DEF 14A of NewtekOne, Inc., Apr 24, 2026

DEF 14A of NewtekOne, Inc.

Filed Apr 24, 2026 · FY20250001628280-26-027133

Open on EDGAR

  1. Information about the Directors and Executive Officers

    Information about the Directors and Executive Officers Set forth below is information, as of April 15, 2026, regarding Messrs. Salute and Brunet who are being nominated for election as directors of the Company at the Annual Meeting, as well as information about our other current directors whose terms of office will continue after the Annual Meeting. Included below is specific information about each director’s experience, qualifications, attributes or skills that led the Board of Directors to the conclusion that the individual is qualified to serve on our Board of Directors, in light of our business and structure. (1) The business addresses of the director nominees and the other directors are c/o NewtekOne, Inc., 4800 T-Rex Avenue, Suite 120, Boca Raton, FL 33431.

  2. Nominees for Class III Directors — Terms Expiring 2029

    Nominees for Class III Directors — Terms Expiring 2029

  3. Nominees for Class III Directors — Terms Expiring 2029

    | Name, Address, and Age(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Directorships Held by Director or Nominee for Director During Past 5 Years | | Messrs. Salute and Brunet are Independent Directors as defined by the Nasdaq listing rules. | | | | | | Richard Salute, 80 | Director | Class III Director since 2015; Term expires 2026 | Retired | Director, Near Intelligence, Inc., September 2023 through March 27, 2024. | | Craig “CJ” Brunet, 78 | Director | Class III Director since 2024; Term expires 2026 | President and Chief Operating Officer, Advanced Cyber Security Corp | |

  4. Nominees for Class III Directors — Terms Expiring 2029

    Mr. Salute has served as an independent director of the Company since 2015 and has served on the board of directors of our bank subsidiary, Newtek Bank, N.A. (“Newtek Bank”) since January 2023. Mr. Salute served as Capital Markets and SEC Practice Director at J.H. Cohn and CohnReznick LLP from 2004 to 2014. Prior to that, he spent 29 years, from 1972 to 2001, at Arthur Andersen managing complex audits for public and private companies. During his tenure, he was responsible for providing clients with strategic planning services as well as consulting on corporate finance, mergers and acquisitions, and process evaluation. His clients included large multinational companies and entrepreneurial start-ups. In addition to his client responsibilities, he started three business lines for Arthur Anderson: the Enterprise Group (New York Metropolitan area), the Technology Practice (New York office) and the Bankruptcy and Corporate Recovery Practice (nationwide). More recently, Mr. Salute served as Chief Financial Officer of PAVmed Inc. from June 2014 to September 2015. Mr. Salute served as a director and a member of the audit committee of Near Intelligence, Inc., a global data intelligence platform, from September 2023 through March 27, 2024. Mr. Salute also served as a director of Walker Innovation Inc. from 2015 through 2018. Mr. Salute is a graduate of Adelphi University and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Salute has more than 39 years of audit, accounting, and tax experience. His extensive audit, accounting, and tax experience and relationships with industry players are an asset to our Board of Directors. Mr. Salute’s expertise and experience also qualify him to serve as chairman of our Audit Committee and as the Audit Committee Financial Expert. Mr. Salute’s experience with SEC matters includes numerous initial public offerings and his experience representing publicly traded, as well as over-the-counter market traded, clients provides a significant addition to the Board of Directors. Mr. Brunet has served as an independent director of the Company since 2024 and has served on the board of directors of Newtek Bank since 2024. Mr. Brunet and has over 50 years of experience in the information technology and financial services sectors with specific focus in strategic planning, mergers and acquisitions, Software as a Service (SaaS), patent commercialization, cyber security, compliance, and risk management. Mr. Brunet is currently the President and Chief Operating Officer of Advanced Cyber Security Corp, a strategic cyber security corporation focused on preventative, patented encryption technologies and applications. Mr. Brunet is also the founder and managing partner at Cyber Labs International, a global strategic technology consulting firm with specific expertise in cyber security. From January 2001 through December 2015, Mr. Brunet served as the Company’s Executive Vice President, CIO, CTO and CISO. Mr. Brunet’s executive and board member experience in many sectors, including financial services, Cloud Computing, Managed Services and IT security provides a significant addition to the Board of Directors.

  5. Incumbent Class II Directors — Terms Expiring 2028

    Incumbent Class II Directors — Terms Expiring 2028

  6. Incumbent Class II Directors — Terms Expiring 2028

    | Name, Address, and Age(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Directorships Held by Director or Nominee for Director During Past 5 Years | | Messrs. Zink and Perez-Hickman are Independent Directors as defined by the Nasdaq listing rules. | | | | | | Gregory Zink, 69 | Director | Class II Director since 2017; term expires in 2028 | Partner at Newport LLC since 2021; Managing partner, Lowell Group, LLC, 1988-2021. | Director, Katapult Holdings, Inc., since November 2025 | | Fernando Perez-Hickman, 58 | Director | Class II Director since 2021; term expires in 2028 | Managing Partner, Azora Exan. | | | Mrs. Razon-Feingold is not an Independent Director as defined by the Nasdaq listing rules. | | | | | | Halli Razon-Feingold, 37 | Director; Chief Administrative Officer and Chief Human Resources Officer | Class II Director since 2021; term expires in 2028 | Chief Administrative Officer and Chief Human Resources Officer of the Company | |

  7. Incumbent Class II Directors — Terms Expiring 2028

    Mr. Zink has served as an independent director of the Company since 2017 and has served on the board of directors of Newtek Bank since January 2023. Mr. Zink is a Partner at Newport LLC, a national strategic advisory firm that specializes in helping owners and CEOs of privately held, growth stage companies accelerate growth and significantly improve the value of their businesses. Mr. Zink joined the board of directors of Katapult Holdings, Inc., a publicly listed company, in November 2025. From 1998 to 2021, Mr. Zink was the principal of the Lowell Group, LLC, a management consulting firm which provided strategic, operational, marketing and financial consulting assistance to start-up, small and medium size businesses. From 1988 through 2019, Mr. Zink served as the Chief Executive Officer, Chief Financial Officer and Director of NGJ Brand Solutions, a distributor of commercial fitness equipment and health and wellness solutions provider in Japan. Mr. Zink was also previously employed by the Company as an Executive Vice President from 2000-2005; and by Touche Ross/Deloitte Consulting; and is a graduate of the General Electric Financial Management Program. Mr. Zink has an MBA from the Wharton School of the University of Pennsylvania. Mr. Zink’s professional experience provides a significant addition to the Board of Directors, as a result of, among other things, Mr. Zink’s many years of experience providing consulting and financial advice to small and medium sized businesses. Mr. Perez-Hickman has served as an independent director of the Company since 2021 and has served on the board of directors of Newtek Bank since January 2023. Mr. Perez-Hickman is a Managing Partner at Azora Capital, a Madrid-based European private equity firm, and its U.S. affiliate Azora Exan, based in Miami, Florida. Mr. Perez-Hickman served as Vice Chairman, Director of Corporate Strategy and member of IBERIABANK’s Planning Group Committee from 2007 until its merger with First Horizon Bank in July 2020. At IBERIABANK, he was responsible for corporate strategy and mergers and acquisitions, supervising the Consumer and Retail Banking Division, reporting to the CEO. From 1999 to 2017, Mr. Perez-Hickman served as Executive Chairman of the Board of Sabadell United Bank and Managing Director of Santander Private Banking International. Mr. Perez-Hickman’s broad experience as a highly successful and experienced executive with a proven track record in management, mergers and acquisitions and value creation at financial services businesses in the United States, Spain and international markets, provides a significant addition to the Board of Directors. Mrs. Razon-Feingold has served as a non-independent director of the Company since 2021. Mrs. Razon-Feingold was named Chief Human Resources Officer in 2025, has served as the Company’s Chief Administrative Officer since July 2016 and was Senior Vice President of Human Resources for the Company from 2019 to 2025. Mrs. Razon-Feingold’s tenure at the Company spans over fourteen years, with her current principal responsibilities centered on managing the Executive department and all areas of Human Resources for the Company and all of its subsidiaries. Mrs. Razon-Feingold holds a master’s degree in Industrial/Organizational Psychology from CUNY Baruch College and a bachelor’s degree in Psychology from Hofstra University. Mrs. Razon-Feingold’s long experience with the Company and expertise in human resources provides a significant addition to the Board of Directors.

  8. Incumbent Class I Directors — Terms Expiring 2027

    Incumbent Class I Directors — Terms Expiring 2027

  9. Incumbent Class I Directors — Terms Expiring 2027

    | Name, Address, and Age(1) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Directorships Held by Director or Nominee for Director During Past 5 Years | | Messrs. Sloane and Downs are not Independent Directors as defined by the Nasdaq listing rules. | | | | | | Barry Sloane, 66 | Director; Chief Executive Officer and President | Director since 1999 and Class I Director since 2014; Term expires 2027 | Chief Executive Officer and President of the Company; Chief Executive Officer of Newtek Bank, N.A. and the Company’s non-bank subsidiaries | Director, Intelligent Protection Management Corp. since January 2025 | | Peter Downs, 61 | Director; President, Newtek Bank, President, Newtek Small Business Finance, LLC | Class I Director since 2014; Term expires 2027 | President, Newtek Bank; Chief Lending Officer of the Company and Newtek Bank, N.A.; President, Newtek Small Business Finance, LLC | | | Mr. Cestare is an Independent Director as defined by the Nasdaq listing rules. | | | | | | Thomas Cestare, 57 | Director | Class I Director since January 2026; Term expires in 2027 | Partner and Chief Operating Officer of Patriot Financial Partners, LP | |

  10. Incumbent Class I Directors — Terms Expiring 2027

    Mr. Sloane has served as our Chairman and Chief Executive Officer since 1999, as our President since 2008 and Chairman and Chief Executive Officer of Newtek Bank since January 2023. Mr. Sloane founded the Company in 1998 and is an executive officer of each of the Company’s subsidiaries. From September 1993 through July 1995, Mr. Sloane was a Managing Director of Smith Barney, Inc., where he directed the Commercial and Residential Real Estate Securitization Unit, and was national sales manager for institutional mortgage and asset backed securities sales. From April 1991 through September 1993, Mr. Sloane was founder and President of Aegis Capital Markets, a consumer loan origination and securitization business which was eventually taken public with the name of “Aegis Consumer Funding.” From October 1988 through March 1991, Mr. Sloane was Senior Vice President of Donaldson, Lufkin and Jenrette, where he was responsible for directing sales of mortgage-backed securities. From August 1982 to September 1988, Mr. Sloane was a senior mortgage security salesman and trader for Bear Stearns, L.F. Rothschild, E.F. Hutton and Paine Webber. Mr. Sloane’s broad business and financial experience and his knowledge of the Company’s businesses have been of great value to the other members of the Board and qualify him to serve on our Board of Directors and as the Chairman of our Board of Directors. In January 2025, Mr. Sloane was appointed to the Intelligent Protection Management Corp. (“IPM”) board of directors as the Company’s board representative in connection with the Company’s sale of its former subsidiary Newtek Technology Solutions, Inc. to IPM. Mr. Downs was appointed President of Newtek Bank effective April 22, 2025. Mr. Downs was the Company’s and Newtek Bank’s Chief Lending Officer from January 2023 through April 21, 2025. Mr. Downs has been a member of the board of directors of Newtek Bank since January 2023. Mr. Downs has been the President of Newtek Small Business Finance, LLC (“NSBF”) since 2003, the Company’s wholly owned subsidiary, and a member of the NSBF board of directors. Mr. Downs has had primary responsibility for the development of the Company’s lending policies and procedures, loan originations and loan portfolio. Prior to joining the Company in 2003, Mr. Downs spent sixteen years in various small business lending roles within the banking industry. From 1990 to 2001, he was employed with European American Bank (“EAB”), where he held various positions including New Business Development Officer for Small Business Lending and Group Manager of Retail Small Business Lending which encompassed the underwriting and servicing of the bank’s small business loan portfolio. Subsequent to EAB’s acquisition by Citibank, Mr. Downs ran the bank’s U.S. Small Business Administration (“SBA”) lending portfolio in New York, and eventually was named the National Director of SBA lending, after which he was responsible for coordinating the bank’s SBA underwriting and sales efforts in all Citibank markets across the country. In addition to his banking experience, he has been involved in several non-profit small business advisory boards, and has been a member of the National Association of Government Guaranteed Lenders (“NAGGL”) Regional Technical Issues Committee. Mr. Down’s history with the Company and extensive experience in the small business lending space, including SBA 7(a) and 504 lending, provides our Board of Directors with the valuable insight of an experienced lender. Thomas Cestare. On January 27, 2026, the Board of Directors increased the number of directors constituting the entire Board of Directors from seven to eight, and elected Mr. Cestare to serve as a Class I director. Mr. Cestare has served on the board of directors of Newtek Bank since January 2023. In addition, Mr. Cestare is a partner and chief operating officer of Patriot Financial Partners, LP, a private equity firm focused on investing in community banks, thrifts and financial services related companies throughout the United States. Patriot Financial Partners, LP is the financial manager for the investment entities that comprise the Patriot Financial Group, which holds shared voting and dispositive power as to 2,307,692 Common Shares. Mr. Cestare has over 35 years of experience in banking. Previously, Mr. Cestare served as the executive vice president and chief financial officer at Beneficial Bancorp from 2010-2020, and was responsible for, among other things, corporate finance and accounting, risk management, investor relations and corporate planning, budgeting and forecasting. Prior to joining Beneficial, Mr. Cestare was the executive vice president and chief accounting officer of Sovereign Bancorp, Inc. Prior to joining Sovereign in 2005, Mr. Cestare was a Partner with the public accounting firm of KPMG LLP focusing on banks and other financial service companies. Mr. Cestare has served on the boards of many civic and professional organizations during his career including the Police Athletic League and the Preservation Alliance of Philadelphia. Mr. Cestare received his B.S. degree in Accounting from the University of Delaware. Mr. Cestare’s experience in banking, financial services, finance and accounting provides a significant addition to the Board of Directors. On September 16, 2025, the Company entered into a Securities Purchase and Exchange Agreement (the “Purchase and Exchange Agreement”) with members of the Patriot Financial Group. Pursuant to the Purchase and Exchange Agreement, members of the Patriot Financial Group and the Company agreed to exchange all of the 20,000 outstanding shares of the Company’s Series A Convertible Preferred Stock originally issued to Patriot and $10 million in cash for 2,307,692 shares of the Company’s common stock (the “Patriot Exchange Transaction”). Given Mr. Cestare’s affiliation with Patriot, the Patriot Exchange Transaction may be considered a related party transaction under Item 404(a) of Regulation S-K. For more information on the Patriot Exchange Transaction, please refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2025.

  11. Director Compensation

    Director Compensation The Board of Directors has adopted a plan for compensation of non-employee directors which gives effect to the time and effort required of each of them in the performance of their duties. The Board of Directors annual cash compensation for their 2025 term was $140,000 for each non-employee director, with no additional fees for committee membership or chairmanship. In addition, pursuant to the terms of the Company’s 2023 Stock Incentive Plan (the “2023 Stock Plan”), which was approved by the Board of Directors in April 2023 and the Company’s shareholders on June 14, 2023, the maximum dollar value of shares of Common Stock for which a non-employee director may be awarded in any calendar year is fifty thousand dollars ($50,000). In June 2025, non-employee directors Messrs. Salute, Brunet, Zink and Perez-Hickman were awarded $25,000 of shares of restricted stock of the Company (“Restricted Stock”) at the beginning of their 2025 terms of service, which forfeiture restrictions will lapse on June 15, 2026. Directors do not receive any perquisites or other personal benefits from the Company.

  12. 2025 Director Summary Compensation Table

    | Name of Director | Fees earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Current Independent Directors: | | | | | | | Gregory Zink | 140,000 | 25,000 | — | — | 165,000 | | Richard Salute | 140,000 | 25,000 | — | — | 165,000 | | Fernando Perez-Hickman | 140,000 | 25,000 | — | — | 165,000 | | Craig Brunet | 140,000 | 25,000 | — | — | 165,000 | | Former Independent Director: | | | | | | | Salvatore F. Mulia(3) | 35,000 | — | — | — | 35,000 |

  13. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer and President, Barry Sloane. For fiscal year 2025, the median of the annual total compensation of all of our employees (other than Mr. Sloane, our Chief Executive Officer) was $95,000 and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $1,000,000. Based on this information, our Chief Executive Officer’s 2025 annual total compensation was approximately 10.53 times that of the median of the 2025 annual total compensation of all of our employees. We selected December 31, 2025 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our and our consolidated subsidiaries’ employees (other than our Chief Executive Officer) for 2025. As of December 31, 2025, our employee population consisted of 572 individuals who are located in our Orlando, Florida; Boca Raton, Florida; Miami, Florida; and Wilmington, North Carolina, offices, as well as individuals who work remotely out of their residences in various states. To identify our median employee, we compared the annual total compensation for each of our employees, as determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary and cash bonus. In making this determination, we annualized the compensation of 123 employees who were hired in 2025 but did not work for us the entire fiscal year.

  14. Information about 2025 NEOs Who Are Not Directors

    Information about 2025 NEOs Who Are Not Directors Michael A. Schwartz, age 65, has served as Chief Legal Officer and Corporate Secretary since January 2015, and has served as Chief Legal Officer and Corporate Secretary of the Company’s bank subsidiary Newtek Bank since January 2023. In addition. Mr. Schwartz serves on the boards of a number of the Company’s non-bank subsidiaries. Beginning in November 2013, Mr. Schwartz was Senior Counsel to the Company. Prior to joining the Company, Mr. Schwartz spent twenty-two years in private legal practice specializing in complex litigation in the fields of securities, mergers and acquisitions, corporate governance, commercial law, unfair employment practices, consumer protection and antitrust. Mr. Schwartz served on the Company’s Board of Directors from 2005 through 2009. Frank DeMaria, age 37, has served as the Company’s Chief Financial Officer since April 2025 and Newtek Bank’s Chief Financial Officer since December 2025. From March 2024 through April 2025, Mr. DeMaria was the Chief Accounting Officer of the Company and Newtek Bank. Mr. DeMaria joined the Company in May 2023, as the Company’s and Newtek Bank’s Senior Vice President of Finance and Accounting. Prior to joining the Company, Mr. DeMaria served as Senior Vice President and Controller of Flagstar Bank, N.A. In addition, Mr. DeMaria previously served as Senior Vice President, Chief Accounting Officer and Principal Accounting Officer of Amalgamated Financial Corp. from July 2021 to October 2022. Mr. DeMaria began his career with KPMG LLP, Audit Financial Services, in October 2012, holding various roles including Senior Manager from October 2019 to July 2021. Mr. DeMaria holds a Master of Business Administration for Accountants and a Bachelor of Science in Accounting from Marist University. Mr. DeMaria is a Certified Public Accountant in the state of New York. M. Scott Price served as Chief Financial Officer of the Company from May 2023 through April 21, 2025 and as the Chief Financial Officer of Newtek Bank from May 2023 through December 4, 2025. Nicolas Young served as President and Chief Operating Officer of Newtek Bank from January 6, 2023 through April 21, 2025.

  15. Base Salary

    Base Salary The Company provides its NEOs and other employees with base salary to compensate them for services rendered during the fiscal year. Executive base salaries continue to reflect our operating philosophy, our performance driven corporate culture and business direction, with each salary determined by the skills, experience and performance level of the individual executive, and the needs and resources of the Company. Base salaries are generally targeted to market levels and base salary ranges for NEOs are determined for each executive based on his or her position and responsibility by using market data from peer companies and published salary surveys, and the Company generally attempts to fix each NEO’s salary within the range. We believe that the Company’s most direct competitors for executive talent are not necessarily restricted to those companies that are included in the peer company index used to compare shareholder returns, but encompass a broader group of companies engaged in the recruitment and retention of executive talent in competition with the Company. During the review of base salaries for senior level executives, including the NEOs, we primarily consider: • an internal review of each executive’s compensation both individually and relative to other executive officers; • individual performance of the executive; and • a review of the Company’s financial and operational performance relative to the Company’s annual plan. Salary levels typically are considered annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility. Merit based increases to salaries are based on the Chief Executive Officer’s assessment of the individual’s performance. Merit based increases to the salaries of our NEOs other than the Chief Executive Officer are recommended by the Chief Executive Officer and confirmed by the Nominating Committee, and those for the Chief Executive Officer are determined by the Nominating Committee.

  16. Annual Bonus

    Annual Bonus Discretionary annual cash bonuses may be awarded to executive officers along with the Company’s non-executive employees under the Company’s annual cash bonus plan. The Company typically creates a cash bonus pool based on an annually determined percentage of the salaries of all employees, which it accrues as an expense. Payments under the plan are discretionary and are based on the Company’s and the employee’s overall performance as determined by the Chief Executive Officer and the Nominating Committee. The Nominating Committee determines any bonus for the Chief Executive Officer based on, among other things, a review of the Company’s financial performance relative to the Company’s annual plans as established by the Board of Directors. The Chief Executive Officer in consultation with the Nominating Committee with respect to the NEOs, or in consultation with the NEOs and other senior level officers with respect to lower level employees, determines annual bonuses for other employees based on such employee’s and the Company’s performance. Factors considered include the achievement of business plans, goals and performance relative to other companies of a similar size and business strategy. The mix and weighting of the factors vary, depending on the business segment and the executive’s responsibilities. The level of achievement and overall contribution by the executive determines the level of bonus.

  17. Equity-Based Compensation

    Equity-Based Compensation The Company must compete for leadership with commercial banks, bank holding companies, financial holding companies, investment banks, and other publicly traded companies, which are generally able to award many different types of stock-based compensation to their officers, employees and directors, (including their non-employee directors). On September 12, 2014, the Board of Directors voted to establish the Newtek Business Services Corp. 2014 Stock Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by shareholders of the Company on October 22, 2014. The 2014 Plan provided for the grant of options to purchase Common Shares, the terms of which were determined by the Nominating Committee and set forth in an award agreement between the Company and the executive or employee. The Company did not issue any options historically under the 2014 Plan. On April 27, 2015, the Nominating Committee and the Board of Directors approved the Amended and Restated 2014 Stock Incentive Plan (the “2015 Stock Plan”) and on July 27, 2016, our shareholders approved the 2015 Stock Plan. The 2015 Stock Plan permitted us to issue awards of stock options and Restricted Stock in an aggregate amount of up to 20% of our issued and outstanding Common Shares as of the effective date of the plan. In connection with our 2023 conversion to a financial holding company, the Board of Directors in April 2023 terminated the 2015 Stock Plan and approved the Company’s 2023 Stock Incentive Plan (the 2023 Stock Plan), which was approved by the Company’s shareholders on June 14, 2023. The 2023 Stock Plan permits us to issue Restricted Stock and stock options up to an aggregate amount of 3,000,000 shares of Common Stock. The number of Restricted Stock issued and outstanding will not at the time of issuance of any Restricted Stock exceed 10% of the outstanding voting securities of the Company, and no more than 500,000 shares of Common Stock may be issued through incentive stock options. The Nominating Committee believes that Restricted Stock is the best method of encouraging stock ownership in the Company by eligible participants by giving them a proprietary interest in the Company’s performance, which more closely aligns compensation with the Company’s performance and provides a means to attract and retain persons of outstanding ability in key positions with the Company. Restricted Stock awards are based on the employee’s and the Company’s performance and the mix and weighting of the factors vary, depending on the business segment and the employee’s responsibilities. The level of achievement and the overall contribution by the employee determines the quantity of the Restricted Stock award. The Company’s Board of Directors and its Nominating Committee, which consists entirely of directors who are not employees of the Company, believe that in light of the Company’s plan for growth, stock-based incentive compensation, particularly the award of Restricted Stock, advances the interests of the Company by providing substantial motivation for superior performance and more fully aligning the interests of officers, directors and employees with the interests of our shareholders.

  18. Compensation of the Other 2025 NEOs

    Compensation of the Other 2025 NEOs The Nominating Committee approved the 2025 compensation for our 2025 NEOs Peter Downs, Michael A. Schwartz, M. Scott Price, Frank DeMaria and Nicolas Young, as recommended to it by the Chief Executive Officer. Mr. Downs’s annual base salary was $750,000 in 2025 and $700,000 in 2024. Mr. Downs received a $100,000 cash bonus in 2025 and did not receive a cash bonus in 2024. Mr. Downs received an award of 9,944 shares of Restricted Stock in July 2024, which fully vested in July 2025 and an award of 10,297 shares of Restricted Stock in October 2024, which fully vested in October 2025. Mr. Downs did not receive a Restricted Stock award in 2025. Mr. Schwartz’s annual base salary was $625,000 in 2025 and $500,000 in 2024. Mr. Schwartz received a $150,000 cash bonus in each of 2025 and 2024. Mr. Schwartz received an award of 9,944 shares of Restricted Stock in July 2024, which fully vested in July 2025, and an award of 11,326 shares of Restricted Stock in October 2024, which fully vested in October 2025. Mr. Schwartz did not receive a Restricted Stock award in 2025. Mr. DeMaria’s annual base salary was $433,000 in 2025 and $360,000 in 2024. Mr. DeMaria received a $125,000 cash bonus in 2025 and a $100,000 cash bonus in 2024. Mr. DeMaria received an award of 19,889 shares of Restricted Stock in July 2024, which will fully vest in July 2027, and an award of 4,119 shares of Restricted Stock in October 2024, which fully vested in October 2025. Mr. DeMaria did not receive a Restricted Stock award in 2025. Mr. Price’s annual base salary was $433,000 in 2025 and 2024. Mr. Price received a $133,333 cash bonus in 2025, and pursuant to Mr. Price’s 2023 employment agreement, he received a $133,333 cash bonus in 2024. Mr. Price received an award of 1,989 shares of Restricted Stock in July 2024, which fully vested in July 2025, an award of 4,119 shares of Restricted Stock in October 2024, which fully vested in October 2025. Mr. Young’s annual base salary was $700,000 in 2025 and 2024. Mr. Young received a $257,873 cash bonus in 2025 and a $100,000 cash bonus in 2024. Mr. Young received an award of 7,955 shares of Restricted Stock in July 2024 and 8,237 shares of Restricted Stock in October 2024, each of which were forfeited upon his separation in 2025.

  19. Elements of Executive Compensation and 2025 Compensation Determinations

    Annual Bonuses. The Nominating Committee designs our annual cash bonuses to motivate our NEOs to achieve objectives consistent with our operating plan. The Nominating Committee retains discretion in the sizing and awarding of cash bonuses for each NEO to ensure that individual bonus determinations appropriately balance the interests of the Company’s shareholders, while rewarding each NEO’s contributions to performance. In evaluating the performance of our NEOs to arrive at their 2025 cash bonus awards, the Nominating Committee considered the same factors used to determine NEO’s salaries and other benefits, as set forth above. The Nominating Committee also considered the following factors and aspects of the Company’s 2025 operating performance in the determination of specific NEO bonus awards: • Each NEO’s specific performance achievements and contributions to the Company’s financial performance and execution of the Company’s operating plan; • The declaration of cash dividends; • The management of the Company’s assets and capital; and • Managerial assistance provided to Newtek Bank and our non-bank subsidiaries, including contributions to growth of sales, growth of deposits, regulatory compliance, growth of operating earnings and earnings per share. When determining annual bonus amounts, the Nominating Committee also evaluated the total compensation paid to the NEOs and other employees. Based on the foregoing considerations and analysis, and after due deliberation, the Nominating Committee approved NEO annual cash bonuses in 2025, as set forth below.

  20. Elements of Executive Compensation and 2025 Compensation Determinations

    | | Cash Bonus Award Paid in 2025 | As Percentage of 2025 Base Salary | | 2025 NEOs | | | | Barry Sloane | $— | —% | | Peter Downs | $100,000 | 13% | | Michael Schwartz | $150,000 | 24% | | Frank DeMaria | $125,000 | 29% | | Former 2025 NEOs | | | | M. Scott Price | $133,333 | 31% | | Nicolas Young | $257,873 | 37% |

  21. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we are providing the following disclosure regarding the relationship between executive compensation and certain financial performance measures of the Company. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion and Analysis.”

  22. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows the past five fiscal years’ total compensation for our NEOs as set forth in the Summary Compensation Table, the compensation actually paid to our principal executive officer (the “PEO”) and the other NEOs, our total shareholder return (“TSR”) and our net income. SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine the compensation actually paid as reported in the Pay Versus Performance table. Compensation actually paid does not necessarily represent compensation actually earned, realized or received by the applicable NEO, but rather is a valuation calculated under applicable SEC rules by adjusting the Summary Compensation Table totals for the applicable year as described in the footnotes to the Pay Versus Performance Table.

  23. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | Basic EPS | | | ($) | ($) | ($) | ($) | | | ($ in thousands) | ($) | | 2025 | 1,000,000 | 805,482 | 741,441 | 664,154 | (4.9)% | 12.8% | 60,512 | $2.21 | | 2024 | 846,000 | 701,284 | 856,467 | 894,152 | (1.5)% | 11.5% | 50,853 | 1.97 | | 2023 | 700,000 | 599,203 | 596,469 | 575,468 | (11.1)% | 18.5% | 47,329 | 1.89 | | 2022 | 2,700,000 | 2,096,624 | 918,750 | 785,908 | (50.2)% | (28.2)% | 32,311 | 1.34 | | 2021 | 3,500,000 | 4,633,439 | 895,000 | 960,718 | 55.5% | 17.7% | 84,142 | 3.69 |

  24. Pay Versus Performance Table

    ____________ (1) Mr. Sloane was our PEO for each of the fiscal years presented in the above table. Our non-PEO NEOs were as follows:

  25. Pay Versus Performance Table

    | | Downs | Schwartz | DeMaria | Price(1) | Young(1) | Leger(1) | | 2025 | ● | ● | ● | ● | ● | | | 2024 | ● | ● | ● | ● | ● | | | 2023 | ● | ● | | ● | ● | ● | | 2022 | ● | ● | | | ● | ● | | 2021 | ● | ● | | | ● | ● |

  26. Pay Versus Performance Table

    (1) Former NEO. 2) Compensation actually paid to our PEO was calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding from the Summary Compensation Table totals as shown below:

  27. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO($) | Less: Reported Value of Equity Awards(a)($) | Equity Award Adjustments | | | | | | Compensation Actually Paid to PEO($) | | | | | Plus: Year End Fair Value of Equity Awards Granted in the Year that are Unvested at Year End($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End($) | Plus: Fair Value of Equity Awards that were Granted and Vested in the Same Year at Vesting Date($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($) | Less: Year End Fair Value of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions($) | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($) | | | 2025 | 1,000,000 | — | — | (97,923) | — | (101,338) | — | 4,743 | 805,482 | | 2024 | 846,000 | (146,000) | 147,264 | (122,203) | — | (38,696) | — | 14,919 | 701,284 | | 2023 | 700,000 | — | — | (363,605) | — | 155,621 | — | 107,187 | 599,203 | | 2022 | 2,700,000 | (2,000,000) | 1,766,911 | (703,325) | — | (29,048) | — | 362,085 | 2,096,624 | | 2021 | 3,500,000 | (1,800,000) | 2,299,313 | — | — | 634,125 | — | — | 4,633,439 |

  28. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (3) Compensation actually paid to our non-PEO NEOs was calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding from the Summary Compensation Table totals as shown below:

  29. Pay Versus Performance Table

    | Year | Average of Reported Summary Compensation Table Total for non-PEO NEOs($) | Less: Reported Value of Equity Awards(a)($) | Equity Award Adjustments | | | | | | Average Compensation Actually Paid to non-PEO NEOs($) | | | | | Plus: Year End Fair Value of Equity Awards Granted in the Year that are Unvested at Year End($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End($) | Plus: Fair Value of Equity Awards that were Granted and Vested in the Same Year at Vesting Date($) | Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($) | Less: Year End Fair Value of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions($) | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($) | | | 2025 | 741,441 | — | — | (17,875) | — | (30,869) | (36,309) | 7,766 | 664,154 | | 2024 | 856,467 | (221,200) | 224,290 | (13,916) | — | (3,306) | — | 51,817 | 894,152 | | 2023 | 596,469 | (59,440) | 51,460 | (36,507) | — | 10,152 | — | 13,333 | 575,468 | | 2022 | 918,750 | (275,000) | 210,389 | (90,316) | — | (12,042) | — | 34,127 | 785,908 | | 2021 | 895,000 | (318,750) | 304,275 | — | 11,347 | 59,449 | — | 9,397 | 960,718 |

  30. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (4) Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measure period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. (5) We include a comparison against the Russell 2000 as disclosed in Part II Item 5 of our Annual Report on Form 10-K as of December 31, 2025. We use the Russell 2000 because it represents small cap market capitalization companies similar to us. We do not believe there is a published industry or line-of-business index, or a readily definable peer group of publicly traded companies, that provides a more meaningful comparison of the cumulative return of our common stock or that there is otherwise a reasonably identifiable peer group for purposes of such performance graphs as we ceased to be a business development company subject to the Investment Company Act of 1940 at the beginning of 2023. Pay versus Performance Tabular List. As described in the Compensation Discussion & Analysis above, our approach to compensation is designed to recognize both Company and the individual performance of our employees, promote long-term stock ownership, attract, retain and motivate talented officers and employees, while balancing risk and reward. The most important financial measures used by us to link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are: • performance against Board of Director approved Company budgets and financial metrics • achievement of growth of our after tax net income • growth of revenues in our non-bank subsidiaries • return on average assets (ROAA) • return on equity (ROE) • deposit growth at Newtek Bank and long-term competitive advantage Pay versus Performance Comparative Disclosure. While we utilize several performance measures to align our executive compensation with performance, the Pay versus Performance table above does not include each of those measures. We seek to incentivize long-term performance and therefore do not specifically align the Company’s performance measures with compensation that is actually paid for a particular year. The tables depict the relationship between the financial performance measures in the Pay versus Performance table above and the compensation actually paid to our CEO and, on average, to our other NEOs, for each the applicable years.

  31. Unranked Tabular List of the Company’s Most Important Financial Performance Measures

    Unranked Tabular List of the Company’s Most Important Financial Performance Measures The following is an unranked list of the most important financial performance measures used by the Company to evaluate compensation actually paid to the NEOs, for the year ended December 31, 2025, to Company performance: - growth in profitability and earnings per share; - growth in net assets; - cash dividends paid to our shareholders; and - growth in loans originated and growth in deposits at Newtek Bank.

  32. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following tables set forth the aggregate compensation earned by our NEOs during 2025 and the two previous years.

  33. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | | Barry Sloane, | 2025 | 1,000,000 | — | — | — | — | — | — | 1,000,000 | | Chief Executive Officer | 2024 | 700,000 | — | 146,000(2) | — | — | — | — | 846,000 | | | 2023 | 700,000 | — | — | — | — | — | — | 700,000 | | Peter Downs, (3) | 2025 | 750,000 | 100,000(5) | — | — | — | — | — | 850,000 | | President, Newtek Bank | 2024 | 700,000 | — | 255,000(4) | — | — | — | — | 955,000 | | | 2023 | 625,000 | 250,000(5) | — | — | — | — | — | 875,000 | | Michael Schwartz, | 2025 | 625,000 | 150,000(5) | — | — | — | — | — | 775,000 | | Chief Legal Officer | 2024 | 500,000 | 150,000(5) | 268,000(6) | — | — | — | — | 918,000 | | | 2023 | 450,000 | 250,000(5) | — | — | — | — | — | 700,000 | | Frank DeMaria, (7) | 2025 | 433,000 | 125,000(5) | — | — | — | — | — | 558,000 | | Chief Financial Officer | 2024 | 360,000 | 100,000(5) | 301,000(8) | — | — | — | — | 761,000 | | | 2023 | 300,000 | — | 99,000(8) | — | — | — | — | 399,000 | | Former 2025 NEOs | | | | | | | | | | | M. Scott Price, (9) | 2025 | 433,000 | 133,333(5) | — | — | — | — | — | 566,000 | | Former Chief Financial Officer | 2024 | 433,000 | 133,333(5) | 77,000(10) | — | — | — | — | 643,333 | | | 2023 | 426,400 | — | 300,000(10) | — | — | — | — | 726400 | | Nicolas Young, (11) | 2025 | 700,000 | 257,873(5) | — | — | — | — | — | 957,873 | | Former President, Newtek Bank | 2024 | 700,000 | 100,000(5) | 205,000(12) | — | — | — | — | 1,005,000 | | | 2023 | 650,000 | 100,000(5) | — | — | — | — | — | 750,000 |

  34. 2025 Summary Compensation Table

    ____________ (1) The value reported for in this column is the aggregate grant date fair value of stock awards granted to the NEOs, determined in accordance with FASB ASC Topic 718, using the valuation methodology for equity awards set forth in Note 20 - Benefit Plans included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) Received a grant of 11,532 shares of Restricted Stock in October 2024, that vested on October 15, 2025. (3) Mr. Downs was appointed President of Newtek Bank, effective April 22, 2025; was formerly Chief Lending Officer. (4) Received a grant of 9,944 shares of Restricted Stock in July 2024, that vested on July 15, 2025; and 10,297 shares of Restricted Stock in October 2024, that vested on October 15, 2025. (5) Discretionary cash bonus, paid in the period disclosed. (6) Received a grant of 9,944 shares of Restricted Stock in July 2024, that vested on July 15, 2025; and 11,326 shares of Restricted Stock in October 2024, that vested on October 15, 2025. (7) Mr. DeMaria was named Chief Financial Officer in April 2025; prior to that was Chief Accounting Officer. (8) Received a grant of 19,889 shares of Restricted Stock in July 2024, vesting on July 15, 2027; 4,119 shares of Restricted Stock in October 2024, that vested on October 15, 2025; and 6,215 shares of Restricted Stock in July 2023, vesting on July 15, 2026. (9) Mr. Price was Chief Financial Officer from May 2023 to April 2025; and from April 22, 2025 to December 2025, was the Chief Financial Officer of Newtek Bank. (10) Received a grant of 1,989 shares of Restricted Stock in July 2024, that vested on July 15, 2025; 4,119 shares of Restricted Stock in October 2024, that vested on October 15, 2025; and 18,645 shares of Restricted Stock in July 2023, vesting on July 15, 2026. (11) Mr. Young resigned as Newtek Bank’s President effective April 22, 2025. (12) Received a grant of 7,955 shares of Restricted Stock in July 2024; 8,237 shares of Restricted Stock in October 2024; and 9,416 shares of Restricted Stock in August 2022, each of which was forfeited upon his separation in 2025.

  35. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards There were no grants of plan-based awards to our NEOs for the year ended December 31, 2025.

  36. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End There were outstanding equity awards representing 298,890 shares of Restricted Stock as of December 31, 2025, including dividends paid on the outstanding equity awards in the form of additional shares of Restricted Stock, of which 103,755 were held by our NEOs. There were no outstanding option awards as of December 31, 2025. The following table sets forth information regarding outstanding shares of Restricted Stock held by our 2025 NEOs as of December 31, 2025:

  37. Outstanding Equity Awards at 2025 Year End

    | Name | Number of Shares or Units that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | | Barry Sloane(2) | 73,703 | $836,529 | | Peter Downs | — | $— | | Michael A Schwartz | — | $— | | Frank DeMaria(3) | 30,052 | $341,090 | | Former 2025 NEOs | | | | M. Scott Price(4) | — | $— | | Nicolas Young(5) | — | $— |

  38. Outstanding Equity Awards at 2025 Year End

    ____________ (1) Based on the closing price of our Common Shares of $11.35 on December 31, 2025. (2) Mr. Sloane received 61,652 shares of Restricted Stock granted in December 2022, plus accrued dividends, which vested on January 15, 2026. (3) Mr. DeMaria received 6,215 shares of Restricted Stock granted in July 2023, plus accrued dividends, vesting on July 15, 2026; and 19,889 shares of Restricted Stock granted in July 2024, plus accrued dividends, vesting on July 15, 2027. (4) Mr. Price ceased being an NEO in April 2025. (5) Mr. Young resigned as Newtek Bank’s President effective April 22, 2025.

  39. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested No options were exercised in 2025. The number of shares of Restricted Stock held by the NEOs that vested in the fiscal year ended December 31, 2025 are set forth in the table below.

  40. 2025 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(7) | | Barry Sloane(1) | — | — | 71,365 | $850,788 | | Peter Downs(2) | — | — | 43,890 | $511,664 | | Michael A. Schwartz(3) | — | — | 40,564 | $470,186 | | Frank DeMaria(4) | — | — | 4,404 | $48,532 | | Former 2025 NEOs | | | | | | M. Scott Price(5) | — | — | 6,553 | $72,988 | | Nicolas Young(6) | — | — | — | $— |

  41. 2025 Options Exercised and Stock Vested

    (1) Mr. Sloane received Restricted Stock awards of 47,081 Common Shares in August 2022, plus accrued dividends, that vested on August 15, 2025; and 11,532 Common Shares in October 2024, plus accrued dividends, that vested on October 15, 2025. (2) Mr. Downs received Restricted Stock awards of 17,655 Common Shares in August 2022, plus accrued dividends, that vested on August 15, 2025; 9,944 Common Shares in July 2024, plus accrued dividends, that vested on July 15, 2025; and 10,297 Common Shares in October 2024, plus accrued dividends, that vested on October 15, 2025. (3) Mr. Schwartz received Restricted Stock awards of 14,124 Common Shares in August 2022, plus accrued dividends, that vested on August 15, 2025; 9,944 Common Shares in July 2024, plus accrued dividends, that vested on July 15, 2025; and 11,326 Common Shares in October 2024, plus accrued dividends, that vested on October 15, 2025. (4) Mr. DeMaria received a Restricted Stock award of 4,119 Common Shares in October 2024, plus accrued dividends, that vested on October 15, 2025. (5) Mr. Price received Restricted Stock awards of 1,989 Common Shares in July 2024, plus accrued dividends, that vested on July 15, 2025; and 4,119 Common Shares in October 2024, plus accrued dividends, that vested on October 15, 2025. (6) Mr. Young received an award of 7,955 Restricted Stock in July 2024 and 8,237 Restricted Stock in October 2024, each of which were forfeited upon his separation in 2025. (7) Based on the closing price of our Common Shares of $11.38, $12.11 and $11.02 on July 15, 2025, August 15, 2025 and October 15, 2025, respectively.

  42. Employment Agreements

    Employment Agreements The Company entered into individual employment agreements with the following NEOs during 2025 (each, a “2025 Employment Agreement” and collectively, the “2025 Employment Agreements”): • Barry Sloane, as Chairman, Chief Executive Officer and President; • Peter Downs, as President of Newtek Bank; • Michael Schwartz, as Chief Legal Officer and Corporate Secretary; and • Frank DeMaria, as Chief Financial Officer. Generally, under the 2025 Employment Agreements, Messrs. Sloane, DeMaria, Downs and Schwartz were entitled to a set base compensation, cash bonuses pursuant to the Company’s annual cash bonus plan or by the action of the Board of Directors, and equity incentive compensation at the discretion of the Nominating Committee. In addition, Messrs. Sloane, DeMaria, Downs, Schwartz and Price were entitled to other benefits, such as participation in retirement and medical and other plans, executive benefits, and paid time off available to all employees of the Company. The 2025 Employment Agreements also provided for severance payments in the case of termination without just cause, as defined therein, or of resignation with good reason, as defined therein, and, in the cases of Messrs. Sloane, Downs and Schwartz, payment if their 2025 Employment Agreements were not renewed for other than just cause, as described in greater detail below. Under the 2025 Employment Agreements, during the term of their employment, Messrs. Sloane, DeMaria, Downs and Schwartz agreed to devote substantially all of their business time to the Company and to not engage in any business or activity contrary to the business or affairs of the Company. The Company agreed to indemnify Messrs. Sloane, DeMaria, Downs and Schwartz for any and all loss, expenses, or liability that he may incur as a result of their services for the Company to the extent permitted by the Company’s Bylaws. On January 1, 2025, the Company and Mr. Sloane entered into an amendment to Mr. Sloane’s 2024 employment agreement, pursuant to which Mr. Sloane’s annual base compensation was increased to $1.0 million and the term of the 2024 employment agreement was extended through March 31, 2026. The other terms and conditions of Mr. Sloane’s 2024 employment agreement were unchanged, including at least one annual salary review by the Board of Directors; participation in any discretionary bonus plan established for senior executives; and retirement and medical plans, customary fringe benefits, paid time off and sick leave. On April 1, 2026, Mr. Sloanes’s 2025 Employment Agreement was renewed for a 12 month term, with no changes to the terms and conditions of his 2025 Employment Agreement. Effective as of April 22, 2025, Mr. Downs entered into an employment agreement with Newtek Bank pursuant to which he serves as President, for a term through March 31, 2026, at an annual base salary of $750,000. Mr. Downs’ 2025 Employment Agreement also provided for at least one annual salary review by the Board of Directors; participation in any discretionary bonus plan established for senior executives; and retirement and medical plans, customary fringe benefits, paid time off and sick leave. On April 1, 2026, Mr. Down’s 2025 Employment Agreement was renewed for a 12 month term, and provides for a Non-renewal Payment equal to one year of base compensation; the other terms and conditions of the Mr. Downs 2025 Employment Agreement were unchanged. Mr. Schwartz’s 2025 Employment Agreement provided for a twelve-month term through March 31, 2026 at an annual base salary of $625,000; at least one annual salary review by the Board of Directors; participation in any discretionary bonus plan established for senior executives; and retirement and medical plans, customary fringe benefits, paid time off and sick leave. On April 1, 2026, Mr. Schwartz’ 2025 Employment Agreement was renewed for a 12 month term, and provides for a Non-renewal Payment equal to one year of base compensation; the other terms and conditions of the Mr. Schwartz’ 2025 Employment Agreement were unchanged. Mr. DeMaria entered into an employment agreement as of April 22, 2025, to serve as the Company’s Chief Financial Officer, for a term through March 31, 2026, at an annual base salary of $433,000; at least one annual salary review by the Board of Directors; participation in any discretionary bonus plan established for senior executives; and retirement and medical plans, customary fringe benefits, paid time off and sick leave. On April 1, 2026, Mr. DeMaria’s 2025 Employment Agreement was renewed for a 12 month term, and provides for a Non-renewal Payment equal to one year of base compensation; the other terms and conditions of the Mr. DeMaria’s 2025 Employment Agreement were unchanged. Each 2025 Employment Agreement contained a non-competition provision that required Messrs. Sloane, DeMaria, Schwartz and Downs to devote substantially their full business time and efforts to the performance of their duties under their 2025 Employment Agreements. Messrs. Sloane, DeMaria, Schwartz and Downs are not prohibited, however, from serving on the boards of directors of, and holding offices or positions in, companies or organizations which, in the opinion of the Board of Directors, will not present conflicts of interest with the Company, or investing in any business dissimilar from the Company’s or, solely as a passive or minority investor, in any business.

  43. Payments upon Change of Control, Non-renewal or Termination

    Payments upon Change of Control, Non-renewal or Termination Mr. Sloane’s 2025 Employment Agreement provided for a payment in the event of non-renewal of his employment in an amount equal to one (1) times the sum of his annual base compensation in effect at the time of termination plus any cash bonus paid with respect to the preceding fiscal year, or in the case of a change of control or termination other than for just cause, an amount equal to two (2) times the sum of the his annual base salary in effect at the time of termination, plus the amount of any cash bonus paid with respect to the immediately preceding fiscal year. In addition, in the case of termination other than for just cause, all outstanding and unvested equity awards were to be accelerated in full. Messrs. Downs’ and Schwartz’ 2025 Employment Agreements provided for a payment in the case of: (i) termination other than for just cause, equal to one (1) times the sum of their current annual base compensation plus any cash bonuses paid with respect to the immediately preceding fiscal year; and (ii) non-renewal of their employment agreements, amounts equal to 50% of the sum of their respective current annual base compensation plus any cash bonus paid with respect to the immediately preceding fiscal year. In addition, Messrs. Downs and Schwartz entered into change in control agreements with the Company, which provide for severance payments in the event of a termination following a change in control, equal to 1.15 times their respective annual base compensation in effect at the time of termination plus any cash bonus paid with respect to the immediately preceding fiscal year. In addition, in the case of termination other than for cause, or non-renewal or change in control, all outstanding and unvested equity awards are to be accelerated in full. Mr. DeMaria entered into change in control agreement with the Company, which provides for severance payment in the event of a termination following a change in control equal to 1.15 times his annual base compensation in effect at the time of termination. In addition, in the case of termination other than for cause, or non-renewal or change in control, his 2025 Employment Agreement provided that all outstanding and unvested equity awards were to be accelerated in full. In addition, Mr. DeMaria’s 2025 Employment Agreement provided for a payment in the case of termination other than for just cause, equal to .50 times his current annual base compensation in effect at the time of termination. Under each of the 2025 Employment Agreements, the Company could terminate Messrs. Sloane’s, DeMaria’s, Schwartz’ or Downs’ employment for “just cause” as defined in the respective 2025 Employment Agreement, and upon the termination, no severance benefits are available. If Messrs. Sloane, DeMaria, Schwartz or Downs voluntarily terminated his 2025 Employment Agreement for “good reason” as defined in their 2025 Employment Agreements, the executive would have been entitled to the same payment as in the case of termination other than for cause. If the executive’s employment terminated during the term of the agreement due to death or disability, the executive would receive his compensation and executive benefits up to the date of executive’s last day of employment, and all outstanding and unvested equity awards were to be accelerated in full. The executive is able to terminate voluntarily his agreement by providing prior written notice to the Board of Directors, in which case the executive is entitled to receive only his compensation, vested rights and benefits up to the date of termination. The 2026 employment agreements with Mr. Downs, Mr. Schwartz and Mr. DeMaria provide for a Non-renewal Payment equal to one year of base compensation if the respective 2026 employment agreements are not renewed.

  44. Post Termination Payments

    | | Post Termination Payments | | | | Name | Change in Control | Non-Renewal | Termination without cause | | Barry Sloane(1) | $2,836,529 | $1,836,529 | $2,836,529 | | Peter Downs(2)(3) | $977,500 | $425,000 | $850,000 | | Michael Schwartz(2)(3) | $891,250 | $387,500 | $775,000 | | Frank DeMaria(4) | $497,950 | $— | $216,500 |

  45. Post Termination Payments

    (1)In the event of the termination without cause or non-renewal, NEO would receive the first $500,000 of the payment in a lump sum within 30 days after termination, with the remaining amount of the payment paid in equal installments over a six month period following non-renewal or termination. (2)In the event of termination without cause, NEO would receive the termination without cause payment in equal installments over a 12 month period following termination of employment. (3)In the event of the non-renewal of NEO’s employment agreement, NEO would receive the non-renewal payment in equal installments over the six month period following the non-renewal of the employment agreement. (4)In the event of termination without cause, NEO would receive the termination without cause payment in equal installments over a six month period following termination of employment.

  46. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company did not have any nonqualified deferred compensation in the year ended December 31, 2025.

  47. Pension Benefits

    Pension Benefits The Company had no obligation under pension benefit plans to the NEOs as of December 31, 2025.

  48. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2025.

  49. Equity Compensation Plan Information

    | | Number of Securities to Be Issued Upon Exercise of Outstanding Stock Awards, Warrants and Rights | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Plan Category | | | | | Equity Compensation Plans Approved by Security Holders | 275,779 shares(1) | ─ | 1,783,940 shares(2) | | Equity Compensation Plans Not Approved by Security Holders | ─ | ─ | ─ |

  50. Equity Compensation Plan Information

    ____________ (1) Represents 200,814 shares of Restricted Stock granted under the 2023 Stock Plan and 74,965 shares of Restricted Stock granted under the 2015 Stock Plan. (2) Represents 1,783,940 Common Shares available for issuance pursuant to the 2023 Stock Plan. No securities remain available for future issuance under the 2015 Stock Plan as the Nominating Committee terminated the 2015 Stock Plan on April 26, 2023. THE BOARD OF DIRECTORS BELIEVES THAT A VOTE FOR THE PROPOSAL TO ELECT EACH OF THE DIRECTORS OF THE COMPANY AS DESCRIBED ABOVE IS IN THE BEST INTEREST OF OUR SHAREHOLDERS AND RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTORS INCLUDED IN SUCH PROPOSAL