Form 8-K

8-K — Primis Financial Corp.

Accession: 0001104659-26-079364

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0001325670

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2619419d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2619419d1_ex99-1.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): June 30, 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)

(IRS Employer Identification

No.)

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 exchanged 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 (17 CFR

§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

the recommendation of its Corporate Governance Committee, effective June 25, 2026 the Board of Directors (the “Board”) of

Primis Financial Corp. (the “Company”) and Prims Bank (the “Bank”) appointed Margaret M. Weichert to the Company

and Bank boards and to serve on the Corporate Governance Committee.

Ms. Weichert is a highly successful

financial services executive. Her background includes strategy, marketing, operations and profit and loss experience in banks, multinational

corporations, large government agencies, start-ups, and not-for-profits. A former banker as well as an entrepreneur, Ms. Weichert has

deep experience with technology and transformation including running businesses at Accenture, Bank of America, First Data and The Clearinghouse.

She led transformational change in government as the Senate-confirmed Deputy for Management in the Office of Management and Budget and

as leader of the government Office of Personnel Management. Ms. Weichert’s work as a payment industry inventor has resulted in sixteen

U.S. patents and dozens of payment product and business model innovations. Ms. Weichert currently serves as an Adjunct Professor at Georgetown

University and serves on the Advisory Board of the Smithsonian Libraries and Archives as well as several financial technology startups.

The Board has determined that

Ms. Weichert is “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no family relationships

between Ms. Weichert and any director or executive officer of the Company. There are no arrangements or understandings between Ms. Weichert

and any other persons or entities pursuant to which Ms. Weichert was appointed as a director of the Company.

There are no transactions

involving Ms. Weichert and the Company that require disclosure under Item 404(a) of Regulation S-K.

As of the date of her appointment,

Ms. Weichert is entitled to receive compensation that is consistent with the compensation received by the other members of the Board.

A description of the compensation payable to members of the Board is set forth under the heading “Director Compensation” in

the Company’s Definitive Proxy Statement filed with the SEC on April 10, 2026 and is incorporated herein by reference.

A copy of the press release

announcing Ms. Weichert’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated June 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

PRIMIS FINANCIAL CORP.

By:

/s/ Matthew A. Switzer

June 30, 2026

Matthew A. Switzer

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619419d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Primis Financial Corp. Announces Appointment

of New Board Member Margaret Weichert

For immediate release

June 30, 2026

McLean, Virginia, June 30, 2026 –Primis

Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) and its wholly-owned subsidiary Primis Bank, today

announced that Ms. Margaret M. Weichert was elected to Primis’ Board of Directors.

Ms. Weichert is a visionary financial services

executive with a 30-year record of success in complex operating environments. Her background includes strategy, marketing, operations

and profit and loss experience in banks, multinational corporations, large government agencies, start-ups, and not-for-profits. A former

banker as well as an entrepreneur, Ms. Weichert has deep experience with technology (including, but not limited to, embedded payments,

artificial intelligence, cloud, cyber and blockchain) and transformation. Ms. Weichert ran businesses at Accenture, Bank of America, First

Data and The Clearinghouse with hundreds of millions in revenue, payment volume in trillions of U.S. dollars and government balance sheets

over $2 trillion. She led transformational change in government as the Senate-confirmed Deputy for Management in the Office of Management

and Budget and as leader of the government Office of Personnel Management. Ms. Weichert’s work as a payment industry inventor has

resulted in sixteen U.S. patents and dozens of payment product and business model innovations. Ms. Weichert currently serves as an Adjunct

Professor at Georgetown University and serves on the Advisory Board of the Smithsonian Libraries and Archives as well as several financial

technology startups.

Dennis J. Zember, Jr., President and Chief Executive

Officer of the Company, stated, "I am excited to welcome Margaret to the Primis and Primis Bank Board of Directors. Our time spent

with her over the last few months leads us to believe she is the perfect fit for our strategy and culture. Her unique combination of technology

and financial expertise along with a successful track record as an entrepreneur will be invaluable to us as we continue to build a highly

profitable tech-forward organization."

About Primis Financial Corp.

As of March 31, 2026, Primis had $4.3 billion

in total assets, $3.4 billion in total loans held for investment and $3.4 billion in total deposits. Primis Bank provides a range of financial

services to individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and

provides services to customers through certain online and mobile applications.

Contacts:

Address:

Dennis J. Zember, Jr., President and CEO

Primis Financial Corp.

Matthew A. Switzer, EVP and CFO

1676 International Drive, Suite 900

Phone: (703) 893-7400

McLean, VA 22102

Primis Financial Corp., NASDAQ Symbol FRST

Website: www.primisbank.com

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