans between the HFS and HFI classifications based on its intent and ability to hold or sell loans. Management’s intent to sell may be impacted by secondary market conditions, loan credit quality, or other factors. At lower of amortized cost basis or fair value : Both mortgage and non-mortgage loans classified as HFS are carried at the LCM. If the amortized cost basis of a loan exceeds FV, a valuation allowance s hould b e established for the difference. Currently, HFS loans at LCM are carried at Newtek Bank. This includes the government guaranteed portion of SBA 7(a) loans and SBA 504 loans. Management may also make a determination to market for sale certain CRE and C&I loans on a loan by loan basis. At fair value : The Company originates ALP loans (formerly referred to as our nonconforming conventional loans), which are either HFS or HFI, via its nonbank subsidiary and joint ventures. ALP loans are carried at FV. The Company also originated SBA 504 loans HFS prior to the Acquisition through its nonbank subsidiaries. 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. F-18 Table of Contents 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 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, management used various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets for identical assets or liabilities and gives the lowest priority to unobservable inputs (Level 3). The levels of the fair value hierarchy are as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain U.S. Treasury, other U.S. Government and agency mortgage-backed debt securities that are highly liquid and are actively traded in over-the-counter markets. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain U.S. Government and agency mortgage-backed debt securities, derivative contracts and loans held-for-sale. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments, retained residual interests in securitizations, residential mortgage servicing assets, warrant liabilities, joint ventures, guaranteed loans held at fair value, and highly structured or long-term derivative contracts. F-19 Table of Contents In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. 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, 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. 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. Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company may realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded. In addition recent changes in inflation and base interest rates, supply chain disruptions, significant market volatility, risk of recession, recent economic and market events, unrelated bank failures and declines in depositor confidence in depository institutions, the ongoing war between Russia and Ukraine and general uncertainty surrounding the financial and political stability of the United States, United Kingdom, the European Union and China could further negatively impact the fair value of the Company’s investments after December 31, 2025, in addition to other circumstances and events that are not yet known. The Company applies fair value accounting to certain of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions reflect those that management believe market participants would use in pricing the financial instrument at the measurement date. The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value was greatest for financial instruments classified as Level 3. Any changes to the valuation methodology are reviewed by management to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, the Company will continue to refine its valuation methodologies. See further description of fair value methodology in NOTE 10—FAIR VALUE MEASUREMENTS. F-20 Table of Contents Loans for which the FV option were elected are measured at FV and classified as either HFS or HFI, as outlined above. Not electing FV generally results in a larger discount being recorded on the date of the sale. This discount will subsequently be accreted into interest income over the underlying loan’s remaining term using the effective interest method. Management made this election in alignment with its ongoing effort to reduce volatility and drive more predictable revenue. In accordance with accounting standards, any loans for which FV was previously elected continue to be measured as such. Interest income is recognized in the same manner on loans reported at FV as on non-FV loans, except in regard to origination fees and costs which are recognized immediately upon FV election. The changes in FV of loans are reported in noninterest income as Net gain (loss) on loans accounted for under the fair value option. FV of loans includes adjustments for historical credit losses, market liquidity, and economic conditions. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, reflecting assumptions that a market participant would use when pricing an asset or liability. In some cases, the estimation of fair values requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and are subject to change. Allowance for Credit Losses – Loans Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) approach requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. 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 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. For each loan segment, cash flow projections are generated at the instrument level wherein payment expectations are adjusted for estimated prepayment speeds, probability of default, and loss given default. The modeling of prepayment speeds is based on a combination of historical internal data and peer data. Regression analysis of historical internal and peer data is used to determine suitable loss drivers to utilize when modeling lifetime probability of default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loan pools utilizing the DCF method, management utilizes various economic indicators such as changes in unemployment rates, gross domestic product, real estate values, and other relevant factors as loss drivers. For all DCF models, management has determined that due to historic volatility in economic data, four quarters currently represents a reasonable and supportable forecast period, followed by a four-quarter reversion to historical mean levels for each of the various economic indicators. The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Specific instrument effective yields are calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level Net Present Value (“NPV”). An allowance is established for the difference between the instrument’s NPV and amortized cost basis. The allowance evaluation also considers various qualitative factors, such as: (i) changes to lending policies, underwriting standards and/or management personnel performing such functions, (ii) delinquency and other credit quality trends, (iii) credit risk concentrations, if any, (iv) changes to the nature of the Company's business impacting the loan portfolio, and (v) other external factors, that may include, but are not limited to, results of internal loan reviews, stress testing, examinations by bank regulatory agencies, or other events such as a natural disaster. Significant management judgment is required at each point in the measurement process. F-21 Table of Contents Arriving at an appropriate level of allowance involves a high degree of judgment. The determination of the adequacy of the allowance and provisioning for estimated losses is evaluated regularly based on review of loans, with particular emphasis on non-performing and other loans that management believes warrant special consideration. While management uses available information to recognize losses on loans, changing economic conditions and the economic prospects of the borrowers may necessitate future additions or reductions to the allowance. Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. The Company’s historical credit loss experience provides the basis for the estimation of expected credit losses, supplemented with peer loss information, and results in expected probabilities of default and expected losses given default. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in environmental conditions, such as changes in unemployment rates, production metrics, property values, or other relevant factors. Expected losses are applied to loans grouped in portfolio segments, which are pools of loans aggregated based on type of borrower and collateral, generally based upon federal call report segmentation. Portfolio segments have been combined or sub-segmented as needed to ensure loans of similar risk profiles are appropriately pooled. These portfolio segments are as follows: CRE: The CRE portfolio is comprised of loans to borrowers on small offices, owner-occupied commercial buildings, industrial/warehouse properties, income producing/investor real estate properties, and multi-family loans secured by first mortgages. The Company’s underwriting standards generally target a loan-to-value ratio of 75 %, depending on the type of collateral, and requires debt service coverage of a minimum of 1.2 times. C&I: 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. SBA 7(a): 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) 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. Individually Evaluated Loans. Loans that do not share risk characteristics with existing pools are evaluated on an individual basis. 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. When repayment is expected to be from the operation of the collateral or going concern, the specific credit loss reserve is calculated as the amount by which the amortized cost basis of the financial asset exceeds the NPV from the operation of the collateral. When repayment is expected to be from the sale of the collateral, the specific credit loss reserve is calculated as the amount by which the amortized costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The allowance may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. Accrued Interest. Upon the Acquisition and adoption of CECL, the Company made the following elections regarding accrued interest receivable: (1) presented accrued interest receivable balances separately within other assets balance sheet line item; (2) excluded interest receivable that is included in amortized cost of financing receivables from related disclosures requirements and (3) continued our policy to write off accrued interest receivable by reversing interest income. For loans, write off typically occurs upon becoming over 90 to 120 days past due. Generally, accrued interest is reversed when a loan is placed on non-accrual or is written-off. Current year accrued interest is reversed through interest income while accrued interest from prior years is written-off through the ACL. Historically, the Company has not experienced uncollectible accrued interest receivable on investment securities. F-22 Table of Contents Allowance for off-balance sheet credit exposures. The exposure is a component of other liabilities in the consolidated balance sheet and represents the estimate for probable credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include unused portions of lines of credit and standby and commercial letters of credit. The process used to determine the allowance for these exposures is consistent with the process for determining the allowance for loans, as adjusted for estimated funding probabilities or loan equivalency factors. A charge (credit) to provision for credit losses on the consolidated statements of income is made to account for the change in the allowance on off-balance sheet exposures between reporting periods. Allowance for Credit Losses – Available-fo r Sale (“AFS”) Debt Securities The impairment model for AFS debt securities differs from the CECL approach utilized for financial instruments measured at amortized cost because AFS debt securities are measured at fair value. For AFS debt securities in an unrealized loss position, Newtek Bank first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities AFS that do not meet the aforementioned criteria, in making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, adverse conditions specifically related to the security, failure of the issuer of the debt security to make scheduled interest or principal payments, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. The cash flows should be estimated using information relevant to the collectability of the security, including information about past events, current conditions and reasonable and supportable forecasts. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the AFS security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. As of December 31, 2025 and 2024, the Company det ermined that the unrealized loss positions in the AFS securities were not the result of credit losses, and therefore, an allowance for credit losses was not recorded. Settlement Receivable 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) 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 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. Depreciation of property and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. 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. F-23 Table of Contents 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 core deposits intangibles, have finite lives are amortized over an estimated useful life of 120 months. (See NOTE 8—GOODWILL AND INTANGIBLE ASSETS.) 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. Leases - Right of use assets and lease liabilities 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 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. The operating lease agreements do 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. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are excluded from our weighted-average remaining lease term. Transfers and Servicing of Financial Assets For a transfer of financial assets to be considered a sale, the transfer must meet the sale criteria of ASC 860, which, at the time of the transfer, requires that the transferred assets qualify as recognized financial assets and the Company surrender control over the assets. 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 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. The Company and Newtek Bank earn servicing fees from the guaranteed portions of SBA 7(a) loans they originate and sell. The Company has also recorded servicing assets/liabilities on loans sold where the Company retained an obligation to service the loan sold. Servicing assets for loans originated by the Company’s nonbank subsidiaries are measured at FV at each reporting date and the Company reports changes in the FV of servicing assets in earnings in the period in which the changes occur. The valuation model for servicing assets incorporates assumptions including, but not limited to, servicing costs, discount rate, prepayment rate, and default rate. Considerable judgment is required to estimate the fair value of servicing assets and as such these assets are classified as Level 3 in our fair value hierarchy. 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. F-24 Table of Contents 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 The Company uses derivative instruments primarily to economically manage the fair value variability of fixed rate assets and liabilities caused by interest rate fluctuations. Derivative instruments consist of interest rate futures and are held at fair value on the balance sheet. Collateral posted with our futures counterparties is segregated in the Company’s books and records. Interest rate futures are centrally cleared by the Chicago Mercantile Exchange (“CME”) through a futures commission merchant. Interest rate futures that are governed by an ISDA agreement provide for bilateral collateral pledging based on the counterparties’ market value. The counterparties have the right to re-pledge the collateral posted but have the obligation to return the pledged collateral, or, if the Company agrees, substantially the same collateral as the market value of the interest rate futures change. The Company is required to post initial margin and daily variation margin for interest rate futures that are centrally cleared by CME. CME determines the fair value of our centrally cleared futures, including daily variation margin. Effective January 3, 2017, CME amended its rulebooks to legally characterize daily variation margin payments for centrally cleared interest rate futures as settlement rather than collateral. As a result of this rule change, variation margin pledged on the Company’s centrally cleared interest rate futures is settled against the realized results of these futures. Due to Participants 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 Dividends and distributions to the Company's stockholders are recorded on the declaration date. The timing and amount to be paid out as a dividend or distribution is determined by the Company's Board each quarter. F-25 Table of Contents Loan Interest Income Recognition and Changes in Fair Value Held for Investment At Amortized Cost, net of deferred loan fees and costs: Interest on loans is generally recognized on a daily accrual basis at the applicable interest rate. Interest is not accrued on loans that are more than 90 days delinquent on payments, and any interest that was accrued but unpaid on such loans is reversed from interest income at that time, or when deemed to be uncollectible. Interest subsequently received on such loans is recorded as interest income or alternatively as a reduction in the amortized cost of the loan if there is significant doubt as to the collectability of the unpaid principal balance. Loans are returned to accrual status when principal and interest amounts contractually due are brought current and future payments are reasonably assured. At FV: In accordance with accounting standards, any loans for which FV was previously elected continue to be measured as such. Interest income is recognized in the same manner on loans reported at FV as on non-FV loans, except in regard to origination fees and costs which are recognized immediately upon FV election. The changes in FV of loans are reported within noninterest income as Net gain (loss) on loans accounted for under the fair value option. FV of loans includes adjustments for historical credit losses, market liquidity, and economic conditions. The Company values performing accrual loans on a pool basis. Loans that have experienced credit deterioration are valued individually based on resolution plans developed by the Company based on timing and amount of expected future cash flows from all sources of repayment, including both cash flows of the borrower as a going concern as well as the liquidation of collateral and pursuit of personal guarantees. Held for Sale At LCM: Net unrealized losses, if any, on loans without a FV election, are recognized through a valuation allowance and recorded as a charge to Other noninterest income. The cost basis of loans HFS includes unamortized loan origination fees and costs. The pro-rata portion, based on the percent of the total loan sold, of the remaining deferred fees and costs are recognized as an adjustment to the gain on sale. Not electing FV generally results in a larger discount being recorded on the origination date. This discount will subsequently be accreted into interest income over the underlying loan’s remaining term using the effective interest method. Management made this change of election in alignment with its ongoing effort to reduce volatility and drive more predictable revenue. If the transfer is accounted for as a sale, the loans are derecognized from the Company’s consolidated balance sheet and a gain or loss is recognized in net gains on sales of loans line item on the consolidated statements of income. The gain on sale recognized in income is the sum of the premium on the guaranteed loan and the FV of the servicing assets recognized, less the discount recorded on the unguaranteed portion of the loan retained. If the transfer does not satisfy the aforementioned control criteria, the transaction is recorded as a secured borrowing with the transferred loans remaining on the Company’s consolidated balance sheet and proceeds recognized as a liability. At FV: In accordance with accounting standards, any loans for which FV was previously elected continue to be measured as such. Interest income is recognized in the same manner on loans reported at FV as on non-FV loans, except in regard to origination fees and costs which are recognized immediately upon FV election. The changes in FV of loans are reported within noninterest income as Net gain (loss) on loans accounted for under the fair value option. FV of loans includes adjustments for historical credit losses, market liquidity, and economic conditions. Non-Interest Income Dividend income 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 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. Servicing income The Company earns servicing income related to the guaranteed portions of SBA 7(a) and ALP loans sold into the secondary market. These recurring servicing fees are earned and recorded daily. Servicing income is earned for the full term of the loan or until the loan is repaid. F-26 Table of Contents Technology and IT support income 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. 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. Such services are typically provided by us or third-party sub-contractor vendors on a stand-alone basis. Revenue is measured based on the consideration specified in a contract with 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. When a cloud-based service includes both on-premises software licenses and cloud services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the cloud service and recognized over time. Certain cloud services depend on a significant level of integration, interdependency, and interrelation between the desktop applications and cloud services, and are accounted for together as one performance obligation. Revenue from such cloud services is recognized ratably over the period in which the cloud services are provided. 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, 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. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. 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. 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 4—INVESTMENTS: Intelligent Protection Management Corp . Electronic payment processing income Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps: 1. Identify the contract with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when or as the Company satisfies a performance obligation F-27 Table of Contents Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities. NMS’s revenue is primarily derived from electronic payment processing and related fee income. Electronic payment processing and fee income is derived from NMS’s electronic processing of credit and debit card transactions that are authorized and captured through third-party networks. Typically, merchants are charged for these processing services by applying a percentage to the dollar amount of each transaction plus a flat fee per transaction. Certain merchant customers are charged miscellaneous fees, including fees for handling charge-backs or returns, monthly minimum fees, statement fees and fees for other miscellaneous services. Revenues derived from the electronic processing of MasterCard®, Visa®, American Express® and Discover® sourced credit and debit card transactions are reported net of certain transaction-related costs. NMS's performance obligations are to stand ready to provide holistic electronic payment processing services consisting of a series of distinct elements that are substantially the same and have the same pattern of transfer over time. NMS’s promise to its customers is to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of payment transactions processed, number of cards on file, etc.); as such, the total transaction price is variable. The Company allocates the variable fees charged to the day in which it has the contractual right to bill under the contract. 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, 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; however, as permitted by ASC 606, the Company has elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. As described above, the Company’s most significant performance obligations consist of variable consideration under a stand-ready series of distinct days of service. Such variable consideration meets the specified criteria for the disclosure exclusion; therefore, the majority of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied is variable consideration that is not required for this disclosure. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. Receivable fees: Receivable fees are derived from the funding (purchase) of receivables from the Company’s finance clients. The Company recognizes revenue on the date receivables are purchased at a percentage of face value as agreed to by the client. The Company also has arrangements with certain of its clients whereby it purchases the client’s receivables and charges a fee at a specified rate based on the amount of funds advanced against such receivables. The funds provided are collateralized and the income is recognized as earned which occurs as time passes. Realized gains or losses on joint ventures: 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 income. Non-Interest Expense Electronic Payment Processing Costs Electronic payment processing costs consist principally of costs directly related to the processing of merchant sales volume, bank processing fees, amounts paid to NMS’ sponsoring banks and costs paid to third-party processing networks. Such costs are recognized at the time the merchant transactions are processed or when the services are performed. In addition to costs directly related to the processing of merchant sales volume, electronic payment processing costs also include residual expenses. Residual expenses represent fees paid to third-party sales referral sources. Residual expenses are paid in accordance with contracted terms. These are generally linked to revenues derived from merchants successfully referred to the Company and that begin using the Company for merchant processing services. Such residual expenses are recognized in the Company’s consolidated statements of income. F-28 Table of Contents Technology Services Expenses Costs of services and goods sold include product costs, outbound and inbound freight costs, and direct time and materials in delivering service and goods to customers. Selling and administrative expenses include salaries and wages for staff who are not directly associated with delivering services, bonuses and incentives, employee-related expenses, facility-related expenses, marketing and advertising expense, depreciation of property and equipment, professional fees, amortization of intangible assets, provisions for losses on accounts receivable and other operating expenses. Stock – Based Compensation The Company accounts for its equity-based compensation plans using the fair value method, as prescribed by ASC Topic 718 – Stock Compensation. Accordingly, for restricted stock awards, the Company measures the grant date fair value based upon the market price of the Company’s Common Stock on the date of the grant and amortizes this fair value to salaries and benefits ratably over the requisite service period or vesting term on a straight line basis. Forfeitures are recognized as incurred. Income Taxes Deferred tax assets and liabilities are computed based upon the differences between the financial statement and income tax basis of assets and liabilities using the enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. See NOTE 21—INCOME TAXES . Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the United States and its political subdivisions. Significant judgments and estimates are required in determining the consolidated income tax expense. The Company’s U.S. 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 statements of income. Segments 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 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. Business Combinations Business combinations are accounted for under the acquisition method, in which the identifiable assets acquired and liabilities assumed are generally measured and recognized at fair value as of the acquisition date, with the excess of the purchase price over the fair value of the net assets acquired recognized as goodwill. Items such as acquired income-tax related balances are recognized in accordance with other applicable GAAP, which may result in measurements that differ from fair value. Business combinations are included in the consolidated financial statements from the respective dates of acquisition. Historical reporting periods reflect only the results of legacy Company operations. Acquisition-related costs are expensed in the period incurred and presented within the applicable non-interest expense category. There were no acquisitions during 2024 or 2025. F-29 Table of Contents Recently Adopted Accounting Pronouncements 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): In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The purpose of this guidance is to enhance the rate reconciliation and income taxes paid disclosures. This ASU requires that an entity disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. 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 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. 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): In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This standard is effective for fiscal years beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. 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, 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. 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. Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments (ASU 2024-04): In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though 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. F-30 Table of Contents 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. F-31 Table of Contents 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. GAAP. 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. F-32 Table of Contents 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 Total assets $ 204,737 $ 263,482 Borrowings $ 127,050 $ 186,635 Total liabilities $ 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 F-33 Table of Contents NOTE 4—INVESTMENTS: Investments consisted of the following at: December 31, 2025 December 31, 2024 Cost Fair Value Cost 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 16,836 16,829 23,934 23,916 Federal Home Loan Bank and Federal Reserve Bank stock 4,234 4,234 3,585 3,585 Total investments $ 90,243 $ 145,483 $ 71,558 $ 85,179 The Company’s Investments in Joint Ventures (JV) and Other Investments NCL JV: 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 (“TCP”), a wholly-owned, indirect subsidiary of BlackRock TCP Capital Corp. (Nasdaq: TCPC). NCL JV ceased funding new ALP loans during 2020. On January 28, 2022, NCL JV closed a securitization with the sale of $ 56.3 million of Class A Notes, NCL Business Loan Trust 2022-1, Business Loan-Backed Notes, Series 2022-1, secured by a segregated asset pool consisting primarily of NCL JV’s portfolio of ALP loans secured by liens on commercial or residential mortgaged properties, originated by NCL JV and NBL. The Notes were rated “A” (sf) by DBRS Morningstar. The Notes were priced at a yield of 3.209 %. The proceeds of the securitization were used, in part, to repay NCL JV’s credit facility and return capital to the NCL JV partners. 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. TSO JV: On August 5, 2022, NCL and TSO II Booster Aggregator, L.P. (“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. On July 23, 2024, TSO JV closed a securitization backed by ALP loans, selling $ 137.2 million of Class A Notes and $ 17.2 million of Class B Notes (collectively, the “TSO Notes”) issued by NALP Business Loan Trust 2024-1. The TSO Notes were backed by $ 190.5 million of collateral, consisting of Company originated ALP loans. The Class A and Class B Notes received Morningstar DBRS ratings of “A (sf)” and “BBB (high) (sf),” respectively. TSO JV ceased investing in new ALP loans in July 2023. 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. F-34 Table of Contents 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 Company Year End Fair Value Net Gains/(Losses) Year End Fair Value Net Gains/(Losses) Joint Ventures NCL JV $ — $ ( 2,792 ) $ 18,800 $ ( 600 ) TSO JV 37,250 ( 850 ) 38,100 11,184 Total Joint Ventures $ 37,250 $ ( 3,642 ) $ 56,900 $ 10,584 Other Investments EMCAP Loan Holdings, LLC $ 306 $ — $ 320 $ 68 Biller Genie Software, LLC 1,983 1,525 458 60 Intelligent Protection Management Corp. IPM Earnout 1 1,300 ( 968 ) — — IPM Stock 2 6,880 ( 1,320 ) $ — — Total Other Investments $ 10,469 $ ( 763 ) $ 778 $ 128 Total $ 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, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury notes $ 16,836 $ — $ 7 $ 16,829 $ 23,934 $ 11 $ 29 $ 23,916 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, 2025 2024 2023 # of Securities $ # of Securities $ # of Securities $ Securities sold or settled eight settled $ 27,700 five settled $ 42,500 none $ — F-35 Table of Contents Unrealized Losses The following tables summarize the gross unrealized losses and fair value of debt securities available-for-sale by length of time each major security type has been in a continuous unrealized loss position: December 31, 2025 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Number of Holdings Fair Value Unrealized Losses U.S. Treasury notes $ 16,829 $ 7 $ — $ — 3 $ 16,829 $ 7 December 31, 2024 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Number of Holdings Fair Value Unrealized Losses U.S. Treasury notes $ 12,061 $ 29 $ — $ — 2 $ 12,061 $ 29 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. The evaluation considers the extent to which the security’s fair value is less than cost, the financial condition and near-term prospects of the issuer, and intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. These unrealized losses are primarily the result of non-credit-related volatility in the market and market interest rates. Since none of the unrealized losses relate to marketability of the securities or the issuers' ability to honor redemption obligations and the Company has the intent and ability to hold the securities for a sufficient period of time to recover unrealized losses, none of the losses have been recognized in the Company’s Consolidated Statements of Income. Contractual Maturities The following table summarizes the amortized cost and fair value of debt securities available-for-sale by contractual maturity: December 31, 2025 December 31, 2024 Amortized Cost Fair Value Amortized Cost Fair Value Maturing within 1 year $ 16,836 $ 16,829 $ 15,833 $ 15,838 After 1 year through 5 years — — 8,101 8,078 Total $ 16,836 $ 16,829 $ 23,934 $ 23,916 Other information The following table summarizes Newtek Bank’s debt securities available-for-sale pledged for deposits, borrowings, and other purposes: December 31, 2025 December 31, 2024 Pledged for deposits $ — $ — Pledged for borrowings and other: FRB borrowings 7,383 2,980 FHLB borrowings 9,446 20,937 Total pledged $ 16,829 $ 23,917 F-36 Table of Contents NOTE 5—LOANS : Loans held for investment (HFI), at fair value Loans HFI, at fair value, includes SBA 7(a) loans originated by NSBF. On occasion, NSBF has distributed loans to NewtekOne that were originated as SBA 7(a) loans by NSBF where the SBA guarantee has been subsequently repurchased by NSBF. The following table shows the Company’s loan portfolio by collateral type for loans HFI, at fair value: Loans HFI, at Fair Value December 31, 2025 December 31, 2024 Cost Fair Value Cost Fair Value CRE $ 131,015 $ 138,110 $ 162,894 $ 175,353 Residential Real Estate 52,229 50,539 69,667 67,474 Machinery and Equipment¹ 46,552 43,266 60,460 56,454 Accounts Receivable and Inventory 43,944 38,670 59,449 54,267 Unsecured 4,295 4,259 5,643 5,644 Other² 8,619 6,354 13,033 10,554 Total $ 286,654 $ 281,198 $ 371,146 $ 369,746 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 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: Loans HFI, at Amortized Cost December 31, 2025 December 31, 2024 SBA $ 539,746 $ 380,981 CRE 274,194 191,831 C&I 80,380 47,558 Total Loans 894,320 620,370 Deferred fees and costs, net 2,369 1,281 Loans held for investment, at amortized cost, net of deferred fees and costs $ 896,689 $ 621,651 Past Due and Non-Accrual Loans HFI Loans HFI, at fair value The following tables summarize the aging of accrual and non-accrual loans HFI, at fair value by class: As of December 31, 2025 Past Due and Accruing Non- accrual Total Past Due and Non-accrual Current Total Accounted for Under the FV Option 30-59 Days 60-89 Days 90+ Days SBA, at fair value $ 10,843 $ 5,903 $ 2,732 $ 72,543 $ 92,021 $ 189,177 $ 281,198 As of December 31, 2024 Past Due and Accruing Non- accrual Total Past Due and Non-accrual Current Total Accounted for Under the FV Option 30-59 Days 60-89 Days 90+ Days SBA, at fair value $ 23,158 $ 18,400 $ 9,268 $ 67,304 $ 118,130 $ 251,616 $ 369,746 F-37 Table of Contents Loans HFI, at amortized cost, net of deferred fees and costs The following tables summarize the aging of accrual and non-accrual loans HFI, at amortized cost 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 30-59 Days 60-89 Days 90+ Days At amortized cost SBA $ 9,740 $ 5,628 $ — $ 74,008 $ 89,376 $ 450,370 $ 539,746 CRE — — — 2,976 2,976 271,218 274,194 C&I 5,089 98 — 1,830 7,017 73,363 80,380 Total, at amortized cost $ 14,829 $ 5,726 $ — $ 78,814 $ 99,369 $ 794,951 $ 894,320 Deferred fees and costs 2,369 Total, at amortized cost net of deferred fees and costs $ 896,689 Allowance for credit losses ( 45,226 ) Total, at amortized cost, net $ 851,463 As of December 31, 2024 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 At amortized cost SBA $ 11,264 $ 9,046 $ — $ 21,706 $ 42,016 $ 338,965 $ 380,981 CRE — — — 2,635 2,635 189,196 191,831 C&I 275 — — — 275 47,283 47,558 Total, at amortized cost $ 11,539 $ 9,046 $ — $ 24,341 $ 44,926 $ 575,444 $ 620,370 Deferred fees and costs 1,281 Total, at amortized cost net of deferred fees and costs $ 621,651 Allowance for credit losses ( 30,233 ) Total, at amortized cost, net $ 591,418 Credit Quality Indicators The Company uses internal loan reviews to assess the performance of individual loans. In addition, an independent review of the loan portfolio is performed annually by an external firm. The goal of the Company’s annual review of each borrower’s financial performance is to validate the adequacy of the risk grade assigned. The Company uses a grading system to rank the quality of each loan. The grade is periodically evaluated and adjusted as performance dictates. Loan grades 1 through 4 are passing grades and grade 5 is special mention. Collectively, grades 6 through 7 represent classified loans in Newtek Bank’s portfolio. The following guidelines govern the assignment of these risk grades: Exceptional (1 Rated): These loans are of the highest quality, with strong, well-documented sources of repayment. These loans will typically have multiple demonstrated sources of repayment with no significant identifiable risk to collection, exhibit well-qualified management, and have liquid financial statements relative to both direct and indirect obligations. Quality (2 Rated): These loans are of very high credit quality, with strong, well-documented sources of repayment. These loans exhibit very strong, well defined primary and secondary sources of repayment, with no significant identifiable risk of collection and have internally generated cash flow that more than adequately covers current maturities of long-term debt. Satisfactory (3 Rated): These loans exhibit satisfactory credit risk and have excellent sources of repayment, with no significant identifiable risk of collection. These loans have documented historical cash flow that meets or exceeds required minimum Bank guidelines, or that can be supplemented with verifiable cash flow from other sources. They have adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor. F-38 Table of Contents Acceptable (4 Rated): These loans show signs of weakness in either adequate sources of repayment or collateral but have demonstrated mitigating factors that minimize the risk of delinquency or loss. These loans may have unproved, insufficient or marginal primary sources of repayment that appear sufficient to service the debt at this time. These loans also include loans underwritten using projected and/or proforma financial information provided by the borrower. Repayment weaknesses may be due to minor operational issues, financial trends, or reliance on projected performance. They may also contain marginal or unproven secondary sources to liquidate the debt, including combinations of liquidation of collateral and liquidation value to the net worth of the borrower or guarantor. Special mention (5 Rated): These loans show signs of weaknesses in either adequate sources of repayment or collateral. These loans may contain underwriting guideline tolerances and/or exceptions with no mitigating factors; and/or instances where adverse economic conditions develop subsequent to origination that do not jeopardize liquidation of the debt but substantially increase the level of risk. Substandard (6 Rated): Loans graded Substandard are inadequately protected by current sound net worth, paying capacity of the obligor, or pledged collateral. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. These loans are consistently not meeting the repayment schedule. Doubtful (7 Rated): Loans graded Doubtful have all the weaknesses inherent in those classified as Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. The ability of the borrower to service the debt is extremely weak, overdue status is constant, the debt has been placed on non-accrual status, and no definite repayment schedule exists. Once the loss position is determined, the amount is charged off. Loss (8 Rated): Loss rated loans are considered uncollectible and of such little value that their continuance as assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this credit even though partial recovery may be affected in the future. The following tables present asset quality indicators by portfolio class and origination year at December 31, 2025 and December 31, 2024: December 31, 2025 Term Loans HFI by Origination Year 2025 2024 2023 2022 2021 Prior Total SBA, at fair value Risk Grades 1-4 $ — $ — $ 17,823 $ 78,437 $ 27,409 $ 82,954 $ 206,623 Risk Grades 5-6 — — 3,861 19,677 7,498 43,431 74,467 Risk Grade 7 — — 33 50 — — 83 Risk Grade 8 — — — 25 — — 25 Total $ — $ — $ 21,717 $ 98,189 $ 34,907 $ 126,385 $ 281,198 SBA, at amortized cost, net of deferred fees and costs Risk Grades 1-4 $ 189,147 $ 168,558 $ 74,500 $ — $ — $ — $ 432,205 Risk Grades 5-6 3,454 39,769 35,032 — — — 78,255 Risk Grade 7 332 11,069 10,205 — — — 21,606 Risk Grade 8 46 2,371 5,263 — — — 7,680 Total $ 192,979 $ 221,767 $ 125,000 $ — $ — $ — $ 539,746 CRE, at amortized cost, net of deferred fees and costs Risk Grades 1-4 $ 100,724 $ 52,167 $ 25,429 $ 30,508 $ 15,753 $ 42,090 $ 266,671 Risk Grades 5-6 1,800 885 — 1,742 — 3,096 7,523 Risk Grade 7 — — — — — — — Total $ 102,524 $ 53,052 $ 25,429 $ 32,250 $ 15,753 $ 45,186 $ 274,194 C&I, at amortized cost, net of deferred fees and costs Risk Grades 1-4 $ 58,284 $ 12,367 $ 3,315 $ — $ — $ — $ 73,966 Risk Grades 5-6 711 5,383 36 — — — 6,130 Risk Grade 7 — 284 — — — — 284 Total $ 58,995 $ 18,034 $ 3,351 $ — $ — $ — $ 80,380 Total $ 354,498 $ 292,853 $ 175,497 $ 130,439 $ 50,660 $ 171,571 $ 1,175,518 F-39 Table of Contents December 31, 2024 Term Loans HFI by Origination Year 2024 2023 2022 2021 2020 Prior Total SBA, at fair value Risk Grades 1-4 $ — $ 24,061 $ 112,058 $ 40,641 $ 20,379 $ 102,569 $ 299,708 Risk Grades 5-6 — 3,469 18,592 5,365 3,188 39,225 69,839 Risk Grade 7 — — — — — — — Risk Grade 8 — — 144 17 22 16 199 Total $ — $ 27,530 $ 130,794 $ 46,023 $ 23,589 $ 141,810 $ 369,746 SBA, at amortized cost, net of deferred fees and costs Risk Grades 1-4 $ 224,958 $ 110,735 $ — $ — $ — $ — $ 335,693 Risk Grades 5-6 7,475 32,753 — — — — 40,228 Risk Grade 7 588 4,132 — — — — 4,720 Risk Grade 8 85 255 — — — — 340 Total $ 233,106 $ 147,875 $ — $ — $ — $ — $ 380,981 CRE, at amortized cost, net of deferred fees and costs Risk Grades 1-4 $ 51,889 $ 25,697 $ 33,235 $ 15,763 $ 395 $ 60,614 $ 187,593 Risk Grades 5-6 — — — — 883 3,355 4,238 Risk Grade 7 — — — — — — — Total $ 51,889 $ 25,697 $ 33,235 $ 15,763 $ 1,278 $ 63,969 $ 191,831 C&I, at amortized cost, net of deferred fees and costs Risk Grades 1-4 $ 44,251 $ 1,532 $ — $ — $ — $ 1,500 $ 47,283 Risk Grades 5-6 — 275 — — — — 275 Risk Grade 7 — — — — — — — Total $ 44,251 $ 1,807 $ — $ — $ — $ 1,500 $ 47,558 Total $ 329,246 $ 202,909 $ 164,029 $ 61,786 $ 24,867 $ 207,279 $ 990,116 Allowance for Credit Losses 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, 2025 and 2024: December 31, 2025 December 31, 2024 CRE C&I SBA Total CRE C&I SBA Total Beginning balance $ 1,430 $ 315 $ 28,488 $ 30,233 $ 1,408 $ 314 $ 10,852 $ 12,574 Charge offs ( 299 ) ( 1,775 ) ( 21,735 ) ( 23,809 ) ( 236 ) — ( 7,836 ) ( 8,072 ) Recoveries — — 199 199 — — — — Provision for credit losses 1 742 4,742 33,119 38,603 258 1 25,472 25,731 Ending balance $ 1,873 $ 3,282 $ 40,071 $ 45,226 $ 1,430 $ 315 $ 28,488 $ 30,233 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. F-40 Table of Contents The following table presents the individually evaluated and collectively evaluated ACL by segment: December 31, 2025 December 31, 2024 ACL CRE C&I SBA Total CRE C&I SBA Total Individually Evaluated $ — $ 1,328 $ 12,311 $ 13,639 $ — $ — $ 7,019 $ 7,019 Collectively Evaluated 1,873 1,954 27,760 31,587 1,430 315 21,469 23,214 Total $ 1,873 $ 3,282 $ 40,071 $ 45,226 $ 1,430 $ 315 $ 28,488 $ 30,233 The following table presents the recorded investment in loans individually evaluated and collectively evaluated by segment: December 31, 2025 December 31, 2024 Recorded Investment CRE C&I SBA Total CRE C&I SBA Total Individually Evaluated $ 18,487 $ 1,827 $ 74,008 $ 94,322 $ 2,635 $ — $ 21,706 $ 24,341 Collectively Evaluated 255,707 78,553 465,738 799,998 189,196 47,558 359,275 596,029 Total $ 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 associated ACL are as follows: December 31, 2025 December 31, 2024 Nonaccrual without Allowance Nonaccrual with Allowance ACL Nonaccrual without Allowance Nonaccrual with Allowance ACL SBA $ 34,058 $ 39,950 $ 12,311 $ 7,264 $ 14,442 $ 7,019 CRE 2,979 — — 2,635 — — C&I 419 1,408 1,328 — — — Total $ 37,456 $ 41,358 $ 13,639 $ 9,899 $ 14,442 $ 7,019 The unpaid contractual principal balance and recorded investment for the loans individually assessed is shown in the table below by type: December 31, 2025 December 31, 2024 Real Estate Collateral Non-Real Estate Collateral Total ACL Real Estate Collateral Non-Real Estate Collateral Total ACL SBA $ 44,066 $ 29,942 $ 74,008 $ 12,311 $ 19,586 $ 2,120 $ 21,706 $ 7,019 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 Accrued interest on loans totaled $ 22.4 million and $ 15.5 million as of December 31, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses. The Company writes off accrued interest receivable by reversing interest income and typically occurs upon loans becoming 90 to 120 days past due. Loan Modifications Made to Borrowers Experiencing Financial Difficulty 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: F-41 Table of Contents 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 December 31, 2025 December 31, 2024 SBA 504 First Lien $ 201,013 $ 128,255 SBA 504 Second Lien 31,207 26,678 SBA 7(a) 303,716 4,855 SBA 7(a) Partials 1 20,753 — ALP 415,148 212,498 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: As of December 31, 2025 Past Due and Accruing Non- accrual Total Past Due and Non-accrual Current Total Accounted for Under the FV Option 30-59 Days 60-89 Days 90+ Days 1 SBA, at fair value $ 21,441 $ 5,018 $ 8,713 $ 12,580 $ 47,752 $ 508,937 $ 556,689 ALP, at fair value 9,049 — — 11,634 20,683 394,465 415,148 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 Past Due and Accruing Non- accrual Total Past Due and Non-accrual Current Total Accounted for Under the FV Option 30-59 Days 60-89 Days 90+ Days SBA, at fair value $ 29,119 $ 13,367 $ — $ 250 $ 42,736 $ 117,052 $ 159,788 ALP, at fair value — 2,492 — — 2,492 210,006 212,498 Total $ 29,119 $ 15,859 $ — $ 250 $ 45,228 $ 327,058 $ 372,286 F-42 Table of Contents Loans held for sale, at LCM December 31, 2025 December 31, 2024 SBA 504 First Lien $ 19,075 $ 36,783 SBA 504 Second Lien 7,457 8,203 SBA 7(a) Partials 1 — 13,817 Loans held for sale, at LCM $ 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 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 30-59 Days 60-89 Days 90+ Days SBA $ 2,164 $ 1,099 $ — $ — $ 3,263 $ 55,540 $ 58,803 F-43 Table of Contents NOTE 6—TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTY TRANSACTIONS: Due to/from affiliated companies The following table summarizes the amounts due to and due from affiliated companies as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Due from affiliated companies 1 100 242 Due to affiliated companies 2 — — Total due to/due from affiliated companies, net $ 100 $ 242 1 Included within Other assets 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, 2025 2024 2023 Servicing income $ 1,591 $ 1,997 $ 1,240 Dividend income 3,211 1,503 1,641 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, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 FDIC insured deposits $ 4,054 $ 4,732 Non-FDIC insured deposits 322 1,098 Total deposits from related parties and their affiliated companies $ 4,376 $ 5,830 Other Transactions with Related Parties 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 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. F-44 Table of Contents NOTE 7—SERVICING ASSETS: Servicing assets held by NSBF are measured at fair value and the Company performs valuations on a quarterly basis. 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, 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 SBA 7(a) $ 1,698,866 $ 1,996,715 ALP 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, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Weighted Range Weighted Range Unobservable Input Amount Average Minimum Maximum Amount Average Minimum Maximum Servicing assets at FV: $ 15,358 $ 22,062 Discount factor 1 11.25 % 11.25 % 11.25 % 12.00 % 12.00 % 12.00 % Cumulative prepayment rate 22.50 % 22.50 % 22.50 % 22.50 % 22.50 % 22.50 % Average cumulative default rate 21.00 % 21.00 % 21.00 % 21.00 % 21.00 % 21.00 % Servicing assets at LCM: 29,564 24,195 Discount factor 1 11.27 % 10.75 % 12.00 % 12.97 % 12.00 % 13.50 % Cumulative prepayment rate 33.72 % 22.50 % 50.00 % 34.65 % 22.50 % 75.00 % Average cumulative default rate 16.95 % 5.00 % 21.00 % 18.90 % 5.00 % 20.00 % Total $ 44,922 $ 46,257 1 Determined based on risk spreads and observable secondary market transactions. 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, 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 ) Additions 2 15,358 19,184 Impairment assessment — — 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 income earned for the years ended December 31, 2025, 2024 and 2023 was as follows: Year Ended December 31, 2025 2024 2023 Servicing income $ 22,850 $ 20,087 $ 18,289 F-45 Table of Contents NOTE 8—GOODWILL AND INTANGIBLE ASSETS: 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 Banking $ 271 $ 271 Payments 13,814 13,814 Total goodwill $ 14,085 $ 14,085 Banking: 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. Payments: 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 The following table summarizes intangible assets: At December 31, 2025 At December 31, 2024 Gross carrying Amount Accumulated Amortization Net Carrying amount Gross carrying Amount Accumulated Amortization Net Carrying amount Banking - Core Deposits $ 1,040 $ 528 $ 512 $ 1,040 $ 373 $ 667 Core Deposits 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. F-46 Table of Contents 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: Year Ended December 31, 2025 2024 2023 Amortization expense $ 170 $ 539 $ 1,468 The remaining estimated aggregate future amortization expense for intangible assets as of December 31, 2025 is as follows: Amortization Expense 2026 $ 135 2027 114 2028 94 2029 73 2030 52 Thereafter 44 Total $ 512 F-47 Table of Contents NOTE 9—ASSETS AND LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE: 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” - 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: ASSETS LIABILITIES Held for Sale Directly Associated with Assets Held for Sale Cash and due from banks $ 325 Lease liabilities $ 685 Goodwill 11,800 Deferred tax liabilities, net 2,975 Intangibles 3,030 Accounts payable, accrued expenses and other liabilities 2,564 Right of use assets 619 Other assets 6,150 Valuation allowance 1 ( 616 ) $ 21,308 $ 6,224 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. Goodwill 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. Intangibles The intangible asset for customer lists within the technology segment existed prior to the consolidation of the technology segment into NewtekOne following the Acquisition. As of December 31, 2024 Gross carrying Amount Accumulated Amortization Net Carrying amount Technology Customer Lists $ 6,525 $ ( 3,495 ) $ 3,030 Right of use assets and lease liabilities Under ASC 842, operating lease expense is generally recognized on a straight-line basis over the term of the lease. 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 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. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are excluded from our weighted-average remaining lease term. F-48 Table of Contents NOTE 10—FAIR VALUE MEASUREMENTS: The following tables present fair value measurements of certain of the Company’s assets and liabilities measured at fair value and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values as of December 31, 2025 and December 31, 2024: Fair Value Measurements at December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Debt securities available-for-sale, at fair value U.S. Treasury notes $ 16,829 $ 16,829 $ — $ — Loans held for sale, at fair value 971,837 — 324,467 647,370 Loans held for investment, at fair value 281,198 — — 281,198 Individually evaluated loans 1 94,322 — — 94,322 Other real estate owned, at fair value 2 7,570 — — 7,570 Other real estate owned, at LCM 1,2 1,286 — — 1,286 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 1,983 6 38,856 Derivative instruments 1,2,3 737 — 737 — Total assets measured at fair value $ 1,543,121 $ 23,709 $ 327,187 $ 1,192,225 Liabilities: Equity warrants 3,4 $ 81 $ — $ — $ 81 Total liabilities measured at fair value $ 81 $ — $ — $ 81 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 Total Level 1 Level 2 Level 3 Assets: Debt securities available-for-sale U.S. Treasury notes $ 23,916 $ 23,916 $ — $ — Loans held for sale, at fair value 372,286 — — 372,286 Loans held for investment, at fair value 369,746 — — 369,746 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 Servicing assets, at LCM 1 24,195 — — 24,195 Joint ventures and other investments 57,678 — — 57,678 Derivative instruments 1,3 715 — 715 — Total assets measured at fair value $ 898,703 $ 23,916 $ 715 $ 874,072 Liabilities: Equity warrants 3,4 $ 133 $ — $ — $ 133 Total liabilities measured at fair value $ 133 $ — $ — $ 133 1 Included in Other assets on the Consolidated Statements of Financial Condition. 2 Non-recurring. F-49 Table of Contents 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 Loans HFI, 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 Fair value, December 31, 2024 $ 369,746 $ 372,286 $ 57,678 $ — $ 22,062 $ 133 $ 3,764 Reclasses between loans at FV and LCM — 7,133 — — — — — Sales 483 ( 270,910 ) — — — — ( 2,371 ) Principal payments received ( 71,830 ) ( 12,293 ) — — — — — Foreclosed real estate acquired ( 5,781 ) — — — — — 7,778 SBA loans, funded — 125,262 — — — — — ALP loans, funded — 363,410 — — — — — Purchases and repurchases of loans 4,669 25,094 — — — — — Residuals in securitizations, notional — — — 32,481 — — — Additions 3 — — 2,268 — — — — Asset purchase of controlling interest, net of cash acquired 10,120 Capital contributions — — 85 — — — — Returns of capital 4 — — ( 26,227 ) — — — — Change in valuation due to: Changes in valuation inputs or assumptions ( 1,468 ) 42,244 ( 3,568 ) 44,220 ( 19 ) ( 52 ) ( 1,601 ) Other factors ( 14,621 ) — — — ( 6,685 ) — — Transfers out of Level 3 — ( 4,856 ) 5 ( 1,500 ) 6 — — — — Fair value, December 31, 2025 $ 281,198 $ 647,370 $ 38,856 $ 76,701 $ 15,358 $ 81 $ 7,570 1 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition. 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. F-50 Table of Contents Year Ended December 31, 2024 Loans HFI, at FV Loans HFS, 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 Reclasses between loans HFS and HFI — ( 599 ) — — — — — Reclasses between loans at FV and LCM 263 4,077 — — — — — Sales ( 2,586 ) ( 179,949 ) — — — — ( 1,446 ) Principal payments received ( 71,791 ) ( 16,178 ) — — — — — Foreclosed real estate acquired ( 4,569 ) — — — — — 4,569 SBA loans, funded 122 26,863 — — — — — ALP loans, funded — 283,822 — — — — — Mortgage loans, funded — 103,838 — — — — — Additions — — — 14 21,924 — — Purchases and repurchases of loans 4,851 — — — — — — Capital contributions/(distributions) — — 5,379 — — — — Change in valuation due to: Changes in valuation inputs or assumptions 597 31,569 10,712 924 ( 616 ) ( 8 ) ( 469 ) Other factors ( 26,942 ) ( 24 ) — ( 8,212 ) — — — Fair Value, December 31, 2024 $ 369,746 $ 372,286 $ 57,678 $ 22,062 $ 21,308 $ 133 $ 3,764 1 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition. 2 Included in Other assets on the Consolidated Statements of Financial Condition. F-51 Table of Contents The following tables provide a summary of quantitative information about the Company’s Level 3 fair value measurements as of December 31, 2025 and December 31, 2024. In addition to the inputs noted in the table below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The tables below are not intended to be all-inclusive but rather provide information on the significant Level 3 inputs as they relate to the Company’s fair value measurements at December 31, 2025 and December 31, 2024. Fair Value as of Weighted Range December 31, 2025 Unobservable Input Average Minimum Maximum Assets: Loans HFI, at FV - accrual $ 208,655 Market yields 6.55 % 6.55 % 6.55 % Cumulative prepayment rate 22.50 % 22.50 % 22.50 % Average cumulative default rate 21.00 % 21.00 % 21.00 % Loans HFI, at FV - non-accrual $ 72,543 Market yields 7.00 % 7.00 % 7.00 % Average cumulative default rate 30.00 % 30.00 % 30.00 % Loans HFS, at FV $ 647,370 Market yields 7.19 % 6.43 % 8.13 % Cumulative prepayment rate 56.17 % 50.00 % 60.00 % Average cumulative default rate 11.17 % 5.00 % 15.00 % 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 $ 15,358 Market yields 11.25 % 11.25 % 11.25 % Cumulative prepayment rate 22.50 % 22.50 % 22.50 % Average cumulative default rate 21.00 % 21.00 % 21.00 % Other real estate owned, at FV $ 7,570 Appraised value N/A N/A N/A Liabilities: Equity warrants $ 81 Expected volatility 45.00 % 45.00 % 45.00 % Dividend yield 6.70 % 6.70 % 6.70 % Risk free rate 3.95 % 3.95 % 3.95 % 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. F-52 Table of Contents Fair Value as of Weighted Range December 31, 2024 Unobservable Input Average Minimum Maximum Assets: Loans HFI, at FV - accrual $ 302,442 Market yields 6.55 % 6.55 % 6.55 % Cumulative prepayment rate 22.50 % 22.50 % 22.50 % Average cumulative default rate 21.00 % 21.00 % 21.00 % Loans HFI, at FV - non-accrual $ 67,304 Market yields 7.30 % 7.30 % 7.30 % Average cumulative default rate 30.00 % 30.00 % 30.00 % Loans HFS, at FV $ 372,286 Market yields 7.62 % 7.08 % 8.18 % Cumulative prepayment rate 59.78 % 50.00 % 70.00 % Average cumulative default rate 9.89 % 5.00 % 15.00 % 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 % Servicing assets, at FV 1 $ 22,062 Market yields 12.00 % 12.00 % 12.00 % Cumulative prepayment rate 22.50 % 22.50 % 22.50 % 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, at FV $ 3,764 Appraised value N/A N/A N/A Liabilities: Equity warrants $ 133 Expected volatility 48.00 % 48.00 % 48.00 % Dividend yield 6.00 % 6.00 % 6.00 % Risk free rate 4.52 % 4.52 % 4.52 % 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. F-53 Table of Contents Estimated Fair Value of Other Financial Instruments GAAP also requires disclosure of the fair value of financial instruments carried at book value on the Consolidated Statements of Financial Condition. The carrying amounts and estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis are as follows: December 31, 2025 Carrying Amount Fair Value Amount by Level: Total Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash and due from banks $ 4,196 $ 4,196 $ — $ — $ 4,196 Restricted cash 26,477 26,477 — — 26,477 Interest bearing deposits in banks 279,618 279,618 — — 279,618 Loans HFS, at LCM 26,532 — — 26,532 26,532 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 Financial Liabilities: Time deposits 439,805 — 440,688 — 440,688 Borrowings 819,888 — 283,999 543,999 827,998 December 31, 2024 Carrying Amount Fair Value Amount by Level: Total Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash and due from banks $ 6,941 $ 6,941 $ — $ — $ 6,941 Restricted cash 28,226 28,226 — — 28,226 Interest bearing deposits in banks 346,207 346,207 — — 346,207 Loans HFS, at LCM 58,803 — — 58,856 58,856 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 Financial Liabilities: Time deposits 409,251 — 410,442 — 410,442 Borrowings 708,041 — 306,549 413,818 720,367 F-54 Table of Contents The fair values of the components of Borrowings are included in the chart below: December 31, 2025 December 31, 2024 Closing Price Fair Value Closing Price Fair Value Public Parent Company Notes 1 : 2026 Notes ( 5.50 %) 2 $ 25.19 $ 95,722 $ 25.21 $ 115,966 2028 Notes ( 8.00 %) 25.20 40,320 25.28 40,448 2029 Notes ( 8.50 %) 25.16 72,267 25.32 72,795 2029 Notes ( 8.625 %) 25.23 75,690 25.78 77,340 Subtotal (Level 2) $ 283,999 $ 306,549 Private Parent Company Notes 3 $ 102,758 $ 80,926 Securitizations 4 127,050 186,635 FHLB Borrowings 4 7,349 15,330 Bank Borrowings 4 306,842 130,927 Subtotal (Level 3) $ 543,999 $ 413,818 Total Borrowings $ 827,998 $ 720,367 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. The fixed rate private Notes are held at par as of December 31, 2025 and December 31, 2024. Fair value calculations are performed based on implied treasury rates as of year end. 4 Fair value is calculated as the Borrowings Outstanding. Refer to NOTE 13—BORROWINGS. F-55 Table of Contents NOTE 11—DEPOSITS: The following table summarizes deposits by type: December 31, 2025 December 31, 2024 Non-interest-bearing: Demand $ 53,873 $ 11,142 Interest-bearing: Checking 150,025 103,978 Money market 93,341 62,001 Savings 681,364 386,680 Time deposits 439,805 409,251 Total interest-bearing 1,364,535 961,910 Total deposits $ 1,418,408 $ 973,052 Time deposits, money market, and interest-bearing checking obtained through brokers $ 70,015 $ 27,100 Aggregate amount of deposit accounts that exceeded the FDIC limit $ 394,346 $ 140,679 Deposit overdrafts reclassified as loan balances $ 142 $ 17 Certificates of deposit in excess of $0.25 million $ 92,372 $ 99,231 The following table summarizes the scheduled maturities of time deposits: 2026 $ 348,649 2027 45,133 2028 20,760 2029 16,538 2030 8,725 Thereafter — Total time deposits $ 439,805 NOTE 12—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITES: The following table details the components of accounts payable, accrued expenses and other liabilities at December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Loan related remittances due to SBA and participants $ 3,764 $ 2,203 Accrued payroll and related payables 295 332 Accrued interest 7,086 6,035 Funds in process to PMT's payroll customers 9,453 5,700 Loan processing, servicing and other loan related payables 2,329 3,185 SBA repair & denial reserve 1 3,736 3,573 Good faith deposits 895 1,499 Other 15,404 18,279 Total accounts payable, accrued expenses and other liabilities $ 42,962 40,806 1 The Company may be exposed to repair and denial liability to the SBA for SBA 7(a) loans in its portfolio. The Company established a loss contingency reserve in accordance with ASC 450-20. To determine the reserve the Company utilizes probability of default and loss given default rates, which are consistent with the assumptions used in its cash flow projections when estimating the fair value of loans. These factors are applied to the outstanding balances of guaranteed SBA 7(a) loans as well as a rate of repurchase based on historical experience. F-56 Table of Contents NOTE 13—BORROWINGS: At December 31, 2025 and December 31, 2024, the Company had borrowings composed of the following: December 31, 2025 December 31, 2024 Commitments Borrowings Outstanding Weighted Avg Interest Rate Commitments Borrowings Outstanding Weighted Avg Interest Rate Bank Borrowings 1 : NMS Webster Note 2 $ — $ — — % $ 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 % SPV II Deutsche Bank Facility 170,000 169,146 7.32 % 120,000 54,036 7.57 % SPV III One Florida Bank Facility 35,000 33,259 7.75 % 30,000 23,011 8.50 % FHLB Advances 14,000 7,349 2.75 % 20,000 15,330 2.19 % Parent Company Notes 1 : 2025 Notes 4 — — 5.00 % 30,000 29,913 5.00 % 2026 Notes 5,6 95,000 95,000 5.50 % 115,000 114,282 5.50 % 2027 Notes 7 50,000 49,967 8.125 % 50,000 49,944 8.125 % 2028 Notes 40,000 39,073 8.00 % 40,000 38,726 8.00 % 2029 Notes 71,808 70,066 8.50 % 71,875 69,622 8.50 % 2029 Notes 75,000 73,150 8.625 % 75,000 72,662 8.625 % 2030 Notes 5,8 52,000 51,391 8.375 % — — — % Notes payable - Securitization Trusts 1 128,827 127,050 6.42 % 189,231 186,635 7.32 % Total borrowings $ 926,635 $ 819,888 7.53 % $ 855,977 $ 708,041 7.22 % 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: December 31, 2025 December 31, 2024 Principal balance Unamortized deferred financing costs Net carrying amount 1 Principal balance Unamortized deferred financing costs Net carrying amount 1 Bank Borrowings: 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 SPV II Deutsche Bank Facility 169,791 ( 645 ) 169,146 54,800 ( 764 ) 54,036 SPV III One Florida Bank Facility 33,300 ( 41 ) 33,259 23,075 ( 64 ) 23,011 Parent Company Notes: 2025 Notes ( 5.00 %) 4 — — — 30,000 ( 87 ) 29,913 2026 Notes ( 5.50 %) 5 95,000 — 95,000 115,000 ( 718 ) 114,282 2027 Notes ( 8.125 %) 6 50,000 ( 33 ) 49,967 50,000 ( 56 ) 49,944 2028 Notes ( 8.00 %) 40,000 ( 927 ) 39,073 40,000 ( 1,274 ) 38,726 2029 Notes ( 8.50 %) 71,808 ( 1,742 ) 70,066 71,875 ( 2,253 ) 69,622 2029 Notes ( 8.625 %) 75,000 ( 1,850 ) 73,150 75,000 ( 2,338 ) 72,662 2030 Notes ( 8.375 %) 5,7 52,000 ( 609 ) 51,391 — — — Notes Payable - Securitization Trusts 1 128,828 ( 1,778 ) 127,050 189,231 ( 2,596 ) 186,635 1 Net of deferred financing costs. 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 F-57 Table of Contents $ 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. 2030 Notes 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. 2029 Notes 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. The Company received $ 69.6 million in proceeds, before expenses, from the sale of the 2029 8.50 % Notes. 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. The Notes will mature on October 15, 2029. 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, 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. F-58 Table of Contents 2028 Notes 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 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. 2027 Notes 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. There was no interest expense on the 2027 Notes in 2023. 2026 Notes 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. The sale of the 2026 Notes generated proceeds of approximately $ 111.3 million, net of underwriter's fees and expenses. 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. See “NOTE 24—SUBSEQUENT EVENTS - Exchange of 2026 Notes for 2031 Notes and Repayment of 2026 Notes ” for additional information. 2025 Notes 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. F-59 Table of Contents 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. 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. 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. 2024 Notes 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 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 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. On February 16, 2021 and May 20, 2021, the Company issued an additional $ 5.0 million and $ 10.0 million in aggregate principal amount of its 2024 Notes, respectively. The new 2024 Notes are treated as a single series with the prior 2024 Notes and have the same terms as the prior 2024 Notes. The existing 2024 Notes have the same CUSIP number and are fungible and rank equally with the prior 2024 Notes. On December 29, 2021, the Company redeemed $ 40.0 million in aggregate principal amount of the $ 78.25 million in aggregate principal amount of the Notes on the redemption date of December 29, 2021 at 100 % of their principal amount ($ 25 per Note), plus the accrued and unpaid interest thereon from November 1, 2021, through, but excluding, the redemption date. 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, 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 Since 2010, NSBF has engaged in securitizations of the unguaranteed portions of its SBA 7(a) loans. In the securitization, it uses a special purpose entity (the “Trust”) which is considered a variable interest entity. 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 vehicle, based on its power to direct activities through its role as servicer for the Trust and its obligation to absorb losses and right to receive benefits, it needed to consolidate the Trusts. 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 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. The 2017-1 Trust in turn issued securitization notes for the par amount of $ 75.4 million, consisting of $ 58.1 million Class A notes and $ 17.3 million of 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, with a final maturity date of the notes is February 2043. On February 27, 2023, the 2017-1 Trust was terminated as a result of NSBF purchasing the 2017-1 Trust assets, with the 2017-1 Trust’s noteholders receiving the redemption price. In November 2018, NSBF completed its ninth securitization which resulted in the transfer of $ 108.6 million of unguaranteed portions of SBA loans to the 2018-1 Trust. The 2018-1 Trust in turn issued securitization notes for the par amount of $ 108.6 million, consisting of $ 82.9 million Class A notes and $ 25.7 million of 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 February 2044. 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. F-60 Table of Contents 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. 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. The Class A and Class B notes bear interest at a rate of adjusted SOFR plus 1.92 % across both classes. NSBF has the right to call the 2021-1 Class A and B notes at such time as the sum of the principal amount of the Class A Notes and the Class B Notes is less than or equal to 20.00 % of the sum of the principal amount of the Class A Notes and Class B Notes as of the closing date of the transaction, with the prior written consent of the SBA. In September 2022, NSBF completed its twelfth securitization which resulted in the transfer of $ 116.2 million of unguaranteed portions of SBA loans to the 2022-1 Trust. The 2022-1 Trust in turn issued securitization notes for the par amount of $ 116.2 million, consisting of $ 95.4 million of Class A notes and $ 20.8 million Class B notes, against the 2022-1 Trust 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 October 2049. The Class A and Class B notes bear interest at an average rate of 30-day average compounded SOFR plus 2.97 % across both classes. NSBF has the right to call the 2022-1 Class A and B notes at such time as the sum of the principal amount of the Class A Notes and the Class B Notes is less than or equal to 20.00 % of the sum of the principal amount of the Class A Notes and Class B Notes as of the closing date of the transaction, with the prior written consent of the SBA. In June 2023, NSBF completed its thirteenth securitization which resulted in the transfer of $ 103.9 million of unguaranteed portions of SBA loans to the 2023-1 Trust. The 2023-1 Trust in turn issued securitization notes for the par amount of $ 103.9 million, consisting of $ 84.3 million of Class A notes and $ 19.6 million Class B notes, against the 2023-1 Trust 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 October 2049. The Class A and Class B notes bear interest at an average rate of 30-day average compounded SOFR plus 3.24 % across both classes. NSBF has the right to call the 2023-1 Class A and B notes at such time as the sum of the principal amount of the Class A Notes and the Class B Notes is less than or equal to 20.00 % of the sum of the principal amount of the Class A Notes and Class B Notes as of the closing date of the transaction, with the prior written consent of the SBA. For the years ended December 31, 2025, 2024 and 2023, interest expense including amortization of related deferred financing costs and discount was $ 12.0 million, $ 21.1 million, and $ 23.5 million, respectively. At December 31, 2025 and 2024, the assets of the consolidated Trusts totaled $ 206.5 million and $ 272.4 million, respectively. The liabilities of the consolidated Trusts totaled $ 128.8 million and $ 189.2 million, respectively. 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. F-61 Table of Contents 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: Year Ending December 31, Borrowings 2026 $ 97,989 2027 225,932 2028 90,777 2029 147,675 2030 138,251 Thereafter 128,828 $ 829,452 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 F-62 Table of Contents NOTE 14—DERIVATIVE INSTRUMENTS: The Company historically uses derivative instruments primarily to economically manage the fair value variability of certain fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The following is a breakdown of the derivatives outstanding as of December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Fair Value Remaining Fair Value Remaining Contract Type Notional 1 Asset 2 Liability 3 Maturity (years) Notional 1 Asset 2 Liability 3 Maturity (years) 5-year Treasury Futures $ ( 211,805 ) $ 737 $ — 0.25 years $ ( 153,049 ) $ 715 $ — 0.25 years 1 Shown as a negative number when the position is sold short. 2 Shown in Other assets in the accompanying Consolidated Statements of Financial Condition. 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 income for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Contract Type Unrealized Appreciation/(Depreciation) Realized Gain/(Loss) Unrealized Appreciation/(Depreciation) Realized Gain/(Loss) Unrealized Appreciation/(Depreciation) Realized Gain/(Loss) 5-year Treasury Futures $ 23 $ ( 3,956 ) $ 1,344 $ ( 51 ) $ ( 699 ) $ 834 Collateral posted with our futures counterparty is segregated in the Company’s books and records. Historically, the Company’s counterparty has held cash margin as collateral for derivatives, which is included in restricted cash in the consolidated balance sheets. Interest rate futures are centrally cleared by the Chicago Mercantile Exchange (“CME”) through a futures commission merchant. The Company is required to post initial margin and daily variation margin for interest rate futures that are centrally cleared by CME. CME determines the fair value of our centrally cleared futures, including daily variation margin. Variation margin pledged on the Company’s centrally cleared interest rate futures is settled against the realized results of these futures. NOTE 15—COMMITMENTS AND CONTINGENCIES: Operating and Employment Commitments The Company leases office space and other office equipment in several states under operating lease agreements which expire at various dates through 2030. Those office space leases which are for more than one year generally contain scheduled rent increases or escalation clauses. In addition, during 2025, the Company entered into one-year employment agreements with its named executive officers. 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. F-63 Table of Contents 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 2027 552 — 552 2028 476 — 476 2029 367 — 367 2030 225 — 225 Thereafter 2,012 — 2,012 Total $ 4,292 $ 702 $ 4,994 Legal Matters The Company and its subsidiaries are routinely subject to actual or threatened legal proceedings, including litigation and regulatory matters, arising in the ordinary course of business. Litigation matters range from individual actions involving a single plaintiff to class action lawsuits and can involve claims for substantial or indeterminate alleged damages or for injunctive or other relief. Regulatory investigations and enforcement matters may involve formal or informal proceedings and other inquiries initiated by various governmental agencies, law enforcement authorities, and self-regulatory organizations, and can result in fines, penalties, restitution, changes to the Company’s business practices, and other related costs, including reputational damage. At any given time, these legal proceedings are at varying stages of adjudication, arbitration, or investigation, and may relate to a variety of topics. Assessment of exposure that could result from legal proceedings is complex because these proceedings often involve inherently unpredictable factors, including, but not limited to, the following: whether the proceeding is in early stages; whether damages or the amount of potential fines, penalties, and restitution are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery or other investigation has begun or is not complete; whether material facts may be disputed or unsubstantiated; whether meaningful settlement discussions have commenced; and whether the matter involves class allegations. As a result of these complexities, the Company may be unable to develop an estimate or range of loss. The Company evaluates legal proceedings based on information currently available, including advice of counsel. The Company establishes accruals for those matters, pursuant to ASC 450, when a loss is considered probable and the related amount is reasonably estimable. While the final outcomes of legal proceedings are inherently unpredictable, management is currently of the opinion that the outcomes of pending and threatened matters will not have a material effect on the Company’s business, consolidated financial position, results of operations or cash flows as a whole. As available information changes, the matters for which the Company is able to estimate, as well as the estimates themselves, will be adjusted accordingly. The Company’s estimates are subject to significant judgment and uncertainties, and the matters underlying the estimates will change from time to time. In the event of unexpected future developments, it is possible that an adverse outcome in any such matter could be material to the Company’s business, consolidated financial position, results of operations, or cash flows as a whole for any particular reporting period of occurrence. In addition. as a result of a litigation brought by the Federal Trade Commission (the “FTC”) in October 2012, NMS voluntarily entered into, and continues to operate under, a permanent injunction with respect to certain of its business practices. F-64 Table of Contents Unfunded Commitments 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 SBA 7(a) loans $ 37,162 $ 25,032 SBA 504 loans 66,503 72,557 C&I loans 5,048 9,542 Total unfunded commitments $ 108,713 $ 107,131 NOTE 16—SHAREHOLDERS EQUITY: Preferred Stock 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 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 On February 3, 2023, pursuant to the Securities Purchase Agreement, the Company issued warrants to Patriot to purchase, in the aggregate, 47.54 thousand shares of Common Stock for $ 21.03 per share. The Warrants are exercisable in whole or in part until the ten year anniversary of the entry into the Securities Purchase Agreement and may be exercised for cash or on a “net share” basis, with the number of shares withheld determined based on the closing price of the Common Stock on the date of such exercise. Warrants are included in Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. F-65 Table of Contents Common Stock 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 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 ATM Program: Year Ended December 31, 2023 ATM Program 2025 2024 2023 Shares sold 425 1,100 — Net weighted average price per share $ 12.22 $ 12.56 $ — Net proceeds $ 5,090 $ 13,818 $ — Placement agent fees paid $ 104 $ 282 $ — 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. Stock and Debt Repurchase Programs 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 following twelve months . 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. F-66 Table of Contents 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 Repurchases: 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 Repurchases: 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 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 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 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 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 $ 472 2 December 10, 2025 B December 22, 2025 January 1, 2026 $ 21.25 $ 1,063 Year ended December 31, 2024 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. F-67 Table of Contents Common Stock 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 # $ Year ended December 31, 2025 March 31, 2025 April 15, 2025 April 30, 2025 $ 0.19 $ 4,835 35 $ 367 June 25, 2025 July 9, 2025 July 21, 2025 $ 0.19 $ 4,836 — $ — September 30, 2025 October 14, 2025 October 24, 2025 $ 0.19 $ 5,387 3 $ 54 December 10, 2025 December 22, 2025 January 2, 2026 $ 0.19 $ 5,419 5 $ 52 Year ended December 31, 2024 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 September 16, 2024 October 10, 2024 October 21, 2024 $ 0.19 $ 4,837 8 $ 114 December 13, 2024 December 31, 2024 January 13, 2025 $ 0.19 $ 4,833 13 $ 155 NOTE 17—REGULATORY CAPITAL: The maintenance of appropriate levels of capital is a management priority and is monitored on a regular basis. The Company’s principal goals related to the maintenance of capital are the following: to provide adequate capital to support the Company’s risk profile consistent with the risk appetite approved by the Board of Directors; to provide financial flexibility to support future growth and client needs; comply with relevant laws, regulations, and supervisory guidance; to achieve optimal ratings for the Company and its subsidiaries; and to provide a competitive return to shareholders. Management regularly monitors the capital position of the Company on both a consolidated and bank level basis. Risk-based capital ratios, which include Tier 1 Capital, Total Capital and Common Equity Tier 1 Capital, are calculated based on regulatory guidance related to the measurement of capital and risk-weighted assets. Regulatory capital rules adopted in July 2013 and fully phased in as of January 1, 2019, which are referred to as the Basel III rules, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies with consolidated assets of more than $3 billion. In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain the fully phased in “capital conservation buffer” of 2.5% on top of its minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1 risk-based capital, but the buffer applies to all three measurements (common equity Tier 1 risk-based capital, Tier 1 capital and total capital). The capital conservation is equal to 2.5% of risk-weighted assets. Capital amounts and ratios for NewtekOne, Inc. as of December 31, 2025 and 2024 are presented in the table below: Actual For Capital Adequacy Purposes 1 For Consideration as Well-Capitalized NewtekOne, Inc. - December 31, 2025 Amount Ratio Amount Ratio Amount Ratio Tier 1 Capital (to Average Assets) $ 363,935 15.2 % 95,588 4.0 % N/A N/A Common Equity Tier 1 (to Risk-Weighted Assets) 315,754 17.8 % 79,924 4.5 % N/A N/A Tier 1 Capital (to Risk-Weighted Assets) 363,935 20.5 % 106,565 6.0 % N/A N/A Total Capital (to Risk-Weighted Assets) 386,428 21.8 % 142,087 8.0 % N/A N/A NewtekOne, Inc. - December 31, 2024 Tier 1 Capital (to Average Assets) $ 231,899 13.3 % $ 69,727 4.0 % N/A N/A Common Equity Tier 1 (to Risk-Weighted Assets) 231,899 17.0 % 61,492 4.5 % N/A N/A Tier 1 Capital (to Risk-Weighted Assets) 231,899 17.0 % 81,990 6.0 % N/A N/A Total Capital (to Risk-Weighted Assets) 268,887 19.7 % 109,320 8.0 % N/A N/A 1 Exclusive of the capital conservation buffer of 2.5% of risk-weighted assets. F-68 Table of Contents Capital amounts and ratios for Newtek Bank as of December 31, 2025 and 2024, are presented in the table below. As of December 31, 2025 and 2024, Newtek Bank was categorized as “well-capitalized” under the prompt corrective action measures and met the capital conservation buffer requirements. Actual For Capital Adequacy Purposes 1 For Consideration as Well-Capitalized Newtek Bank - December 31, 2025 Amount Ratio Amount Ratio Amount Ratio Tier 1 Capital (to Average Assets) $ 155,000 10.3 % $ 60,368 4.0 % 75,460 5.0 % Common Equity Tier 1 (to Risk-Weighted Assets) 155,000 12.1 % 57,528 4.5 % 83,096 6.5 % Tier 1 Capital (to Risk-Weighted Assets) 155,000 12.1 % 76,704 6.0 % 102,272 8.0 % Total Capital (to Risk-Weighted Assets) 171,348 13.4 % 102,272 8.0 % 127,840 10.0 % Newtek Bank - December 31, 2024 Tier 1 Capital (to Average Assets) $ 120,078 11.9 % 40,197 4.0 % $ 50,246 5.0 % Common Equity Tier 1 (to Risk-Weighted Assets) 120,078 14.2 % 38,151 4.5 % 55,107 6.5 % Tier 1 Capital (to Risk-Weighted Assets) 120,078 14.2 % 50,868 6.0 % 67,823 8.0 % Total Capital (to Risk-Weighted Assets) 130,924 15.4 % 67,824 8.0 % 84,779 10.0 % 1 Exclusive of the capital conservation buffer of 2.5% of risk-weighted assets. NOTE 18—EARNINGS PER SHARE: Basic and diluted earnings per share are computed based on the weighted average number of shares outstanding during each period. 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 Basic earnings per share: Net income available to common shareholders $ 58,177 $ 49,253 $ 45,875 Weighted-average basic shares outstanding 26,324 24,945 24,263 Basic earnings per share $ 2.21 $ 1.97 $ 1.89 Diluted earnings per share: Net income, for diluted earnings per share 1,2 $ 58,177 $ 49,253 $ 45,875 Total weighted-average basic shares outstanding 26,324 24,945 24,263 Add effect of dilutive restricted stock awards 3 391 241 85 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 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. 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. F-69 Table of Contents NOTE 19—LEASES: 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 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. The operating lease agreements do 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. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are excluded from our weighted-average remaining lease term. The following table summarizes supplemental cash flow and other information related to our operating leases: Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 596 $ 2,874 $ 2,693 Weighted-average remaining lease term - operating leases 10.19 years 5.87 years 2.88 years Weighted-average discount rate - operating leases 7.58 % 5.94 % 5.50 % Total lease costs 1 $ 1,537 $ 3,115 $ 3,124 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: Maturity of Lease Liabilities 2026 $ 660 2027 552 2028 476 2029 367 2030 225 Thereafter 2,012 Total future minimum lease payments $ 4,292 Less: Imputed interest ( 1,418 ) Present value of future minimum lease payments $ 2,874 NOTE 20—BENEFIT PLANS: Defined Contribution Plan The Company’s employees participate in a defined contribution 401(k) plan (the “Plan”) adopted in 2004 which covers substantially all employees based on eligibility. The Plan is designed to encourage savings on the part of eligible employees and qualifies under Section 401(k) of the Code. Under the Plan, eligible employees may elect to have a portion of their pay, including overtime and bonuses, reduced each pay period, as pre-tax contributions up to the maximum allowed by law. The Company may elect to make a matching contribution equal to a specified percentage of the participant’s contribution, on their behalf as a pre-tax contribution. For the years ended December 31, 2025, 2024 and 2023, the Company matched 50 % of the first 2 % of employee contributions, resulting in $ 0.5 million, $ 0.6 million and $ 0.4 million in expense, respectively. F-70 Table of Contents Stock-based Compensation Plans Restricted Stock Awards The Company accounts for its stock-based compensation plan using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. 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 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: 2023 Plan 1 2015 Plan Restricted Stock authorized under the plan 2 3.0 million 1.5 million Net restricted stock (granted)/forfeited during: Year ended December 31, 2021 and prior — ( 438 ) Year ended December 31, 2022 — ( 251 ) Year ended December 31, 2023 ( 82 ) 28 Year ended December 31, 2024 ( 497 ) — Year ended December 31, 2025 18 25 Total net restricted stock (granted)/forfeited ( 561 ) ( 636 ) 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. Details of the Company’s outstanding shares related to restricted stock awards as of December 31, 2025 and December 31, 2024 are outlined below: December 31, 2025 December 31, 2024 Shares outstanding related to grants of restricted stock awards 245 771 Weighted average grant date fair value of awards $ 13.41 $ 14.51 Additional shares outstanding related to dividends on awards 31 59 As of December 31, 2025 and December 31, 2024, the Company’s total unrecognized compensation expense related to unvested shares of restricted stock granted was as follows: December 31, 2025 December 31, 2024 Unrecognized compensation expense on unvested awards $ 2,680 $ 5,929 Weighted-average period of unrecognized compensation expense 1.3 years 1.0 year F-71 Table of Contents Employee Stock Purchase Plan (ESPP) On June 14, 2023, the Company's stockholders approved the ESPP. The initial aggregate number of shares of Common Stock that may be purchased under the ESPP will not exceed 0.2 million shares. Under the terms of the ESPP, employees may authorize the withholding of up to 15 % of their eligible compensation to purchase our shares of Common Stock, not to exceed $ 25 thousand of Common Stock for any calendar year. 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, 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. The following table summarizes the Company’s ESPP activity from inception through December 31, 2025: Year Ended December 31, 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 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 4/1/2024 9/15/2024 — $ — — 10 $ 10.21 101 — $ — — 10/1/2024 3/15/2025 4 $ 10.97 $ 48 5 $ 11.03 55 — $ — — 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: Shares ESPP shares authorized under the plan 200 ESPP shares purchased during: Year ended December 31, 2023 ( 4 ) Year ended December 31, 2024 ( 20 ) Year ended December 31, 2025 ( 26 ) Available for future purchases, December 31, 2025 150 The Company’s total stock-based compensation expense included within Salaries and employee benefits expense in the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 is summarized below: Year Ended December 31, 2025 2024 2023 Restricted stock awards $ 4,052 $ 4,040 $ 2,828 ESPP 45 22 — Total compensation cost recognized for stock-based compensation plans $ 4,097 $ 4,062 $ 2,828 F-72 Table of Contents NOTE 21—INCOME TAXES: The components of income tax expense for the years ended December 31, 2025, 2024 and 2023 were as follows: Years ended December 31, 2025 2024 2023 Current income tax expense: Federal $ 8,144 $ 4,637 $ 1,251 State 2,839 2,799 1,593 Total current expense 10,983 7,436 2,844 Deferred income tax expense/(benefit): Federal 7,501 9,076 ( 4,318 ) State 981 1,327 ( 482 ) Total deferred expense/(benefit) 8,482 10,403 ( 4,800 ) 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 State: Florida 615 — — New York: 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, 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 ) % Income tax expense/(benefit) $ 19,465 24.34 % 17,839 25.97 % ( 1,956 ) ( 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. F-73 Table of Contents Significant components of the Company’s net deferred tax asset at December 31, 2025 and 2024 are listed below: December 31, 2025 December 31, 2024 Deferred tax assets: Allowance for credit losses $ 11,599 $ 7,914 Lease liabilities 747 1,737 Other 1,865 2,757 Purchase accounting, net 9 183 Stock compensation 21 1,134 Goodwill and intangible assets — 217 Federal and state net operating losses, net of federal tax effect 832 201 Total deferred tax assets 15,073 14,143 Deferred tax liabilities: Investments 1,076 2,481 Servicing rights 7,484 6,234 Right of use assets 725 1,488 Goodwill and intangible assets 1,128 — Loans 15,381 6,069 Other 7 115 Total deferred tax liabilities 25,801 16,387 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. The Company files tax returns in federal and certain state and local jurisdictions. The periods subject to examination are generally for tax years ended in 2022 and beyond, including the following major jurisdictions: U.S. Federal, New York, and Florida. 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: Expiring: December 31, 2025 December 31, 2024 Years ended 2029 - 2035 $ 38 $ 154 Years ended 2036 - 2043 18,944 3,872 Never 86 86 Total $ 19,068 $ 4,112 As of December 31, 2025, the Company had no uncertain tax positions. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2025, 2024 and 2023. F-74 Table of Contents NOTE 22—SEGMENTS: The Company's management reporting process measures the performance of its operating segments based on internal operating structure, which is subject to change from time to time. The Company's segment reporting process begins with the assignment of all loans directly to the segments where these products are originated and/or serviced. All deposit accounts are allocated to the Banking segment as our wholly owned FDIC insured depository is included within the Banking segment. Equity capital is assigned to each segment based on the risk profile of their assets and liabilities. 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 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. The net income amount for each reportable segment is further derived by the use of expense allocations. Certain expenses not directly attributable to a specific segment are allocated across all segments based on key metrics, such as number of employees. These types of expenses include information technology, operations, human resources, finance, risk management, credit administration, legal, and marketing. 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 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 four segments, as discussed below: Banking 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 (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 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. NSBF NSBF relates to NSBF’s legacy portfolio of SBA 7(a) loans held outside Newtek Bank; no new loan origination activity takes place. A material portion of NSBF’s legacy portfolio of SBA 7(a) loans reside in three securitization trusts. Payments Payments includes NMS, POS and Mobil Money. NMS markets credit and debit card processing services, check approval services, processing equipment, and software and: – Assist merchants with initial installation of equipment and on-going service, as well as any other special processing needs that they may have. – Handles payment processing for Mobil Money’s merchant portfolio of taxi cabs and related licensed payment processing software. – 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. F-75 Table of Contents 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 Technology 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 . F-76 Table of Contents The following tables provide financial information for the Company's segments: As of and for the year ended December 31, 2025 Banking Alternative Lending NSBF Payments Corporate & Other Consolidated Segment Elim 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 Net income $ 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 F-77 Table of Contents As of and for the year ended December 31, 2024 Banking Alternative Lending Technology NSBF Payments Corporate & Other Consolidated 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 Interest expense 29,855 ( 643 ) 3,539 — — — 21,097 — 2,984 ( 77 ) 28,256 ( 3,898 ) 81,113 Net interest income/(loss) 39,721 641 11,534 ( 12 ) 6 ( 6 ) 15,558 ( 421 ) ( 622 ) ( 2,233 ) ( 25,892 ) 2,031 40,305 Provision for loan credit losses 26,216 — — — — — — — — — — — 26,216 Net interest income after provision for loan credit losses 13,505 641 11,534 ( 12 ) 6 ( 6 ) 15,558 ( 421 ) ( 622 ) ( 2,233 ) ( 25,892 ) 2,031 14,089 Noninterest income 136,080 ( 28,068 ) 55,824 — 27,020 ( 7,139 ) ( 23,410 ) — 48,852 ( 2,028 ) 65,242 ( 55,061 ) 217,312 Technology services expense — — — — 12,575 ( 314 ) — — — — — — 12,261 Electronic payment processing expense — — — — — — — — 21,046 ( 1,168 ) — — 19,878 Salaries and employee benefits expense 45,346 ( 2,531 ) 1,202 ( 1,202 ) 8,690 — 219 682 7,188 11 15,285 3,041 77,931 Professional services expense 3,941 — 165 — 678 — 2,482 — 684 — 7,863 — 15,813 Other loan origination and maintenance expense 20,385 ( 14,060 ) 6,095 ( 4,044 ) 38 — 16,069 ( 11,020 ) — — 402 ( 95 ) 13,770 Depreciation and amortization 182 — — — 1,062 — 114 — 356 — 70 — 1,784 Other general and administrative costs 12,426 ( 2,548 ) 172 — 3,794 ( 271 ) 1,948 ( 11 ) 2,757 ( 1,769 ) 7,690 ( 2,916 ) 21,272 Income before taxes 67,305 ( 8,288 ) 59,724 5,234 189 ( 6,560 ) ( 28,684 ) 9,928 16,199 ( 1,335 ) 8,040 ( 53,060 ) 68,692 Income tax expense (benefit) 15,308 ( 15,308 ) — — 103 ( 103 ) — — — — 2,428 15,411 17,839 Net income $ 51,997 $ 7,020 $ 59,724 $ 5,234 $ 86 $ ( 6,457 ) $ ( 28,684 ) $ 9,928 $ 16,199 $ ( 1,335 ) $ 5,612 $ ( 68,471 ) $ 50,853 Other Segment Disclosures: Assets $ 1,238,899 $ ( 29,932 ) $ 439,101 $ ( 97,352 ) $ 23,317 $ ( 1,393 ) $ 479,896 $ ( 55,488 ) $ 60,347 $ ( 36,707 ) $ 644,867 $ ( 605,643 ) $ 2,059,912 Goodwill & intangible assets $ 938 $ — $ — $ — $ 13,814 $ — $ 14,752 Amortization of intangible assets $ 176 $ — $ 350 $ — $ 13 $ — $ 539 F-78 Table of Contents As of and for the year ended December 31, 2023 Banking Alternative Lending Technology NSBF Payments Corporate & Other Consolidated Segment Elim Segment Elim Segment Elim Segment Elim Segment Elim Segment Elim Interest income $ 34,349 $ — $ 8,198 $ ( 3 ) $ — $ — $ 50,823 $ ( 75 ) $ 2,087 $ ( 2,053 ) $ 3,427 $ ( 2,380 ) $ 94,373 Interest expense 16,625 ( 99 ) 4,035 — 246 ( 246 ) 26,796 — 3,577 ( 132 ) 20,971 ( 4,034 ) 67,739 Net interest income/(loss) 17,724 99 4,163 ( 3 ) ( 246 ) 246 24,027 ( 75 ) ( 1,490 ) ( 1,921 ) ( 17,544 ) 1,654 26,634 Provision for loan credit losses 11,704 — — — — — — — — — — — 11,704 Net interest income after provision for loan credit losses 6,020 99 4,163 ( 3 ) ( 246 ) 246 24,027 ( 75 ) ( 1,490 ) ( 1,921 ) ( 17,544 ) 1,654 14,930 Noninterest income 92,129 ( 26,091 ) 12,278 — 31,692 ( 6,660 ) 25,142 — 46,422 ( 2,893 ) 79,781 ( 75,028 ) 176,772 Technology services expense — — — — 14,794 ( 522 ) — — — — — — 14,272 Electronic payment processing expense — — — — — — — — 19,680 ( 1,353 ) — — 18,327 Salaries and employee benefits expense 35,385 — — — 8,989 — 973 — 7,152 — 13,209 — 65,708 Professional services expense 2,903 — 294 — 468 — 1,508 — 660 — 7,244 — 13,077 Other loan origination and maintenance expense 9,373 ( 7,133 ) 2,222 ( 1,469 ) 11 — 24,327 ( 18,100 ) — — 273 ( 71 ) 9,433 Loss on extinguishment of debt — — — — — — 271 — — — — — 271 Depreciation and amortization 208 — — — 1,498 — 123 — 1,021 — 34 — 2,884 Other general and administrative costs 10,506 ( 2,266 ) 117 — 4,090 ( 236 ) 4,906 ( 24 ) 3,087 ( 1,910 ) 5,872 ( 1,785 ) 22,357 Income before taxes 39,774 ( 16,593 ) 13,808 1,466 1,596 ( 5,656 ) 17,061 18,049 13,332 ( 1,551 ) 35,605 ( 71,518 ) 45,373 Income tax expense (benefit) 11,647 — ( 150 ) — 229 — — — 1,178 — ( 14,860 ) — ( 1,956 ) Net income $ 28,127 $ ( 16,593 ) $ 13,958 $ 1,466 $ 1,367 $ ( 5,656 ) $ 17,061 $ 18,049 $ 12,154 $ ( 1,551 ) $ 50,465 $ ( 71,518 ) $ 47,329 Other Segment Disclosures: Assets $ 683,202 $ ( 29,136 ) $ 196,062 $ ( 51,820 ) $ 23,403 $ ( 884 ) $ 633,206 $ ( 97,683 ) $ 51,819 $ ( 27,154 ) $ 529,941 $ ( 481,443 ) $ 1,429,513 Goodwill & intangible assets $ 1,114 $ — $ 15,179 $ — $ 13,827 $ — $ 30,120 Amortization of intangible assets $ 197 $ — $ 466 $ — $ 805 $ — $ 1,468 F-79 Table of Contents NOTE 23—NEWTEKONE, INC. - PARENT COMPANY ONLY: 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. Statements of Financial Condition As of December 31, 2025 2024 Assets Cash and balances due from depository institutions: $ 20,707 $ 19,123 Loans and lease financing receivable 4,921 5,715 Investments in and receivables due from subsidiaries and associated companies 858,874 699,059 Other assets 16,145 9,617 Total assets 900,647 733,514 Liabilities and shareholders' equity Borrowings with a remaining maturity of one year or less: 95,000 79,856 Other borrowed money with a remaining maturity of more than one year 372,647 325,418 Other liabilities 25,344 22,083 Balances due to subsidiaries and related institutions 10,086 9,876 Total liabilities 503,077 437,233 Preferred stock 48,181 19,738 Common stock 573 525 Additional paid in capital 253,830 218,266 Accumulated other comprehensive income ( 4 ) ( 21 ) Retained earnings 94,990 57,773 Total shareholders’ equity 397,570 296,281 Total liabilities and shareholder's equity $ 900,647 $ 733,514 F-80 Table of Contents Statements of Income For the year ended December 31, 2025 2024 2023 Interest income $ 722 $ 1,851 $ 2,319 Interest expense 34,438 26,647 18,797 Net interest loss ( 33,716 ) ( 24,796 ) ( 16,478 ) Noninterest income: Dividends 54,012 42,107 60,317 All other operating income (loss) 361 2,970 ( 2,345 ) Total noninterest income 54,373 45,077 57,972 Noninterest expense: Salaries and employee benefits 10,984 10,476 9,365 Other expenses 16,795 13,627 10,962 Total noninterest expense 27,779 24,103 20,327 Net Income (loss) before equity in undistributed income of subsidiaries ( 7,122 ) ( 3,822 ) 21,167 Income tax expense (benefit) 3,955 2,428 ( 14,837 ) Income (loss) before undistributed income of subsidiaries ( 11,077 ) ( 6,250 ) 36,004 Equity in undistributed income of subsidiaries and associated companies: 71,589 57,103 26,813 Net income $ 60,512 $ 50,853 $ 62,817 F-81 Table of Contents Statements of Cash Flows For the year ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 60,512 $ 50,853 $ 62,817 Provisions for deferred income taxes 8,339 13,110 ( 5,814 ) Gain (loss) on sale of assets ( 179 ) ( 1,135 ) 539 Equity in Undistributed (earnings) losses of subs ( 71,589 ) ( 57,103 ) ( 26,813 ) Net change in other liabilities 364 ( 35,489 ) ( 40,414 ) Net change in other asset ( 2,161 ) 5,215 ( 10,759 ) Other, net 4,825 6,634 7,570 Net cash provided by (used in) operating activities 111 ( 17,915 ) ( 12,874 ) Cash flow from investing activities Purchases of held-to-maturity and available-for-sale securities — ( 19,899 ) — Sales and maturities of held-to-maturity and available-for-sale securities — 20,000 — Payments for investments in and advances to subsidiaries ( 153,915 ) ( 176,333 ) ( 96,265 ) Sale or repayment of investments in and advances to subsidiaries 63,416 95,543 — Outlays for business acquisitions — — ( 21,322 ) Other, net — 39 14 Net cash used in investing activities ( 90,499 ) ( 80,650 ) ( 117,573 ) Cash flow from financing activities Proceeds from issuance of long-term debt 90,875 154,050 90,000 Repayment of long-term debt ( 30,000 ) ( 38,250 ) — Proceeds from issuance of common stock 5,090 14,036 — Proceeds from issuance of preferred stock 58,181 — 19,493 Payment to repurchase common stock ( 1,557 ) ( 711 ) — Dividends paid ( 28,044 ) ( 20,252 ) ( 14,147 ) Other, net ( 2,572 ) ( 5,056 ) ( 2,826 ) Net cash provided by financing activities 91,973 103,817 92,520 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 Cash and restricted cash - end of period $ 20,708 $ 19,123 $ 13,871 Borrowings and Maturities Refer to NOTE 13—BORROWINGS for a schedule of borrowings that includes the notes issued by the parent company. Refer to the Liquidity and Capital Resources section of the MD&A under the Contractual Obligations section for a schedule of maturities. Guarantees The Company is a guarantor on the SPV I Capital One Facility. Maximum borrowings under the SPV I Facility are $ 100.0 million. 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. At December 31, 2025, the Company determined that it is not probable that payments would be required to be made under the guarantee. F-82 Table of Contents The Company is a guarantor on the SPV II Deutsche Bank Facility. Maximum borrowings under the SPV II Deutsche Bank Facility are $ 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. At December 31, 2025, the Company determined that it is not probable that payments would be required to be made under the guarantee. The Company is a guarantor on the SPV III One Florida Bank Facility. Maximum borrowings under the SPV III One Florida Bank Facility are $ 35.0 million. 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 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. At December 31, 2025, the Company determined that it is not probable that payments would be required to be made under the guarantee. 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 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. F-83 Table of Contents NOTE 24—SUBSEQUENT EVENTS: 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. F-84