Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2025

Declares Quarterly Cash Dividend of $0.10 Per Share

MCLEAN, Va., Jan. 29, 2026 /PRNewswire/ -- 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 $30 million, or $1.20 per diluted share, for the three months ended December 31, 2025, compared to a net loss available to common shareholders of $23 million, or a loss of $0.94 per diluted share, for the three months ended December 31, 2024. For the twelve months ended December 31, 2025, the Company reported net income available to common shareholders of $61 million, or $2.49 per diluted share, compared to a net loss available to common shareholders of $16 million, or a loss of $0.66 per diluted share, for the same period in 2024.

2025 Accomplishments

The Company's fundamentals showed significant improvement through the course of 2025 which we believe positions us for robust full-year profitability in 2026. Significant areas of improvement year-over-year are detailed in the chart below:

As of or for the Three Months

Ended

($ in millions except per share)

12/31/2025

12/31/2024

Var.

Total Assets

$4,047

$3,690

Gross Loans HFI

3,284

2,887

Total Deposits

3,396

3,171

Average Earning Assets

$3.737

$3,577

Noninterest Bearing Deposits ("NIB")

554

439

NIB / Total Deposits

16.3

14.4

190

bps

TCE / TA

8.33

7.16

117

bps

Tangible Book Value per Share

$13.34

$10.42

Net Interest Income

$30,852

$26,077

Net Interest Margin

3.28

2.90

bps

Retail Mortgage Volume

$378

$205

Commenting on the results, Dennis J. Zember, Jr., President and Chief Executive Officer of the Company, stated, "We spent 2025 harvesting some of the embedded gains on our balance sheet and used those gains to reposition the Company for 2026 and beyond. We rebuilt capital levels and tangible book value and eliminated the noise and excess exposure to the consumer loan portfolio. But the year was more about offense than defense, which is reflected in a substantial increase in earning assets and the portion funded with non-interest bearing demand deposits. The core bank along with all of our divisions had the best year in the last decade and are prepared to continue that momentum into 2026."

Division Updates

2025 saw strong results from the Company's focus on its core Bank and lines of business that drive premium operating results. The fourth quarter of 2025 demonstrated progress in key areas that are expected to drive profitability 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:

Approximately 23% 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, which directly supports more than $200 million of mostly commercial clients in the Bank's footprint. Approximately $30 million of checking accounts are associated with customers that use V1BE every week. The Company is frequently approached by other community banks looking to use this technology with their own customers. Primis is currently implementing enhancements to make V1BE easier to license to other banks and expects to have its first customer onboard in 2026.

Primis Mortgage

Primis Mortgage had closed mortgage volume of $378 million in the fourth quarter of 2025, up 84% compared to the same quarter in 2024. Construction-to-permanent loan volume was $32 million in the fourth quarter of 2025 versus $2 million in the same period in 2024. Pre-tax earnings related to mortgage were approximately $1.4 million for the fourth quarter of 2025, up substantially from a loss of $0.4 million in the fourth quarter of 2024.

Mortgage Warehouse

Mortgage warehouse lending activity was significant in 2025 following the expansion of the team in the fall of 2024. Outstanding loan balances at December 31, 2025 were $318 million, up 398% from $64 million at December 31, 2024. Average loan balances were $300 million in the fourth quarter of 2025, up 43% from $210 million in the third quarter of 2025 and up 812% from $33 million in the fourth quarter of 2024. Mortgage warehouse also funded on average approximately 14% of its balance sheet with associated customer noninterest bearing deposit balances during the fourth quarter of 2025.

Panacea Financial

Panacea's growth remained strong through the fourth quarter of 2025 with loans outstanding of $544 million, up 25% compared to the end of 2024 and after a $54 million loan sale in December 2025. At the end of the fourth quarter of 2025, Panacea customer deposits totaled $128 million, up 39% from December 31, 2024. Panacea continues to be the platform of choice for healthcare bankers with additional recruiting success in the fourth quarter of 2025. Flow loan sales will begin in the first quarter of 2026 on the heels of the fourth quarter 2025 loan sale allowing for continued high growth rates without straining the Company's balance sheet. Panacea is the number one ranked "Bank for doctors" on Google and banks over 7,500 professionals and practices nationwide.

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 fourth quarter of 2025 with approximately $1.0 billion of deposits with a cost of deposits of 3.79% in the month of December 2025, compared to $1.0 billion at December 31, 2024 with a cost of 4.72%. The platform also successfully grew business accounts in 2025 with small business balances reaching $16 million at December 31, 2025, up substantially from $2 million at December 31, 2024. Over 1,200 of our digital accounts have come from referrals from another customer and approximately 82% of our consumer accounts have been with the Bank for over two years.

Net Interest Income

Net interest income in the fourth quarter of 2025 was $31 million, up 18% versus $26 million in the fourth quarter of 2024. As noted above, the Company's net interest margin improved to 3.28% in the fourth quarter of 2025 compared to 2.90% in the same quarter of 2024 with the expansion driven by robust earning asset growth funded at attractive incremental margins.

Yield on earnings assets in the fourth quarter of 2025 declined one basis point and five basis points versus the third quarter of 2025 and fourth quarter of 2024, respectively. Yield on investments increased 33 basis points year-over-year largely due to the previously announced portfolio restructuring and offsetting declines in yield on loans and yield on other earning assets driven by recent rate cuts.

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 fourth quarter of 2025, the Company reported cost of interest-bearing deposits of 2.66% compared to 3.25% in the same quarter in 2024. Cost of funds was 2.52% in the fourth quarter of 2025, down 45 basis points from 2.97% in the fourth quarter of 2024.

The portfolio restructuring described above occurred in the middle of December 2025 and the Company intends to redeem $27 million of subordinated debt on January 31, 2026. If both balance sheet changes had been in place for all of the fourth quarter of 2025, net interest margin would have been higher by 11 basis points.

Noninterest Income

Noninterest income was $50 million in the fourth quarter of 2025 versus $13 million in the fourth quarter of 2024 with a substantial portion of the increase driven by a $51 million gain from the Company's previously announced sale leaseback transaction offset by a $15 million loss on investment portfolio restructuring. The fourth quarter of 2024 also benefited from a $5 million gain from the sale of the Life Premium Finance division. Excluding these items, noninterest income was $14 million in the fourth quarter of 2025 versus $8 million in the fourth quarter of 2024. Mortgage related income grew 100% to $10 million in the fourth quarter of 2025 compared to $5 million in the same quarter in 2024. Noninterest income for the fourth quarter of 2025 also included a $1.5 million gain from the sale of Panacea loans that had been moved to held-for-sale in the third quarter of 2025. As previously disclosed, the Company is currently in the process of restructuring its bank-owned life insurance portfolio which is anticipated to improve noninterest income by approximately $1.2 million annually beginning late in the second quarter of 2026.

Noninterest Expense

Noninterest expense was $42 million for the fourth quarter of 2025, compared to $38 million for the same quarter of 2024. The following table reflects the core operating expense burden at the Company, net of mortgage related and Panacea division impacts.

($ in thousands)

4Q25

3Q25

2Q25

1Q25

4Q24

Reported Noninterest Expense

$42,164

$32,313

$31,942

$32,516

$37,841

PFH Consolidated Expenses

(4,754)

(3,641)

Noninterest Expense Excl. PFH

$42,164

$32,313

31,942

27,762

34,200

Nonrecurring

(1,126)

(232)

(1,144)

(3,686)

Primis Mortgage Expenses

(10,048)

(8,214)

(8,514)

(5,569)

(6,354)

Panacea Net Expense

(2,614)

(2,100)

(370)

384

115

Consumer Program Servicing Fee

(391)

(439)

(518)

(622)

(681)

Reserve for Unfunded Commitment

127

(18)

(13)

Total Adjustments

(14,052)

(10,734)

(9,652)

(6,964)

(10,600)

Core Operating Expense Burden

$28,112

$21,579

$22,290

$20,798

$23,600

Core operating expense burden, as defined above, was $28 million in the fourth quarter of 2025 versus $24 million in the fourth quarter of 2024. As described further below, certain items impacted the fourth quarter of 2025 that management does not consider part of run rate expenses. Adjusting for these expense, core operating expense burden would have been approximately $22 million in the fourth quarter of 2025, in line with core operating expense in the fourth quarter of 2024 after adjusting for certain items disclosed at that time.

A portion of the increased reported noninterest expense was due to the mortgage company driven by its growth in production and revenues. Nonrecurring expenses in the fourth quarter of 2025 were driven by transaction costs related to the Company's previously announced sale leaseback transaction. Of the remaining increase in expense, the largest portion was approximately $4 million related to higher compensation expense in the fourth quarter of 2025 tied to the substantial improvement in operating results to finish the year and the majority of which was in the form of restricted stock expense. Expenses in the fourth quarter of 2025 also include $1.1 million in legal fees associated with a mortgage recruiting lawsuit that management expects to normalize in the first half of 2026. The fourth quarter of 2025 included $0.3 million of data processing expense related to the finalization of the Company's contract renewal in the quarter. Lastly, lease expense increased $0.4 million due to a partial month of the sale leaseback transaction that was completed in early December 2025 with quarterly lease expense related to the transaction of approximately $1.5 million going forward.

These expenses, with the exception of lease expense, are not expected to add to core operating expense in 2026. Including increased lease expense, management believes quarterly core operating expense burden of $23 to $24 million in 2026 is achievable and will drive substantial operating leverage.

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.3 billion at December 31, 2025 compared to $3.2 billion at September 30, 2025 and $2.9 billion at December 31, 2024. Important drivers in these levels are seen below:

Nonperforming assets, excluding portions guaranteed by the SBA, were 2.03% of total assets at December 31, 2025 compared to 2.07% of total assets at September 30, 2025. Substandard and nonaccrual loans were essentially flat linked-quarter.

The Company recorded a provision for credit losses of $2.4 million for the fourth quarter of 2025 compared to a provision for credit losses of $33 million for the fourth quarter in 2024. Approximately $0.6 million of the fourth quarter 2025 provision was related to growth in the loan portfolio with another $0.6 million related to the Consumer Program portfolio. Lastly, changes in impairment amounts for individually evaluated loans contributed $1 million to the provision in the fourth quarter of 2025. Core net charge-offs as a percentage of average loans were 5 basis points, flat with the same period a year ago.

As a percentage of loans held for investment, the allowance for credit losses was 1.40% at the end of the fourth quarter of 2025 compared to 1.86% at the end of the fourth quarter of 2024. Total allowance and discounts on the consumer loan program portfolio totaled $8.1 million at December 31, 2025, which represents 8.4% of gross principal balance and 453% of loans more than one period delinquent as of that date.

Deposits and Funding

Total deposits at December 31, 2025 were $3.3 billion, up $0.1 billion when compared to the same period in 2024. Noninterest bearing demand deposits were $554 million at December 31, 2025, an increase of 26% compared to balances at December 31, 2024. The Company had FHLB advances totaling $25 million outstanding at December 31, 2025 down from $85 million at September 30, 2025 and versus no advances at December 31, 2024.

Shareholders' Equity

Tangible book value per common share (1) at the end of the fourth quarter of 2025 was $13.34, an increase of $2.92 or 28% from levels reported at December 31, 2024. Tangible common equity (1) ended the fourth quarter of 2025 at $329 million, or 8.33% of tangible assets (1).

The Board of Directors declared a dividend of $0.10 per share payable on February 27, 2026 to shareholders of record on February 13, 2026. This is Primis' fifty-seventh consecutive quarterly dividend.

About Primis Financial Corp.

As of December 31, 2025, Primis had $4.0 billion in total assets, $3.2 billion in total loans held for investment and $3.3 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 fourth quarter results on Friday, January 30, 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/704458155. Participants may also call 1-888-330-3573 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days by calling 1-800-770-2030 and providing Replay Access Code 4440924.

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 net income adjusted for nonrecurring income and expenses; 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; 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 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.

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; 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 fourth 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, 2024, 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.

Primis Financial Corp.

Financial Highlights (unaudited)

(Dollars in thousands, except per share data)

For Three Months Ended:

For Twelve Months Ended:

Selected Performance Ratios:

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

4Q 2025

4Q 2024

Return on average assets

2.94 %

0.70 %

0.26 %

2.52 %

(2.43 %)

1.61 %

(0.42 %)

Operating return on average assets (1)

0.23 %

0.70 %

(0.34 %)

0.40 %

(2.51 %)

0.25 %

(0.39 %)

Pre-tax pre-provision return on average assets

3.84 %

0.89 %

1.20 %

3.32 %

0.44 %

2.32 %

0.76 %

Pre-tax pre-provision operating return on average assets (1)

0.39 %

0.89 %

0.44 %

0.71 %

0.33 %

0.61 %

0.80 %

Return on average common equity

29.46 %

7.13 %

2.57 %

26.66 %

(24.28 %)

16.35 %

(4.34 %)

Operating return on average common equity (1)

2.36 %

7.13 %

(3.40 %)

4.21 %

(25.13 %)

2.54 %

(3.97 %)

Operating return on average tangible common equity (1)

3.07 %

9.45 %

(4.51 %)

5.78 %

(33.33 %)

3.38 %

(5.32 %)

Cost of funds

2.52 %

2.62 %

2.67 %

2.97 %

2.62 %

3.09 %

Net interest margin

3.28 %

3.18 %

2.86 %

3.15 %

2.90 %

3.12 %

2.86 %

Core net interest margin (1)

3.29 %

3.15 %

3.12 %

3.13 %

2.91 %

3.17 %

2.93 %

Gross loans to deposits

96.70 %

95.92 %

93.65 %

96.04 %

91.06 %

96.70 %

91.06 %

Efficiency ratio

52.14 %

78.81 %

73.92 %

55.39 %

96.41 %

62.09 %

85.26 %

Operating efficiency ratio (1)

91.05 %

78.81 %

88.67 %

91.97 %

98.92 %

87.48 %

83.51 %

Per Common Share Data:

Earnings per common share - Basic

$ 1.20

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 2.49

$ (0.66)

Operating earnings per common share - Basic (1)

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.39

$ (0.60)

Earnings per common share - Diluted

$ 1.20

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 2.49

$ (0.66)

Operating earnings per common share - Diluted (1)

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.39

$ (0.60)

Book value per common share

$ 17.12

$ 15.51

$ 15.27

$ 15.19

$ 14.23

$ 17.12

$ 14.23

Tangible book value per common share (1)

$ 13.34

$ 11.71

$ 11.48

$ 11.40

$ 10.42

$ 13.34

$ 10.42

Cash dividend per common share

$ 0.10

$ 0.40

Weighted average shares outstanding - Basic

24,634,544

24,632,202

24,701,319

24,706,593

24,701,260

24,668,367

24,688,006

Weighted average shares outstanding - Diluted

24,654,037

24,643,889

24,714,229

24,722,734

24,701,260

24,683,425

24,688,006

Shares outstanding at end of period

24,695,385

24,644,385

24,643,185

24,722,734

24,695,385

24,722,734

Asset Quality Ratios:

Non-performing assets as a percent of total assets, excluding SBA guarantees

2.03 %

2.07 %

1.90 %

0.28 %

0.29 %

2.03 %

0.29 %

Net charge-offs (recoveries) as a percent of average loans (annualized)

0.16 %

0.14 %

0.80 %

1.47 %

3.83 %

0.65 %

1.48 %

Core net charge-offs (recoveries) as a percent of average loans (annualized) (1)

0.05 %

0.03 %

0.15 %

0.06 %

0.05 %

0.07 %

0.05 %

Allowance for credit losses to total loans

1.40 %

1.47 %

1.45 %

1.86 %

1.40 %

1.86 %

Capital Ratios:

Common equity to assets

10.45 %

9.66 %

9.72 %

10.16 %

9.53 %

Tangible common equity to tangible assets (1)

8.33 %

7.48 %

7.49 %

7.82 %

7.16 %

Leverage ratio (2)

8.79 %

8.32 %

8.34 %

8.71 %

7.76 %

Common equity tier 1 capital ratio (2)

9.53 %

8.62 %

8.92 %

9.35 %

8.74 %

Tier 1 risk-based capital ratio (2)

9.81 %

8.91 %

9.22 %

9.66 %

9.05 %

Total risk-based capital ratio (2)

12.60 %

12.02 %

12.43 %

12.96 %

12.53 %

(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.

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Condensed Consolidated Balance Sheets (unaudited)

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

Assets

Cash and cash equivalents

$ 143,607

$ 63,881

$ 94,074

$ 57,044

$ 64,505

Investment securities-available for sale

171,377

234,660

242,073

241,638

235,903

Investment securities-held to maturity

6,981

8,550

8,850

9,153

9,448

Loans held for sale

166,066

202,372

126,869

74,439

247,108

Loans receivable, net of deferred fees

3,283,683

3,200,234

3,130,521

3,043,348

2,887,447

Allowance for credit losses

(45,883)

(44,766)

(45,985)

(44,021)

(53,724)

Net loans

3,237,800

3,155,468

3,084,536

2,999,327

2,833,723

Stock in Federal Reserve Bank and Federal Home Loan Bank

14,185

17,035

12,998

12,983

13,037

Bank premises and equipment, net

6,070

19,380

19,642

19,210

19,432

Operating lease right-of-use assets

65,596

9,427

9,927

10,352

10,279

Goodwill and other intangible assets

93,495

93,502

93,508

93,804

94,124

Assets held for sale, net

776

775

2,181

2,420

5,497

Bank-owned life insurance

68,969

68,504

68,048

67,609

67,184

Deferred tax assets, net

14,683

17,328

19,466

21,399

26,466

Consumer Program derivative asset

159

409

1,177

1,597

4,511

Investment in Panacea Financial Holdings, Inc. common stock

6,899

6,880

6,586

21,277

Other assets

50,725

56,678

81,791

65,058

58,898

Total assets

$ 4,047,388

$ 3,954,849

$ 3,871,726

$ 3,697,310

$ 3,690,115

Liabilities and stockholders' equity

Demand deposits

$ 554,442

$ 489,728

$ 477,705

$ 455,768

$ 438,917

NOW accounts

862,735

831,709

858,624

819,606

817,715

Money market accounts

740,886

737,634

744,321

785,552

798,506

Savings accounts

922,337

958,416

935,527

777,736

775,719

Time deposits

315,185

318,865

326,496

330,210

340,178

Total deposits

3,395,585

3,336,352

3,342,673

3,168,872

3,171,035

Securities sold under agreements to repurchase - short term

3,552

3,954

4,370

4,019

3,918

Federal Home Loan Bank advances

25,000

85,000

Secured borrowings

14,773

15,403

16,449

16,729

17,195

Subordinated debt and notes

96,162

96,091

96,020

95,949

95,878

Operating lease liabilities

61,340

10,682

11,195

11,639

11,566

Other liabilities

28,080

25,214

24,604

24,539

25,541

Total liabilities

3,624,492

3,572,696

3,495,311

3,321,747

3,325,133

Total Primis common stockholders' equity

422,896

382,153

376,415

375,563

351,756

Noncontrolling interest

13,226

Total stockholders' equity

422,896

382,153

376,415

375,563

364,982

Total liabilities and stockholders' equity

$ 4,047,388

$ 3,954,849

$ 3,871,726

$ 3,697,310

$ 3,690,115

Tangible common equity (1)

$ 329,401

$ 288,651

$ 282,907

$ 281,759

$ 257,632

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

For Twelve Months Ended:

Condensed Consolidated Statement of Operations (unaudited)

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

4Q 2025

4Q 2024

Interest and dividend income

$ 53,326

$ 51,766

$ 47,627

$ 47,723

$ 51,338

$ 200,442

$ 210,969

Interest expense

22,474

22,734

22,447

21,359

25,261

89,014

106,747

Net interest income

30,852

29,032

25,180

26,364

26,077

111,428

104,222

Provision for (recovery of) credit losses

2,439

(49)

8,303

1,596

33,483

12,289

50,621

Net interest income (loss) after provision for credit losses

28,413

29,081

16,877

24,768

(7,406)

99,139

53,601

Account maintenance and deposit service fees

1,292

1,358

1,675

1,339

1,276

5,664

5,784

Income from bank-owned life insurance

466

456

438

425

434

1,785

2,410

Mortgage banking income

9,992

8,887

7,893

5,615

5,140

32,387

23,919

Gain (loss) on sale of loans

1,470

249

210

(4)

1,929

303

Gains on Panacea Financial Holdings investment

294

7,450

24,578

32,342

Gain on sale of Life Premium Finance portfolio, net of broker fees

4,723

Consumer Program derivative

775

264

593

(292)

928

1,340

4,320

Gain on sale-leaseback

50,573

Loss on sales of investment securities

(14,777)

Gain (loss) on other investments

381

(308)

159

408

Other

172

617

663

948

1,273

Noninterest income

50,016

11,969

18,030

32,335

13,175

112,350

43,140

Employee compensation and benefits

25,535

18,523

17,060

17,941

18,028

79,059

66,615

Occupancy and equipment expenses

4,459

3,481

3,127

3,285

3,466

14,352

12,742

Amortization of intangible assets

289

313

602

1,265

Virginia franchise tax expense

577

576

577

631

2,307

2,525

FDIC Insurance assessment

918

999

1,021

793

805

3,731

2,549

Data processing expense

2,421

2,369

3,037

2,849

3,434

10,676

10,564

Marketing expense

472

450

720

514

499

2,156

1,906

Telecommunication and communication expense

352

309

324

287

295

1,272

1,312

Professional fees

3,730

2,509

2,413

2,225

3,129

10,877

10,384

Miscellaneous lending expenses

634

231

900

834

1,446

2,599

3,280

Loss (gain) on bank premises and equipment

106

191

(463)

Other expenses

3,066

2,786

2,469

2,792

5,782

11,113

12,965

Noninterest expense

42,164

32,313

31,942

32,516

37,841

138,935

125,644

Income (loss) before income taxes

36,265

8,737

2,965

24,587

(32,072)

72,554

(28,903)

Income tax expense (benefit)

6,725

1,907

528

5,553

(5,917)

14,713

(4,238)

Net Income (loss)

29,540

6,830

2,437

19,034

(26,155)

57,841

(24,665)

Noncontrolling interest

3,602

2,820

3,602

8,460

Net income (loss) attributable to Primis' common shareholders

$ 29,540

$ 6,830

$ 2,437

$ 22,636

$ (23,335)

$ 61,443

$ (16,205)

(1) See Reconciliation of Non-GAAP financial measures.

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Loan Portfolio Composition

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

Loans held for sale

$ 166,066

$ 202,372

$ 126,869

$ 74,439

$ 247,108

Loans secured by real estate:

Commercial real estate - owner occupied

510,088

495,739

480,981

477,233

475,898

Commercial real estate - non-owner occupied

567,092

592,480

590,848

600,872

610,482

Secured by farmland

3,407

3,642

3,696

3,742

3,711

Construction and land development

131,757

102,227

106,443

104,301

101,243

Residential 1-4 family

576,866

564,087

571,206

576,837

588,859

Multi-family residential

140,261

137,804

157,097

157,443

158,426

Home equity lines of credit

61,738

62,458

62,103

60,321

62,954

Total real estate loans

1,991,209

1,958,437

1,972,374

1,980,749

2,001,573

Commercial loans

970,492

915,158

811,458

698,097

608,595

Paycheck Protection Program loans

1,719

1,723

1,729

1,738

1,927

Consumer loans

315,407

319,977

339,936

357,652

270,063

Total Non-PCD loans

3,278,827

3,195,295

3,125,497

3,038,236

2,882,158

PCD loans

4,856

4,939

5,024

5,112

5,289

Total loans receivable, net of deferred fees

$ 3,283,683

$ 3,200,234

$ 3,130,521

$ 3,043,348

$ 2,887,447

Loans by Risk Grade:

Pass Grade 1 - Highest Quality

666

667

880

872

Pass Grade 2 - Good Quality

178,999

168,177

170,560

175,379

175,659

Pass Grade 3 - Satisfactory Quality

1,882,934

1,842,958

1,737,153

1,643,957

1,567,228

Pass Grade 4 - Pass

1,026,499

1,034,035

1,050,397

1,124,901

1,041,947

Pass Grade 5 - Special Mention

48,683

7,004

31,902

28,498

30,111

Grade 6 - Substandard

138,932

139,847

139,842

69,733

71,630

Grade 7 - Doubtful

7,549

7,547

Grade 8 - Loss

Total loans

$ 3,283,683

$ 3,200,234

$ 3,130,521

$ 3,043,348

$ 2,887,447

(Dollars in thousands)

For Three Months Ended:

Asset Quality Information

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

Allowance for Credit Losses:

Balance at beginning of period

$ (44,766)

$ (45,985)

$ (44,021)

$ (53,724)

$ (51,132)

Recovery of (provision for) credit losses

(2,439)

(8,303)

(1,596)

(33,483)

Net charge-offs

1,322

1,170

6,339

11,299

30,891

Ending balance

$ (45,883)

$ (44,766)

$ (45,985)

$ (44,021)

$ (53,724)

Reserve for Unfunded Commitments:

Balance at beginning of period

$ (1,133)

$ (1,152)

$ (1,134)

$ (1,121)

$ (1,127)

Recovery of (provision for) unfunded loan commitment reserve

127

(18)

(13)

Total Reserve for Unfunded Commitments

$ (1,006)

$ (1,133)

$ (1,152)

$ (1,134)

$ (1,121)

Non-Performing Assets:

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

Nonaccrual loans

$ 84,823

$ 84,973

$ 53,059

$ 12,956

$ 15,026

Accruing loans delinquent 90 days or more

1,713

25,188

1,713

Total non-performing assets

$ 86,536

$ 86,686

$ 78,247

$ 14,669

$ 16,739

SBA guaranteed portion of non-performing loans

$ 4,482

$ 4,682

$ 4,750

$ 4,307

$ 5,921

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

For Twelve Months Ended:

Average Balance Sheet

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

4Q 2025

4Q 2024

Assets

Loans held for sale

$ 162,854

$ 130,061

$ 108,693

$ 170,509

$ 100,243

$ 142,973

$ 85,485

Loans, net of deferred fees

3,238,184

3,143,155

3,074,993

2,897,481

3,127,249

3,089,537

3,231,206

Investment securities

220,343

247,008

249,485

245,216

253,120

240,463

245,323

Other earning assets

115,908

101,278

98,369

86,479

96,697

100,591

82,757

Total earning assets

3,737,289

3,621,502

3,531,540

3,399,685

3,577,309

3,573,564

3,644,771

Other assets

244,183

232,636

272,910

241,912

237,704

245,381

242,544

Total assets

$ 3,981,472

$ 3,854,138

$ 3,804,450

$ 3,641,597

$ 3,815,013

$ 3,818,945

$ 3,887,315

Liabilities and equity

Demand deposits

$ 498,681

$ 481,697

$ 467,493

$ 446,404

$ 437,388

$ 473,734

$ 441,520

Interest-bearing liabilities:

NOW and other demand accounts

837,231

834,839

821,893

805,522

787,884

824,985

772,099

Money market accounts

740,915

756,361

759,107

788,067

819,803

760,971

829,331

Savings accounts

934,092

922,048

882,227

754,304

767,342

873,794

825,129

Time deposits

315,943

324,614

329,300

335,702

404,682

326,331

421,058

Total Deposits

3,326,862

3,319,559

3,260,020

3,129,999

3,217,099

3,259,815

3,289,137

Borrowings

205,767

117,697

117,701

116,955

160,886

139,714

169,912

Total Funding

3,532,629

3,437,256

3,377,721

3,246,954

3,377,985

3,399,529

3,459,049

Other Liabilities

50,978

36,720

36,649

38,280

39,566

40,681

36,422

Total liabilites

3,583,607

3,473,976

3,414,370

3,285,234

3,417,551

3,440,210

3,495,471

Primis common stockholders' equity

397,865

380,162

380,080

344,381

382,370

375,740

373,613

Noncontrolling interest

—

11,982

15,092

2,996

18,231

Total stockholders' equity

397,865

380,162

380,080

356,363

397,462

378,735

391,844

Total liabilities and stockholders' equity

$ 3,981,472

$ 3,854,138

$ 3,794,450

$ 3,641,597

$ 3,815,013

$ 3,818,945

$ 3,887,315

Net Interest Income

Loans held for sale

$ 2,511

$ 2,085

$ 1,754

$ 2,564

$ 1,553

$ 7,406

$ 5,571

Loans

47,856

46,772

42,963

42,400

46,831

181,499

194,369

Investment securities

1,841

1,894

1,928

1,906

1,894

7,569

7,213

Other earning assets

1,118

1,015

982

853

1,060

3,968

3,816

Total Earning Assets Income

53,326

51,766

47,627

47,723

51,338

200,442

210,969

Non-interest bearing DDA

NOW and other interest-bearing demand accounts

4,124

4,549

4,603

4,515

4,771

17,794

18,695

Money market accounts

4,615

5,229

5,271

5,420

6,190

20,534

26,923

Savings accounts

7,599

8,070

7,793

6,418

7,587

29,880

33,462

Time deposits

2,639

2,723

2,830

3,039

4,127

11,229

16,582

Total Deposit Costs

18,977

20,571

20,497

19,392

22,675

79,437

95,662

Borrowings

3,497

2,163

1,950

1,967

2,586

9,577

11,085

Total Funding Costs

22,474

22,734

22,447

21,359

25,261

89,014

106,747

Net Interest Income

$ 30,852

$ 29,032

$ 25,180

$ 26,364

$ 26,077

$ 111,428

$ 104,222

Net Interest Margin

Loans held for sale

6.12 %

6.36 %

6.47 %

6.10 %

6.16 %

5.18 %

6.52 %

Loans

5.86 %

5.90 %

5.60 %

5.93 %

5.96 %

5.87 %

6.02 %

Investments

3.31 %

3.04 %

3.10 %

3.15 %

2.98 %

3.15 %

2.94 %

Other Earning Assets

3.83 %

3.98 %

4.00 %

4.36 %

3.94 %

4.61 %

Total Earning Assets

5.66 %

5.67 %

5.41 %

5.69 %

5.71 %

5.61 %

5.79 %

NOW

1.95 %

2.16 %

2.25 %

2.27 %

2.41 %

2.16 %

2.42 %

MMDA

2.47 %

2.74 %

2.79 %

3.00 %

2.70 %

3.25 %

Savings

3.23 %

3.47 %

3.54 %

3.45 %

3.93 %

3.42 %

4.06 %

CDs

3.31 %

3.33 %

3.45 %

3.67 %

4.06 %

3.44 %

3.94 %

Cost of Interest Bearing Deposits

2.66 %

2.88 %

2.94 %

2.93 %

3.25 %

2.85 %

3.36 %

Cost of Deposits

2.26 %

2.46 %

2.52 %

2.80 %

2.44 %

2.91 %

Other Funding

6.74 %

7.29 %

6.65 %

6.82 %

6.39 %

6.85 %

6.52 %

Total Cost of Funds

2.52 %

2.62 %

2.67 %

2.97 %

2.62 %

3.09 %

Net Interest Margin

3.28 %

3.18 %

2.86 %

3.15 %

2.90 %

3.12 %

2.86 %

Net Interest Spread

2.72 %

2.62 %

2.32 %

2.60 %

2.30 %

2.57 %

2.25 %

Primis Financial Corp.

(Dollars in thousands, except per share data)

For Three Months Ended:

For Twelve Months Ended:

Reconciliation of Non-GAAP items:

4Q 2025

3Q 2025

2Q 2025

1Q 2025

4Q 2024

4Q 2025

4Q 2024

Net income (loss) attributable to Primis' common shareholders

$ 29,540

$ 6,830

$ 2,437

$ 22,636

$ (23,335)

$ 61,443

$ (16,205)

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

893

1,782

1,125

5,025

Gain on sale-leaseback

(50,573)

Transaction costs related to sale-leaseback

1,126

Gains on Panacea Financial Holdings investment

(7,450)

(24,578)

(32,028)

Loss (Gains) on sale of closed bank branch buildings

107

(476)

Gain on sale of Life Premium Finance portfolio, net of broker fees

(4,723)

Consumer program fraud losses

1,904

Income tax effect

7,489

1,559

4,370

224

13,418

(374)

Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring

income and expenses

$ 2,359

$ 6,830

$ (3,222)

$ 3,572

$ (24,148)

$ 9,539

$ (14,849)

Net income (loss) attributable to Primis' common shareholders

$ 29,540

$ 6,830

$ 2,437

$ 22,636

$ (23,335)

$ 61,443

$ (16,205)

Income tax expense (benefit)

6,725

1,907

528

5,553

(5,917)

14,713

(4,238)

Provision (benefit) for credit losses (incl. unfunded commitment expense/benefit)

2,312

(68)

8,321

1,609

33,477

12,174

50,163

Pre-tax pre-provision earnings

$ 38,577

$ 8,669

$ 11,286

$ 29,798

$ 4,225

$ 88,330

$ 29,720

Effect of adjustment for nonrecurring income and expenses

(34,670)

(7,218)

(23,434)

(1,037)

(65,322)

1,730

Pre-tax pre-provision operating earnings

$ 3,907

$ 8,669

$ 4,068

$ 6,364

$ 3,188

$ 23,008

$ 31,450

Return on average assets

2.94 %

0.70 %

0.26 %

2.52 %

(2.43 %)

1.61 %

(0.42 %)

Effect of adjustment for nonrecurring income and expenses

(2.71 %)

0.00 %

(0.60 %)

(2.12 %)

(0.08 %)

(1.36 %)

0.03 %

Operating return on average assets

0.23 %

0.70 %

(0.34 %)

0.40 %

(2.51 %)

0.25 %

(0.39 %)

Return on average assets

2.94 %

0.70 %

0.26 %

2.52 %

(2.43 %)

1.61 %

(0.42 %)

Effect of tax expense

0.67 %

0.20 %

0.06 %

0.62 %

(0.62 %)

0.39 %

(0.11 %)

Effect of provision for credit losses (incl. unfunded commitment expense)

0.23 %

(0.01 %)

0.88 %

0.18 %

3.49 %

0.32 %

1.29 %

Pre-tax pre-provision return on average assets

3.84 %

0.89 %

1.20 %

3.32 %

0.44 %

2.32 %

0.76 %

Effect of adjustment for nonrecurring income and expenses

(3.45 %)

0.00 %

(0.76 %)

(2.61 %)

(0.11 %)

(1.71 %)

0.04 %

Pre-tax pre-provision operating return on average assets

0.39 %

0.89 %

0.44 %

0.71 %

0.33 %

0.61 %

0.80 %

Return on average common equity

29.46 %

7.13 %

2.57 %

26.66 %

(24.28 %)

16.35 %

(4.34 %)

Effect of adjustment for nonrecurring income and expenses

(27.10 %)

0.00 %

(5.97 %)

(22.45 %)

(0.85 %)

(13.81 %)

0.37 %

Operating return on average common equity

2.36 %

7.13 %

(3.40 %)

4.21 %

(25.13 %)

2.54 %

(3.97 %)

Effect of goodwill and other intangible assets

0.71 %

2.32 %

(1.11 %)

1.57 %

(8.20 %)

0.84 %

(1.35 %)

Operating return on average tangible common equity

3.07 %

9.45 %

(4.51 %)

5.78 %

(33.33 %)

3.38 %

(5.32 %)

Efficiency ratio

52.14 %

78.81 %

73.92 %

55.39 %

96.36 %

62.09 %

85.26 %

Effect of adjustment for nonrecurring income and expenses

38.91 %

0.00 %

14.75 %

36.58 %

2.54 %

25.39 %

(1.75 %)

Operating efficiency ratio

91.05 %

78.81 %

88.67 %

91.97 %

98.90 %

87.48 %

83.51 %

Earnings per common share - Basic

$ 1.20

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 2.49

$ (0.66)

Effect of adjustment for nonrecurring income and expenses

(1.10)

(0.23)

(0.78)

(0.04)

(2.10)

0.06

Operating earnings per common share - Basic

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.39

$ (0.60)

Earnings per common share - Diluted

$ 1.20

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 2.49

$ (0.66)

Effect of adjustment for nonrecurring income and expenses

(1.10)

(0.23)

(0.78)

(0.04)

(2.10)

0.06

Operating earnings per common share - Diluted

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.39

$ (0.60)

Book value per common share

$ 17.12

$ 15.51

$ 15.27

$ 15.19

$ 14.23

$ 17.12

$ 14.23

Effect of goodwill and other intangible assets

(3.78)

(3.80)

(3.79)

(3.81)

(3.78)

(3.81)

Tangible book value per common share

$ 13.34

$ 11.71

$ 11.48

$ 11.40

$ 10.42

$ 13.34

$ 10.42

Net charge-offs as a percent of average loans (annualized)

0.16 %

0.14 %

0.80 %

1.47 %

3.83 %

0.65 %

1.48 %

Impact of third-party consumer portfolio

(0.11 %)

(0.65 %)

(1.41 %)

(3.78 %)

(0.58 %)

(1.43 %)

Core net charge-offs (recoveries) as a percent of average loans (annualized)

0.05 %

0.03 %

0.15 %

0.06 %

0.05 %

0.07 %

0.05 %

Total Primis common stockholders' equity

$ 422,896

$ 382,153

$ 376,415

$ 375,563

$ 351,756

$ 422,896

$ 351,756

Less goodwill and other intangible assets

(93,495)

(93,502)

(93,508)

(93,804)

(94,124)

(93,495)

(94,124)

Tangible common equity

$ 329,401

$ 288,651

$ 282,907

$ 281,759

$ 257,632

$ 329,401

$ 257,632

Common equity to assets

10.45 %

9.66 %

9.72 %

10.16 %

9.53 %

10.45 %

9.53 %

Effect of goodwill and other intangible assets

(2.12 %)

(2.18 %)

(2.23 %)

(2.34 %)

(2.37 %)

(2.12 %)

(2.37 %)

Tangible common equity to tangible assets

8.33 %

7.48 %

7.49 %

7.82 %

7.16 %

8.33 %

7.16 %

Net interest margin

3.28 %

3.18 %

2.86 %

3.15 %

2.90 %

3.12 %

2.86 %

Effect of adjustment for Consumer Portfolio

0.01 %

(0.03 %)

0.26 %

(0.02 %)

0.01 %

0.05 %

0.07 %

Core net interest margin

3.29 %

3.15 %

3.12 %

3.13 %

2.91 %

3.17 %

2.93 %

SOURCE Primis Financial Corp.