Form 8-K
8-K — Primis Financial Corp.
Accession: 0001104659-26-118258
Filed: 2026-10-23
Period: 2026-10-22
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 — tm2628091d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2628091d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2628091d1_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):
October 22, 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 October 22, 2026, Primis Financial Corp. (“Primis” or
the “Company”) issued a press release announcing its financial results for the period ended September 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 October 22, 2026, Primis issued a press release
announcing the declaration of a dividend payable on November 20, 2026 to shareholders of record as of November 6, 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 October 22, 2026
99.2 Primis Financial Corp. Third 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: October 22, 2026
By:
/s/ Matthew A. Switzer
Matthew A. Switzer
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2628091d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Primis Financial Corp. Reports Strong Results
for the Third Quarter of 2026
Declares Quarterly Cash Dividend of $0.10 Per
Share
For immediate release
Thursday, October 22, 2026
McLean, Virginia, October 22, 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 $8.7 million, or $0.35 per diluted share, for
the three months ended September 30, 2026, compared to net income available to common shareholders of $6.8 million, or $0.28 per
diluted share, for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the Company reported
net income available to common shareholders of $25.4 million, or $1.03 per diluted share, compared to net income available to common shareholders
of $31.9 million, or $1.29 per diluted share, for the nine months ended September 30, 2025.
Operating net income available to common shareholders(1)
was $8.7 million, or $0.35 per diluted share, for the three months ended September 30, 2026, up 27% from operating net income available
to common shareholders(1) of $6.8 million, or $0.28 per diluted share, for the three months ended September 30,
2025. Year-to-date results in 2026 and 2025 benefited from investment gains of $5.9 million in the second quarter of 2026 and $32.0 million
in the second quarter of 2025. Excluding these gains and other nonrecurring items, operating net income available to common shareholders(1) for
the nine months ended September 30, 2026, was $22.3 million, or $0.90 per diluted share, up 211% from operating net income available
to common shareholders(1) of $7.2 million, or $0.29 per diluted share, for the nine months ended September 30, 2025.
Commenting on the results, Dennis J. Zember, Jr.,
President and Chief Executive Officer of the Company, stated, “The progress we have made over the past year is substantial. A core
margin of 3.59% with expansion of 14 basis points linked-quarter is a testament to the value of our Core Bank franchise which continues
to drive slow and steady growth at attractive margins. Our core earnings engine delivered a solid quarter in the face of unprecedented
headwinds that reduced our retail mortgage pipeline 37% and reduced revenue by $2.3 million versus the second quarter. In a steady environment
for retail mortgage, we would have been at our 1.00% ROAA target this quarter as expected. We are already making changes to close the
gap during this period of lower volumes while preserving our ability to benefit when volumes eventually recover.”
Third Quarter And Year-to-Date 2026 Highlights
The Company demonstrated strong profitability
in the third quarter and year-to-date in 2026. Significant areas of improvement year-over-year are detailed in the chart below:
As of or for the Three Months
Ended September 30
As of or for the Nine Months
Ended September 30
($ in millions except per share)
2026
2025
2026
2025
Net Income
$ 8.7
$ 6.8
$ 25.4
$ 31.9
Pre-Tax Pre-Provision Op. Net Income(1)
12.0
8.7
35.4
19.1
ROAA
0.80 %
0.70 %
0.82 %
1.13 %
Pre-Tax Pre-Provision Op. ROAA(1)
1.11
0.89
1.14
0.67
Net Interest Income
$ 36.3
$ 29.0
$ 102.1
$ 80.6
Net Interest Margin
3.66 %
3.18 %
3.51 %
3.06 %
Total Assets
$ 4,300
$ 3,955
$ 4,300
$ 3,955
Gross Loans HFI
3,500
3,200
3,500
3,200
Total Deposits
3,473
3,336
3,473
3,336
Average Earning Assets
$ 3,936
$ 3,622
$ 3,887
$ 3,518
Avg. NIB Deposits
542
482
547
465
Avg. NIB / Avg. Total Deposits
15.4 %
14.5 %
15.9 %
14.4 %
TCE / TA(1)
8.14 %
7.48 %
8.14 %
7.48 %
Tangible Book Value per Share(1)
$ 13.81
$ 11.71
$ 13.81
$ 11.71
1
Division Updates
The third 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 and are a vital source of attractive lending and core
funding. Recent activity in the Core Bank includes the following:
· The Core Bank has low concentrations of investor
CRE (24% of total loans and only 188% of regulatory capital).
· Core Bank loan growth of 11% annualized in the
third quarter of 2026 with a pipeline of $160 million as of September 30, 2026.
· Cost of deposits of 1.63% in the third quarter
of 2026 compared to 1.73% in the same quarter in 2025.
· Approximately 21% of the Core Bank’s deposits
are noninterest bearing.
· Zero brokered deposits.
The Core Bank’s deposit base is supported
by what management believes is the region’s best and most unique technology including the Bank’s proprietary and recently
rebranded Banking Valet service. Over 87% of Banking Valet users are commercial customers and clients who actively use the service have
average relationship balances of almost $1 million.
Primis Mortgage
Primis Mortgage had closed mortgage volume of
$347 million in the third quarter of 2026, up 12.5% compared to the same quarter in 2025, in spite of significant macroeconomic headwinds
in the third quarter of 2026. Construction-to-permanent loan volume was $40.0 million in the third quarter of 2026 versus $26.4 million
in the same period in 2025. Pre-tax losses related to Primis Mortgage were approximately $0.3 million for the third quarter of 2026, down
from earnings of $1.9 million in the third quarter of 2025.
Mortgage Warehouse
Mortgage warehouse lending showed resilience in
the third quarter of 2026 in the face of substantial market disruption. Outstanding loan balances at September 30, 2026 were $501
million, down 8% from $544 million at June 30, 2026 and up 53% from $327 million at September 30, 2025. Average loan balances
were $427 million in the third quarter of 2026, up slightly from $426 million in the second quarter of 2026 and up 103% from $210 million
in the third quarter of 2025. Mortgage warehouse also funded on average approximately 11% of its balance sheet with associated customer
noninterest bearing deposit balances during the third quarter of 2026.
Panacea Financial
Panacea’s growth remained strong through the third quarter of
2026 with loans outstanding of $642 million, including loans held for sale, up 17% annualized compared to June 30, 2026. Panacea sold
approximately $32 million of loans in the third quarter of 2026 and had $39 million of loans classified as held for sale at September
30, 2026. Panacea loans held for investment were $603 million at September 30, 2026, up 14% annualized from $583 million at June 30, 2026.
At the end of the third quarter of 2026, Panacea customer deposits totaled $207 million, up 56% from September 30, 2025. Panacea remains
the number one ranked “Bank for doctors” on Google and serves over 7,500 professionals and practices nationwide.
2
Digital Platform
Our highly scalable digital platform continues
to provide attractive funding for the Bank’s nationwide business lines while protecting the Bank’s low cost in-market funding.
The platform ended the third quarter of 2026 with approximately $1.0 billion of deposits with a cost of deposits of 3.80% compared to
$1.0 billion at September 30, 2025 with a cost of 4.07%. The platform also successfully grew business accounts in 2026 with small
business balances reaching $54 million at September 30, 2026, up substantially from $16 million at December 31, 2025. These
customers remain loyal with approximately 76% of our digital deposits banking with Primis for at least three years.
Net Interest Income
Net interest income in the third quarter of 2026
was $36.3 million, up 25%, from $29.0 million in the third quarter of 2025. Included in interest income in the third quarter of 2026 was
approximately $0.7 million of interest recoveries from a previously charged off loan. Adjusting for the recovery, net interest income
for the third quarter of 2026 was $35.6 million, up 23% from the prior year period. Net interest margin was 3.66%, or 3.59% adjusted for
the interest recovery, in the third quarter of 2026 compared to 3.18% in the same quarter of 2025 with the expansion driven by robust
earning asset growth funded at attractive incremental margins.
Yield on earning assets in the third quarter of
2026 increased 22 basis points and 30 basis points versus the second quarter of 2026 and third quarter of 2025, respectively, including
approximately 7 basis points due to the interest recovery noted above. Yield on investments increased 135 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 third
quarter of 2026, the Company reported cost of interest-bearing deposits of 2.70% compared to 2.88% in the same quarter in 2025. Cost of
funds was 2.47% in the third quarter of 2026, down 15 basis points from 2.62% in the third quarter of 2025.
Noninterest Income
Noninterest income was $12.9 million in the third
quarter of 2026 versus $22.0 million in the second quarter of 2026 and $12.0 million in the third quarter of 2025. Mortgage related income
decreased 10% to $8.0 million in the third quarter of 2026 compared to $8.9 million in the same quarter in 2025. In 2026, the Company
restructured its bank-owned life insurance portfolio which improved noninterest income by approximately $0.4 million per quarter beginning
late in the second quarter of 2026. Lastly, the third quarter of 2026 benefited from $0.9 million of recoveries from a previously charged-off
loan and $0.4 million in payouts from a bank-owned life insurance policy.
The Company reported gain on sale income of $1.5
million related to the sale of Panacea loans and the guaranteed portion of SBA loans in the third quarter of 2026 compared to $0.2 million
in the third quarter of 2025. Approximately $0.5 million of the gain on sale income was attributable to the Core Bank in the third quarter
of 2026 with the remainder driven by the Panacea Division.
Noninterest Expense
Noninterest expense was $37.2 million for the
third quarter of 2026, compared to $32.3 million for the same quarter of 2025. The following table reflects the core operating expense
burden at the Company, net of mortgage related and Panacea division impacts.
($ in thousands)
3Q26
2Q26
1Q26
4Q25
3Q25
Reported Noninterest Expense
$ 37,155
$ 38,207
$ 33,754
$ 42,164
$ 32,313
Nonrecurring
-
-
-
(1,126 )
-
Primis Mortgage Expenses
(10,159 )
(11,526 )
(10,545 )
(10,048 )
(8,214 )
Panacea Net Expense
(2,674 )
(1,507 )
(1,040 )
(2,614 )
(2,100 )
Consumer Program Servicing Fee
(281 )
(300 )
(347 )
(391 )
(439 )
Reserve for Unfunded Commitment
113
39
136
127
19
Total Adjustments
(13,001 )
(13,294 )
(11,796 )
(14,052 )
(10,734 )
Core Operating Expense Burden
$ 24,154
$ 24,913
$ 21,958
$ 28,112
$ 21,579
3
Core operating expense burden, as defined above,
was $24.2 million in the third quarter of 2026 versus $24.9 million and $21.6 million in the second quarter of 2026 and third quarter
of 2025, respectively. As previously disclosed, all three 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
third quarter of 2026 also included approximately $1.4 million of loan related expenses and approximately $0.4 million of professional
fees and other third-party expenses. Excluding these expenses, core operating expense burden for the third quarter of 2026 would have
been essentially flat with the second quarter of 2026 run rate and lower than the same period in 2025 when adjusting for net lease expense.
As disclosed in the second quarter of 2026, the Company expects approximately $3.0 million of annualized savings from vendor consolidation
and statement services beginning early in 2027.
Loan Portfolio and Asset Quality
Loans held for investment were $3.5 billion at
September 30, 2026, flat compared to June 30, 2026 and increased 9% compared to $3.2 billion at September 30, 2025. Primary
drivers of these changes include:
·
Core Bank loans ended slightly over $2.0 billion at September 30, 2026,
up 11% annualized from June 30, 2026.
· Panacea Financial loans, excluding loans held for sale, grew $20 million,
or 3%, from June 30, 2026 to $603 million at September 30, 2026.
· Mortgage warehouse balances decreased to $501
million at September 30, 2026 compared to $544 million at June 30, 2026. Average loan balances were $427 million in the third
quarter of 2026, up slightly from $426 million in the second quarter of 2026.
· Mortgage portfolio loans generated by Primis
Mortgage grew to $156 million at September 30, 2026, up 10% from $140 million at June 30, 2026 and up 87% from $84 million at
September 30, 2025.
· Loan balances associated with the consumer loan
program declined to $69 million at September 30, 2026, net of fair value discounts, compared to $101 million at September 30,
2025.
Nonperforming assets, excluding portions guaranteed
by the SBA, improved to 1.43% of total assets at September 30, 2026 compared to 1.45% at June 30, 2026 and 2.07% at September 30,
2025. The Company continues to make progress reducing nonperforming assets with total nonperforming assets excluding SBA guaranteed balances
decreasing to $61 million at September 30, 2026 from $63 million at June 30, 2026, representing a 3% reduction in the third
quarter of 2026.
The Company recorded a provision for credit losses
of $1.1 million for the third quarter of 2026 compared to a provision for credit losses of $5.5 million for the second quarter of 2026
and a recovery of credit losses of $49 thousand for the third quarter of 2025. The majority of the provision expense was driven by growth
in the loan portfolio in the third quarter of 2026. Core net charge-offs as a percentage of average loans were 17 basis points, up 14
basis points from the same period a year ago and down 36 basis points from the second quarter of 2026. The increase in net charge-offs
was largely driven by one credit that had previously been reserved for. As a percentage of loans held for investment, the allowance for
credit losses was 1.30% at the end of the third quarter of 2026 compared to 1.40% at the end of the third quarter of 2025.
Deposits and Funding
Total deposits at September 30, 2026 were
$3.5 billion, up $0.1 billion, or 4% when compared to the same period in 2025. Noninterest bearing demand deposits were $496 million at
September 30, 2026, an increase of 1% compared to balances at September 30, 2025. Average noninterest bearing deposits were
$542 million in the third quarter of 2026, up 13% from $482 million in the third quarter of 2025. The Company had FHLB advances totaling
$220 million outstanding at September 30, 2026, down from $300 million at June 30, 2026 and up from $85 million at September 30,
2025. Average FHLB advances were $89 million in the third quarter of 2026, down from $133 million in the second quarter of 2026 and up
from $1 million in the third quarter of 2025.
Shareholders’ Equity
Tangible book value per common share(1) at
the end of the third quarter of 2026 was $13.81, an increase of $2.10, or 18%, from levels reported at September 30, 2025. Tangible
common equity(1) ended the third quarter of 2026 at $342.4 million, or 8.14% of tangible assets(1).
The Board of Directors declared a dividend of
$0.10 per share payable on November 20, 2026 to shareholders of record on November 6, 2026. This is Primis’ sixtieth consecutive
quarterly dividend.
4
About Primis Financial Corp.
As of September 30, 2026, Primis had $4.3
billion in total assets, $3.5 billion in total loans held for investment and $3.5 billion in total deposits. Primis Bank provides a range
of financial services to individuals and small- and medium-sized businesses through 24 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 third quarter results on Friday, October 23, 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/709063364. Participants may also call 1-833-461-5787,
enter meeting ID 709 063 364 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days
using the webcast link above.
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 common
equity; operating return on average tangible common 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.
5
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.
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, Banking Valet 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 and continued development
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, unless required by law. 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.
6
Primis Financial Corp.
Financial Highlights (unaudited)
(Dollars in thousands, except per share data)
For Three Months Ended:
For Nine Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
3Q 2026
3Q 2025
Selected Performance Ratios:
Return on average assets
0.80 %
0.90 %
0.76 %
2.94 %
0.70 %
0.82 %
1.13 %
Operating return on average assets(1)
0.80 %
0.53 %
0.84 %
0.23 %
0.70 %
0.72 %
0.25 %
Pre-tax pre-provision return on average assets
1.11 %
1.68 %
1.20 %
3.84 %
0.89 %
1.33 %
1.76 %
Pre-tax pre-provision operating return on average assets(1)
1.11 %
1.12 %
1.20 %
0.39 %
0.89 %
1.14 %
0.67 %
Return on average common equity
7.67 %
8.71 %
7.24 %
29.46 %
7.13 %
7.89 %
11.58 %
Operating return on average common equity(1)
7.67 %
5.17 %
7.96 %
2.36 %
7.13 %
6.95 %
2.61 %
Operating return on average tangible common equity(1)
9.75 %
6.65 %
10.19 %
3.07 %
9.45 %
8.86 %
3.50 %
Cost of funds
2.47 %
2.46 %
2.46 %
2.52 %
2.62 %
2.46 %
2.65 %
Net interest margin
3.66 %
3.45 %
3.43 %
3.28 %
3.18 %
3.51 %
3.06 %
Gross loans to deposits
100.78 %
100.58 %
99.22 %
96.70 %
95.92 %
100.78 %
95.92 %
Efficiency ratio
75.47 %
68.48 %
73.97 %
52.14 %
78.81 %
72.43 %
67.71 %
Operating efficiency ratio(1)
75.47 %
76.51 %
73.97 %
91.05 %
78.81 %
75.36 %
86.03 %
Per Common Share Data:
Earnings per common share - Basic
$ 0.35
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 1.03
$ 1.29
Operating earnings per common share - Basic(1)
$ 0.35
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ 0.90
$ 0.29
Earnings per common share - Diluted
$ 0.35
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 1.03
$ 1.29
Operating earnings per common share - Diluted(1)
$ 0.35
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ 0.90
$ 0.29
Book value per common share
$ 17.57
$ 17.49
$ 17.25
$ 17.12
$ 15.51
$ 17.57
$ 15.51
Tangible book value per common share(1)
$ 13.81
$ 13.72
$ 13.47
$ 13.34
$ 11.71
$ 13.81
$ 11.71
Cash dividend per common share
$ 0.10
$ 0.10
$ 0.10
$ 0.10
$ 0.10
$ 0.30
$ 0.30
Weighted average shares outstanding - Basic
24,735,157
24,731,956
24,665,011
24,634,544
24,632,202
24,710,970
24,679,766
Weighted average shares outstanding - Diluted
24,799,072
24,788,023
24,719,255
24,654,037
24,643,889
24,767,238
24,693,328
Shares outstanding at end of period
24,799,072
24,799,072
24,772,072
24,695,385
24,644,385
24,799,072
24,644,385
Asset Quality Ratios:
Non-performing assets as a percent of total assets, excluding SBA guarantees
1.43 %
1.45 %
2.35 %
2.03 %
2.07 %
1.43 %
2.07 %
Net charge-offs (recoveries) as a percent of average loans (annualized)
0.17 %
0.65 %
0.12 %
0.16 %
0.14 %
0.34 %
0.79 %
Core net charge-offs (recoveries) as a percent of average loans (annualized)(1)
0.17 %
0.53 %
0.06 %
0.05 %
0.03 %
0.26 %
0.08 %
Allowance for credit losses to total loans
1.30 %
1.33 %
1.37 %
1.40 %
1.40 %
1.30 %
1.40 %
Capital Ratios:
Common equity to assets
10.14 %
9.96 %
10.04 %
10.45 %
9.66 %
Tangible common equity to tangible assets(1)
8.14 %
7.99 %
8.02 %
8.33 %
7.48 %
Leverage ratio(2)
8.77 %
8.63 %
8.76 %
8.80 %
8.32 %
(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.
7
Primis Financial Corp.
(Dollars in thousands)
Condensed Consolidated Balance Sheets (unaudited)
For Three Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
Assets
Cash and cash equivalents
$ 165,085
$ 176,825
$ 159,881
$ 143,607
$ 63,881
Investment securities-available for sale
165,116
168,285
171,877
171,377
234,660
Investment securities-held to maturity
6,418
6,588
6,792
6,981
8,550
Loans held for sale
161,449
231,990
223,180
166,066
202,372
Loans held for investment
3,499,636
3,466,388
3,396,366
3,283,683
3,200,234
Allowance for credit losses
(45,567 )
(45,964 )
(46,381 )
(45,883 )
(44,766 )
Net loans
3,454,069
3,420,424
3,349,985
3,237,800
3,155,468
Stock in Federal Reserve Bank and Federal Home Loan Bank
23,636
27,487
24,162
14,185
17,035
Bank premises and equipment, net
5,905
5,955
5,924
6,070
19,380
Operating lease right-of-use assets
63,373
64,233
64,781
65,596
9,427
Goodwill and other intangible assets
93,475
93,482
93,488
93,495
93,502
Assets held for sale, net
776
776
776
776
775
Bank-owned life insurance
78,252
77,515
76,958
68,969
68,504
Deferred tax assets, net
17,260
15,914
14,593
14,683
17,328
Investment in Panacea Financial Holdings, Inc. common stock
7,133
7,299
6,899
6,899
6,880
Other assets
57,579
56,841
57,372
50,884
57,087
Total assets
$ 4,299,526
$ 4,353,614
$ 4,256,668
$ 4,047,388
$ 3,954,849
Liabilities and stockholders' equity
Demand deposits
$ 496,282
$ 505,758
$ 541,168
$ 554,442
$ 489,728
NOW accounts
907,685
878,976
844,528
862,735
831,709
Money market accounts
787,031
794,540
778,366
740,886
737,634
Savings accounts
975,521
960,343
942,847
922,337
958,416
Time deposits
306,112
306,724
316,156
315,185
318,865
Total deposits
3,472,631
3,446,341
3,423,065
3,395,585
3,336,352
Securities sold under agreements to repurchase - short term
3,864
3,974
3,525
3,552
3,954
Federal Home Loan Bank advances
220,000
300,000
230,000
25,000
85,000
Secured borrowings
13,624
14,165
14,450
14,773
15,403
Subordinated debt and notes
69,406
69,358
69,311
96,162
96,091
Operating lease liabilities
60,008
60,573
60,832
61,340
10,682
Other liabilities
24,161
25,374
28,287
28,080
25,214
Total liabilities
3,863,694
3,919,785
3,829,470
3,624,492
3,572,696
Total stockholders' equity
435,832
433,829
427,198
422,896
382,153
Total liabilities and stockholders' equity
$ 4,299,526
$ 4,353,614
$ 4,256,668
$ 4,047,388
$ 3,954,849
Tangible common equity(1)
$ 342,357
$ 340,347
$ 333,710
$ 329,401
$ 288,651
(1) See Reconciliation of Non-GAAP financial measures.
8
Primis
Financial Corp.
(Dollars in thousands)
Condensed Consolidated Statement of Operations (unaudited)
For Three Months Ended:
For Nine Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
3Q 2026
3Q 2025
Interest and dividend income
$ 59,234
$ 56,322
$ 53,526
$ 53,326
$ 51,766
$ 169,082
$ 147,116
Interest expense
22,924
22,567
21,452
22,474
22,734
66,943
66,540
Net interest income
36,310
33,755
32,074
30,852
29,032
102,139
80,576
Provision for (recovery of) credit losses
1,149
5,452
1,549
2,439
(49 )
8,150
9,850
Net interest income after provision for credit losses
35,161
28,303
30,525
28,413
29,081
93,989
70,726
Account maintenance and deposit service fees
1,389
1,699
1,246
1,292
1,358
4,334
4,372
Mortgage banking income
8,022
11,388
10,760
9,992
8,887
30,170
22,395
Gain on sale of loans
1,465
1,582
567
1,470
249
3,614
459
Gains (loss) on Panacea Financial Holdings investment
(165 )
400
-
20
294
235
32,322
Gain on sale-leaseback
-
-
-
50,573
-
-
-
Loss on sales of investment securities
-
-
-
(14,777 )
-
-
-
Gain (loss) on other investments
(134 )
5,961
49
33
381
5,876
126
Other
2,344
1,004
933
1,413
800
4,281
2,660
Noninterest income
12,921
22,034
13,555
50,016
11,969
48,510
62,334
Employee compensation and benefits
20,539
20,267
19,556
25,535
18,523
60,362
53,524
Occupancy and equipment expenses
5,044
4,799
4,617
4,459
3,481
14,460
9,893
Virginia franchise tax expense
713
695
611
577
576
2,019
1,730
FDIC Insurance assessment
634
854
738
918
999
2,226
2,813
Data processing expense
2,099
2,342
2,188
2,421
2,369
6,629
8,255
Marketing expense
717
934
760
472
450
2,411
1,684
Telecommunication and communication expense
307
350
311
352
309
968
920
Professional fees
1,345
2,886
1,860
3,730
2,509
6,091
7,147
Miscellaneous lending expenses
2,081
1,128
728
634
231
3,937
1,965
Other expenses
3,676
3,952
2,385
3,066
2,866
10,013
8,840
Noninterest expense
37,155
38,207
33,754
42,164
32,313
109,116
96,771
Income before income taxes
10,927
12,130
10,326
36,265
8,737
33,383
36,289
Income tax expense
2,255
2,704
3,014
6,725
1,907
7,973
7,988
Net Income
8,672
9,426
7,312
29,540
6,830
25,410
28,301
Noncontrolling interest
-
-
-
-
-
-
3,602
Net income available to Primis' common shareholders
$ 8,672
$ 9,426
$ 7,312
$ 29,540
$ 6,830
$ 25,410
$ 31,903
9
Primis Financial Corp.
(Dollars in thousands)
Loan Portfolio Composition
For Three Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
Loans held for sale
$ 161,449
$ 231,990
$ 223,180
$ 166,066
$ 202,372
Loans secured by real estate:
Commercial real estate - owner occupied
567,774
560,515
534,897
510,088
495,739
Commercial real estate - non-owner occupied
527,883
522,383
540,154
567,092
592,480
Secured by farmland
2,434
2,479
2,386
3,407
3,642
Construction and land development
149,509
153,906
151,426
131,757
102,227
Residential 1-4 family
570,589
558,782
560,711
576,866
564,087
Multi-family residential
149,458
137,953
150,475
140,261
137,804
Home equity lines of credit
67,582
61,985
61,786
61,738
62,458
Total real estate loans
2,035,229
1,998,003
2,001,835
1,991,209
1,958,437
Commercial loans
1,180,572
1,184,862
1,104,438
970,492
915,158
Paycheck Protection Program loans
1,705
1,713
1,716
1,719
1,723
Consumer loans
277,640
277,248
283,605
315,407
319,977
Total Non-PCD loans
3,495,146
3,461,826
3,391,594
3,278,827
3,195,295
PCD loans
4,490
4,562
4,772
4,856
4,939
Total loans receivable, net of deferred fees
$ 3,499,636
$ 3,466,388
$ 3,396,366
$ 3,283,683
$ 3,200,234
For Three Months Ended:
(Dollars in thousands)
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
Loans by Risk Grade:
Pass Grade 1 - Highest Quality
$ 90
$ 128
$ 119
$ 87
$ 666
Pass Grade 2 - Good Quality
160,761
152,946
160,228
178,999
168,177
Pass Grade 3 - Satisfactory Quality
1,641,071
1,537,862
1,556,700
1,882,934
1,842,958
Pass Grade 4 - Pass
1,501,630
1,591,207
1,469,542
1,026,499
1,034,035
Pass Grade 5 - Pass/ Watch(1)
28,633
14,599
13,765
-
-
Pass Grade 6 - Special Mention(2)
75,659
75,213
49,308
48,683
7,004
Grade 7 - Substandard(2)
84,243
86,884
139,155
138,932
139,847
Grade 8 - Doubtful(2)
7,549
7,549
7,549
7,549
7,547
Grade 9 - Loss(2)
-
-
-
-
-
Total loans
$ 3,499,636
$ 3,466,388
$ 3,396,366
$ 3,283,683
$ 3,200,234
(Dollars in thousands)
Asset Quality Information
For Three Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
Allowance for Credit Losses:
Balance at beginning of period
$ (45,964 )
$ (46,381 )
$ (45,883 )
$ (44,766 )
$ (45,985 )
Recovery of (provision for) credit losses
(1,149 )
(5,452 )
(1,549 )
(2,439 )
49
Net charge-offs
1,546
5,869
1,051
1,322
1,170
Ending balance
$ (45,567 )
$ (45,964 )
$ (46,381 )
$ (45,883 )
$ (44,766 )
Reserve for Unfunded Commitments:
Balance at beginning of period
$ (831 )
$ (870 )
$ (1,006 )
$ (1,133 )
$ (1,152 )
Recovery of (provision for) unfunded loan commitment reserve
113
39
136
127
19
Total Reserve for Unfunded Commitments
$ (718 )
$ (831 )
$ (870 )
$ (1,006 )
$ (1,133 )
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
Non-Performing Assets:
Nonaccrual loans
$ 59,018
$ 61,847
$ 84,949
$ 84,823
$ 84,973
Accruing loans delinquent 90 days or more
5,806
5,827
20,222
1,713
1,713
Total non-performing assets
$ 64,824
$ 67,674
$ 105,171
$ 86,536
$ 86,686
SBA guaranteed portion of non-performing loans
$ 3,402
$ 4,491
$ 5,033
$ 4,482
$ 4,682
(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.
10
Primis Financial Corp.
(Dollars in thousands)
Average Balance Sheet
For Three Months Ended:
For Nine Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
3Q 2026
3Q 2025
Assets
Loans held for sale
$ 196,449
$ 207,590
$ 159,007
$ 162,854
$ 130,061
$ 187,819
$ 136,273
Loans, net of deferred fees
3,398,668
3,379,938
3,297,456
3,238,184
3,143,155
3,359,058
3,039,443
Investment securities
175,278
177,451
176,582
220,343
247,008
176,432
247,243
Other earning assets
165,944
164,006
161,199
115,908
101,278
163,734
95,430
Total earning assets
3,936,339
3,928,985
3,794,244
3,737,289
3,621,502
3,887,043
3,518,389
Other assets
274,149
272,805
261,466
244,183
232,636
269,520
245,786
Total assets
$ 4,210,488
$ 4,201,790
$ 4,055,710
$ 3,981,472
$ 3,854,138
$ 4,156,563
$ 3,764,175
Liabilities and equity
Demand deposits
$ 542,184
$ 565,815
$ 533,570
$ 498,681
$ 481,697
$ 547,221
$ 465,327
Interest-bearing liabilities:
NOW and other demand accounts
894,250
856,254
838,845
837,231
834,839
863,319
820,859
Money market accounts
795,993
777,265
750,380
740,915
756,361
774,713
767,729
Savings accounts
973,431
950,932
922,152
934,092
922,048
949,026
853,474
Time deposits
306,878
311,192
316,281
315,943
324,614
311,416
329,832
Total Deposits
3,512,736
3,461,458
3,361,228
3,326,862
3,319,559
3,445,695
3,237,221
Borrowings
176,465
219,946
181,185
205,767
117,697
192,515
117,454
Total Funding
3,689,201
3,681,404
3,542,413
3,532,629
3,437,256
3,638,210
3,354,675
Other Liabilities
83,067
86,339
86,090
50,978
36,720
85,154
37,211
Total liabilites
3,772,268
3,767,743
3,628,503
3,583,607
3,473,976
3,723,364
3,391,886
Primis common stockholders' equity
438,220
434,047
427,207
397,865
380,162
433,199
368,295
Noncontrolling interest
—
—
—
—
—
—
3,994
Total stockholders' equity
438,220
434,047
427,207
397,865
380,162
433,199
372,289
Total liabilities and stockholders' equity
$ 4,210,488
$ 4,201,790
$ 4,055,710
$ 3,981,472
$ 3,854,138
$ 4,156,563
$ 3,764,175
Net Interest Income
Loans held for sale
$ 2,487
$ 3,142
$ 2,376
$ 2,511
$ 2,085
$ 8,005
$ 4,895
Loans
53,309
49,785
47,758
47,856
46,772
150,852
133,643
Investment securities
1,940
1,950
1,911
1,841
1,894
5,802
5,728
Other earning assets
1,498
1,445
1,481
1,118
1,015
4,423
2,850
Total Earning Assets Income
59,234
56,322
53,526
53,326
51,766
169,082
147,116
Non-interest bearing DDA
-
-
-
-
-
-
-
NOW and other interest-bearing demand accounts
4,743
4,446
4,244
4,124
4,549
13,433
13,667
Money market accounts
5,162
4,916
4,539
4,615
5,229
14,617
15,920
Savings accounts
7,860
7,575
7,202
7,599
8,070
22,637
22,281
Time deposits
2,432
2,451
2,517
2,639
2,723
7,400
8,592
Total Deposit Costs
20,197
19,388
18,502
18,977
20,571
58,087
60,460
Borrowings
2,727
3,179
2,950
3,497
2,163
8,856
6,080
Total Funding Costs
22,924
22,567
21,452
22,474
22,734
66,943
66,540
Net Interest Income
$ 36,310
$ 33,755
$ 32,074
$ 30,852
$ 29,032
$ 102,139
$ 80,576
Net Interest Margin
Loans held for sale
5.02 %
6.07 %
6.06 %
6.12 %
6.36 %
5.70 %
4.80 %
Loans
6.22 %
5.91 %
5.87 %
5.86 %
5.90 %
6.00 %
5.88 %
Investments
4.39 %
4.41 %
4.39 %
3.31 %
3.04 %
4.40 %
3.10 %
Other Earning Assets
3.58 %
3.53 %
3.73 %
3.83 %
3.98 %
3.61 %
3.99 %
Total Earning Assets
5.97 %
5.75 %
5.72 %
5.66 %
5.67 %
5.82 %
5.59 %
NOW
2.10 %
2.08 %
2.05 %
1.95 %
2.16 %
2.08 %
2.23 %
MMDA
2.57 %
2.54 %
2.45 %
2.47 %
2.74 %
2.52 %
2.77 %
Savings
3.20 %
3.20 %
3.17 %
3.23 %
3.47 %
3.19 %
3.49 %
CDs
3.14 %
3.16 %
3.23 %
3.31 %
3.33 %
3.18 %
3.48 %
Cost of Interest Bearing Deposits
2.70 %
2.69 %
2.65 %
2.66 %
2.88 %
2.68 %
2.92 %
Cost of Deposits
2.28 %
2.25 %
2.23 %
2.26 %
2.46 %
2.25 %
2.50 %
Other Funding
6.13 %
5.80 %
6.60 %
6.74 %
7.29 %
6.15 %
6.92 %
Total Cost of Funds
2.47 %
2.46 %
2.46 %
2.52 %
2.62 %
2.46 %
2.65 %
Net Interest Margin
3.66 %
3.45 %
3.43 %
3.28 %
3.18 %
3.51 %
3.06 %
Net Interest Spread
3.08 %
2.84 %
2.83 %
2.72 %
2.62 %
2.92 %
2.51 %
11
Primis
Financial Corp.
(Dollars in thousands, except per share data)
For Three Months Ended:
For Nine Months Ended:
3Q 2026
2Q 2026
1Q 2026
4Q 2025
3Q 2025
3Q 2026
3Q 2025
Reconciliation of Non-GAAP items:
Net income available to Primis' common shareholders
$ 8,672
$ 9,426
$ 7,312
$ 29,540
$ 6,830
$ 25,410
$ 31,903
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
-
-
-
-
-
-
1,125
Gain on sale-leaseback
-
-
-
(50,573 )
-
-
-
Transaction costs related to sale-leaseback
-
-
-
1,126
-
-
-
Gains on Panacea Financial Holdings investment
-
-
-
-
-
-
(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
-
1,264
5,929
Operating net income available to Primis' common shareholders
$ 8,672
$ 5,596
$ 8,071
$ 2,359
$ 6,830
$ 22,339
$ 7,180
Net income available to Primis' common shareholders
$ 8,672
$ 9,426
$ 7,312
$ 29,540
$ 6,830
$ 25,410
$ 31,903
Income tax expense
2,255
2,704
3,014
6,725
1,907
7,973
7,988
Provision (benefit) for credit losses (incl. unfunded commitment expense/benefit)
1,036
5,413
1,413
2,312
(68 )
7,862
9,862
Pre-tax pre-provision earnings
$ 11,963
$ 17,543
$ 11,739
$ 38,577
$ 8,669
$ 41,245
$ 49,753
Effect of adjustment for nonrecurring income and expenses
-
(5,853 )
-
(34,670 )
-
(5,853 )
(30,652 )
Pre-tax pre-provision operating earnings
$ 11,963
$ 11,690
$ 11,739
$ 3,907
$ 8,669
$ 35,392
$ 19,101
Return on average assets
0.80 %
0.90 %
0.76 %
2.94 %
0.70 %
0.82 %
1.13 %
Effect of adjustment for nonrecurring income and expenses
0.00 %
(0.37 )%
0.08 %
(2.71 )%
0.00 %
(0.10 )%
(0.88 )%
Operating return on average assets
0.80 %
0.53 %
0.84 %
0.23 %
0.70 %
0.72 %
0.25 %
Return on average assets
0.80 %
0.90 %
0.76 %
2.94 %
0.70 %
0.82 %
1.13 %
Effect of tax expense
0.21 %
0.26 %
0.30 %
0.67 %
0.20 %
0.26 %
0.28 %
Effect of provision for credit losses (incl. unfunded commitment expense)
0.10 %
0.52 %
0.14 %
0.23 %
(0.01 )%
0.25 %
0.35 %
Pre-tax pre-provision return on average assets
1.11 %
1.68 %
1.20 %
3.84 %
0.89 %
1.33 %
1.76 %
Effect of adjustment for nonrecurring income and expenses
0.00 %
(0.56 )%
0.00 %
(3.45 )%
0.00 %
(0.19 )%
(1.09 )%
Pre-tax pre-provision operating return on average assets
1.11 %
1.12 %
1.20 %
0.39 %
0.89 %
1.14 %
0.67 %
Return on average common equity
7.67 %
8.71 %
7.24 %
29.46 %
7.13 %
7.89 %
11.58 %
Effect of adjustment for nonrecurring income and expenses
0.00 %
(3.54 )%
0.72 %
(27.10 )%
0.00 %
(0.94 )%
(8.97 )%
Operating return on average common equity
7.67 %
5.17 %
7.96 %
2.36 %
7.13 %
6.95 %
2.61 %
Effect of goodwill and other intangible assets
2.08 %
1.48 %
2.23 %
0.71 %
2.32 %
1.91 %
0.89 %
Operating return on average tangible common equity
9.75 %
6.65 %
10.19 %
3.07 %
9.45 %
8.86 %
3.50 %
Efficiency ratio
75.47 %
68.48 %
73.97 %
52.14 %
78.81 %
72.43 %
67.71 %
Effect of adjustment for nonrecurring income and expenses
0.00 %
8.03 %
0.00 %
38.91 %
0.00 %
2.93 %
18.32 %
Operating efficiency ratio
75.47 %
76.51 %
73.97 %
91.05 %
78.81 %
75.36 %
86.03 %
Earnings per common share - Basic
$ 0.35
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 1.03
$ 1.29
Effect of adjustment for nonrecurring income and expenses
-
(0.15 )
0.03
(1.10 )
-
(0.13 )
(1.00 )
Operating earnings per common share - Basic
$ 0.35
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ 0.90
$ 0.29
Earnings per common share - Diluted
$ 0.35
$ 0.38
$ 0.30
$ 1.20
$ 0.28
$ 1.03
$ 1.29
Effect of adjustment for nonrecurring income and expenses
-
(0.15 )
0.03
(1.10 )
-
(0.13 )
(1.00 )
Operating earnings per common share - Diluted
$ 0.35
$ 0.23
$ 0.33
$ 0.10
$ 0.28
$ 0.90
$ 0.29
Book value per common share
$ 17.57
$ 17.49
$ 17.25
$ 17.12
$ 15.51
$ 17.57
$ 15.51
Effect of goodwill and other intangible assets
(3.76 )
(3.77 )
(3.78 )
(3.78 )
(3.80 )
(3.76 )
(3.80 )
Tangible book value per common share
$ 13.81
$ 13.72
$ 13.47
$ 13.34
$ 11.71
$ 13.81
$ 11.71
Net charge-offs as a percent of average loans (annualized)
0.17 %
0.65 %
0.12 %
0.16 %
0.14 %
0.34 %
0.79 %
Impact of third-party consumer portfolio
0.00 %
(0.12 )%
(0.06 )%
(0.11 )%
(0.11 )%
(0.08 )%
(0.71 )%
Core net charge-offs as a percent of average loans (annualized)
0.17 %
0.53 %
0.06 %
0.05 %
0.03 %
0.26 %
0.08 %
Total Primis common stockholders' equity
$ 435,832
$ 433,829
$ 427,198
$ 422,896
$ 382,153
$ 435,832
$ 382,153
Less goodwill and other intangible assets
(93,475 )
(93,482 )
(93,488 )
(93,495 )
(93,502 )
(93,475 )
(93,502 )
Tangible common equity
$ 342,357
$ 340,347
$ 333,710
$ 329,401
$ 288,651
$ 342,357
$ 288,651
Common equity to assets
10.14 %
9.96 %
10.04 %
10.45 %
9.66 %
10.14 %
9.66 %
Effect of goodwill and other intangible assets
(2.00 )%
(1.97 )%
(2.02 )%
(2.12 )%
(2.18 )%
(2.00 )%
(2.18 )%
Tangible common equity to tangible assets
8.14 %
7.99 %
8.02 %
8.33 %
7.48 %
8.14 %
7.48 %
12
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2628091d1_ex99-2.htm · Sequence: 3
Exhibit 99.2
Primis Financial Corp. NASDAQ: FRST Third 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, Banking Valet 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 and continued development 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 , unless required by law . 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 common equity ; operating return on average tangible common 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 October 20, 2026. Financial data as of or for the three months ended September 30, 2026. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Capital IQ 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) : Dividend Yield: $389 0.89x 1.13x 10.18x 7.90x 2.55% Key Metrics Total Assets: Total Loans HFI: Total Deposits: TCE / TA (1) : ROAA: ROATCE (1) : Net Interest Margin: Cost of Core Bank Deposits: $4.30B $3.50B $3.47B 8.14% 0.80% 9.75% 3.66% 1.63% 4
• Margin expanded 21 bps vs Q2’26 (14 bps excluding interest recovery) • Demonstrated core earnings power that continues to build • If mortgage net overhead was just breakeven in Q3’26, consolidated ROAA would have been approx. 1.00% • Material operating leverage expected to continue • Diversified business lines provide strong earnings base : • Core Bank ROA of 1.42% • Mortgage Warehouse loans up 53% YoY to $501MM with PTPP ROA >2% • Primis Mortgage funded $347MM in Q3’26, up 13% YoY (YTD funded volume of $1.1B, up 42% YoY) • Panacea loans up 37 % annualized from June 30, 2026 ( including HFS) Q3 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 Nine Months Ended September 30 As of or for the Three Months Ended September 30 2025 2026 2025 2026 $31.90 $25.41 $6.83 $8.67 Net Income (Loss) $19.10 $33.98 $8.67 $11.96 Pre - Tax Pre - Provision Op. Net Income(1) 1.13% 0.82% 0.70% 0.80% ROAA 0.67% 1.10% 0.89% 1.11% Pre - Tax Pre - Provision Op. ROAA(1) $80.6 $102.1 $29.0 $36.3 Net Interest Income 3.06% 3.51% 3.18% 3.66% Net Interest Margin $3,955 $4,300 $3,955 $4,300 Total Assets $3,200 $3,500 $3,200 $3,500 Gross Loans HFI $3,336 $3,473 $3,336 $3,473 Total Deposits $3,518 $3,887 $3,622 $3,936 Average Earning Assets $465 $547 $482 $542 Avg. Noninterest Bearing Deposits (“NIB”) 14.4% 15.9% 14.5% 15.4% Avg. NIB / Avg. Total Deposits 7.48% 8.14% 7.48% 8.14% TCE / TA $11.71 $13.81 $11.71 $13.81 Tangible Book Value per Share
• Core Bank is 100% core funded with customers that walk in our branches or use our technology • Banking Valet service (proprietary branch delivery app) used extensively: • Over 87 % are commercial customers • Directly generated over $75MM of deposits • Focus on NIB driving results with NIB 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 Dollars in thousands. (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 ) Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 $22,489 $21,482 $22,071 $22,696 $22,722 Net Interest Income $280 $3,147 ($328) $935 $189 Provision (recovery) $2,833 $2,947 $1,894 $1,898 $1,996 Non - Interest Income $13,507 $13,817 $13,401 $13,441 $14,081 Non - Interest Expense $11,816 $10,612 $10,563 $11,154 $10,638 Pre - Tax Pre - Provision $11,536 $7,465 $10,891 $10,219 $10,448 Pre - Tax Income $2,250 $1,456 $2,124 $1,993 $2,037 Taxes $9,287 $6,009 $8,767 $8,226 $8,411 Net Income 1.42% 0.93% 1.37% 1.26% 1.27% Return on Assets (Adjusted) 1.46% 1.34% 1.36% 1.38% 1.30% Pre Provision ROA (Adjusted) 3.78% 3.65% 3.77% 3.79% 3.71% Net Interest Margin 53.73% 56.42% 55.22% 55.06% 57.40% Efficiency Consolidated 1.64% 1.68% 1.77% 1.79% 1.84% Overhead Ratio
Highly Scalable Business at 6.84 % Yield in Q3 • Q3’26 YTD operating ratios on $399 million in average loans: • PTPP ROAA: 2.57% • Yields: 6.80% • Margin: 3.41% (with FTP funding) • Efficiency: 25% • Q3’26 average loans of $427 million up slightly from Q2’26 in the face of substantial industry headwinds • Low cost/NIB balances are generally were 11% of average loans in Q3’26 Mortgage Warehouse Lending Dollars in Millions 7 • $2.0 billion in commitments with 183 customers • Yields structured to be the note rate with floors to protect bank margin and fees that generate approximately 75 - 100bps over note rate $327 $318 $460 $544 $501 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 53% Growth in Loan Balances YoY
• Attractive platform allows for selective recruiting to position for higher volumes • Aggressively eliminating costs for the current environment • $40 million of construction - to - perm loans closed in Q3’26 • Attractive fee income and rates during construction with wider than average GOS margin at sale • YTD funded volume of $1.1 billion through Q3’26, up 42% from $797 million in the same period of 2025 Primis Mortgage Dollars in Millions 8 Managing Through Rate Environment $151 $230 $165 $308 $367 $347 Q1'24 Q3'24 Q1'25 Q3'25 Q1'26 Q3'26 13% Growth YoY Funded
• Growth in Q3’26: • 23% Growth in Loans YoY • 56% Growth in Deposits YoY • $39 million of commercial loans moved to held for sale at September 30, 2026 • $32 million sold in Q3’26 • 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 $133 $128 $153 $169 $207 $548 $544 $600 $617 $674 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Total Deposits Total Loans
Net Interest Margin & Income 10 Net Interest Margin • $570 million of fixed rate loans with a 5.31% weighted average coupon reprice over the next 4 quarters • Additional $530 million of floating - rate loans are indexed to Prime and SOFR and reprice directly with Fed rate moves • Bank’s focus is squarely on deposit mix and continued momentum in checking through Banking Valet advantage 3.66% 3.45% 3.43% 3.28% 3.18% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25
Balance Sheet – Loans and Deposits by Type and Division 11 Panacea $635 18% Life Premium Finance $122 4% Consumer Program $69 2% Mortgage Warehouse $501 14% Core Bank $2,173 62% Loans by Portfolio Type (Millions) Digital $1,044 30% Mortgage Warehouse $39 1% Panacea $207 6% Core Bank $2,183 63% Deposits by Division (Millions) Dollars in Millions Loan balances represent loans held for investment (HFI) only; excludes loans held for sale.
Deposit Composition – Q3’26 Deposits Dollars in Millions 12 • Approximately 80% of our commercial checking balances have Banking Valet • 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 13% year - over - year • Core Bank benefitting from Banking Valet convenience for customers • Warehouse funding 10% - 15% of outstanding balances with NIB Deposit and Cost Trends Demand Deposits 14% NOW Accounts 26% Money Market Accounts 23% Savings Accounts 28% Time Deposits 9% $3,473 $3,446 $3,423 $3,396 $3,336 2.28% 2.25% 2.23% 2.26% 2.46% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 Total Deposits Cost of Deposits
75.47% 76.51% 73.97% 91.05% 78.81% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 Efficiency and Operating Expense (1) See reconciliation of Non - GAAP financial measures on slide 19 . 13 • Core operating expense burden of $24.2 million in Q3’26 versus $24.9 million in Q2’26 and $ 21.6 million in Q3’25 • All 2026 quarters include approx. $1.4 million of lease expense , net of reduced depreciation, from the Q4’25 sale - leaseback • Q3’26 also included approx. $ 1.4 million of loan related expenses and approx. $ 0.4 million of professional fees and other third - party expenses • Excluding these, core burden essentially flat with the Q2’26 run rate and below Q3’25 when adjusting for net lease expense • Approx . $ 3.0 million of annualized savings expected from vendor consolidation and statement services beginning early 2027 • Quarterly amortization of digital platform development costs of $0.8 million expected to end in Q3’27 • Aggressively pursuing additional efficiencies through AI to drive further operating leverage as revenue grows Operating Efficiency Ratio (1) Core Opex Burden – 5 Quarters Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 ($ in thousands) 37,155 38,207 33,754 42,164 32,313 Reported Noninterest Expense - - - ($1,126) - Nonrecurring ($10,159) ($11,526) ($10,545) ($10,048) ($8,214) Primis Mortgage Expenses ($2,674) ($1,507) ($1,040) ($2,614) ($2,100) Panacea Net Expense ($281) ($300) ($347) ($391) ($439) Consumer Program Servicing Fee $113 $39 $136 $127 $19 Reserve for Unfunded Commitment ($13,001) ($13,294) ($11,796) ($14,052) ($10,734) Total Adjustments $24,154 $24,913 $21,958 $28,112 $21,579 Core Operating Expense Burden
Loan Portfolio (1) Dollars in millions 14 Non - Owner Occupied CRE Breakdown (1) • Hotel down to $156 million from ~$300 million in early 2020 • 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 • Office weighted average LTV of 64% CRE - OO 16% CRE - NOO 15% C&D 4% Residential 21% C&I 34% Consumer 8% Other 2% Hotel $156 Office $150 Retail $57 Assisted Living $37 Mixed Use $45 Warehouse/Industrial $31 All other $53
Asset Quality (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Excludes SBA guaranteed portion of loans. 15 Classified Loans / Total Loans (ex. PPP) (2) Core NCOs / Average Loans (1) • Nonaccrual loans down $2.8 million to $59.0 million in Q3’26 • NPAs/Assets of 1.43% at September 30, 2026 versus 1.45% at June 30, 2026 • Provision of $1.1 million for Q3’26 largely driven by loan growth in the quarter • ACL to total loans of 1.30% • Core net charge - offs of 0.17% (annualized) in Q3’26 versus 0.53% in Q2’26 • Q3’26 C/O’s largely driven by one credit previously reserved for 0.03% 0.05% 0.06% 0.53% 0.17% Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 2.53% 2.60% 4.18% 4.33% 4.46% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25
Capital Ratios CET1 ratio estimated and subject to revision pending regulatory filings. (1) See reconciliation of Non - GAAP financial measures on slide 19. 16 CET1 Ratio TCE / TA (1) 9.62% 9.33% 9.18% 9.36% 8.62% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 8.14% 7.99% 8.02% 8.33% 7.48% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25
Per Share Results (1) See reconciliation of Non - GAAP financial measures on slide 19 (2) Data from Capital IQ with pricing as of October 20, 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) • 2027 estimates are achievable and lead to attractive ROE • 33% upside to the peer group average valuation of 1.5x $13.81 $13.72 $13.47 $13.34 $11.71 Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 0.56 1.10 1.13 1.24 1.29 1.32 1.38 1.45 1.61 1.74 1.91 2.50 3.06 BCBP MNSB MVBF FRBA FRST JMSB SFST CARE BRBS MPB CBAN CFFI CCNE HTB SHBI PFIS BWFG ORRF CCBG SMBK ACNB MCBS FCBC CHCO Price / Tangible Book(2) 7.9 8.6 9.5 9.6 9.9 10.1 10.6 11.2 11.5 12.0 13.2 14.7 16.2 FRST CBAN JMSB CCNE MPB ORRF PFIS SFST MNSB FRBA SHBI CFFI MCBS HTB ACNB BWFG MVBF CARE SMBK BCBP CCBG CHCO FCBC Price/ 2027 Earnings Per Share (2)
• Desirable and profitable Core Bank paired with attractive nationwide business lines • Profitability thesis intact – absent mortgage market disruption Q3’26 would have hit 1.00% ROAA • 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 Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 $8,672 $9,426 $7,312 $29,540 $6,830 Net income available to Primis' common shareholders Non - GAAP adjustments to Net Income: $14,777 Loss on sale of investment securities ($50,573) Gain on sale - leaseback $1,126 Transaction costs related to sale - leaseback ($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 Income tax effect $8,672 $5,596 $8,071 $2,359 $6,830 Operating net income (loss) available to Primis' common shareholders 0.80% 0.90% 0.76% 2.94% 0.70% Return on average assets 0.00% (0.37%) 0.08% (2.71%) 0.00% Effect of adjustment for nonrecurring income and expenses 0.80% 0.53% 0.84% 0.23% 0.70% Operating return on average assets 7.67% 8.71% 7.24% 29.46% 7.13% Return on average common equity 0.00% (3.54%) 0.72% (27.10%) 0.00% Effect of adjustment for nonrecurring income and expenses 7.67% 5.17% 7.96% 2.36% 7.13% Operating return on average common equity 2.08% 1.48% 2.23% 0.71% 2.32% Effect of goodwill and other intangible assets 9.75% 6.65% 10.19% 3.07% 9.45% Operating return on average tangible common equity 75.47% 68.48% 73.97% 52.14% 78.81% Efficiency ratio 0.00% 8.03% 0.00% 38.91% 0.00% Effect of adjustment for nonrecurring income and expenses 75.47% 76.51% 73.97% 91.05% 78.81% Operating efficiency ratio $17.57 $17.49 $17.25 $17.12 $15.51 Book value per common share ($3.76) ($3.77) ($3.78) ($3.78) ($3.80) Effect of goodwill and other intangible assets $13.81 $13.72 $13.47 $13.34 $11.71 Tangible book value per common share 0.17% 0.65% 0.12% 0.16% 0.14% Net charge - offs as a percent of average loans (annualized) 0.00% (0.12%) (0.06%) (0.11%) (0.11%) Impact of third - party consumer portfolio 0.17% 0.53% 0.06% 0.05% 0.03% Core net charge - offs as a percent of average loans (annualized) 10.14% 9.96% 10.04% 10.45% 9.66% Common equity to assets (2.00%) (1.97%) (2.02%) (2.12%) (2.18%) Effect of goodwill and other intangible assets 8.14% 7.99% 8.02% 8.33% 7.48% Tangible common equity to tangible assets
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