Current Report · Items 1.01, 2.03, 7.01, 8.01, 9.01 · 8-K
Hanmi Financial Corporation
HAFCNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure · Other Events
Item 1.01 Entry into a Material Definitive Agreement On July 30, 2026, Hanmi Financial Corporation (the “Company”), the holding company for Hanmi Bank, a California state-chartered bank (the “Bank”), entered into Subordinated Note Purchase Agreements (collectively, the “Agreements”) with certain qualified institutional buyers and institutional accredited investors (the “Purchasers”) and, pursuant…
Filed Jul 31, 2026Accepted Jul 30, 2026, 5:48 PM EDTCIK 1109242Accession 0001193125-26-326406
Company context
Headquartered in Los Angeles, California, Hanmi Financial Corporation owns Hanmi Bank, which serves multi-ethnic communities through its network of 32 full-service branches, five loan production offices and three loan centers in California, Texas, Illinois, Virginia, New Jersey, New York, Colorado, Washington and Georgia. Hanmi Bank specializes in real estate, commercial, SBA and trade finance lending to small and middle market businesses. Additional information is available at www.hanmi.com.
Current securities
Disclosure sections
Items 1.01, 2.03, 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
On July 30, 2026, Hanmi Financial Corporation (the “Company”), the holding company for Hanmi Bank, a California state-chartered bank (the “Bank”), entered into Subordinated Note Purchase Agreements (collectively, the “Agreements”) with certain qualified institutional buyers and institutional accredited investors (the “Purchasers”) and, pursuant to the Agreements, issued to the Purchasers $55.0 million in aggregate principal amount of the Company’s 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes were offered and sold in a private placement in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.
The Company intends to use the net proceeds from the issuance and sale of the Notes to redeem its currently outstanding 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031 in an aggregate payment amount of $110.0 million (the “2031 Notes”) and for general corporate purposes. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.
The Notes, which mature on July 31, 2036, bear interest at a fixed annual rate of 6.50% for the period up to, but excluding, July 31, 2031 (the “Fixed Interest Rate Period”). From and including July 31, 2031 until maturity or redemption (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current Three-Month Term SOFR, plus 234 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date. Thereafter, the Notes are redeemable by the Company on July 31, 2031 and any subsequent interest payment date.
The Agreements and Notes contain customary subordination provisions, representations and warranties, covenants, and events of default.
The foregoing description of the Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Agreements and the form of the Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The discussion under Item 1.01 is incorporated by reference into this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.1.
The information furnished in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On July 30, 2026, the Company provided notice to the trustee to redeem all $110.0 million of the outstanding principal amount of the 2031 Notes. The redemption price for the 2031 Notes will equal 100% of the aggregate principal amount of the 2031 Notes, plus accrued and unpaid interest to, but excluding the redemption date. The redemption is expected to occur on or about September 1, 2026.
On July 30, 2026, the Company issued a press release announcing the completion of the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act, and the Private Securities Litigation Reform Act of 1995. The Company intends its forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in this Current Report on Form 8-K. All statements regarding the Company’s expected financial position and operating results, the Company’s business strategy, the Company’s financial plans, forecasted demographic and economic trends relating to the Company’s industry and similar matters are forward-looking statements. These statements can sometimes be identified by the Company’s use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend.” The Company cannot guarantee that its expectations in such forward-looking statements will turn out to be correct. The Company’s actual results could be materially different from expectations because of various factors, including changes in economic conditions or interest rates, credit risk, inflation, tariffs, cybersecurity risks, changes in FDIC assessments, bank failures, difficulties in managing the Company’s growth, competition, changes in law or the regulatory environment, and changes in general business and economic trends. Information concerning these and other factors, including Risk Factors, can be found in the Company’s periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1A. Risk Factors” in the Company’s 2025 Annual Report on Form 10-K. The Company does not undertake, and specifically disclaims, any obligation to publicly revise any
forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law. Accordingly, you should not place undue reliance on forward-looking statements.
Filed exhibits (3)
EX-4.1 (by filename) d170447dex41.htmEX-4.1
2
d170447dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
FORM OF GLOBAL SUBORDINATED NOTE
HANMI FINANCIAL CORPORATION
6.50% Fixed-to-Floating Rate Subordinated Note due 2036
THIS OBLIGATION (THIS “ NOTE ”) IS NOT A DEPOSIT, IS NOT AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION, AND IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “ FDIC ”) OR ANY OTHER GOVERNMENT AGENCY OR FUND.
THE INDEBTEDNESS EVIDENCED BY
THIS NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDITORS (OTHER THAN CREDITORS OF EXISTING OR FUTURE SUBORDINATED DEBT) OF HANMI FINANCIAL CORPORATION (THE “ISSUER”), INCLUDING OBLIGATIONS OF THE ISSUER
TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE ISSUER OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION, ALL CREDITORS OF THE ISSUER (OTHER THAN CREDITORS OF EXISTING
AND FUTURE SUBORDINATED INDEBTEDNESS OF THE ISSUER) SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS NOTE. AFTER PAYMENT IN FULL OF ALL
SUMS OWING TO SUCH CREDITORS, THE HOL…
Open exhibit ↗EX-99.1 (by filename) d170447dex991.htmEX-99.1
4
d170447dex991.htm
EX-99.1
EX-99.1
California | Colorado | Georgia |
Illinois | New Jersey | New York | Texas | Virginia | Washington Fixed Income Presentation July 2026 NASDAQ | HAFC Exhibit 99.1
TABLE OF CONTENTS TERMS OF THE
PROPOSED OFFERING HANMI FINANCIAL CORPORATION OVERVIEW 2Q26 PERFORMANCE RESULTS BALANCE SHEET COMPOSITION AND TRENDS ASSET QUALITY CAPITAL AND LIQUIDITY NON-GAAP RECONCILIATION 6 8 12 20 27 33 40
FORWARD-LOOKING STATEMENTS Hanmi
Financial Corporation (the “Company”) cautions investors that any statements contained herein that are not historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including, but not limited to, those statements regarding operating performance, financial position, financial results and liquidity, business strategies, regulatory, economic and competitive outlook,
investment and expenditure plans, capital and financing needs and availability, litigation, plans and objectives, merger or sale activity, and all other forecasts and statements of expectation or assumption underlying any of the foregoing. These
statements involv…
Open exhibit ↗EX-99.2 (by filename) d170447dex992.htmEX-99.2
5
d170447dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
NEWS RELEASE
Hanmi Announces
Completion of $55.0 Million Subordinated Debt Offering
LOS ANGELES - July 30, 2026 - Hanmi Financial Corporation
(NASDAQ: HAFC, or the “Company”), the parent company of Hanmi Bank (the “Bank”), today announced the closing of a $55.0 million private placement of fixed-to-floating rate subordinated notes. The Company plans to use the net proceeds to redeem its outstanding $110.0 million of callable subordinated notes and for
general corporate purposes.
The notes have a maturity date of July 31, 2036, and carry a fixed rate of interest of 6.50% for the first five years.
Thereafter, the notes will pay interest at a floating rate, reset quarterly, equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 234 basis points. The notes may be redeemed at the option of the Company,
without penalty, on July 31, 2031 and any interest payment date thereafter, or earlier upon certain specified events. The notes have been structured to qualify as Tier 2 capital for regulatory purposes.
D.A. Davidson & Co. served as sole placement agent for the private offering. The Company wa…
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