UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~December~~April 231, ~~2025~~2026

1st FRANKLIN FINANCIAL CORPORATION

(Exact name of Registrant, as specified in its charter)

Georgia

2-27985

58-0521233

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

Mailing address: 135 East Tugalo Street, P.O. Box 880, Toccoa, GA 30577

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (706) 886-7571

Former name or address, if changed since last report: n/a

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 – ~~Entry~~Departure ~~into~~of ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~First~~On ~~Amendment~~March 24, 2026, the board of directors (the “Board”) of 1st Franklin Financial Corporation appointed Sharon Mancero to ~~Loan~~serve as a member of the Board, effective April 1, 2026. The Board has also appointed Ms. Mancero to serve as a member of the Audit Committee of the Board and ~~Security~~has ~~Agreement~~determined that Ms. Mancero qualifies as an independent director under the listing standards of the Nasdaq Stock Market LLC.

OnSharon ~~December 23,~~Mancero ~~2025,~~is ~~1st~~the ~~Franklin~~Principal ~~Financial~~of ~~Corporation~~M2 ~~(the~~Advisory ~~“Company”)~~Group, ~~entered~~LLC, ~~into~~ a ~~First~~firm ~~Amendment~~she tofounded ~~Loan~~in ~~and~~January ~~Security~~2025 ~~Agreement~~to ~~(the~~provide ~~“First~~executive-level ~~Amendment”),~~advisory ~~which~~services ~~amended~~to ~~the~~consumer ~~Loan~~finance ~~and~~organizations ~~Security~~addressing ~~Agreement~~evolving ~~dated~~challenges asin ofrisk ~~December 6~~management, ~~2024~~data ~~(the “Loan Agreement~~governance,” and ascapital ~~amended~~strategies. byPrior ~~the~~to ~~First~~founding ~~Amendment,~~M2 ~~the~~Advisory ~~“Amended Loan Agreement”)~~Group, byMs. ~~and~~Mancero ~~among~~spent ~~the~~more ~~Company,~~than ~~the~~30 ~~guarantors~~years ~~party~~at ~~thereto,~~Wells ~~BMO~~Fargo Bank, N.A. ~~(“BMO”)~~, asprimarily ~~agent~~within ~~for~~ the ~~lenders~~Asset-Backed ~~and~~Finance ~~a lender~~group, ~~and~~where ~~the~~she ~~other~~focused ~~financial~~on ~~institutions~~providing ~~from~~senior ~~time~~lending facilities to ~~time~~consumer ~~party~~finance ~~thereto~~companies across the U.S. ~~Capitalized~~and ~~terms~~Canada. ~~used~~In ~~but~~that ~~not~~role, ~~otherwise~~she ~~defined~~was ~~herein~~responsible ~~shall~~for ~~have~~market ~~the~~and ~~meanings~~business ~~given~~development, tocultivating ~~such~~strategic ~~terms~~relationships inwith ~~the~~national ~~Amended~~brands, ~~Loan~~and ~~Agreement~~developing new lending channels and programs for consumer finance assets.

~~The~~Ms. ~~First~~Mancero ~~Amendment,~~has ~~among~~also ~~other~~held ~~things,~~leadership ~~amends~~roles ~~the~~in ~~definition~~several ofindustry ~~Adjusted~~organizations. ~~Tangible~~She ~~Net~~served ~~Worth~~in ~~under~~board ~~the~~positions ~~Loan~~as ~~Agreement~~Vice toPresident ~~add~~and toPresident ~~such~~for ~~amount~~National ~~the~~Automotive ~~amount~~Finance ofAssociation ~~any Qualifying Subordinated Debt then outstanding. “Qualifying Subordinated Debt” means any indebtedness of the Company that~~ (iNAF) ~~is unsecured~~ and isVice ~~not~~Chair ~~guaranteed,~~and ~~(ii)~~Chairperson ~~is subordinated in right~~ of ~~payment~~American toFinancial ~~the~~Services ~~Company’s~~Association ~~obligations under the Amended Loan Agreement and~~ (~~iii~~AFSA) ~~does not require the payment of principal thereon earlier than the date that is six months following the maturity date of the Amended Loan Agreement~~. ~~The~~She ~~First~~has ~~Amendment~~ also ~~amends~~served ~~the definition of Funded Debt to Adjusted Tangible Net Worth Ratio under the Loan Agreement to,~~ as ofVice ~~any~~President ~~date~~and ~~of determination~~President, ~~subtract~~on the ~~amount~~board of ~~any~~directors ~~Qualifying~~of ~~Subordinated~~a ~~Debt~~private ~~outstanding~~community ~~from~~in ~~the~~Iowa ~~amount~~for ofover ~~Funded~~a ~~Debt as of such date~~decade. ~~Further~~Most recently, ~~the~~she ~~First~~provided ~~Amendment~~consulting ~~amends~~services ~~other~~as ~~provisions~~a ofManaging ~~the~~Director ~~Loan~~at ~~Agreement~~Agora ~~necessary to permit the Company to incur~~Data, ~~and make payments on~~Inc., ~~any~~where ~~Qualifying~~she ~~Subordinated~~led ~~Debt~~strategic initiatives.

The foregoing description of the First Amendment is only a summary and is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Subordinated Notes

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. The Subordinated Notes bear interest at a rate of 6.5% per annum, payable monthly in arrears, and mature on June 6, 2028. The Subordinated Notes were issued to Virginia C. Barrett, the Company’s President and Chief Executive Officer and a director, Ben F. Cheek, IV, a director, and David Cheek, a director (collectively, the “Related Parties”). All of the Company’s voting common stock is held by the Related Parties. Concurrently with the issuance and sale of the Subordinated Notes, and as consideration therefor, an equal aggregate principal amount of the Company’s commercial paper previously issued to and held by the Related Parties was deemed redeemed in full and without penalty.

The foregoing description of the Subordinated Notes is only a summary and is qualified in its entirety by reference to the Form of Subordinated Note, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under the Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
10.1			First Amendment to Loan and Security Agreement, dated as of December 23, 2025, by and among 1st Franklin Financial Corporation, the guarantors party thereto, BMO Bank N.A., as agent, and the other financial institutions party thereto.
10.2			Form of Subordinated Note.
104			Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




			By:			/s/ Jenna C. Hood
			Name:			Jenna C. Hood
			Title:			Executive Vice President and Chief Financial Officer

Date: ~~December~~April 296, ~~2025~~2026

Filing Compare · 1st FRANKLIN FINANCIAL CORP