Form 8-K
8-K — Primis Financial Corp.
Accession: 0001104659-26-086283
Filed: 2026-07-23
Period: 2026-07-23
CIK: 0001325670
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2621139d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2621139d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2621139d1_ex99-2.htm)
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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):
July 23, 2026
Primis Financial Corp.
(Exact Name of Registrant
as Specified in its Charter)
Virginia
001-33037
20-1417448
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)
1676
International Drive, Suite 900, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 893-7400
(Registrant's telephone number, including area
code)
Not Applicable
(Former name or former address,
if changed since last report)
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:
¨
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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
COMMON STOCK
FRST
NASDAQ
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 2.02. Results of Operations and Financial Condition.
On July 23, 2026, Primis Financial Corp. (“Primis” or the
“Company”) issued a press release announcing its financial results for the period ended June 30, 2026. A copy of the
press release is furnished and attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company has prepared presentation materials
(the “Investor Presentation”) that management intends to use from time to time hereafter in presentations about the Company’s
operations and performance. The Company may use the Investor Presentation, possibly with modifications, in presentations to current and
potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in
the Company and its business.
A copy of the Investor Presentation is furnished
as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. The Investor Presentation is also available on
the Company's website at www.primisbank.com. Materials on the Company’s website are not part of or incorporated by reference into
this report.
In accordance with General Instruction B.2 of
Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On July 23, 2026, Primis issued a press release
announcing the declaration of a dividend payable on August 21, 2026 to shareholders of record as of August 7, 2026. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated July 23, 2026
99.2 Primis Financial Corp. Second Quarter 2026 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
SIGNATURE
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.
Primis Financial Corp.
Date: July 23, 2026
By:
/s/ Matthew A. Switzer
Matthew A. Switzer
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2621139d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Primis Financial Corp. Reports Strong Results
for the Second Quarter of 2026
Declares Quarterly Cash Dividend of $0.10 Per
Share
For immediate release
Thursday, July 23, 2026
McLean, Virginia, July 23, 2026 – Primis
Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the
“Bank”), today reported net income available to common shareholders of $9.4 million, or $0.38 per diluted share, for the three
months ended June 30, 2026, compared to net income available to common shareholders of $2.4 million, or $0.10 per diluted share, for the
three months ended June 30, 2025. For the six months ended June 30, 2026, the Company reported net income available to common shareholders
of $16.7 million, or $0.68 per diluted share, compared to a net income available to common shareholders of $25.1 million, or $1.01 per
diluted share, for the six months ended June 30, 2025.
Q2 And Year-to-Date 2026 Accomplishments
The Company demonstrated strong profitability
in the second quarter and first half of 2026. Significant areas of improvement year-over-year are detailed in the chart below:
As of or for the Three Months
Ended June 30
As of or for the Six Months
Ended June 30
($ in millions except per share)
2026
2025
2026
2025
Net Income
$ 9.4
$ 2.4
$ 16.7
$ 25.1
Pre-Tax Pre-Provision Op. Net Income(1)
11.7
4.1
23.4
10.4
ROAA
0.90 %
0.26 %
0.83 %
1.36 %
Pre-Tax Pre-Provision Op. ROAA(1)
1.12
0.44
1.15
0.57
Net Interest Income
$ 33.8
$ 25.2
$ 65.8
$ 51.5
Net Interest Margin
3.45 %
2.86 %
3.44 %
3.00 %
Total Assets
$ 4,353
$ 3,872
$ 4,353
$ 3,872
Gross Loans HFI
3,466
3,131
3,466
3,131
Total Deposits
3,446
3,343
3,446
3,343
Average Earning Assets
$ 3,929
$ 3,532
$ 3,862
$ 3,466
Avg. NIB Deposits
566
467
550
457
Avg. NIB / Avg. Total Deposits
16.3 %
14.3 %
16.1 %
14.3 %
TCE / TA(1)
7.99 %
7.49 %
7.99 %
7.49 %
Tangible Book Value per Share(1)
$ 13.72
$ 11.48
$ 13.72
$ 11.48
Commenting on the results, Dennis J. Zember, Jr.,
President and Chief Executive Officer of the Company, stated, “We delivered another quarter of improving results and continued momentum. Our
ROA climbed to 0.90% in the second quarter, more than three times where it was a year ago. Just as noteworthy, NPAs declined
by 37% during the quarter and our allowance to NPAs increased to 73%. During the quarter, we recognized a pre-tax gain related
to the sale of Bearing Insurance totaling $5.9 million. We offset that gain with a provision for loan losses on a larger office
CRE loan and a $0.9 settlement on a nuisance lawsuit regarding mortgage recruiting.
1
Lastly, as discussed later in this press release,
we have identified substantial earnings enhancements related to our announcement to convert the entire bank to our digital, real-time
core. The total earnings impact of $6.1 million is equally centered on revenue and expense improvements and should be incrementally
in place beginning in the fourth quarter of 2026. This project will afford us another year of the superior operating leverage
that we have been demonstrating while putting the entire bank on the most sales focused real time core available in our industry.”
Division Updates
The second quarter of 2026 demonstrated continued
progress across the Company’s strategies to meet its growth and profitability goals in 2026. The following discussion highlights
recent progress for each of these strategies:
Core Community Bank
The Core Bank’s 24 banking offices in Virginia
and Maryland represent almost two-thirds of the Company’s total balance sheet. Management believes the Core Bank drives significant
value for the Company with a stable deposit base and strong core profitability:
· The Core Bank has low concentrations of investor
CRE (23% of total loans and only 188% of regulatory capital).
· Loan pipeline of $158 million as of June 30,
2026, up 28% from $123 million at March 31, 2026.
· Cost of deposits of 1.60% in the second quarter
of 2026 compared to 1.79% in the same quarter in 2025.
· Zero brokered deposits.
· A proprietary banking app for commercial depositors
that drives new sales independent of lending efforts in and around the Company’s footprint.
Approximately 21% of the core Bank’s deposit
base are noninterest bearing deposits, supported with what management believes is the region’s best and most unique technology including
the Bank’s proprietary V1BE service. Over $450 million of deposits have used the service, including over 80% of commercial clients.
Over $70 million of new deposit relationships have resulted directly from the V1BE offering.
Primis Mortgage
Primis Mortgage had closed mortgage volume of
$421 million in the second quarter of 2026, up 30% compared to the same quarter in 2025, in spite of significant macroeconomic headwinds
in the second quarter. Construction-to-permanent loan volume was $34 million in the second quarter of 2026 versus $26 million in the same
period in 2025. Pre-tax earnings related to Primis Mortgage were approximately $2.2 million for the second quarter of 2026, up substantially
from earnings of $0.1 million in the second quarter of 2025.
Mortgage Warehouse
Mortgage warehouse lending continued to show strong
growth in the second quarter of 2026. Outstanding loan balances at June 30, 2026 were $544 million, up 18% from $460 million at March
31, 2026 and up 195% from $185 million at June 30, 2025. Average loan balances were $426 million in the second quarter of 2026, up 24%
from $343 million in the first quarter of 2026 and up 226% from $131 million in the second quarter of 2025. Mortgage warehouse also funded
on average approximately 11% of its balance sheet with associated customer noninterest bearing deposit balances during the second quarter
of 2026.
Panacea Financial
Panacea’s growth remained strong through
the second quarter of 2026 with loans outstanding of $617 million, including loans held for sale, up 11% annualized compared to March
31, 2026. Panacea sold approximately $51 million of loans in the second quarter of 2026, including $41 million of loans classified as
held for sale at March 31, 2026, and had $33 million of loans classified as held for sale at June 30, 2026. Panacea loans held for investment
were $583 million at June 30, 2026, up 18% annualized from $559 million at March 31, 2026. At the end of the second quarter of 2026, Panacea
customer deposits totaled $169 million, up 52% from June 30, 2025. Panacea remains the number one ranked “Bank for doctors”
on Google and banks over 7,500 professionals and practices nationwide.
2
Digital Platform
Funding for the national strategies is provided
exclusively by the Bank’s digital platform powered by what the Bank believes is one of the safest and most functional deposit accounts
in the nation. Because of the scalability of the platform, there is significantly less pressure on the core Bank to provide this funding
and risk the profitable, decades old relationships with core customers.
The platform ended the second quarter of 2026
with approximately $1.0 billion of deposits with a cost of deposits of 3.79% compared to $1.1 billion at June 30, 2025 with a cost of
4.27%. The platform also successfully grew business accounts in 2026 with small business balances reaching $38 million at June 30, 2026,
up substantially from $16 million at December 31, 2025. These customers remain sticky with approximately 74% of our digital deposits banking
with Primis for at least three years.
Core Consolidation Initiative
In 2025, the Company announced its decision to
fully convert its core bank and all divisions onto its real-time, fully digital core that had served as the backbone of its successful
national deposit origination platform. Concurrent with that decision, management has been fully evaluating its products and
services as well as vendors and various contracts supporting both cores. Additional earnings improvements from this evaluation
are expected to begin late in 2026 and be fully implemented in early 2027. The improvements to earnings are on both the income
and expense side totaling $6.1 million and are comprised of the following:
· $3
million in revenue improvements resulting from consolidating account types and applying best practice fee solutions across all products
and services, expected to be in place by late 2026.
· $2.4
million in cost savings from consolidation of printing and statement services. Expected to be in place by January 2027.
· $0.7
million from the consolidation of contracts and other consulting services. Consolidation of these services is beginning in
4Q 2026 with the majority of the savings realized in the first quarter of 2027 and full realization expected by the end of the second
quarter of 2027.
In addition, we currently amortize approximately
$0.8 million per quarter of capitalized costs from the initial development of the digital platform. This amortization expense
is expected to end during the third quarter of 2027.
Net Interest Income
Net interest income in the second quarter of 2026
was $33.8 million, up 34.1%, versus $25.2 million in the second quarter of 2025. As noted above, the Company’s net interest margin
improved to 3.45% in the second quarter of 2026 compared to 2.86% in the same quarter of 2025 with the expansion driven by robust earning
asset growth funded at attractive incremental margins.
Yield on earnings assets in the second quarter
of 2026 increased three basis points and 34 basis points versus the first quarter of 2026 and second quarter of 2025, respectively. Yield
on investments increased 131 basis points year-over-year largely due to the portfolio restructuring in the fourth quarter of 2025.
Cost of deposits in the Bank have benefitted from
the focus on growing noninterest bearing deposit balances as well as the Core Bank’s management of interest expense. In the second
quarter of 2026, the Company reported cost of interest-bearing deposits of 2.69% compared to 2.94% in the same quarter in 2025. Cost of
funds was 2.46% in the second quarter of 2026, down 21 basis points from 2.67% in the second quarter of 2025.
Noninterest Income
Noninterest income was $22.0 million in the second
quarter of 2026 versus $13.6 million in the first quarter of 2026 and $18.0 million in the second quarter of 2025. The second quarter
of 2026 included a gain of $5.9 million from the liquidation of an insurance agency investment while the second quarter of 2025 included
a $7.5 million gain on the Company’s investment in Panacea Financial Holdings. Mortgage related income grew 44.3% to $11.4 million
in the second quarter of 2026 compared to $7.9 million in the same quarter in 2025. In 2026, the Company restructured its bank-owned life
insurance portfolio which improved noninterest income by approximately $1.2 million annually beginning late in the second quarter of 2026.
3
The Company reported gain on sale income of $1.6
million related to the sale of Panacea loans and the guaranteed portion of SBA loans in the second quarter of 2026 compared to no similar
gain on sale income in the second quarter of 2025. Approximately $237 thousand of the gain on sale income was attributable to the Core
Bank in the second quarter of 2026 with the remainder driven by the Panacea Division. The Company anticipates increasing SBA gain on sale
income to between $500 thousand to $600 thousand from the Core Bank beginning in the third quarter of 2026.
Noninterest Expense
Noninterest expense was $38.2 million for the
second quarter of 2026, compared to $31.9 million for the same quarter of 2025. The following table reflects the core operating expense
burden at the Company, net of mortgage related and Panacea division impacts.
($ in thousands)
2Q26
1Q26
4Q25
3Q25
2Q25
Reported Noninterest Expense
$ 38,207
$ 33,754
$ 42,164
$ 32,313
$ 31,942
Nonrecurring
-
-
(1,126 )
-
(232 )
Primis Mortgage Expenses
(11,526 )
(10,545 )
(10,048 )
(8,214 )
(8,514 )
Panacea Net Expense
(1,507 )
(1,040 )
(2,614 )
(2,100 )
(370 )
Consumer Program Servicing Fee
(300 )
(347 )
(391 )
(439 )
(518 )
Reserve for Unfunded Commitment
39
136
127
19
(18 )
Total Adjustments
(13,294 )
(11,796 )
(14,052 )
(10,734 )
(9,652 )
Core Operating Expense Burden
$ 24,913
$ 21,958
$ 28,112
$ 21,579
$ 22,290
Core operating expense burden, as defined above,
was $25 million in the second quarter of 2026 versus $22 million in both the first quarter of 2026 and second quarter of 2025. As previously
disclosed, the first and second quarters of 2026 include a full quarter of lease expense, net of reduced depreciation expense, of approximately
$1.4 million from the Company’s sale leaseback transaction executed in the fourth quarter of 2025. The second quarter of 2026 included
a number of discrete expenses including $1.1 million related to the settlement of a previously disclosed mortgage lawsuit, $0.4 million
increase of loan related expenses and $0.2 million higher marketing costs. There was also approximately $0.9 million cumulatively of smaller
expenses related to the Company’s recent shelf filing, BOLI exchange and core conversion project.
Lastly, the Company is also in the beginning stages
of deploying artificial intelligence tools and agents to drive ongoing productivity improvements in order to preserve operating leverage.
Loan Portfolio and Asset Quality
Loans held for investment increased to $3.5 billion
at June 30, 2026 compared to $3.4 billion at March 31, 2026 and $3.1 billion at June 30, 2025. Primary drivers in these levels include:
· Core Bank loans averaged approximately $2.0 billion
in the second quarter of 2026, flat from the first quarter of 2026
· Panacea Financial loans grew $24 million, or
4%, through the end of second quarter of 2026 to $583 million excluding loans held for sale at June 30, 2026.
· Mortgage warehouse outstandings increased significantly
to $544 million, or 18%, at the end of the second quarter of 2026 compared to $460 million at March 31, 2026.
· Mortgage portfolio loans generated by Primis
Mortgage grew to $140 million at June 30, 2026, up 15% from $122 million at March 31, 2026 and up 132% from $67 million at June 30, 2025.
· Loan balances associated with the consumer loan
program declined to $75 million at June 30, 2026, net of fair value discounts, compared to $113 million at June 30, 2025. Importantly,
loans in promotional periods with full deferral now represent an immaterial amount of the portfolio which is amortizing down over time.
Nonperforming assets, excluding portions guaranteed
by the SBA, improved to 1.45% of total assets at June 30, 2026 compared to 2.35% of total assets at March 31, 2026 and 1.90% at June 30,
2025. The Company has made significant progress reducing nonperforming assets with total nonperforming assets decreasing to $63 million
at June 30, 2026 from $100 million at March 31, 2026, representing a 37% reduction in the second quarter of 2026.
4
The Company recorded a provision for credit losses
of $5.5 million for the second quarter of 2026 compared to a provision for credit losses of $1.5 million for the first quarter of 2026
and $8.3 million for the second quarter of 2025. Approximately $5.3 million of the second quarter 2026 provision was related to specific
reserve additions for one nonaccrual credit. Absent this amount, improvements in specific reserve amounts largely offset provision amounts
related to portfolio growth and the consumer loan program. Core net charge-offs as a percentage of average loans were 53 basis points,
up 38 basis points from the same period a year ago and up 47 basis points from the first quarter of 2026. The increase in net charge-offs
was largely driven by one nonaccrual loan that was resolved in the second quarter of 2026. As a percentage of loans held for investment,
the allowance for credit losses was 1.33% at the end of the second quarter of 2026 compared to 1.47% at the end of the second quarter
of 2025.
Deposits and Funding
Total deposits at June 30, 2026 were $3.4 billion,
up $0.1 billion, or 3.1% when compared to the same period in 2025. Noninterest bearing demand deposits were $506 million at June 30, 2026,
an increase of 5.9% compared to balances at June 30, 2025. The Company had FHLB advances totaling $300 million outstanding at June 30,
2026, up from $25 million at December 31, 2025 and compared to no advances at June 30, 2025.
Taxes
Tax expense for the second quarter of 2026 was
$2.7 million. Included in this expense was $0.8 million of tax expense related to the Panacea Financial Holdings deconsolidation in 2025
offset by $0.8 million of benefit from the purchase of certain tax credits. The Company expects the effective tax rate to be approximately
22% for the rest of 2026.
Shareholders’ Equity
Tangible book value per common share(1)
at the end of the second quarter of 2026 was $13.72, an increase of $2.24, or 19.5%, from levels reported at June 30, 2025. Tangible common
equity(1) ended the second quarter of 2026 at $340.0 million, or 7.99% of tangible assets(1).
The Board of Directors declared a dividend of
$0.10 per share payable on August 21, 2026 to shareholders of record on August 7, 2026. This is Primis’ fifty-ninth consecutive
quarterly dividend.
About Primis Financial Corp.
As of June 30, 2026, Primis had $4.4 billion in
total assets, $3.5 billion in total loans held for investment and $3.4 billion in total deposits. Primis Bank provides a range of financial
services to individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and
provides services to customers through certain online and mobile applications.
Contacts:
Address:
Dennis J. Zember, Jr., President and CEO
Primis Financial Corp.
Matthew A. Switzer, EVP and CFO
1676 International Drive, Suite 900
Phone: (703) 893-7400
McLean, VA 22102
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com
Conference Call
The Company’s management will host a conference
call to discuss its second quarter results on Friday, July 24, 2026 at 10:00 a.m. (ET). A live webcast of the conference call is available
at the following website: https://events.q4inc.com/attendee/499443631. Participants may also call 1-833-461-5787, enter meeting
ID 499 443 631 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days using the webcast
link above.
5
Non-GAAP Measures
Statements included in this press release include
non-GAAP financial measures and should be read along with the accompanying tables. Primis uses non-GAAP financial measures to analyze
its performance. The measures entitled operating net income (loss) available to Primis' common shareholders; pre-tax pre-provision operating
earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average equity;
operating return on average tangible equity; operating efficiency ratio; operating earnings per share – basic; operating earnings
per share – diluted; core operating expense burden, tangible book value per share; tangible common equity; tangible common equity
to tangible assets; and core net interest margin are not measures recognized under GAAP and therefore are considered non-GAAP financial
measures. We use the term “operating” to describe a financial measure that excludes income or expense considered to be non-recurring
in nature. Items identified as non-operating are those that, when excluded from a reported financial measure, provide management or the
reader with a measure that may be more indicative of forward-looking trends in our business. A reconciliation of these non-GAAP financial
measures to the most comparable GAAP measures is provided when discussing the financial measure or in the Reconciliation of Non-GAAP Items
table.
Management believes that these non-GAAP financial
measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results,
financial strength and performance of Primis and provide meaningful comparison to its peers. Non-GAAP financial measures should not be
considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider
Primis’ performance and financial condition as reported under GAAP and all other relevant information when assessing the performance
or financial condition of Primis. Non-GAAP financial measures are not standardized and, therefore, it may not be possible to compare these
measures with other companies that present measures having the same or similar names.
Non-GAAP financial measures have limitations as
analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition
as reported under GAAP.
Forward-Looking Statements
This press release and certain of our other filings
with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning
of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can generally
be identified by such words as "may," "plan," "contemplate," "anticipate," "believe,"
"intend," "continue," "expect," "project," "predict," "estimate," "could,"
"should," "would," "will," and other similar words or expressions of the future or otherwise regarding the
outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in
general. These forward-looking statements include, but are not limited to, our expectations regarding our future operating and financial
performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment;
our outlook and long-term goals for future growth and new offerings and services; our expectations regarding net interest margin; expectations
on our growth strategy, expense management, capital management and future profitability; expectations on credit quality and performance;
and the assumptions underlying our expectations.
6
Prospective
investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown
risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from
the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are
based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant
risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that
might cause such differences include, but are not limited to: instability in global economic conditions and geopolitical matters; the
impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry,
nationally and within our primary market areas; adverse developments in borrower industries; changes in interest rates, inflation, loan
demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; the impact of tariffs, trade policies,
and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions
to supply chains, and decreased demand for other banking products and services); the Company’s ability to implement its various
strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, V1BE fulfillment
service, Mortgage Warehouse division and Primis Mortgage Company, as well as with respect to use and implementation of artificial intelligence;
competitive pressures among financial institutions increasing significantly (including as a result
of technological changes and the use of artificial intelligence); changes in applicable laws, rules, or regulations, including changes
to statutes, regulations or regulatory policies or practices; legislative, regulatory or supervisory actions related to so-called “de-banking,”
including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations,
or operational practices; changes in management’s plans for the future; credit risk associated with our lending activities; changes
in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other
legal and/or regulatory actions; potential impacts of adverse developments in the banking industry, including impacts on customer confidence,
deposit outflows, liquidity and the regulatory response thereto; potential increases in the provision for credit losses; our ability to
identify and address increased cybersecurity risks, including those impacting vendors and other second parties; fraud or misconduct by
internal or external actors, which we may not be able to prevent, detect or mitigate; acts of God or of war or other conflicts, civil
unrest, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; action or inaction by the
federal government, including as a result of any prolonged government shutdown; and other general competitive, economic, political, and
market factors, including those affecting our business, operations, pricing, products, or services.
Forward-looking statements speak only as of the
date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s
management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without
limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, under the captions “Cautionary Note Regarding Forward-Looking Statements”
and “Risk Factors,” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking
statements.
(1) Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information
and for a reconciliation to GAAP.
7
Primis Financial Corp.
Financial Highlights (unaudited)
(Dollars in thousands, except per share data)
For Three Months Ended:
For Six Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
2Q 2026
2Q 2025
Selected Performance Ratios:
Return on average assets
0.90 %
0.76 %
2.94 %
0.70 %
0.26 %
0.83 %
1.36 %
Operating return on average assets(1)
0.53 %
0.84 %
0.23 %
0.70 %
(0.34 )%
0.68 %
0.02 %
Pre-tax pre-provision return on average assets
1.68 %
1.20 %
3.84 %
0.89 %
1.20 %
1.44 %
2.23 %
Pre-tax pre-provision operating return on average assets(1)
1.12 %
1.20 %
0.39 %
0.89 %
0.44 %
1.15 %
0.57 %
Return on average common equity
8.71 %
7.24 %
29.46 %
7.13 %
2.57 %
7.84 %
13.96 %
Operating return on average common equity(1)
5.17 %
7.96 %
2.36 %
7.13 %
(3.40 )%
6.56 %
0.19 %
Operating return on average tangible common equity(1)
6.65 %
10.19 %
3.07 %
9.45 %
(4.51 )%
8.38 %
0.26 %
Cost of funds
2.46 %
2.46 %
2.52 %
2.62 %
2.67 %
2.46 %
2.67 %
Net interest margin
3.45 %
3.43 %
3.28 %
3.18 %
2.86 %
3.44 %
3.00 %
Gross loans to deposits
100.58 %
99.22 %
96.70 %
95.92 %
93.65 %
100.58 %
93.65 %
Efficiency ratio
68.48 %
73.97 %
52.14 %
78.81 %
73.92 %
70.95 %
63.25 %
Operating efficiency ratio(1)
76.51 %
73.97 %
91.05 %
78.81 %
88.67 %
70.95 %
90.27 %
Per Common Share Data:
Earnings per common share - Basic
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 0.10
$ 0.68
$ 1.01
Operating earnings per common share - Basic(1)
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ (0.13 )
$ 0.55
$ 0.01
Earnings per common share - Diluted
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 0.10
$ 0.68
$ 1.01
Operating earnings per common share - Diluted(1)
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ (0.13 )
$ 0.55
$ 0.01
Book value per common share
$ 17.49
$ 17.25
$ 17.12
$ 15.51
$ 15.27
$ 17.49
$ 15.27
Tangible book value per common share(1)
$ 13.72
$ 13.47
$ 13.34
$ 11.71
$ 11.48
$ 13.72
$ 11.48
Cash dividend per common share
$ 0.10
$ 0.10
$ 0.10
$ 0.10
$ 0.10
$ 0.20
$ 0.20
Weighted average shares outstanding - Basic
24,731,956
24,665,011
24,634,544
24,632,202
24,701,319
24,698,677
24,703,942
Weighted average shares outstanding - Diluted
24,788,023
24,719,255
24,654,037
24,643,889
24,714,229
24,751,058
24,718,458
Shares outstanding at end of period
24,799,072
24,772,072
24,695,385
24,644,385
24,643,185
24,799,072
24,643,185
Asset Quality Ratios:
Non-performing assets as a percent of total assets, excluding SBA guarantees
1.45 %
2.35 %
2.03 %
2.07 %
1.90 %
1.45 %
1.90 %
Net charge-offs (recoveries) as a percent of average loans (annualized)
0.65 %
0.12 %
0.16 %
0.14 %
0.80 %
0.41 %
1.13 %
Core net charge-offs (recoveries) as a percent of average
loans (annualized)(1)
0.53 %
0.06 %
0.05 %
0.03 %
0.15 %
0.30 %
0.11 %
Allowance for credit losses to total loans
1.33 %
1.37 %
1.40 %
1.40 %
1.47 %
1.33 %
1.47 %
Capital Ratios:
Common equity to assets
9.96 %
10.04 %
10.45 %
9.66 %
9.72 %
Tangible common equity to tangible assets(1)
7.99 %
8.02 %
8.33 %
7.48 %
7.49 %
Leverage ratio(2)
8.63 %
8.76 %
8.80 %
8.32 %
8.34 %
Common equity tier 1 capital ratio(2)
9.48 %
9.18 %
9.36 %
8.62 %
8.92 %
Tier 1 risk-based capital ratio(2)
9.75 %
9.45 %
9.64 %
8.91 %
9.22 %
Total risk-based capital ratio(2)
12.32 %
12.01 %
12.40 %
12.02 %
12.43 %
(1) See Reconciliation of Non-GAAP financial measures.
(2) Ratios are estimated and may be subject to change pending the
final filing of the FR Y-9C.
8
Primis
Financial Corp.
(Dollars in thousands)
Condensed Consolidated Balance Sheets
(unaudited)
For Three Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
Assets
Cash and cash equivalents
$ 176,825
$ 159,881
$ 143,607
$ 63,881
$ 94,074
Investment securities-available for sale
168,285
171,877
171,377
234,660
242,073
Investment securities-held to maturity
6,588
6,792
6,981
8,550
8,850
Loans held for sale
231,990
223,180
166,066
202,372
126,869
Loans held for investment
3,466,388
3,396,366
3,283,683
3,200,234
3,130,521
Allowance for credit losses
(45,964 )
(46,381 )
(45,883 )
(44,766 )
(45,985 )
Net loans
3,420,424
3,349,985
3,237,800
3,155,468
3,084,536
Stock in Federal Reserve Bank and Federal Home Loan Bank
27,487
24,162
14,185
17,035
12,998
Bank premises and equipment, net
5,955
5,924
6,070
19,380
19,642
Operating lease right-of-use assets
64,233
64,781
65,596
9,427
9,927
Goodwill and other intangible assets
93,482
93,488
93,495
93,502
93,508
Assets held for sale, net
776
776
776
775
2,181
Bank-owned life insurance
77,515
76,958
68,969
68,504
68,048
Deferred tax assets, net
15,914
14,593
14,683
17,328
19,466
Investment in Panacea Financial Holdings, Inc. common stock
7,299
6,899
6,899
6,880
6,586
Other assets
56,841
57,372
50,884
57,087
82,968
Total assets
$ 4,353,614
$ 4,256,668
$ 4,047,388
$ 3,954,849
$ 3,871,726
Liabilities and stockholders' equity
Demand deposits
$ 505,758
$ 541,168
$ 554,442
$ 489,728
$ 477,705
NOW accounts
878,976
844,528
862,735
831,709
858,624
Money market accounts
794,540
778,366
740,886
737,634
744,321
Savings accounts
960,343
942,847
922,337
958,416
935,527
Time deposits
306,724
316,156
315,185
318,865
326,496
Total deposits
3,446,341
3,423,065
3,395,585
3,336,352
3,342,673
Securities sold under agreements to repurchase - short term
3,974
3,525
3,552
3,954
4,370
Federal Home Loan Bank advances
300,000
230,000
25,000
85,000
-
Secured borrowings
14,165
14,450
14,773
15,403
16,449
Subordinated debt and notes
69,358
69,311
96,162
96,091
96,020
Operating lease liabilities
60,573
60,832
61,340
10,682
11,195
Other liabilities
25,374
28,287
28,080
25,214
24,604
Total liabilities
3,919,785
3,829,470
3,624,492
3,572,696
3,495,311
Total stockholders' equity
433,829
427,198
422,896
382,153
376,415
Total liabilities and stockholders' equity
$ 4,353,614
$ 4,256,668
$ 4,047,388
$ 3,954,849
$ 3,871,726
Tangible common equity(1)
$ 340,347
$ 333,710
$ 329,401
$ 288,651
$ 282,907
(1) See Reconciliation of Non-GAAP financial measures.
9
Primis
Financial Corp.
(Dollars
in thousands)
Condensed Consolidated Statement of
Operations (unaudited)
For Three Months Ended:
For Six Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
2Q 2026
2Q 2025
Interest and dividend income
$ 56,322
$ 53,526
$ 53,326
$ 51,766
$ 47,627
$ 109,848
$ 95,350
Interest expense
22,567
21,452
22,474
22,734
22,447
44,019
43,806
Net interest income
33,755
32,074
30,852
29,032
25,180
65,829
51,544
Provision for (recovery of) credit losses
5,452
1,549
2,439
(49 )
8,303
7,001
9,899
Net interest income after provision for credit losses
28,303
30,525
28,413
29,081
16,877
58,828
41,645
Account maintenance and deposit service fees
1,699
1,246
1,292
1,358
1,675
2,945
3,014
Mortgage banking income
11,388
10,760
9,992
8,887
7,893
22,148
13,508
Gain on sale of loans
1,582
567
1,470
249
210
2,149
210
Gains on Panacea Financial Holdings investment
400
-
20
294
7,450
400
32,028
Gain on sale-leaseback
-
-
50,573
-
-
-
-
Loss on sales of investment securities
-
-
(14,777 )
-
-
-
-
Gain (loss) on other investments
5,961
49
33
381
(308 )
6,010
(255 )
Other
1,004
933
1,413
800
1,110
1,937
1,860
Noninterest income
22,034
13,555
50,016
11,969
18,030
35,589
50,365
Employee compensation and benefits
20,267
19,556
25,535
18,523
17,060
39,823
35,001
Occupancy and equipment expenses
4,799
4,617
4,459
3,481
3,127
9,416
6,412
Virginia franchise tax expense
695
611
577
576
577
1,306
1,154
FDIC Insurance assessment
854
738
918
999
1,021
1,592
1,814
Data processing expense
2,342
2,188
2,421
2,369
3,037
4,530
5,886
Marketing expense
934
760
472
450
720
1,694
1,234
Telecommunication and communication expense
350
311
352
309
324
661
611
Professional fees
2,886
1,860
3,730
2,509
2,413
4,746
4,638
Miscellaneous lending expenses
1,128
728
634
231
900
1,856
1,734
Other expenses
3,952
2,385
3,066
2,866
2,763
6,337
5,974
Noninterest expense
38,207
33,754
42,164
32,313
31,942
71,961
64,458
Income before income taxes
12,130
10,326
36,265
8,737
2,965
22,456
27,552
Income tax expense
2,704
3,014
6,725
1,907
528
5,718
6,081
Net Income
9,426
7,312
29,540
6,830
2,437
16,738
21,471
Noncontrolling interest
-
-
-
-
-
-
3,602
Net income available to Primis' common shareholders
$ 9,426
$ 7,312
$ 29,540
$ 6,830
$ 2,437
$ 16,738
$ 25,073
10
Primis
Financial Corp.
(Dollars in thousands)
Loan Portfolio Composition
For Three Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
Loans held for sale
$ 231,990
$ 223,180
$ 166,066
$ 202,372
$ 126,869
Loans secured by real estate:
Commercial real estate - owner occupied
560,515
534,897
510,088
495,739
480,981
Commercial real estate - non-owner occupied
522,383
540,154
567,092
592,480
590,848
Secured by farmland
2,479
2,386
3,407
3,642
3,696
Construction and land development
153,906
151,426
131,757
102,227
106,443
Residential 1-4 family
558,782
560,711
576,866
564,087
571,206
Multi-family residential
137,953
150,475
140,261
137,804
157,097
Home equity lines of credit
61,985
61,786
61,738
62,458
62,103
Total real estate loans
1,998,003
2,001,835
1,991,209
1,958,437
1,972,374
Commercial loans
1,184,862
1,104,438
970,492
915,158
811,458
Paycheck Protection Program loans
1,713
1,716
1,719
1,723
1,729
Consumer loans
277,248
283,605
315,407
319,977
339,936
Total Non-PCD loans
3,461,826
3,391,594
3,278,827
3,195,295
3,125,497
PCD loans
4,562
4,772
4,856
4,939
5,024
Total loans receivable, net of deferred fees
$ 3,466,388
$ 3,396,366
$ 3,283,683
$ 3,200,234
$ 3,130,521
For Three Months Ended:
(Dollars in thousands)
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
Loans by Risk Grade:
Pass Grade 1 - Highest Quality
$ 128
$ 119
$ 87
$ 666
$ 667
Pass Grade 2 - Good Quality
152,946
160,228
178,999
168,177
170,560
Pass Grade 3 - Satisfactory Quality
1,537,862
1,556,700
1,882,934
1,842,958
1,737,153
Pass Grade 4 - Pass
1,591,207
1,469,542
1,026,499
1,034,035
1,050,397
Pass Grade 5 - Pass/ Watch(1)
14,599
13,765
-
-
-
Pass Grade 6 - Special Mention(2)
75,213
49,308
48,683
7,004
31,902
Grade 7 - Substandard(2)
86,884
139,155
138,932
139,847
139,842
Grade 8 - Doubtful(2)
7,549
7,549
7,549
7,547
-
Grade 9 - Loss(2)
-
-
-
-
-
Total loans
$ 3,466,388
$ 3,396,366
$ 3,283,683
$ 3,200,234
$ 3,130,521
(Dollars in thousands)
Asset Quality Information
For Three Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
Allowance for Credit Losses:
Balance at beginning of period
$ (46,381 )
$ (45,883 )
$ (44,766 )
$ (45,985 )
$ (44,021 )
Recovery of (provision for) credit losses
(5,452 )
(1,549 )
(2,439 )
49
(8,303 )
Net charge-offs
5,869
1,051
1,322
1,170
6,339
Ending balance
$ (45,964 )
$ (46,381 )
$ (45,883 )
$ (44,766 )
$ (45,985 )
Reserve for Unfunded Commitments:
Balance at beginning of period
$ (870 )
$ (1,006 )
$ (1,133 )
$ (1,152 )
$ (1,134 )
Recovery of (provision for) unfunded loan commitment reserve
39
136
127
19
(18 )
Total Reserve for Unfunded Commitments
$ (831 )
$ (870 )
$ (1,006 )
$ (1,133 )
$ (1,152 )
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
Non-Performing Assets:
Nonaccrual loans
$ 61,847
$ 84,949
$ 84,823
$ 84,973
$ 53,059
Accruing loans delinquent 90 days or more
5,827
20,222
1,713
1,713
25,188
Total non-performing assets
$ 67,674
$ 105,171
$ 86,536
$ 86,686
$ 78,247
SBA guaranteed portion of non-performing loans
$ 4,491
$ 5,033
$ 4,482
$ 4,682
$ 4,750
(1) In first quarter of 2026. the Company expanded its risk grade
matrix to include Pass Grade 5 - Pass/ Watch.
(2) In first quarter of 2026, due to the expansion of the risk grade
matrix, Special Mention, Substandard, Doubtful and Loss loans that were in risk grades 5, 6, 7 and 8, respectively in 2025, were migrated
to risk grades 6, 7, 8 and 9, respectively in 2026.
11
Primis
Financial Corp.
(Dollars in thousands)
Average Balance Sheet
For Three Months Ended:
For Six Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
2Q 2026
2Q 2025
Assets
Loans held for sale
$ 207,590
$ 159,007
$ 162,854
$ 130,061
$ 108,693
$ 183,433
$ 139,431
Loans, net of deferred fees
3,379,938
3,297,456
3,238,184
3,143,155
3,074,993
3,338,925
2,986,727
Investment securities
177,451
176,582
220,343
247,008
249,485
177,019
247,362
Other earning assets
164,006
161,199
115,908
101,278
98,369
162,611
92,457
Total earning assets
3,928,985
3,794,244
3,737,289
3,621,502
3,531,540
3,861,988
3,465,977
Other assets
272,805
261,466
244,183
232,636
272,910
267,167
252,469
Total assets
$ 4,201,790
$ 4,055,710
$ 3,981,472
$ 3,854,138
$ 3,804,450
$ 4,129,155
$ 3,718,446
Liabilities and equity
Demand deposits
$ 565,815
$ 533,570
$ 498,681
$ 481,697
$ 467,493
$ 549,781
$ 457,007
Interest-bearing liabilities:
NOW and other demand accounts
856,254
838,845
837,231
834,839
821,893
847,598
813,752
Money market accounts
777,265
750,380
740,915
756,361
759,107
763,896
773,507
Savings accounts
950,932
922,152
934,092
922,048
882,227
936,622
818,619
Time deposits
311,192
316,281
315,943
324,614
329,300
313,722
332,484
Total Deposits
3,461,458
3,361,228
3,326,862
3,319,559
3,260,020
3,411,619
3,195,369
Borrowings
219,946
181,185
205,767
117,697
117,701
200,672
117,330
Total Funding
3,681,404
3,542,413
3,532,629
3,437,256
3,377,721
3,612,291
3,312,699
Other Liabilities
86,339
86,090
50,978
36,720
36,649
86,216
37,461
Total liabilites
3,767,743
3,628,503
3,583,607
3,473,976
3,414,370
3,698,507
3,350,160
Primis common stockholders' equity
434,047
427,207
397,865
380,162
380,080
430,648
362,295
Noncontrolling interest
-
-
-
-
-
-
5,991
Total stockholders' equity
434,047
427,207
397,865
380,162
380,080
430,648
368,286
Total liabilities and stockholders' equity
$ 4,201,790
$ 4,055,710
$ 3,981,472
$ 3,854,138
$ 3,794,450
$ 4,129,155
$ 3,718,446
Net Interest Income
Loans held for sale
$ 3,142
$ 2,376
$ 2,511
$ 2,085
$ 1,754
$ 5,518
$ 2,810
Loans
49,785
47,758
47,856
46,772
42,963
97,543
86,871
Investment securities
1,950
1,911
1,841
1,894
1,928
3,862
3,834
Other earning assets
1,445
1,481
1,118
1,015
982
2,925
1,835
Total Earning Assets Income
56,322
53,526
53,326
51,766
47,627
109,848
95,350
Non-interest bearing DDA
-
-
-
-
-
-
-
NOW and other interest-bearing demand accounts
4,446
4,244
4,124
4,549
4,603
8,690
9,118
Money market accounts
4,916
4,539
4,615
5,229
5,271
9,454
10,691
Savings accounts
7,575
7,202
7,599
8,070
7,793
14,777
14,211
Time deposits
2,451
2,517
2,639
2,723
2,830
4,969
5,869
Total Deposit Costs
19,388
18,502
18,977
20,571
20,497
37,890
39,889
Borrowings
3,179
2,950
3,497
2,163
1,950
6,129
3,917
Total Funding Costs
22,567
21,452
22,474
22,734
22,447
44,019
43,806
Net Interest Income
$ 33,755
$ 32,074
$ 30,852
$ 29,032
$ 25,180
$ 65,829
$ 51,544
Net Interest Margin
Loans held for sale
6.07 %
6.06 %
6.12 %
6.36 %
6.47 %
6.07 %
4.06 %
Loans
5.91 %
5.87 %
5.86 %
5.90 %
5.60 %
5.89 %
5.87 %
Investments
4.41 %
4.39 %
3.31 %
3.04 %
3.10 %
4.40 %
3.13 %
Other Earning Assets
3.53 %
3.73 %
3.83 %
3.98 %
4.00 %
3.63 %
4.00 %
Total Earning Assets
5.75 %
5.72 %
5.66 %
5.67 %
5.41 %
5.74 %
5.55 %
NOW
2.08 %
2.05 %
1.95 %
2.16 %
2.25 %
2.07 %
2.26 %
MMDA
2.54 %
2.45 %
2.47 %
2.74 %
2.79 %
2.50 %
2.79 %
Savings
3.20 %
3.17 %
3.23 %
3.47 %
3.54 %
3.18 %
3.50 %
CDs
3.16 %
3.23 %
3.31 %
3.33 %
3.45 %
3.19 %
3.56 %
Cost of Interest Bearing Deposits
2.69 %
2.65 %
2.66 %
2.88 %
2.94 %
2.67 %
2.94 %
Cost of Deposits
2.25 %
2.23 %
2.26 %
2.46 %
2.52 %
2.24 %
2.52 %
Other Funding
5.80 %
6.60 %
6.74 %
7.29 %
6.65 %
6.16 %
6.73 %
Total Cost of Funds
2.46 %
2.46 %
2.52 %
2.62 %
2.67 %
2.46 %
2.67 %
Net Interest Margin
3.45 %
3.43 %
3.28 %
3.18 %
2.86 %
3.44 %
3.00 %
Net Interest Spread
2.84 %
2.83 %
2.72 %
2.62 %
2.32 %
2.84 %
2.46 %
12
Primis Financial Corp.
(Dollars
in thousands, except per share data)
For Three Months Ended:
For Six Months Ended:
2Q 2026
1Q 2026
4Q 2025
3Q 2025
2Q 2025
2Q 2026
2Q 2025
Reconciliation of Non-GAAP items:
Net income available to Primis' common shareholders
$ 9,426
$ 7,312
$ 29,540
$ 6,830
$ 2,437
$ 16,738
$ 25,073
Non-GAAP adjustments to Net Income:
Loss on sale of investment securities
-
-
14,777
-
-
-
-
Branch Consolidation / Other restructuring
-
-
-
-
-
-
144
Professional fee expense related to accounting matters and LPF sale
-
-
-
-
232
-
1,125
Gain on sale-leaseback
-
-
(50,573 )
-
-
-
-
Transaction costs related to sale-leaseback
-
-
1,126
-
-
-
-
Gains on Panacea Financial Holdings investment
-
-
-
-
(7,450 )
-
(32,028 )
Loss on sale of closed bank branch buildings
-
-
-
-
-
-
107
Gain on investment in Bearing Insurance
(5,853 )
-
-
-
-
(5,853 )
-
Tax expense related to de-consolidation gain in 2025 on PFH investment
759
759
-
-
-
1,518
-
Income tax effect
1,264
-
7,489
-
1,559
1,264
5,929
Operating net income (loss) available to Primis' common shareholders
$ 5,596
$ 8,071
$ 2,359
$ 6,830
$ (3,222 )
$ 13,667
$ 350
Net income available to Primis' common shareholders
$ 9,426
$ 7,312
$ 29,540
$ 6,830
$ 2,437
$ 16,738
$ 25,073
Income tax expense
2,704
3,014
6,725
1,907
528
5,718
6,081
Provision (benefit) for credit losses (incl. unfunded commitment expense/benefit)
5,413
1,413
2,312
(68 )
8,321
6,826
9,930
Pre-tax pre-provision earnings
$ 17,543
$ 11,739
$ 38,577
$ 8,669
$ 11,286
$ 29,282
$ 41,084
Effect of adjustment for nonrecurring income and expenses
(5,853 )
-
(34,670 )
-
(7,218 )
(5,853 )
(30,652 )
Pre-tax pre-provision operating earnings
$ 11,690
$ 11,739
$ 3,907
$ 8,669
$ 4,068
$ 23,429
$ 10,432
Return on average assets
0.90 %
0.76 %
2.94 %
0.70 %
0.26 %
0.83 %
1.36 %
Effect of adjustment for nonrecurring income and expenses
(0.37 )%
0.08 %
(2.71 )%
0.00 %
(0.60 )%
(0.15 )%
(1.34 )%
Operating return on average assets
0.53 %
0.84 %
0.23 %
0.70 %
(0.34 )%
0.68 %
0.02 %
Return on average assets
0.90 %
0.76 %
2.94 %
0.70 %
0.26 %
0.83 %
1.36 %
Effect of tax expense
0.26 %
0.30 %
0.67 %
0.20 %
0.06 %
0.28 %
0.33 %
Effect of provision for credit losses (incl. unfunded commitment expense)
0.52 %
0.14 %
0.23 %
(0.01 )%
0.88 %
0.33 %
0.54 %
Pre-tax pre-provision return on average assets
1.68 %
1.20 %
3.84 %
0.89 %
1.20 %
1.44 %
2.23 %
Effect of adjustment for nonrecurring income and expenses
(0.56 )%
0.00 %
(3.45 )%
0.00 %
(0.76 )%
(0.29 )%
(1.66 )%
Pre-tax pre-provision operating return on average assets
1.12 %
1.20 %
0.39 %
0.89 %
0.44 %
1.15 %
0.57 %
Return on average common equity
8.71 %
7.24 %
29.46 %
7.13 %
2.57 %
7.84 %
13.96 %
Effect of adjustment for nonrecurring income and expenses
(3.54 )%
0.72 %
(27.10 )%
0.00 %
(5.97 )%
(1.28 )%
(13.77 )%
Operating return on average common equity
5.17 %
7.96 %
2.36 %
7.13 %
(3.40 )%
6.56 %
0.19 %
Effect of goodwill and other intangible assets
1.48 %
2.23 %
0.71 %
2.32 %
(1.11 )%
1.82 %
0.07 %
Operating return on average tangible common equity
6.65 %
10.19 %
3.07 %
9.45 %
(4.51 )%
8.38 %
0.26 %
Efficiency ratio
68.48 %
73.97 %
52.14 %
78.81 %
73.92 %
70.95 %
63.25 %
Effect of adjustment for nonrecurring income and expenses
8.03 %
0.00 %
38.91 %
0.00 %
14.75 %
0.00 %
27.02 %
Operating efficiency ratio
76.51 %
73.97 %
91.05 %
78.81 %
88.67 %
70.95 %
90.27 %
Earnings per common share - Basic
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 0.10
$ 0.68
$ 1.01
Effect of adjustment for nonrecurring income and expenses
(0.15 )
0.03
(1.10 )
-
(0.23 )
(0.13 )
(1.00 )
Operating earnings per common share - Basic
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ (0.13 )
$ 0.55
$ 0.01
Earnings per common share - Diluted
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 0.10
$ 0.68
$ 1.01
Effect of adjustment for nonrecurring income and expenses
(0.15 )
0.03
(1.10 )
-
(0.23 )
(0.13 )
(1.00 )
Operating earnings per common share - Diluted
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ (0.13 )
$ 0.55
$ 0.01
Book value per common share
$ 17.49
$ 17.25
$ 17.12
$ 15.51
$ 15.27
$ 17.49
$ 15.27
Effect of goodwill and other intangible assets
(3.77 )
(3.78 )
(3.78 )
(3.80 )
(3.79 )
(3.77 )
(3.79 )
Tangible book value per common share
$ 13.72
$ 13.47
$ 13.34
$ 11.71
$ 11.48
$ 13.72
$ 11.48
Net charge-offs as a percent of average loans (annualized)
0.65 %
0.12 %
0.16 %
0.14 %
0.80 %
0.41 %
1.13 %
Impact of third-party consumer portfolio
(0.12 )%
(0.06 )%
(0.11 )%
(0.11 )%
(0.65 )%
(0.11 )%
(1.02 )%
Core net charge-offs as a percent of average loans (annualized)
0.53 %
0.06 %
0.05 %
0.03 %
0.15 %
0.30 %
0.11 %
Total Primis common stockholders' equity
$ 433,829
$ 427,198
$ 422,896
$ 382,153
$ 376,415
$ 433,829
$ 376,415
Less goodwill and other intangible assets
(93,482 )
(93,488 )
(93,495 )
(93,502 )
(93,508 )
(93,482 )
(93,508 )
Tangible common equity
$ 340,347
$ 333,710
$ 329,401
$ 288,651
$ 282,907
$ 340,347
$ 282,907
Common equity to assets
9.96 %
10.04 %
10.45 %
9.66 %
9.72 %
9.96 %
9.72 %
Effect of goodwill and other intangible assets
(1.97 )%
(2.02 )%
(2.12 )%
(2.18 )%
(2.23 )%
(1.97 )%
(2.23 )%
Tangible common equity to tangible assets
7.99 %
8.02 %
8.33 %
7.48 %
7.49 %
7.99 %
7.49 %
13
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2621139d1_ex99-2.htm · Sequence: 3
Exhibit 99.2
Primis Financial Corp. NASDAQ: FRST Second Quarter 2026
Forward - Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements other than statements of historical fact are forward - looking statements . Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in general . These forward - looking statements include, but are not limited to, our expectations regarding our future operating and financial performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment ; our outlook and long - term goals for future growth and new offerings and services ; our expectations regarding net interest margin ; expectations on our growth strategy, expense management, capital management and future profitability ; expectations on credit quality and performance ; and the assumptions underlying our expectations . Prospective investors are cautioned that any such forward - looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward - looking statements . Forward - looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties . Actual results may differ materially from those contemplated by such forward - looking statements . Factors that might cause such differences include, but are not limited to : instability in global economic conditions and geopolitical matters ; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas ; adverse developments in borrower industries ; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions ; the impact of tariffs, trade policies, and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U . S . exports, disruptions to supply chains, and decreased demand for other banking products and services) ; the Company’s ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, V 1 BE fulfillment service, Mortgage Warehouse division and Primis Mortgage Company, as well as with respect to use and implementation of artificial intelligence ; competitive pressures among financial institutions increasing significantly (including as a result of technological changes and the use of artificial intelligence) ; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices ; legislative, regulatory or supervisory actions related to so - called “de - banking,” including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices ; changes in management’s plans for the future ; credit risk associated with our lending activities ; changes in accounting principles, policies, or guidelines ; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions ; potential impacts of adverse developments in the banking industry, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto ; potential increases in the provision for credit losses ; our ability to identify and address increased cybersecurity risks, including those impacting vendors and other third parties ; fraud or misconduct by internal or external actors, which we may not be able to prevent, detect or mitigate ; acts of God or of war or other conflicts, civil unrest, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions ; action or inaction by the federal government, including as a result of any prolonged government shutdown ; and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services . Forward - looking statements speak only as of the date on which such statements are made . These forward - looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10 - K for the year ended December 31 , 2025 , under the captions “Cautionary Note Regarding Forward - Looking Statements” and “Risk Factors,” and in the Company’s Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K . The Company undertakes no obligation to update any forward - looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events . Readers are cautioned not to place undue reliance on these forward - looking statements . 2
Non - GAAP Measures Statements included in this presentation include non - GAAP financial measures and should be read along with the accompanying tables . Primis uses non - GAAP financial measures to analyze its performance . The measures entitled operating net income (loss) available to Primis' common shareholders ; pre - tax pre - provision operating earnings ; operating return on average assets ; pre - tax pre - provision operating return on average assets ; operating return on average equity ; operating return on average tangible equity ; operating efficiency ratio ; operating earnings per share – basic ; operating earnings per share – diluted ; core operating expense burden, tangible book value per share ; tangible common equity ; tangible common equity to tangible assets ; and core net interest margin are not measures recognized under GAAP and therefore are considered non - GAAP financial measures . We use the term “operating” to describe a financial measure that excludes income or expense considered to be non - recurring in nature . Items identified as non - operating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward - looking trends in our business . A reconciliation of these non - GAAP financial measures to the most comparable GAAP measures is provided when discussing the financial measure or in the Reconciliation of Non - GAAP Items table . Management believes that these non - GAAP financial measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results, financial strength and performance of Primis and provide meaningful comparison to its peers . Non - GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Primis’ performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Primis . Non - GAAP financial measures are not standardized and, therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names . Non - GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP . 3
Company Overview Corp. Headquarters: Bank Headquarters: Branches: Ticker (NASDAQ): Pricing as of July 21, 2026. Financial data as of or for the three months ended June 30, 2026. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Bloomberg. McLean, VA Glen Allen, VA 24 FRST Valuation Market Capitalization ($MM): Price / Book Value per Share: Price / Tangible Book Value (1) : Price / 2026 Estimated EPS (2) : Price / 2027 Estimated EPS (2) : $397 0.92x 1.17x 10.29x 8.49x Key Metrics Total Assets: Total Loans HFI: Total Deposits: TCE / TA (1) : ROAA: ROATCE (1) : Net Interest Margin: Cost of Core Bank Deposits: $4.35B $3.47B $3.45B 7.99% 0.90% 11.10% 3.45% 1.60% 4
• Margin continues to inch higher (3.45% in Q2’26 vs. 3.43% in Q1’26) • Material operating leverage expected to continue • All facets of the bank are adding to results in Q2’26: • Core Bank PTPP ROA of 1.30% • Mortgage Warehouse up 195% from Q2’25 with ROA >2% • Primis Mortgage pre - tax earnings of $2.2MM in Q2’26 versus $0.1MM in Q2’25 • Panacea loans up 18% annualized from March 31, 2026 (excluding HFS) Q2 2026 Financial Highlights (1) Dollars in Millions, except per share (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. 5 As of or for the Six Months Ended June 30 As of or for the Three Months Ended June 30 2025 2026 2025 2026 $25.07 $16.74 $2.44 $9.43 Net Income (Loss) $10.43 $23.43 $4.07 $11.69 Pre - Tax Pre - Provision Op. Net Income(1) 1.36% 0.83% 0.26% 0.90% ROAA 0.57% 1.15% 0.44% 1.12% Pre - Tax Pre - Provision Op. ROAA(1) $51.5 $65.8 $25.2 $33.8 Net Interest Income 3.00% 3.44% 2.86% 3.45% Net Interest Margin $3,872 $4,353 $3,872 $4,353 Total Assets $3,131 $3,466 $3,131 $3,466 Gross Loans HFI $3,343 $3,446 $3,343 $3,446 Total Deposits $3,466 $3,862 $3,532 $3,929 Average Earning Assets $457 $550 $467 $566 Avg. Noninterest Bearing Deposits (“NIB”) 14.3% 16.1% 14.3% 16.3% Avg. NIB / Avg. Total Deposits 7.49% 7.99% 7.49% 7.99% TCE / TA $11.48 $13.72 $11.48 $13.72 Tangible Book Value per Share
• Core Bank is 100% core funded with customers that walk in our branches or use our technology • V1BE (proprietary branch delivery app) used extensively: • Over $450MM of deposits • Over 80% of commercial customers • Directly generated over $70MM of deposits • Focus on NIB driving results with NIB now 21% of Core Bank deposits • Extremely limited efforts on Investor CRE • Lending focused on Residential Builders, C&I and OO CRE Core Bank — Steady & Profitable (1) Core Bank results based on management reporting excluding business lines and with estimated corporate allocations and Income statement Items are stated in thousands. 6 Core Bank Balance Sheet & Earnings (1) Q2'26 Q1'26 Q4'25 Q3'25 Q2'25 $21,482 $22,071 $22,696 $22,667 $23,269 Net Interest Income $3,147 ($114) $935 $189 $7,676 Provision (recovery) $2,980 $1,894 $1,898 $1,996 $2,362 Non - Interest Income $14,194 $13,666 $13,763 $14,302 $14,570 Non - Interest Expense $10,267 $10,299 $10,831 $10,361 $11,061 Pre - Tax Pre - Provision $7,120 $10,413 $9,896 $10,172 $3,385 Pre - Tax Income $1,388 $2,030 $1,930 $1,983 $660 Taxes $5,732 $8,382 $7,967 $8,188 $2,725 Net Income 0.89% 1.31% 1.22% 1.24% 0.41% Return on Assets 1.30% 1.33% 1.34% 1.26% 1.32% Pre - Tax Pre - Provision ROA 3.65% 3.77% 3.79% 3.70% 3.76% Net Interest Margin 57.89% 56.31% 56.38% 58.43% 56.70% Efficiency Consolidated 1.73% 1.81% 1.83% 1.87% 1.81% Overhead Ratio
Highly Scalable Business at 6.76% Yield in Q2 • Q2’26 YTD operating ratios on $384 million in average loans: • PTPP ROAA: 2.02% • Yields: 6.78% • Margin: 3.40% (with FTP funding) • Efficiency: 25% • Plan to augment growth with larger top - tier lines and MSR relationships through 2026 • Low cost/NIB balances are generally 10 - 15% of total outstanding loan balances (11% of average loans in Q2’26) Mortgage Warehouse Lending Dollars in Millions 7 • $1.72 billion in commitments with 156 customers • Yields structured to be the note rate with floors to protect bank margin and fees that generate approximately 75 - 100bps over note rate $185 $327 $318 $460 $544 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 195% Growth in Loan Balances YoY
• Continued recruiting success driving pipeline increases in the face of seasonal/macro headwinds • $34 million of construction - to - perm loans closed in Q2’26 • Limited profitability at origination but attractive rates during construction followed by wider than average GOS margin • Solid profitability in Q2’26 of $2.2 million would have been even stronger absent market volatility from macro events Primis Mortgage Dollars in Millions 8 Growth Despite Rate Environment $130 $212 $205 $324 $378 $421 Q4'23 Q2'24 Q4'24 Q2'25 Q4'25 Q2'26 30% Growth YoY Funded
• Growth in Q2’26: • 22% Growth in Loans YoY • 52% Growth in Deposits YoY • $33 million of commercial loans moved to held for sale at June 30, 2026 • $51 million sold in Q2’26 • Banking over 7,500 doctors and their practices • #1 Ranked "Bank for Doctors" on Google Panacea Financial Dollars in Millions Loan balance includes loans held for sale. 9 Growth in Balance Sheet $112 $133 $128 $153 $169 $505 $548 $544 $600 $617 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Total Deposits Total Loans
Net Interest Margin & Income 10 Net Interest Margin Our Margin Advantages • Zero pressure across the Company to: • Compete on rate on any loan offerings in any division • Up - price any deposit relationship to preserve funding levels • $359 million of loan portfolio with WAC of 4.96% repricing starting latter half of 2026 and continuing until Q2’2027 • Bank’s focus is squarely on deposit mix and continued momentum in checking through V1BE advantage 3.45% 3.43% 3.28% 3.18% 2.86% Q2'26 Q1'26 Q4'25 Q3'25 Q2'25
Balance Sheet – Loans and Deposits by Type and Division 11 Panacea $617 18% Life Premium Finance $128 4% Consumer Program $75 2% Mortgage Warehouse $544 15% Core Bank $2,136 61% Loans by Portfolio Type (Millions) Digital $1,028 30% Mortgage Warehouse $44 1% Panacea $169 5% Core Bank $2,163 64% Deposits by Division (Millions)
Deposit Composition – Q2’26 Deposits Dollars in Millions 12 • Approximately 80% of our commercial checking balances have V1BE • Even with vastly scalable lending strategies, we can grow deposits faster with zero pressure on the core bank’s relationship pricing or profitability • NIB average balance growth of 21% year - over - year • Core Bank benefitting from V1BE convenience for customers • Warehouse funding 10% - 15% of outstanding balances with NIB Deposit and Cost Trends Demand Deposits 15% NOW Accounts 26% Money Market Accounts 23% Savings Accounts 28% Time Deposits 9% $3,446 $3,423 $3,396 $3,336 $3,343 2.25% 2.23% 2.26% 2.46% 2.52% Q2'26 Q1'26 Q4'25 Q3'25 Q2'25 Total Deposits Cost of Deposits
68.48% 73.97% 52.14% 78.81% 73.92% Q2'26 Q1'26 Q4'25 Q3'25 Q2'25 Efficiency and Operating Expense (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. 13 • Sale lease - back transaction added $1.4 million, net of depreciation, to run - rate expenses per quarter (fully realized beginning Q1’26) • Q2’26 includes $1.1 million of costs related to the settlement of a previously disclosed mortgage lawsuit, $0.4 million incre ase of loan related expenses and $0.2 million higher marketing costs. A variety of smaller expenses related to recent shelf filing, BOLI exchange fees and co re conversion costs totaled $0.9 million • Activities related to core conversion expected to materially benefit efficiency heading into 2027 • Product consolidation along with fee rationalization expected to generate approx. $3 million annualized of incremental revenu e b eginning late 2026 • Additional vendor and contract savings of $3.1 million tied to core conversion will begin to be realized in early 2027 • Quarterly amortization of digital platform development costs of $0.8 million expected to end in Q3’27 • Aggressively pursuing additional efficiencies through AI to drive further operating leverage as revenue grows Efficiency Ratio Core Opex Burden – 5 Quarters Q2'26 Q1'26 Q4'25 Q3'25 Q2'25 ($ in thousands) 38,207 33,754 42,164 32,313 31,942 Reported Noninterest Expense - - ($1,126) - ($232) Nonrecurring ($11,526) ($10,545) ($10,048) ($8,214) ($8,514) Primis Mortgage Expenses ($1,507) ($1,040) ($2,614) ($2,100) ($370) Panacea Net Expense ($300) ($347) ($391) ($439) ($518) Consumer Program Servicing Fee $39 $136 $127 $19 ($18) Reserve for Unfunded Commitment ($13,294) ($11,796) ($14,052) ($10,734) ($9,652) Total Adjustments $24,913 $21,958 $28,112 $21,579 $22,290 Core Operating Expense Burden
Loan Portfolio (1) Dollars in millions 14 Non - Owner Occupied CRE Breakdown (1) • Hotel portfolio down to $155 million from approximately $300 million in early 2020 • Occupancy, RevPAR, and ADR exceeding 2019 performance • Debt coverage over 1.50x • C&I largest asset class and growing • Concentrated in Mortgage Warehouse and Panacea • Room to grow C&D with recent success with high quality builders CRE - OO 16% CRE - NOO 15% C&D 5% Residential 20% C&I 34% Consumer 8% Other 2% Hotel $155 Office $138 Retail $67 Assisted Living $37 Mixed Use $44 Warehouse/Industrial $23 All other $59
Asset Quality (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. 15 Classified Loans / Total Loans (ex. PPP) Core NCOs / Average Loans (1) • Substandard and nonaccrual loans down materially in Q2’26 • NPAs/Assets of 1.45% at June 30, 2026 versus 2.35% at March 31, 2026 • Provision of $5.5 million for Q2’26 • $5.3 million related to additional impairment fo r one nonaccrual loan • Core net charge - off increase in Q2’26 driven by charge - off of specific reserves at resolution of a nonaccrual loan in the quarter 0.15% 0.03% 0.05% 0.06% 0.53% Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 2.72% 4.32% 4.46% 4.61% 4.47% Q2'26 Q1'26 Q4'25 Q3'25 Q2'25
Capital Ratios (1) See reconciliation of Non - GAAP financial measures on slide 19. 16 CET1 Ratio TCE / TA (1) 9.48% 9.18% 9.36% 8.62% 8.92% Q2'26 Q1'26 Q4'25 Q3'25 Q2'25 7.99% 8.02% 8.33% 7.48% 7.49% Q2'26 Q1'26 Q4'25 Q3'25 Q2'25
Per Share Results (1) See reconciliation of Non - GAAP financial measures on slide 19 (2) Data from Capital IQ with pricing as of July 21,2026 (3) Peers based on FRST proxy compensation peer group 17 Increasing Tangible Book Value Per Share (1) Significant Upside Just to Peer Group Average (3) • 2026 estimates are achievable and lead to attractive ROE • 28% upside to the peer group average valuation of 1.5x $13.72 $13.47 $13.34 $11.71 $11.48 Q2'26 Q1'26 Q4'25 Q3'25 Q2'25 0.64 1.05 1.12 1.17 1.29 1.42 1.47 1.51 1.63 1.86 2.14 2.99 BCBP MNSB CFFI BRBS FRBA MVBF JMSB FRST MPB SFST CCNE CBAN HTB CARE BWFG SHBI ORRF PFIS SMBK ACNB CCBG MCBS FCBC CHCO Price / Tangible Book(2) 8.4 8.5 8.9 9.6 9.7 10.0 10.5 11.0 11.7 13.0 14.1 14.6 BCBP FRST CBAN CCNE PFIS ORRF MNSB MPB FRBA SFST SHBI JMSB BWFG MCBS ACNB SMBK MVBF CARE HTB CCBG CHCO FCBC Price/ 2027 Earnings Per Share (2)
• Desirable and profitable Core Bank paired with attractive nationwide business lines • Profitability thesis intact – achievable 1.0% ROAA in 2026 • Attractive valuation relative to peers • Board and management team focused on driving shareholder value Investment Summary 18
Reconciliation of Non - GAAP Terms 19 Dollars in Thousands, except per share Q2'26 Q1'26 Q4'25 Q3'25 Q2'26 $9,426 $7,312 $29,540 $6,830 $2,437 Net income available to Primis' common shareholders Non - GAAP adjustments to Net Income: $14,777 Loss on sale of investment securities Branch Consolidation / Other restructuring $232 Professional fee expense related to accounting matters and LPF sale ($50,573) Gain on sale - leaseback $1,126 Transaction costs related to sale - leaseback ($7,450) Gains on Panacea Financial Holdings investment Loss on sale of closed bank branch buildings ($5,853) Gain on investment in Bearing Insurance $759 $759 Tax expense related to de - consolidation gain in 2025 on Panacea Financial Holdings investment $1,264 $7,489 $1,559 Income tax effect $5,596 $8,071 $2,359 $6,830 ($3,222) Operating net income (loss) available to Primis' common shareholders 0.90% 0.76% 2.94% 0.70% 0.26% Return on average assets (0.37%) 0.08% (2.71%) 0.00% (0.60%) Effect of adjustment for nonrecurring income and expenses 0.53% 0.84% 0.23% 0.70% (0.34%) Operating return on average assets 8.71% 7.24% 29.46% 7.13% 2.57% Return on average common equity (3.54%) 0.72% (27.10%) 0.00% (5.97%) Effect of adjustment for nonrecurring income and expenses 5.17% 7.96% 2.36% 7.13% (3.40%) Operating return on average common equity 1.42% 2.23% 0.71% 2.32% (1.11%) Effect of goodwill and other intangible assets 6.59% 10.19% 3.07% 9.45% (4.51%) Operating return on average tangible common equity 68.48% 73.97% 52.14% 78.81% 73.92% Efficiency ratio 8.03% 0.00% 38.91% 0.00% 14.75% Effect of adjustment for nonrecurring income and expenses 76.51% 73.97% 91.05% 78.81% 88.67% Operating efficiency ratio $17.49 $17.25 $17.12 $15.51 $15.27 Book value per common share ($3.77) ($3.78) ($3.78) ($3.80) ($3.79) Effect of goodwill and other intangible assets $13.72 $13.47 $13.34 $11.71 $11.48 Tangible book value per common share 0.65% 0.12% 0.16% 0.14% 0.80% Net charge - offs as a percent of average loans (annualized) (0.12%) (0.06%) (0.11%) (0.11%) (0.65%) Impact of third - party consumer portfolio 0.53% 0.06% 0.05% 0.03% 0.15% Core net charge - offs as a percent of average loans (annualized) 9.96% 10.04% 10.45% 9.66% 9.72% Common equity to assets (1.97%) (2.02%) (2.12%) (2.18%) (2.23%) Effect of goodwill and other intangible assets 7.99% 8.02% 8.33% 7.48% 7.49% Tangible common equity to tangible assets
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