1st FRANKLIN FINANCIAL CORP Filed Non-offering registration

What the company does

1st Franklin Financial Corporation is a privately-held Georgia corporation headquartered in Toccoa, Georgia, that has been engaged in the consumer finance business since 1941, primarily making consumer loans to individuals for personal or family needs in relatively small amounts with maturities of approximately 2 years. The Company historically extended real estate loans but discontinued origination of real estate loans beginning in 2024, with that portfolio currently in runoff. The Company also purchases sales finance contracts from various dealers, operates 374 branch locations across ten southern states as of December 31, 2025, and derives the majority of its revenues from finance charges earned on loans outstanding.

Use of proceeds

Net proceeds from sales of the Debentures, after payment of applicable expenses, will be placed in the Company's general treasury. The Company expects to use the net proceeds for general corporate purposes, which may include repayment of indebtedness under any credit facility or repayment or redemption of outstanding senior or subordinated debt securities as they mature or as debtholders request redemption, and any proceeds not so used may be applied to making consumer finance loans, repaying bank borrowings or other debts, or for other general operating purposes.

Underwriters

Underwriters are not applicable to this non-offering registration.

Extracted from S-1 0000038723-26-000018, filed May 8, 2026 and verified against that filing text.

Key risk factors

• Suitability of investment

  “The Debentures may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional advisors prior to deciding whether to invest in Debentures.”

• No sinking fund, security, insurance or guarantee

  “Because the Debentures will have no sinking fund, security, insurance or guarantee, you may lose all or part of your investment in the Debentures if we do not have the necessary liquidity to pay amounts due under the Debentures.”

• Subordination to senior debt

  “Because the Debentures will be general, unsecured obligations and will be subordinate to substantially all of our other debt, the holders of such other debt will have priority over the Debenture holders to recover invested amounts in the event we are unable to meet all of our obligations.”

• Additional senior indebtedness

  “If we incur substantially more indebtedness that is senior to the Debentures, our ability to repay the amounts due under the Debentures may be impaired.”

• Limited Indenture protections

  “Because there are only limited restrictions on our activities under the Indenture governing the Debentures, you will have only limited protections under the Indenture.”

• Reinvestment risk from issuer redemption

  “Because we may redeem the Debentures at any time prior to maturity, you may be subject to reinvestment risk.”

• No public market for Debentures

  “No public market exists in which to transfer Debentures.”