NewtekOne, Inc.

Location · Lease expiration · Purpose · Approximate square feet

4800 T Rex AvenueBoca Raton, FL 33431 · June 2029 · Corporate headquarters, lending operations and subsidiaries’ offices · 7,800

200 and 250 South Orange Avenue, Orlando, FL 32801 · February 2030 · Lending operations · 5,800

1111 Brickell Avenue, Suite 135Miami, FL 33131 · February 2027 · Main office of Newtek Bank · 1,800

1410 Commonwealth Dr, Ste 201 A Wilmington, NC 28403 · October 2027 · Newtek Bank operations · 3,000

• Wilshire Louisiana Partners III, LLC Louisiana⁴
• Wilshire New York Partners III, LLC New York⁴

• The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a significant adverse effect on our operations.
• Changes in laws, regulations, or policies may adversely affect our business.
• We are subject to extensive regulation and supervision as a financial holding company, which may adversely affect our business.
• We may be adversely affected by increased governmental and regulatory scrutiny or negative publicity.
• Failure to comply with applicable laws, regulations or commitments, or to satisfy our regulators’ supervisory expectations, could subject us to, among other things, supervisory or enforcement action, which could adversely affect our business, financial condition and results of operations.
• Federal law may discourage certain acquisitions of our common stock which could have a material adverse effect on our shareholders.
• If we are deemed to be an investment company under the Investment Company Act of 1940, we will not be able to successfully execute our business strategy.
• RISKS RELATED TO THE ECONOMY
• Global economic, political, social and market conditions, including uncertainty about the financial stability of the United States could have a significant adverse effect on our business, operating results and financial condition
• Any public health emergency, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments, our subsidiaries and our clients.
• Economic recessions or downturns could impair our clients and our operating results.
• Inflation and changes in interest rates may adversely affect our business, results of operations and financial condition.
• Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.
• A failure or the perceived risk of a failure to raise the statutory debt limit of the U.S. could have a material adverse effect on our business, financial condition and results of operations.
• If we cannot obtain additional capital because of either regulatory or market price constraints, we could be forced to curtail or cease our new lending activities and our level of distributions and liquidity could be affected adversely.
• RISKS RELATED TO OUR BUSINESS AND STRUCTURE
• We are dependent upon our Senior Lending Team and our executive officers for our future success, and if we are unable to hire and retain qualified personnel or if we lose any member of our Senior Lending Team or our executive officers our business could be significantly harmed.
• We operate in a highly competitive market for clients, which could reduce returns and result in losses.
• We could be adversely affected by the soundness of other financial institutions.
• If we are unable to acquire and process clients effectively, we may be unable to achieve our objectives.
• Our business model depends to a significant extent upon strong referral relationships, and our inability to maintain or further develop these relationships, as well as the failure of these relationships to generate investment opportunities, could adversely affect our business.
• Indebtedness could adversely affect our business and financial results.
• We may expose ourselves to risks as we engage in hedging transactions.
• We are subject to stringent capital and liquidity regulations and requirements.
• An inability to maintain adequate liquidity could jeopardize our business and financial condition.
• Our acquisitions and other strategic transactions may not yield the intended benefits.
• Our development and use of AI presents risks that could adversely impact our business, financial condition and results of operations.
• Our business may be adversely affected if our risk management framework does not effectively identify, assess and mitigate risk.
• Internal control deficiencies could impact the accuracy of our financial results or prevent the detection of fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
• During 2023 and 2024, we identified and remediated material weaknesses in our internal controls over financial reporting which, if not remediated, could have adversely affected our ability to report our financial condition and results of operations in a timely and accurate manner, investor confidence in our Company and, as a result, the value of our common stock.
• Our clients may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our loans are concentrated.
• If we and our subsidiaries are unable to protect our intellectual property rights, our business and prospects could be harmed.
• The development and use of Artificial Intelligence (“AI”) present risks and challenges that may adversely impact our business.
• RISKS RELATED TO SBA LENDING
• Changes to the SBA 7(a) Program can negatively impact our SBA 7(a) loan origination volume.
• There can be no guarantee that Newtek Bank will be able to maintain its SBA 7(a) lending license and PLP status.
• NSBF will remain subject to SBA regulation as it winds down its operations.
• We have specific risks associated with our secondary market sales of the guaranteed portions of SBA loans.
• If NSBF or Newtek Bank fail to comply with SBA regulations in connection with the origination, servicing, or liquidation of an SBA 7(a) loan, liability on the SBA guaranty, in whole or in part, could be transferred to NSBF or Newtek Bank.
• Curtailment of the government-guaranteed loan programs could adversely affect our results of operations.
• Our loans under the SBA 7(a) Program involve a high risk of default and such default could adversely impact our results of operations.
• The loans we make under the SBA 7(a) Program face competition.
• A governmental failure to fund the SBA could adversely affect Newtek Bank’s SBA 7(a) loan originations and our results of operations.
• We could be adversely affected by weakness in the residential housing and CRE markets.
• RISKS RELATED TO PAYMENT PROCESSING
• We could be adversely affected if any bank sponsorship is terminated.
• If NMS or its processors or bank sponsors fail to adhere to the standards of the Visa® and Mastercard® bankcard associations, its registrations with these associations could be terminated and it could be required to stop providing payment processing services for Visa® and Mastercard®.
• On occasion, NMS experiences increases in interchange and sponsorship fees. If it cannot pass along these increases to its merchants, its profit margins will be reduced.
• NMS is liable if its processing merchants refuse or cannot reimburse charge-backs resolved in favor of their customers.
• NMS has potential liability for customer or merchant fraud.
• NMS and others in the payment processing industry have come under increasing pressures from various regulatory agencies seeking to use the leverage of the payment processing business to limit or modify the practices of merchants which could lead to increased costs.
• Increased regulatory focus on the payments industry may result in costly new compliance burdens on NMS’ clients and on NMS itself, leading to increased costs and decreased payments volume and revenues.
• If the credit loss forecasting and scoring models we use contain errors, do not adequately assess risk, or are otherwise ineffective, our reputation and relationships with customers could be harmed, our market share could decline and the value of loans held on our balance sheet may be adversely affected.
• If collection efforts on delinquent loans are ineffective or unsuccessful, the return on investment for investors in those loans would be adversely affected and investors may not find investing through our marketplace bank desirable.
• RISKS RELATED TO PAYROLL PROCESSING
• Newtek Payroll and Benefit Solutions (“PMT”) is subject to risks surrounding Automated Clearing House (“ACH”) payments.
• PMT could incur unreimbursed costs or damages due to delays in processing inherent in the banking system.
• RISKS RELATED TO OUR CAPCO BUSINESS
• The Capco programs and the tax credits they provided were created by state legislation and implemented through regulation, and such laws and rules are subject to possible action to repeal or retroactively revise the programs for political, economic or other reasons. Such an attempted repeal or revision would create substantial difficulty for the Capco programs and could, if ultimately successful, cause us material financial harm.
• Because our Capcos are subject to requirements under state law, a failure of any of them to meet these requirements could subject the Capco and our shareholders to the loss of one or more Capcos.
• RISKS RELATED TO OUR SECURITIES
• Future issuances of our common stock or other securities, including preferred shares, may dilute the per share book value of our common stock or have other adverse consequences to our common shareholders.
• The authorization and issuance of “blank check” preferred shares could have an anti-takeover effect detrimental to the interests of our shareholders.
• Our business and operation could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.
• Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
• RISKS RELATED TO CYBERSECURITY
• We and our third party IT servicer could be adversely affected by information security breaches or cyber security attacks.
• The failure in cyber-security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.