{"schema_version":"secwatch.filing_event.v1","accession":"0000038723-25-000149","form_type":"8-K","ticker":null,"cik":"0000038723","company_name":"1st FRANKLIN FINANCIAL CORP","filed_at":"2025-12-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.771207+00:00","generated_at":"2026-05-16T12:10:58.937823+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"1st Franklin Financial issues $18.7M subordinated notes to related parties, amends BMO credit facility","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000038723-25-000149","json":"https://secwatch.observer/filing/0000038723-25-000149.json","markdown":"https://secwatch.observer/filing/0000038723-25-000149.md","text":"https://secwatch.observer/filing/0000038723-25-000149.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/38723/000003872325000149/0000038723-25-000149-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/38723/000003872325000149/na-20251223.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:10:58.937823+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c8bcef771ecfc87b2d3dfcb3eb63804b7e40b332","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/38723/000003872325000149/0000038723-25-000149-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$18.7 million aggregate principal amount"},{"label":"Counterparty","value":"Virginia C. Barrett, Ben F. Cheek, IV, and David Cheek"},{"label":"Rate","value":"6.5% per annum"},{"label":"Maturity","value":"June 6, 2028"},{"label":"Event","value":"incurrence"}]},{"claim_id":"1ccf4ddc95801af9cc9b45d960405969e467966f","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/38723/000003872325000149/0000038723-25-000149-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Virginia C. Barrett, Ben F. Cheek, IV, and David Cheek"},{"label":"Value","value":"$18.7 million aggregate principal amount"},{"label":"Effective","value":"2025-12-23"}]},{"claim_id":"f1fa3dec1bb04610669583d81b076676128421ae","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/38723/000003872325000149/0000038723-25-000149-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"BMO Bank N.A. and other financial institutions"},{"label":"Value","value":"Amendment to Loan Agreement; no direct value specified"},{"label":"Effective","value":"2025-12-23"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}