NewtekOne, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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Sep 30, 2025 · Filed Nov 7, 2025
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Notes to Consolidated Financial Statements (Unaudited)
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.
The accompanying notes to the consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 17, 2025 (the “2024 Form 10-K”). The unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a fair presentation of the consolidated financial statements in accordance with U.S. GAAP. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications that are necessary for the fair presentation of financial results as of and for the periods presented. The annualized results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. The December 31, 2024 consolidated statement of assets and liabilities has been derived from the audited financial statements as of that date. All intercompany balances and transactions have been eliminated in consolidation.
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
Reclassifications
Certain items in the prior financial statements have been reclassified to conform to current presentation.
The previous net presentation of cash flows from investing and financing activities within the consolidated statements of cash flows has been revised to reflect a gross presentation of repayments and borrowings, principal received on and repurchases of loans held for investment, purchases and redemptions of Federal Home Loan Bank stock and Federal Reserve Bank stock, contributions and return of capital on joint venture investments, as well as purchases, sales and maturities of available-for-sale securities for all comparative periods.
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:
A more detailed description of our accounting policies is included in the Company’s 2024 Form 10-K, which accounting policies remain significantly unchanged. There have been no other significant changes to our accounting policies, or the estimates made pursuant to those policies as described in our 2024 Form 10-K.
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 September 30, 2025, cash deposits in excess of insured amounts totaled $29.0 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 September 30, 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 September 30, 2025 and 2024 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | September 30, 2024 | |
|---|---|---|---|
| Cash and due from banks | $3,980 | $6,941 | $9,688 |
| Restricted cash | 24,737 | 28,226 | 27,929 |
| Interest bearing deposits in banks | 188,214 | 346,207 | 152,805 |
| Cash and restricted cash | $216,931 | $381,374 | $190,422 |
| September 30, 2025 | December 31, 2024 | September 30, 2024 | |
|---|---|---|---|
| Cash held at Federal Reserve Bank1 | $187,731 | $345,680 | $152,283 |
| Cash held at other financial institutions | 29,200 | 35,694 | 38,139 |
| Total cash and cash equivalents | $216,931 | $381,374 | $190,422 |
1 Subject to changes in the Federal Funds rate set by the Federal Open Market Committee
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.
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.
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 commercial 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.
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.
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-for 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 September 30, 2025 and 2024, the Company determined 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.
Accrued Interest Receivable
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. Historically, the Company has not experienced uncollectible accrued interest receivable on investment securities.
Settlement Receivable
Settlement receivable represents amounts due from third parties for guaranteed portions of SBA 7(a) loans which have been sold at period-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 September 30, 2025 and December 31, 2024 was $0.4 million and $47.4 million, respectively. The settlement receivable also includes $43.0 thousand and $5.0 million of premiums, which have been recognized in Net Gains on Sales of Loans as of September 30, 2025 and December 31, 2024, respectively.
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 17—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 2021 are generally closed, and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Interest and penalties assessed by tax jurisdictions for income tax matters are presented as income tax expense on the consolidated statement of income.
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 is not expected to a 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 will be required to disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. The amendments must be applied using either a prospective or retrospective approach. The Company adopted this guidance as of January 1, 2025, which will result in enhanced income tax disclosures within the consolidated financial statements beginning with its December 31, 2025 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 is not expected to a 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 is not expected to 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.
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.
NOTE 3—SECURITIZATIONS AND VARIABLE INTEREST ENTITIES:
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 September 30, 2025. Risks associated with the Company’s involvement with the consolidated Trusts includes potential losses of residual interests in the Trusts.
The following table presents the total assets and total liabilities associated with the Company’s variable interests in consolidated Trusts, as classified in the consolidated statements of financial condition:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Restricted cash | $6,303 | $6,303 |
| Loans held for investment, at fair value | 213,814 | 257,179 |
| Total assets | $220,117 | $263,482 |
| Borrowings | $140,596 | $186,635 |
| Total liabilities | $140,596 | $186,635 |
Assets owned by securitization Trusts, which are VIEs, are not included in the Company’s consolidated financial statements 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 $155,930,000 of Class A Notes, $23,820,000 of Class B Notes, and $4,330,000 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 $216,564,700 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:
| September 30, 2025 | ||||
|---|---|---|---|---|
| Carrying Value · Maximum Exposure to Loss · Total Assets in VIE | ||||
| Assets · Liabilities | ||||
| Transfer of loans - sale treatment | ||||
| Retained interests | $76,701 | $— | $76,701 | $212,509 |
NOTE 4—INVESTMENTS:
Investments consisted of the following at:
| September 30, 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 non-control investments, at fair value | 36,692 | 51,390 | 44,039 | 57,678 |
| Debt securities available-for-sale, at fair value | 18,004 | 18,009 | 23,934 | 23,916 |
| Federal Home Loan Bank and Federal Reserve Bank stock | 4,064 | 4,064 | 3,585 | 3,585 |
| Total investments | $91,241 | $150,164 | $71,558 | $85,179 |
The Company’s Investments in Joint Ventures (JV) and Other Non-Control 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 caused the dissolution of NCL JV.
The following tables show certain summarized financial information for NCL JV:
| Selected Statements of Assets and Liabilities Information (Unaudited) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Cash | $— | $587 |
| Restricted cash | — | 5,513 |
| Loans, at FV (amortized cost of $0 and $52,751, respectively) | — | 53,895 |
| Other assets | — | 1,737 |
| Total assets | $— | $61,732 |
| Securitization notes payable | $— | $25,322 |
| Other liabilities | — | 867 |
| Total liabilities | — | 26,189 |
| Net assets | — | 35,543 |
| Total liabilities and net assets | $— | $61,732 |
| Selected Statements of Operations Information (Unaudited) | Three Months Ended September 30, | Nine Months Ended September 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Interest and other income | $1,181 | $1,202 | $3,825 | $3,766 |
| Total expenses | 1,194 | 442 | 1,737 | 1,374 |
| Net investment (loss) income | (13) | 760 | 2,088 | 2,392 |
| Unrealized (depreciation) appreciation on investments | (1,118) | 417 | (5,085) | (652) |
| Net (decrease) increase in net assets resulting from operations | $(1,131) | $1,177 | $(2,997) | $1,740 |
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.
The following tables show certain summarized financial information for TSO JV:
| Selected Statements of Assets and Liabilities Information (Unaudited) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Cash | $701 | $1,780 |
| Restricted cash | 15,251 | 18,399 |
| Loans, at FV (amortized cost of $153,915 and $173,654, respectively) | 169,693 | 183,084 |
| Other assets | 2,799 | 2,457 |
| Total assets | $188,444 | $205,720 |
| Securitization notes payable | $109,182 | $137,569 |
| Dividends payable | 850 | — |
| Other liabilities | 421 | 427 |
| Total liabilities | 110,453 | 137,996 |
| Net assets | 77,991 | 67,724 |
| Total net assets | $188,444 | $205,720 |
| Selected Statements of Operations Information (Unaudited) | Three Months Ended September 30, | Nine Months Ended September 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Interest and other income | $5,187 | $5,722 | $16,047 | $12,405 |
| Total expenses | 2,383 | 3,114 | 7,577 | 6,678 |
| Net investment income | 2,804 | 2,608 | 8,470 | 5,727 |
| Unrealized (depreciation) appreciation on investments | (2,757) | 2,114 | 6,347 | 6,392 |
| Realized loss on derivative transactions | — | (1,436) | — | (391) |
| Unrealized gain on derivative transactions | — | 832 | — | 694 |
| Net increase in net assets resulting from operations | $47 | $4,118 | $14,817 | $12,422 |
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 intoone 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 appointone representative to the IPM board of directors. Barry Sloane, the Company’s President, Chairman and Chief Executive Officer serves on the IPM board of directors as the Company’s representative. The Company has accounted for its investment in IPM under ASC 321 beginning in the first quarter of 2025 and as such management measured the equity investment at fair value and the carrying amount will be remeasured at each reporting period with changes in fair value recorded in earnings. In addition, the assets, liabilities and operations of NTS were classified as held for sale as of December 31, 2024.
Investments in Affiliated Companies
An affiliated company is an unconsolidated entity in which the Company has an ownership of 5% or more of its voting securities. Investments related to our joint ventures and other non-controlled investments for the nine months ended September 30, 2025 and 2024 were as follows:
| Company · Fair Value at December 31, 2024 · Purchases (Cost) · Return of Investment · Net Gains/(Losses) · Fair Value at September 30, 2025 · Dividend Income | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Joint Ventures | |||||||||
| NCL JV | $18,800 | $15,835 | $(31,843) | 3 | $(2,792) | $— | $861 | ||
| TSO JV | 38,100 | — | — | 1,650 | 39,750 | 1,850 | |||
| Total Joint Ventures | $56,900 | $15,835 | $(31,843) | $(1,142) | $39,750 | $2,711 | |||
| Other Non-Control Investments | |||||||||
| EMCAP Loan Holdings, LLC | $320 | $— | $(14) | $— | $306 | $— | |||
| Biller Genie Software, LLC | 458 | — | — | 1,042 | 1,500 | — | |||
| Intelligent Protection Management Corp. | |||||||||
| IPM Earnout | — | 2,268 | 1 | — | (394) | 1,874 | — | ||
| IPM Stock | $— | 8,200 | 2 | — | (240) | 2 | 7,960 | — | |
| Total Other Non-Control Investments | $778 | $10,468 | $(14) | $408 | $11,640 | $— | |||
| Total | $57,678 | $26,303 | $(31,857) | $(734) | $51,390 | $2,711 | |||
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 $1.99 on September 30, 2025.
3 Includes $26.2 million of loans and accrued interest acquired as part of NALH’s August 2025 acquisition of the remaining 50% of NCL JV not previously owned by NALH.
| Company | Fair Value at December 31, 2023 | Purchases (Cost) | Return of Investment | Net Gains/(Losses) | Fair Value at September 30, 2024 | Dividend Income |
|---|---|---|---|---|---|---|
| Joint Ventures | ||||||
| NCL JV | $19,400 | $— | $— | $(500) | $18,900 | $1,112 |
| TSO JV | 21,459 | 25,642 | (20,185) | 9,934 | 36,850 | — |
| Total Joint Ventures | $40,859 | $25,642 | $(20,185) | $9,434 | $55,750 | $1,112 |
| Other Non-Control Investments | ||||||
| EMCAP Loan Holdings, LLC | $368 | $— | $(116) | $68 | $320 | $16 |
| Biller Genie Software, LLC | 360 | — | — | 60 | 420 | — |
| Total Other Non-Control Investments | $728 | $— | $(116) | $128 | $740 | $16 |
| Total | $41,587 | $25,642 | $(20,301) | $9,562 | $56,490 | $1,128 |
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 September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |
| U.S. Treasury notes | $18,004 | $8 | $3 | $18,009 | $23,934 | $11 | $29 | $23,916 |
As of September 30, 2025 and December 31, 2024, there wasnone 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 nine months ended September 30, 2025 and 2024, securities sold or settled were as follows:
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| # of Securities | $ | # of Securities | $ | # of Securities | $ | # of Securities | $ | |
| Securities sold or settled | one settled | $4,000 | two settled | $10,000 | five settled | $18,000 | three settled | $39,500 |
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:
| September 30, 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 | $9,634 | $3 | $— | $— | 3 | $9,634 | $3 |
| 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:
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |
| Maturing within 1 year | $18,004 | $18,009 | $15,833 | $15,838 |
| After 1 year through 5 years | — | — | 8,101 | 8,078 |
| Total | $18,004 | $18,009 | $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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Pledged for deposits | $— | $— |
| Pledged for borrowings and other: | 18,009 | 23,916 |
| FRB borrowings | 6,957 | 2,980 |
| FHLB borrowings | 11,052 | 20,937 |
| Total pledged | $18,009 | $23,916 |
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 | ||||
|---|---|---|---|---|
| September 30, 2025 | December 31, 2024 | |||
| Cost | Fair Value | Cost | Fair Value | |
| CRE | $141,575 | $150,175 | $162,894 | $175,353 |
| Residential Real Estate | 56,448 | 54,359 | 69,667 | 67,474 |
| Machinery and Equipment¹ | 50,508 | 46,325 | 60,460 | 56,454 |
| Accounts Receivable and Inventory | 48,304 | 43,193 | 59,449 | 54,267 |
| Unsecured | 4,506 | 4,659 | 5,643 | 5,644 |
| Other² | 9,185 | 7,009 | 13,033 | 10,554 |
| Total | $310,526 | $305,720 | $371,146 | $369,746 |
1 Machinery and Equipment includes one loan at NewtekOne at $4.7 million Cost and $4.4 million Fair value as of September 30, 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 $1.1 million Cost and $0.3 million Fair Value as of September 30, 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 | ||
|---|---|---|
| September 30, 2025 | December 31, 2024 | |
| SBA | $509,912 | $380,981 |
| CRE | 256,921 | 191,831 |
| C&I | 64,887 | 47,558 |
| Total Loans | 831,720 | 620,370 |
| Deferred fees and costs, net | 2,367 | 1,281 |
| Loans held for investment, at amortized cost, net of deferred fees and costs | $834,087 | $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:
| 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 | $8,995 | $12,092 | $2,182 | $73,145 | $96,414 | $209,306 | $305,720 |
| 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 |
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:
| 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 | $12,813 | $10,391 | $295 | $60,048 | $83,547 | $426,365 | $509,912 | |
| CRE | — | — | — | 3,165 | 3,165 | 253,756 | 256,921 | |
| C&I | 516 | 274 | 104 | 2,465 | 3,359 | 61,528 | 64,887 | |
| Total, at amortized cost | $13,329 | $10,665 | $399 | $65,678 | $90,071 | $741,649 | $831,720 | |
| Deferred fees and costs | 2,367 | |||||||
| Total, at amortized cost net of deferred fees and costs | $834,087 | |||||||
| Allowance for credit losses | (45,166) | |||||||
| Total, at amortized cost, net | $788,921 | |||||||
| 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.
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 September 30, 2025 and December 31, 2024:
| September 30, 2025 | Term Loans HFI by Origination Year | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | |
| SBA, at fair value | |||||||
| Risk Grades 1-4 | $— | $— | $19,172 | $86,721 | $30,891 | $93,382 | $230,166 |
| Risk Grades 5-6 | — | — | 3,599 | 19,964 | 6,399 | 41,462 | 71,424 |
| Risk Grade 7 | — | — | 32 | 60 | — | — | 92 |
| Risk Grade 8 | — | — | — | 49 | — | 3,989 | 4,038 |
| Total | $— | $— | $22,803 | $106,794 | $37,290 | $138,833 | $305,720 |
| SBA, at amortized cost, net of deferred fees and costs | |||||||
| Risk Grades 1-4 | $150,232 | $180,416 | $85,132 | $— | $— | $— | $415,780 |
| Risk Grades 5-6 | 533 | 38,387 | 28,189 | — | — | — | 67,109 |
| Risk Grade 7 | 148 | 11,621 | 12,218 | — | — | — | 23,987 |
| Risk Grade 8 | 46 | 1,306 | 1,684 | — | — | — | 3,036 |
| Total | $150,959 | $231,730 | $127,223 | $— | $— | $— | $509,912 |
| CRE, at amortized cost, net of deferred fees and costs | |||||||
| Risk Grades 1-4 | $77,676 | $52,371 | $25,499 | $30,666 | $15,866 | $48,957 | $251,035 |
| Risk Grades 5-6 | — | 897 | — | 1,750 | — | 3,239 | 5,886 |
| Risk Grade 7 | — | — | — | — | — | — | — |
| Total | $77,676 | $53,268 | $25,499 | $32,416 | $15,866 | $52,196 | $256,921 |
| C&I, at amortized cost, net of deferred fees and costs | |||||||
| Risk Grades 1-4 | $42,765 | $13,144 | $1,602 | $— | $— | $— | $57,511 |
| Risk Grades 5-6 | 560 | 5,249 | 39 | — | — | — | 5,848 |
| Risk Grade 7 | — | 1,528 | — | — | — | — | 1,528 |
| Total | $43,325 | $19,921 | $1,641 | $— | $— | $— | $64,887 |
| Total | $271,960 | $304,919 | $177,166 | $139,210 | $53,156 | $191,029 | $1,137,440 |
| 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 nine months ended September 30, 2025 and 2024:
| September 30, 2025 | September 30, 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 | (122) | (275) | (15,008) | (15,405) | (236) | — | (2,697) | (2,933) |
| Recoveries | — | — | 35 | 35 | — | — | — | — |
| Provision for credit losses1 | 523 | 3,068 | 26,712 | 30,303 | 98 | (286) | 16,592 | 16,404 |
| Ending balance | $1,831 | $3,108 | $40,227 | $45,166 | $1,270 | $28 | $24,747 | $26,045 |
1 Excludes $31 thousand and $338 thousand of Provision for credit losses relating to unfunded commitments for the nine months ended September 30, 2025 and September 30, 2024, respectively, which is recorded within Accounts payable, accrued expenses and other liabilities in accordance with ASC 326.
The following table details activity in the ACL for the three months ended September 30, 2025 and 2024:
| September 30, 2025 | September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| CRE | C&I | SBA | Total | CRE | C&I | SBA | Total | |
| Beginning balance | $2,045 | $1,540 | $39,040 | $42,625 | $1,358 | $215 | $19,525 | $21,098 |
| Charge offs | (122) | (8) | (5,062) | (5,192) | — | — | (1,763) | (1,763) |
| Recoveries | — | — | 18 | 18 | — | — | — | — |
| Provision for credit losses1 | (92) | 1,576 | 6,231 | 7,715 | (88) | (187) | 6,985 | 6,710 |
| Total | $1,831 | $3,108 | $40,227 | $45,166 | $1,270 | $28 | $24,747 | $26,045 |
1 Excludes $3 thousand and $218 thousand of Provision for credit losses relating to unfunded commitments for the three months ended September 30, 2025 and 2024, respectively, which is recorded within Accounts payable, accrued expenses and other liabilities in accordance with ASC 326.
The Company identified 383 and 145 loans as of September 30, 2025 and December 31, 2024, respectively, that did not share similar risk characteristics with the loan segments identified in NOTE 2—SIGNIFICANT ACCOUNTING POLICIES and evaluated them for impairment individually.
The following table presents the individually evaluated and collectively evaluated ACL by segment:
| September 30, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| ACL | CRE | C&I | SBA | Total | CRE | C&I | SBA | Total |
| Individually Evaluated | $— | $1,536 | $12,788 | $14,324 | $— | $— | $7,019 | $7,019 |
| Collectively Evaluated | 1,831 | 1,572 | 27,439 | 30,842 | 1,430 | 315 | 21,469 | 23,214 |
| Total | $1,831 | $3,108 | $40,227 | $45,166 | $1,430 | $315 | $28,488 | $30,233 |
The following table presents the recorded investment in loans individually evaluated and collectively evaluated by segment:
| September 30, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Recorded Investment | CRE | C&I | SBA | Total | CRE | C&I | SBA | Total |
| Individually Evaluated | $18,824 | $2,465 | $60,048 | $81,337 | $2,635 | $— | $21,706 | $24,341 |
| Collectively Evaluated | 238,097 | 62,422 | 449,864 | 750,383 | 189,196 | 47,558 | 359,275 | 596,029 |
| Total | $256,921 | $64,887 | $509,912 | $831,720 | $191,831 | $47,558 | $380,981 | $620,370 |
The amortized cost basis of loans on nonaccrual status and the associated ACL are as follows:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Nonaccrual without Allowance | Nonaccrual with Allowance | ACL | Nonaccrual without Allowance | Nonaccrual with Allowance | ACL | |
| SBA | $20,730 | $39,317 | $12,789 | $7,264 | $14,442 | $7,019 |
| CRE | 3,165 | — | — | 2,635 | — | — |
| C&I | 456 | 2,010 | 1,536 | — | — | — |
| Total | $24,351 | $41,327 | $14,325 | $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:
| September 30, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Real Estate Collateral | Non-Real Estate Collateral | Total | ACL | Real Estate Collateral | Non-Real Estate Collateral | Total | ACL | |
| SBA | $49,585 | $10,463 | $60,048 | $12,789 | $19,586 | $2,120 | $21,706 | $7,019 |
| CRE | 18,824 | — | 18,824 | — | 2,635 | — | 2,635 | — |
| C&I | 2,375 | 90 | 2,465 | 1,536 | — | — | — | — |
| Total | $70,784 | $10,553 | $81,337 | $14,325 | $22,221 | $2,120 | $24,341 | $7,019 |
Accrued interest on loans totaled $20.2 million and $15.5 million as of September 30, 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 three months ended September 30, 2025, the Company executedone loan modification involving a borrower experiencing financial difficulty, with an amortized cost basis of $0.25 million. The modification resulted in an other-than-insignificant delay in payments; however, the Company expects to receive all contractual principal and interest. The terms of the modification did not include principal forgiveness, term extension, or interest rate reductions.
No other loan modifications to borrowers experiencing financial difficulty were executed during the three and nine months ended September 30, 2025 and 2024.
Loans held for sale, at fair value
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| SBA 504 First Lien | $155,459 | $128,255 |
| SBA 504 Second Lien | 31,009 | 26,678 |
| SBA 7(a) | 265,521 | 4,855 |
| SBA 7(a) Partials1 | 18,384 | — |
| ALP | 286,628 | 212,498 |
| Loans held for sale, at fair value | $757,001 | $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:
| 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 | $1,566 | $1,454 | $1,417 | $13,149 | $17,586 | $452,786 | $470,372 |
| ALP, at fair value | 8,746 | — | 11,488 | 1,740 | 21,974 | 264,655 | 286,629 |
| Total | $10,312 | $1,454 | $12,905 | $14,889 | $39,560 | $717,441 | $757,001 |
| 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 |
Loans held for sale, at LCM
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| SBA 504 First Lien | $22,119 | $36,783 |
| SBA 504 Second Lien | 6,559 | 8,203 |
| SBA 7(a) Partials1 | — | 13,817 |
| Loans held for sale, at LCM | $28,678 | $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 September 30, 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 | $— | $151 | $— | $2,504 | 2,655 | $26,023 | $28,678 |
| 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 |
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 September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Due to affiliated companies1 | $109 | $242 |
| Due from affiliated companies2 | 26 | — |
| Total due to/due from affiliated companies | $83 | $242 |
1 Included within Accounts payable, accrued expenses, and other liabilities
2 Included within Other assets
Transactions with joint ventures and other non-control investments
Refer to NOTE 4—INVESTMENTS for a schedule of transactions with our joint ventures and other non-control equity investments.
The following table summarizes the income earned from our joint ventures and other non-control investments for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Servicing income | $357 | $576 | $1,292 | $1,446 |
| Dividend income | 425 | 374 | 2,711 | 1,128 |
| Total income | $782 | $950 | $4,003 | $2,574 |
| Expenses | 2,117 | — | 6,009 | — |
| Net income/(expense) | $(1,335) | $950 | $(2,006) | $2,574 |
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 September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| FDIC insured deposits | $4,497 | $4,732 |
| Non-FDIC insured deposits | 291 | 1,098 |
| Total deposits from related parties and their affiliated companies | $4,788 | $5,830 |
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 September 30, 2025 and December 31, 2024:
| September 30, 2025 · December 31, 2024 | ||
|---|---|---|
| SBA 7(a) | $1,770,719 | $1,996,715 |
| ALP | 363,162 | 169,842 |
| 504 | 48,385 | 12,475 |
| Total loans serviced | $2,182,266 | $2,179,032 |
The following table summarizes the fair value and valuation assumptions related to servicing assets at September 30, 2025 and December 31, 2024:
| September 30, 2025 · December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Weighted · Range · Weighted · Range | |||||||
| Unobservable Input · Amount · Average · Minimum · Maximum · Amount · Average · Minimum · Maximum | |||||||
| Servicing assets at FV: | $17,023 | $22,062 | |||||
| Discount factor1 | 11.75% | 11.75% | 11.75% | 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: | 30,540 | 24,195 | |||||
| Discount factor1 | 11.27% | 10.75% | 12.00% | 12.97% | 12.00% | 13.50% | |
| Cumulative prepayment rate | 34.98% | 22.50% | 50.00% | 34.65% | 22.50% | 75.00% | |
| Average cumulative default rate | 16.50% | 5.00% | 21.00% | 18.90% | 5.00% | 20.00% | |
| Total | $47,563 | $46,257 | |||||
1 Determined based on risk spreads and observable secondary market transactions.
Refer to NOTE 9—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 nine months ended September 30, 2025 and 2024:
| Servicing Assets, at LCM | September 30, 2025 | September 30, 2024 |
|---|---|---|
| Balance at beginning of the period | $24,195 | $10,389 |
| Amortization1 | (7,461) | (2,959) |
| Additions2 | 13,806 | 14,715 |
| Impairment assessment | — | — |
| Balance at end of the period | $30,540 | $22,145 |
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 three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Servicing income | $6,076 | $4,958 | $17,655 | $14,922 |
NOTE 8—GOODWILL AND INTANGIBLE ASSETS:
Goodwill
The following table summarizes the carrying amount of goodwill:
| September 30, 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 September 30, 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 | $(492) | $548 | $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.
Amortization expense for the three and nine months ended September 30, 2025 and 2024 is as follows, and is included in Depreciation and amortization on the Consolidated Statements of Income:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Amortization expense | $43 | $192 | $129 | $593 |
The remaining estimated aggregate future amortization expense for intangible assets as of September 30, 2025 is as follows:
| Amortization Expense | |
|---|---|
| 2025 | $37 |
| 2026 | 135 |
| 2027 | 114 |
| 2028 | 94 |
| 2029 | 73 |
| Thereafter | 95 |
| Total | $548 |
NOTE 9—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 September 30, 2025 and December 31, 2024:
| Fair Value Measurements at September 30, 2025 | |||||
|---|---|---|---|---|---|
| Total · Level 1 · Level 2 · Level 3 | |||||
| Assets: | |||||
| Debt securities available-for-sale, at fair value | |||||
| U.S. Treasury notes | $18,009 | $18,009 | $— | $— | |
| Loans held for sale, at fair value | 757,001 | — | 278,678 | 478,323 | |
| Loans held for investment, at fair value | 305,720 | — | — | 305,720 | |
| Individually evaluated loans1 | 81,337 | — | — | 81,337 | |
| Other real estate owned, at fair value2 | 5,629 | — | — | 5,629 | |
| Other real estate owned, at LCM1,2 | 2,261 | — | — | 2,261 | |
| Residuals in securitizations, at fair value3 | 76,701 | — | — | 76,701 | |
| Servicing assets, at fair value | 17,023 | — | — | 17,023 | |
| Servicing assets, at LCM1 | 30,540 | — | — | 30,540 | |
| Joint ventures and other non-control investments, at fair value | 51,390 | 7,960 | 5 | — | 43,430 |
| Derivative instruments1,2,3 | 232 | — | 232 | — | |
| Total assets measured at fair value | $1,345,843 | $25,969 | $278,910 | $1,040,964 | |
| Liabilities: | |||||
| Equity warrants3,4 | $77 | $— | $— | $77 | |
| Total liabilities measured at fair value | $77 | $— | $— | $77 | |
1 Non-recurring.
3 Measured at fair value on a recurring basis with the net unrealized gains or losses recorded in current period earnings.
4 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition.
5 Four million shares of IPM Preferred Stock valued at the closing price per share of IPM common stock of $1.99 on September 30, 2025.
| 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 |
| Other real estate owned1 | 3,764 | — | — | 3,764 |
| Servicing assets, at fair value | 22,062 | — | — | 22,062 |
| Joint ventures and other non-control investments | 57,678 | — | — | 57,678 |
| Assets held for sale2 | 21,308 | — | — | 21,308 |
| Derivative instruments1,3 | 715 | — | 715 | — |
| Total assets measured at fair value | $871,475 | $23,916 | $715 | $846,844 |
| Liabilities: | ||||
| Equity warrants3,4 | $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.
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 nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Loans HFI, at FV | Loans HFS, at FV | Joint Ventures and Other Non-Control Investments | Residuals in Securitizations, at FV | Servicing Assets, at FV | Equity Warrants1 | Other Real Estate Owned2 | |
| 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 | 282 | (261,392) | — | — | — | — | (1,937) |
| Principal payments received | (53,905) | (4,678) | — | — | — | — | — |
| Foreclosed real estate acquired | (4,405) | — | — | — | — | — | 4,405 |
| SBA loans, funded | — | 72,723 | — | — | — | — | — |
| ALP loans, funded | — | 250,635 | — | — | — | — | — |
| Purchases and repurchases of loans | 4,669 | 25,094 | — | — | — | — | — |
| Residuals in securitizations, notional | — | — | — | 32,481 | — | — | — |
| Additions3 | — | — | 2,268 | — | — | — | — |
| Capital contributions | — | — | 15,835 | — | — | — | — |
| Returns of capital4 | — | — | (31,857) | — | — | — | — |
| Change in valuation due to: | |||||||
| Changes in valuation inputs or assumptions | (1,075) | 21,378 | (494) | 44,220 | 12 | (56) | (603) |
| Other factors | (9,592) | — | — | — | (5,051) | — | — |
| Transfers out of Level 35 | — | (4,856) | — | — | — | — | — |
| Fair value, September 30, 2025 | $305,720 | $478,323 | $43,430 | $76,701 | $17,023 | $77 | $5,629 |
1 Included in Accounts payable, accrued expenses, and other liabilities 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 acquisition of 100% of 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.
| Nine Months Ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| Loans HFI, at FV | Loans HFS, at FV | Joint Ventures and Other Non-Control Investments | Servicing Assets,at FV | Equity Warrants1 | Other Real Estate Owned2 | |
| Fair value, December 31, 2023 | $469,801 | $118,867 | $41,587 | $29,336 | $141 | $1,110 |
| Reclasses between loans HFS and HFI | — | — | — | — | — | — |
| Reclasses between loans at FV and LCM | 263 | 2,508 | — | — | — | — |
| Sales | (2,888) | (166,648) | — | — | — | (956) |
| Principal payments received | (54,656) | (9,375) | — | — | — | — |
| Foreclosed real estate acquired | (2,251) | — | — | — | — | 2,251 |
| SBA loans, funded | 122 | 12,966 | — | — | — | — |
| ALP loans, funded | — | 191,440 | — | — | — | — |
| Mortgage loans, funded | — | 79,432 | — | — | — | — |
| Additions | — | — | — | 14 | — | — |
| Purchases and repurchases of loans | 1,296 | — | — | — | — | — |
| Capital contributions/(distributions) | — | — | 5,341 | — | — | — |
| Change in valuation due to: | ||||||
| Changes in valuation inputs or assumptions | 2,614 | 13,058 | 9,562 | 805 | (33) | (206) |
| Other factors | (19,830) | (23) | — | (6,188) | — | — |
| Fair Value, September 30, 2024 | $394,471 | $242,225 | $56,490 | $23,967 | $108 | $2,199 |
1 Included in Accounts payable, accrued expenses, and other liabilities on the Consolidated Statements of Financial Condition.
The following tables provide a summary of quantitative information about the Company’s Level 3 fair value measurements as of September 30, 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 September 30, 2025 and December 31, 2024.
| Fair Value as of · Weighted · Range | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 · Unobservable Input · Average · Minimum · Maximum | ||||||
| Assets: | ||||||
| Loans HFI, at FV - accrual | $232,575 | 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 | $73,145 | Market yields | 7.00% | 7.00% | 7.00% | |
| Average cumulative default rate | 30.00% | 30.00% | 30.00% | |||
| Loans HFS, at FV | $478,323 | Market yields | 7.17% | 6.44% | 11.75% | |
| Cumulative prepayment rate | 58.18% | 22.50% | 65.00% | |||
| Average cumulative default rate | 10.82% | 5.00% | 21.00% | |||
| Joint ventures and non-control investments | $43,430 | Market yields | 7.42% | 7.64% | 12.00% | |
| Cost of equity | 14.00% | 12.00% | 18.00% | |||
| Weighted average cost of capital | 9.18% | 8.00% | 22.57% | |||
| Residuals in securitizations, at FV | $76,701 | Market yields | 7.64% | 7.64% | 7.64% | |
| Cost of equity | 14.00% | 12.00% | 16.00% | |||
| Weighted average cost of capital | 9.50% | 8.50% | 10.50% | |||
| Servicing assets, at FV | $17,023 | Market yields | 11.75% | 11.75% | 11.75% | |
| 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 | $5,629 | Appraised value | N/A | N/A | N/A | |
| Liabilities: | ||||||
| Equity warrants | $77 | Expected volatility | 43.00% | 43.00% | 43.00% | |
| Dividend yield | 6.60% | 6.60% | 6.60% | |||
| Risk free rate | 3.96% | 3.96% | 3.96% | |||
| 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 non-control 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 | $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 | $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% | |||
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:
| September 30, 2025 | |||||
|---|---|---|---|---|---|
| Carrying Amount · Fair Value Amount by Level: · Total Fair Value | |||||
| Level 1 · Level 2 · Level 3 | |||||
| Financial Assets: | |||||
| Cash and due from banks | $3,980 | $3,980 | $— | $— | $3,980 |
| Restricted cash | 24,737 | 24,737 | — | — | 24,737 |
| Interest bearing deposits in banks | 188,214 | 188,214 | — | — | 188,214 |
| Debt securities available-for-sale, at FV | 18,009 | 18,009 | — | — | 18,009 |
| Loans HFS, at FV | 757,001 | — | 203,586 | 553,415 | 757,001 |
| Loans HFS, at LCM | 28,678 | — | — | 28,678 | 28,678 |
| Loans HFI, at FV | 305,720 | — | — | 305,720 | 305,720 |
| Loans HFI, at amortized cost, net of deferred fees and costs | 834,087 | — | — | 944,601 | 944,601 |
| Federal Home Loan Bank and Federal Reserve Bank stock | 4,064 | — | 4,064 | — | 4,064 |
| Joint ventures and other non-control investments, at FV | 51,390 | 7,960 | — | 43,430 | 51,390 |
| Residuals in securitizations, at FV | 76,701 | — | — | 76,701 | 76,701 |
| Financial Liabilities: | |||||
| Time deposits | 481,531 | — | 482,945 | — | 482,945 |
| Borrowings | 748,549 | — | 302,403 | 452,022 | 754,425 |
| 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 |
| Debt securities available-for-sale, at FV | 23,916 | 23,916 | — | — | 23,916 |
| Loans HFS, at FV | 372,286 | — | — | 372,286 | 372,286 |
| Loans HFS, at LCM | 58,803 | — | — | 58,856 | 58,856 |
| Loans HFI, at FV | 369,746 | — | — | 369,746 | 369,746 |
| Loans HFI, at amortized cost, net of deferred fees and costs | 621,651 | — | — | 668,687 | 668,687 |
| Federal Home Loan Bank and Federal Reserve Bank stock | 3,585 | — | 3,585 | — | 3,585 |
| Joint ventures and other non-control investments, at FV | 57,678 | — | — | 57,678 | 57,678 |
| Financial Liabilities: | |||||
| Time deposits | 409,251 | — | 410,442 | — | 410,442 |
| Borrowings | 708,041 | — | 306,549 | 413,818 | 720,367 |
NOTE 10—DEPOSITS:
The following table summarizes deposits by type:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Non-interest-bearing: | ||
| Demand | $21,771 | $11,142 |
| Interest-bearing: | ||
| Checking | 154,754 | 103,978 |
| Money market | 64,284 | 62,001 |
| Savings | 455,624 | 386,680 |
| Time deposits | 481,531 | 409,251 |
| Total interest-bearing | 1,156,193 | 961,910 |
| Total deposits | $1,177,964 | $973,052 |
| Time deposits, money market, and interest-bearing checking obtained through brokers | $38,100 | $27,100 |
| Aggregate amount of deposit accounts that exceeded the FDIC limit | $177,929 | $140,679 |
| Deposit overdrafts reclassified as loan balances | $16 | $17 |
| Certificates of deposit in excess of $0.25 million | $177,485 | $99,231 |
The following table summarizes the scheduled maturities of time deposits:
| 2025 | $158,023 |
| 2026 | 275,302 |
| 2027 | 37,559 |
| 2028 | 10,509 |
| 2029 | 117 |
| Thereafter | 21 |
| Total time deposits | $481,531 |
NOTE 11—BORROWINGS:
At September 30, 2025 and December 31, 2024, the Company had borrowings composed of the following:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Commitments | Borrowings Outstanding | Weighted Avg Interest Rate | Commitments | Borrowings Outstanding | Weighted Avg Interest Rate | |
| Bank Borrowings1: | ||||||
| NMS Webster Note2 | $— | $— | 6.68% | $54,871 | $32,688 | 7.30% |
| NMS Goldman Facility3 | 95,000 | 88,617 | 9.83% | — | — | —% |
| SPV I Capital One Facility | 100,000 | 23,155 | 7.13% | 60,000 | 21,192 | 7.22% |
| SPV II Deutsche Bank Facility | 170,000 | 103,970 | 7.73% | 120,000 | 54,036 | 7.57% |
| SPV III One Florida Bank Facility | 35,000 | 8,262 | 8.25% | 30,000 | 23,011 | 8.50% |
| FHLB Advances | 14,000 | 7,862 | 2.79% | 20,000 | 15,330 | 2.19% |
| Parent Company Notes1: | ||||||
| 2025 Notes4 | — | — | 5.00% | 30,000 | 29,913 | 5.00% |
| 2026 Notes | 115,000 | 114,820 | 5.50% | 115,000 | 114,282 | 5.50% |
| 2027 Notes5 | 50,000 | 49,960 | 8.125% | 50,000 | 49,944 | 8.125% |
| 2028 Notes | 40,000 | 38,986 | 8.00% | 40,000 | 38,726 | 8.00% |
| 2029 Notes | 71,808 | 69,938 | 8.50% | 71,875 | 69,622 | 8.50% |
| 2029 Notes | 75,000 | 73,028 | 8.625% | 75,000 | 72,662 | 8.625% |
| 2030 Notes6 | 30,000 | 29,355 | 8.375% | — | — | —% |
| Notes payable - Securitization Trusts1 | 142,560 | 140,596 | 6.94% | 189,231 | 186,635 | 7.32% |
| Total borrowings | $938,368 | $748,549 | 7.65% | $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:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Principal balance | Unamortized deferred financing costs | Net carrying amount1 | Principal balance | Unamortized deferred financing costs | Net carrying amount1 | |
| Bank Borrowings: | ||||||
| NMS Webster Note2 | $— | $— | $— | $32,894 | $(206) | $32,688 |
| NMS Goldman Facility3 | 90,000 | (1,383) | 88,617 | — | — | — |
| SPV I Capital One Facility | 23,740 | (585) | 23,155 | 21,300 | (108) | 21,192 |
| SPV II Deutsche Bank Facility | 104,691 | (721) | 103,970 | 54,800 | (764) | 54,036 |
| SPV III One Florida Bank Facility | 8,307 | (45) | 8,262 | 23,075 | (64) | 23,011 |
| Parent Company Notes: | ||||||
| 2025 Notes (5.00%)3 | — | — | — | 30,000 | (87) | 29,913 |
| 2026 Notes (5.50%) | 115,000 | (180) | 114,820 | 115,000 | (718) | 114,282 |
| 2027 Notes (8.125%)4 | 50,000 | (40) | 49,960 | 50,000 | (56) | 49,944 |
| 2028 Notes (8.00%) | 40,000 | (1,014) | 38,986 | 40,000 | (1,274) | 38,726 |
| 2029 Notes (8.50%) | 71,808 | (1,870) | 69,938 | 71,875 | (2,253) | 69,622 |
| 2029 Notes (8.625%) | 75,000 | (1,972) | 73,028 | 75,000 | (2,338) | 72,662 |
| 2030 Notes (8.375%)5 | 30,000 | (645) | 29,355 | — | — | — |
| Notes Payable - Securitization Trusts | 142,560 | (1,964) | 140,596 | 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 20255.00% Notes matured.
5 Effective December 11, 2024, the Company entered into the Amendment and Exchange Agreements with each of the holders of the 20258.125% Notes, pursuant to which the Company and the holders of the 20258.125% Notes agreed to exchange the 20258.125% Notes for the 2027 Notes, effecting amendments solely to (i) extend the February 1, 2025 maturity date of the
20258.125% 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.
6 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 andeleven 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.
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. As a result of the termination, the Company recognized a $0.2 million loss on extinguishment of debt.
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 used 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 Capital One Facility
Newtek ALP Holdings’ subsidiary (our indirect subsidiary) SPV I maintains a credit facility with Capital One. On July 28, 2025 the facility was upsized to maximum borrowings of $100.0 million. Capital One’s commitments to fund new amounts terminate in July 2027, with all amounts due under the Facility maturing in July 2028. The Company incurred approximately $0.6 million of deferred financing costs in connection with this upsize.
Total interest expense including unused line fees and amortization of deferred financing costs related to borrowings for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Total interest expense | $13,666 | $12,976 | $41,016 | $38,923 |
NOTE 12—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 September 30, 2025 and December 31, 2024:
| September 30, 2025 · December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair Value · Remaining · Fair Value · Remaining | ||||||||
| Contract Type | Notional1 | Asset2 | Liability3 | Maturity (years) | Notional1 | Asset2 | Liability3 | Maturity (years) |
| 5-year Treasury Futures | $(150,704) | $232 | $— | 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 three and nine months ended September 30, 2025 and 2024:
| Three Months Ended · Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||
| Contract Type | Unrealized Appreciation/(Depreciation) | Realized Gain/(Loss) | Unrealized Appreciation/(Depreciation) | Realized Gain/(Loss) | Unrealized Appreciation/(Depreciation) | Realized Gain/(Loss) | Unrealized Appreciation/(Depreciation) | Realized Gain/(Loss) |
| 5-year Treasury Futures | $1,054 | $(1,202) | $356 | $(2,015) | $(482) | $(3,393) | $562 | $(1,527) |
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 13—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 intoone-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.
The following summarizes the Company’s obligations and commitments, as of September 30, 2025 for future minimum cash payments required under operating lease and employment agreements:
| Year | Operating Leases | Employment Agreements1 | Total |
|---|---|---|---|
| 2025 | $167 | $702 | $869 |
| 2026 | 499 | 702 | 1,201 |
| 2027 | 329 | — | 329 |
| 2028 | 242 | — | 242 |
| 2029 | 249 | — | 249 |
| Thereafter | 2,237 | — | 2,237 |
| Total | $3,723 | $1,404 | $5,127 |
1 Employment agreements with the Company’s named executive officers
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.
Unfunded Commitments
At September 30, 2025, the Company had $106.4 million of unfunded commitments consisting of $29.1 million in connection with its SBA 7(a) loans, $69.8 million in connection with its SBA 504 loans, and $7.5 million relating to commercial and industrial loans. The Company funds these commitments from the same sources it uses to fund its other loan commitments.
NOTE 14—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 theten 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.
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:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Shares sold | 425 | — | 425 | 1,100 |
| Net weighted average price per share | $12.22 | $— | $12.22 | $12.56 |
| Net proceeds | $5,090 | $— | $5,090 | $13,818 |
| Placement agent fees paid | $104 | $— | $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. The actual timing and amount of any repurchases under the plan will be determined by the Company in its discretion, and will depend on a number of factors, including market conditions, applicable legal requirements, the Company's capital needs and whether there is a better alternative use of capital. The Company has no obligation to repurchase any amount of its common stock under its new stock repurchase program.
The following table summarizes the total Common Shares repurchased and net proceeds received under the stock repurchase program:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Shares repurchased | — | — | 16 | — |
| Net weighted average price per share | $— | $— | $10.42 | $— |
| Net proceeds | $— | $— | $167 | $— |
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 20298.50% 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 nine months ended September 30, 2025 and 2024:
| Date Declared · Series1 · Record Date · Payment Date · Amount Per Share · Cash Distribution | |||||||
|---|---|---|---|---|---|---|---|
| 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 |
| March 19, 2024 | A | March 28, 2024 | April 1, 2024 | $20.00 | $400 | ||
| June 27, 2024 | A | June 28, 2024 | July 1, 2024 | $20.00 | $400 | ||
| September 16, 2024 | A | September 30, 2024 | October 1, 2024 | $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.
Common Stock
The Company’s dividends and distributions on the Common Stock are recorded on the declaration date. Effective December 8, 2023, the Company terminated the DRIP. The following table summarizes the Company’s dividend declarations and distributions, including dividend shares issued on vested restricted stock awards, during the nine months ended September 30, 2025 and 2024:
| Record Date · Payment Date · Amount Per Share · Cash Distribution · Dividend Shares Issued on Unvested RSAs | ||||||
|---|---|---|---|---|---|---|
| Date Declared · # · $ | ||||||
| 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 |
| 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 |
NOTE 15—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.
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Basic earnings per share: | ||||
| Net income available to common shareholders | $17,429 | $11,534 | $39,699 | $31,329 |
| Weighted-average basic shares outstanding | 25,600 | 25,425 | 25,310 | 24,773 |
| Basic earnings per share | $0.68 | $0.45 | $1.57 | $1.26 |
| Diluted earnings per share: | ||||
| Net income, for diluted earnings per share | $17,429 | $11,534 | $39,699 | $31,329 |
| Add: Preferred dividends on dilutive Series A convertible preferred stock¹ | — | 400 | — | — |
| Net income, for diluted earnings per share | $17,429 | $11,934 | $39,699 | 31,329 |
| Total weighted-average basic shares outstanding | 25,600 | 25,425 | 25,310 | 24,773 |
| Add effect of dilutive restricted stock awards² | 443 | 213 | 458 | 151 |
| Add effect of dilutive Series A convertible preferred stock³ | — | 951 | — | — |
| Total weighted-average diluted shares outstanding4 | 26,043 | 26,589 | 25,768 | 24,924 |
| Diluted earnings per share | $0.67 | $0.45 | $1.54 | $1.26 |
| Anti-dilutive warrants, restricted stock awards, and Series A convertible preferred stock | 48 | 48 | 48 | 998 |
1 For periods presented other than the three months ended September 30, 2024, 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 Incremental diluted shares from restricted stock awards under the treasury stock method.
3 Incremental diluted shares from Series A convertible preferred stock under the treasury stock method. The dilutive effect on common shares under the if-converted method of the Series A convertible preferred stock have been added back to the denominator in calculating diluted earnings per share for the three months ended September 30, 2024.
4 For the three and nine months ended September 30, 2025 and September 30, 2024, the warrants were not included in the diluted share count because the results would have been anti-dilutive under the if-converted method.
NOTE 16—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.
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 2023 Stock Incentive Plan, which was approved by the Board in April 2023 and the Company’s shareholders on June 14, 2023. No new awards may be granted under the 2015 Stock Incentive Plan, which was terminated by the Board in April 2023. The following table summarizes the restricted stock issuances under the 2015 and 2023 Stock Incentive Plans, net of shares forfeited, if any:
| 2023 Plan1 | 2015 Plan | |
|---|---|---|
| Restricted Stock authorized under the plan2 | 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) | — |
| Nine months ended September 30, 2025 | 33 | — |
| Total net restricted stock (granted)/forfeited | (546) | (661) |
1 The 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 2015 or 2023 Stock Incentive Plans.
Awards of restricted stock granted under the 2015 and 2023 Stock Incentive Plans generally vest over aone- tothree-year periods from the grant date; awards of restricted stock granted under the 2023 Stock Incentive Plan to non-employee directors generally vest over aone-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 September 30, 2025 and December 31, 2024 are outlined below:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Shares outstanding related to grants of restricted stock awards | 508 | 771 |
| Weighted average grant date fair value of awards | $12.95 | $14.51 |
| Additional shares outstanding related to dividends on awards | 48 | 59 |
As of September 30, 2025 and December 31, 2024, the Company’s total unrecognized compensation expense related to unvested shares of restricted stock granted was as follows:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Unrecognized compensation expense on unvested awards | $2,560 | $5,929 |
| Weighted-average period of unrecognized compensation expense | 1.2 years | 1.0 year |
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 September 30, 2025:
| Nine Months Ended September 30, 2025 · Year Ended December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Offering Period · Total · Offering Period · Total | ||||||||
| Commencement date · 4/1/2025 · 4/1/2025 · 10/1/2024 · 10/1/2024 · 4/1/2024 · 10/1/2023 | ||||||||
| End date · 9/15/2025 · 6/15/2025 · 3/15/2025 · 12/15/2024 · 9/15/2024 · 3/15/2024 | ||||||||
| Shares purchased | 6 | 9 | 4 | 19 | 5 | 10 | 5 | 20 |
| Weighted average share price | $10.77 | $9.40 | $10.97 | $10.16 | $11.03 | $10.21 | $9.83 | $10.32 |
| Total purchased, net of discount | $62 | $80 | $48 | $190 | $55 | $101 | $51 | $207 |
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) |
| Period ended September 30, 2025 | (19) |
| Available for future purchases, September 30, 2025 | 157 |
The Company’s total stock-based compensation expense included within Salaries and employee benefits expense in the Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 is summarized below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Restricted stock awards | $611 | $913 | $3,972 | $2,244 |
| ESPP | 8 | 5 | 36 | 17 |
| Total compensation cost recognized for stock-based compensation plans | $619 | $918 | $4,008 | $2,261 |
NOTE 17—INCOME TAXES:
Effective Tax Rate
The effective tax rate was 26.16% and 27.62% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The effective tax rate differs from the federal tax rate of 21% for the nine months ended September 30, 2025, due primarily to the recognition of the difference in basis in the Company’s investment in NTS and state taxes. The effective tax rate differs from the federal tax rate of 21% for the nine months ended September 30, 2024, due primarily due to state taxes.
The effective tax rate was 28.58% and 30.03% for the three months ended September 30, 2025 and September 30, 2024, respectively. The effective tax rate differs from the federal tax rate of 21% for the three months ended September 30, 2025 and September 30, 2024 primarily due to state taxes.
NOTE 18—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 the Corporate & Other segment.
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 hasfour 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 Non-Bank Lending 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 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 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.
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.
Former 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.
The following tables provide financial information for the Company's segments:
| As of and for the nine months ended September 30, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Banking · Alternative Lending · NSBF · Payments · Corporate & Other · Consolidated | ||||||||||||||
| Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim | ||||||||||||||
| Interest income | $74,811 | $(7) | $19,566 | $(69) | $19,239 | $(372) | $1,872 | $(1,829) | $933 | $(642) | $113,502 | |||
| Interest expense | 30,943 | (616) | 6,141 | — | 9,521 | — | 2,088 | (49) | 25,318 | (2,249) | 71,097 | |||
| Net interest income/(loss) | 43,868 | 609 | 13,425 | (69) | 9,718 | (372) | (216) | (1,780) | (24,385) | 1,607 | 42,405 | |||
| Provision for loan credit losses | 30,334 | — | — | — | — | — | — | — | — | — | 30,334 | |||
| Net interest income after provision for loan credit losses | 13,534 | 609 | 13,425 | (69) | 9,718 | (372) | (216) | (1,780) | (24,385) | 1,607 | 12,071 | |||
| Noninterest income | 105,339 | (21,734) | 55,537 | — | (7,491) | — | 35,881 | (1,910) | 73,788 | (70,349) | 169,061 | |||
| Electronic payment processing expense | — | — | — | — | — | — | 14,333 | (1,160) | 131 | — | 13,304 | |||
| Salaries and employee benefits expense | 43,339 | (3,463) | 859 | (859) | 285 | 188 | 6,514 | (1,007) | 13,428 | 5,140 | 64,424 | |||
| Professional services expense | 4,049 | — | 216 | — | 1,447 | — | 329 | — | 5,491 | — | 11,532 | |||
| Other loan origination and maintenance expense | 19,160 | (11,136) | 5,483 | (3,748) | 11,449 | (6,776) | — | — | 100 | (64) | 14,468 | |||
| Depreciation and amortization | 129 | — | — | — | 155 | — | 265 | — | — | — | 549 | |||
| Loss on extinguishment of debt | — | — | — | — | — | — | 179 | — | — | — | 179 | |||
| Other general and administrative costs | 10,564 | (316) | 1,959 | (43) | 2,503 | (3) | 1,492 | (261) | 5,768 | (474) | 21,189 | |||
| Income before taxes | 41,632 | (6,210) | 60,445 | 4,581 | (13,612) | 6,219 | 12,553 | (1,262) | 24,485 | (73,344) | 55,487 | |||
| Income tax expense (benefit) | 10,766 | (10,766) | — | — | — | — | (3) | — | 3,753 | 10,766 | 14,516 | |||
| Net income | $30,866 | $4,556 | $60,445 | $4,581 | $(13,612) | $6,219 | $12,556 | $(1,262) | $20,732 | $(84,110) | $40,971 | |||
| Assets | $1,520,476 | $(31,544) | $625,297 | $(152,070) | $415,364 | $(48,251) | $120,028 | $(98,083) | $762,879 | $(714,997) | $2,399,099 | |||
| Goodwill & intangible assets | $820 | $— | $— | $13,813 | $— | $14,633 | ||||||||
| Amortization of intangible assets | $129 | $— | $— | $— | $— | $129 | ||||||||
| As of and for the nine months ended September 30, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Banking · Alternative Lending · Technology · NSBF · Payments · Corporate & Other · Consolidated | |||||||||||||||||
| Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim | |||||||||||||||||
| Interest income | $48,884 | $— | $9,811 | $(10) | $3 | $(3) | $28,894 | $(315) | $1,776 | $(1,741) | $1,817 | $(1,425) | $87,691 | ||||
| Interest expense | 20,635 | (469) | 2,855 | — | — | — | 16,733 | — | 2,289 | (60) | 19,660 | (2,965) | 58,678 | ||||
| Net interest income/(loss) | 28,249 | 469 | 6,956 | (10) | 3 | (3) | 12,161 | (315) | (513) | (1,681) | (17,843) | 1,540 | 29,013 | ||||
| Provision for loan credit losses | 16,742 | — | — | — | — | — | — | — | — | — | — | — | 16,742 | ||||
| Net interest income after provision for loan credit losses | 11,507 | 469 | 6,956 | (10) | 3 | (3) | 12,161 | (315) | (513) | (1,681) | (17,843) | 1,540 | 12,271 | ||||
| Noninterest income | 100,326 | (20,389) | 31,555 | — | 19,701 | (5,232) | (15,475) | — | 39,090 | (3,044) | 45,091 | (38,385) | 153,238 | ||||
| Technology services expense | — | — | — | — | 8,846 | (222) | — | — | — | — | — | — | 8,624 | ||||
| Electronic payment processing expense | — | — | — | — | — | — | — | — | 15,889 | (912) | — | — | 14,977 | ||||
| Salaries and employee benefits expense | 35,134 | (1,859) | — | — | 6,636 | — | 381 | 341 | 5,659 | 11 | 12,635 | 1,507 | 60,445 | ||||
| Professional services expense | 2,769 | — | 127 | — | 335 | — | 1,664 | — | 522 | — | 5,820 | — | 11,237 | ||||
| Other loan origination and maintenance expense | 14,077 | (10,011) | 4,117 | (2,633) | 17 | — | 12,065 | (8,460) | — | — | 290 | (71) | 9,391 | ||||
| Depreciation and amortization | 138 | — | — | — | 1,062 | — | 73 | — | 264 | — | 33 | — | 1,570 | ||||
| Other general and administrative costs | 9,240 | (1,909) | 120 | — | 2,860 | (204) | 463 | (9) | 2,070 | (1,313) | 5,148 | (2,140) | 14,326 | ||||
| Income before taxes | 50,475 | (6,141) | 34,147 | 2,623 | (52) | (4,809) | (17,960) | 7,813 | 14,173 | (2,511) | 3,322 | (36,141) | 44,939 | ||||
| Income tax expense (benefit) | 15,136 | (15,136) | — | — | — | — | — | — | — | — | (2,726) | 15,136 | 12,410 | ||||
| Net income | $35,339 | $8,995 | $34,147 | $2,623 | $(52) | $(4,809) | $(17,960) | $7,813 | $14,173 | $(2,511) | $6,048 | $(51,277) | $32,529 | ||||
| Other Segment Disclosures: | |||||||||||||||||
| Assets | $935,319 | $(22,719) | $336,605 | $(116,051) | $21,919 | $(1,400) | $536,000 | $(82,082) | $62,710 | $(36,007) | $651,769 | $(611,893) | $1,674,170 | ||||
| Goodwill & intangible assets | $980 | $— | $— | $— | $13,814 | $— | $14,794 | ||||||||||
| Amortization of intangible assets | $593 | $— | $— | $— | $— | $— | $593 | ||||||||||
The following tables provide financial information for the Company's segments:
| As of and for the three months ended September 30, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Banking · Alternative Lending · NSBF · Payments · Corporate & Other · Consolidated | ||||||||||||||
| Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim | ||||||||||||||
| Interest income | $27,720 | $(3) | $5,529 | $(35) | $5,889 | $(115) | $737 | $(720) | $219 | $(127) | $39,094 | |||
| Interest expense | 11,154 | (217) | 2,110 | — | 2,974 | — | 806 | (17) | 8,496 | (761) | 24,545 | |||
| Net interest income/(loss) | 16,566 | 214 | 3,419 | (35) | 2,915 | (115) | (69) | (703) | (8,277) | 634 | 14,549 | |||
| Provision for loan credit losses | 7,712 | — | — | — | — | — | — | — | — | — | 7,712 | |||
| Net interest income after provision for loan credit losses | 8,854 | 214 | 3,419 | (35) | 2,915 | (115) | (69) | (703) | (8,277) | 634 | 6,837 | |||
| Noninterest income | 34,848 | (7,424) | 22,079 | — | (2,208) | — | 11,853 | (636) | 27,346 | (25,470) | 60,388 | |||
| Electronic payment processing expense | — | — | — | — | — | — | 4,767 | (386) | 47 | 1 | 4,429 | |||
| Salaries and employee benefits expense | 14,140 | (1,152) | 203 | (204) | 43 | (44) | 2,013 | (289) | 3,574 | 1,689 | 19,973 | |||
| Professional services expense | 1,482 | — | 50 | — | 480 | — | 147 | — | 1,634 | — | 3,793 | |||
| Other loan origination and maintenance expense | 7,056 | (3,677) | 2,529 | (1,567) | 4,724 | (2,155) | — | — | (125) | (21) | 6,764 | |||
| Depreciation and amortization | 43 | — | — | — | — | — | 86 | — | — | — | 129 | |||
| Loss on extinguishment of debt | — | — | — | — | — | — | 179 | — | — | — | 179 | |||
| Other general and administrative costs | 3,286 | (119) | 398 | — | 344 | — | 380 | (79) | 2,833 | (151) | 6,892 | |||
| Income before taxes | 17,695 | (2,262) | 22,318 | 1,736 | (4,884) | 2,084 | 4,212 | (585) | 11,106 | (26,354) | 25,066 | |||
| Income tax expense (benefit) | 5,121 | — | — | — | — | — | — | — | 2,044 | — | 7,165 | |||
| Net income | $12,574 | $(2,262) | $22,318 | $1,736 | $(4,884) | $2,084 | $4,212 | $(585) | $9,062 | $(26,354) | $17,901 | |||
| Assets | $1,520,476 | $(31,544) | $625,297 | $(152,070) | $415,364 | $(48,251) | $120,028 | $(98,083) | $762,879 | $(714,997) | $2,399,099 | |||
| Goodwill & intangible assets | $820 | $— | $— | $13,813 | $— | $14,633 | ||||||||
| Amortization of intangible assets | $43 | $— | $— | $— | $— | $43 | ||||||||
| As of and for the three months ended September 30, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Banking · Alternative Lending · Technology · NSBF · Payments · Corporate & Other · Consolidated | |||||||||||||||||
| Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim · Segment · Elim | |||||||||||||||||
| Interest income | $18,820 | $— | $3,528 | $(5) | $2 | $(2) | $8,871 | $(103) | $612 | $(601) | $594 | $(445) | $31,271 | ||||
| Interest expense | 7,603 | (158) | 648 | — | — | — | 5,079 | — | 730 | (16) | 7,386 | (982) | 20,290 | ||||
| Net interest income/(loss) | 11,217 | 158 | 2,880 | (5) | 2 | (2) | 3,792 | (103) | (118) | (585) | (6,792) | 537 | 10,981 | ||||
| Provision for loan credit losses | 6,928 | — | — | — | — | — | — | — | — | — | — | — | 6,928 | ||||
| Net interest income after provision for loan credit losses | 4,289 | 158 | 2,880 | (5) | 2 | (2) | 3,792 | (103) | (118) | (585) | (6,792) | 537 | 4,053 | ||||
| Noninterest income | 35,424 | (7,036) | 15,237 | — | 5,494 | (2,008) | (8,845) | — | 12,469 | (498) | 21,299 | (19,685) | 51,851 | ||||
| Electronic payment processing expense | — | — | — | — | — | — | — | — | 4,730 | (292) | — | — | 4,438 | ||||
| Salaries and employee benefits expense | 11,337 | (628) | — | — | 2,123 | — | 117 | 113 | 1,665 | — | 3,908 | 514 | 19,149 | ||||
| Technology services expense | — | — | — | — | 1,832 | (36) | — | — | — | — | — | — | 1,796 | ||||
| Professional services expense | 853 | — | 25 | — | 160 | — | 679 | — | 156 | — | 2,056 | — | 3,929 | ||||
| Other loan origination and maintenance expense | 5,207 | (3,683) | 1,666 | (979) | 11 | — | 4,509 | (2,672) | — | — | 96 | (23) | 4,132 | ||||
| Depreciation and amortization | 44 | — | — | — | 362 | — | 25 | — | 80 | — | 6 | — | 517 | ||||
| Other general and administrative costs | 3,026 | (812) | 49 | — | 908 | (71) | 407 | (3) | 665 | (450) | 2,008 | (841) | 4,886 | ||||
| Income before taxes | 19,246 | (1,755) | 16,377 | 974 | 100 | (1,903) | (10,790) | 2,459 | 5,055 | (341) | 6,433 | (18,798) | 17,057 | ||||
| Income tax expense (benefit) | 5,760 | (11,101) | — | — | — | — | — | — | — | — | (637) | 11,101 | 5,123 | ||||
| Net income | $13,486 | $9,346 | $16,377 | $974 | $100 | $(1,903) | $(10,790) | $2,459 | $5,055 | $(341) | $7,070 | $(29,899) | $11,934 | ||||
| Other Segment Disclosures: | |||||||||||||||||
| Assets | $935,319 | $(22,719) | $336,605 | $(116,051) | $21,919 | $(1,400) | $536,000 | $(82,082) | $62,710 | $(36,007) | $651,769 | $(611,893) | $1,674,170 | ||||
| Goodwill & intangible assets | $980 | $— | $— | $— | $13,814 | $— | $14,794 | ||||||||||
| Amortization of intangible assets | $192 | $— | $— | $— | $— | $— | $192 | ||||||||||
NOTE 19—SUBSEQUENT EVENTS:
Note Purchase and Exchange
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.