1st Franklin Financial issues $18.7M subordinated notes to related parties, amends BMO credit facility

1st FRANKLIN FINANCIAL CORP

Issued $18.7M aggregate subordinated notes at 6.5% to CEO and directors; proceeds used to redeem equivalent commercial paper held by same parties.
Amended Loan and Security Agreement with BMO Bank N.A. to include Qualifying Subordinated Debt in adjusted tangible net worth and Funded Debt ratio.
Subordinated notes mature June 6, 2028; no principal payment required until six months after facility maturity.
Amendment permits incurrence and payments on Qualifying Subordinated Debt; other lenders consented to changes.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

1st FRANKLIN FINANCIAL CORP incurred senior notes of $18.7 million aggregate principal amount with Virginia C. Barrett, Ben F. Cheek, IV, and David Cheek at 6.5% per annum maturing June 6, 2028.

Instrument: senior notes
Principal: $18.7 million aggregate principal amount
Counterparty: Virginia C. Barrett, Ben F. Cheek, IV, and David Cheek
Rate: 6.5% per annum
Maturity: June 6, 2028
Event: incurrence

Exact text from the filing

On December 23, 2025, the Company issued $18.7 million aggregate principal amount of subordinated notes (the "Subordinated Notes"), which constitutes Qualifying Subordinated Debt for purposes of the Amended Loan Agreement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

1st FRANKLIN FINANCIAL CORP entered into Subordinated Notes with Virginia C. Barrett, Ben F. Cheek, IV, and David Cheek valued at $18.7 million aggregate principal amount (effective 2025-12-23).

Action: entry
Agreement: notes offering
Counterparty: Virginia C. Barrett, Ben F. Cheek, IV, and David Cheek
Value: $18.7 million aggregate principal amount
Effective: 2025-12-23

Exact text from the filing

On December 23, 2025, the Company issued $18.7 million aggregate principal amount of subordinated notes (the “Subordinated Notes”), which constitutes Qualifying Subordinated Debt for purposes of the Amended Loan Agreement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

1st FRANKLIN FINANCIAL CORP amended First Amendment to Loan and Security Agreement with BMO Bank N.A. and other financial institutions valued at Amendment to Loan Agreement; no direct value specified (effective 2025-12-23).

Action: amendment
Agreement: credit facility
Counterparty: BMO Bank N.A. and other financial institutions
Value: Amendment to Loan Agreement; no direct value specified
Effective: 2025-12-23

Exact text from the filing

On December 23, 2025, 1st Franklin Financial Corporation (the “Company”) entered into a First Amendment to Loan and Security Agreement (the “First Amendment”), which amended the Loan and Security Agreement dated as of December 6, 2024 (the “Loan Agreement,” and as amended by the First Amendment, the “Amended Loan Agreement”), by and among the Company, the guarantors party thereto, BMO Bank N.A. (“BMO”), as agent for the lenders and a lender, and the other financial institutions from time to time party thereto.

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Source: SEC EDGAR

accession 0000038723-25-000149

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