Primis Financial Corp. Reports Strong Results for the First Quarter of 2026

Primis Financial Corp. Reports Strong Results for the First Quarter of 2026 Declares Quarterly Cash Dividend of $0.10 Per Share

MCLEAN, Va., April 23, 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 $7.3 million, or $0.30 per diluted share, for the three months ended March 31, 2026, compared to net income available to common shareholders of $22.6 million, or $0.92 per diluted share, for the three months ended March 31, 2025. Operating net income (1) available to common shareholders for the three months ended March 31, 2026 was $8.1 million, or $0.33 per diluted share, compared to operating net income (1) available to common shareholders of $3.6 million, or $0.14 per diluted share, for the same period in 2025.

Q1 2026 Accomplishments

The Company demonstrated strong profitability in the first quarter of 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)

3/31/2026

3/31/2025

Var.

Operating Net Income (1)

$8.1

$3.6

126

Operating ROAA (1)

0.84

0.40

bps

Operating ROTCE (1)

10.19

5.78

441

Net Interest Income

$32.1

$26.4

Net Interest Margin

3.43

3.15

bps

Total Assets

$4,257

$3,697

Gross Loans HFI

3,396

3,043

Total Deposits

3,423

3,169

Average Earning Assets

$3,794

$3,400

Avg. Noninterest Bearing Deposits ("NIB")

534

446

Avg. NIB / Avg. Total Deposits

15.9

14.3

160

bps

TCE / TA (1)

8.02

7.82

bps

Tangible Book Value per Share (1)

$13.47

$11.40

Retail Mortgage Volume

$367

$165

122

Commenting on the results, Dennis J. Zember, Jr., President and Chief Executive Officer of the Company, stated, "We are excited to see the progress on our profitability initiatives in what is generally a seasonally slow quarter. We believe we are extremely well-positioned with a stronger balance sheet and demonstrated operating leverage versus a year ago. Our expectations for a robust level of profitability in 2026 are on track as we continue operating our plan to maximize results."

Division Updates

The first quarter of 2026 demonstrated progress in key areas that are expected to drive full-year 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 $60 million of checking accounts are associated with customers that use V1BE regularly.

Primis Mortgage

Primis Mortgage had closed mortgage volume of $367 million in the first quarter of 2026, up 122% compared to the same quarter in 2025. Construction-to-permanent loan volume was $26 million in the first quarter of 2026 versus $4 million in the same period in 2025. Pre-tax earnings related to Primis Mortgage were approximately $2.1 million for the first quarter of 2026, up substantially from earnings of $0.8 million in the first quarter of 2025.

Mortgage Warehouse

Mortgage warehouse lending continued to show strong growth in the first quarter of 2026. Outstanding loan balances at March 31, 2026 were $460 million, up 300% from $115 million at March 31, 2025. Average loan balances were $342 million in the first quarter of 2026, up 14% from $300 million in the fourth quarter of 2025 and up 499% from $57 million in the first quarter of 2025. Mortgage warehouse also funded on average approximately 12% of its balance sheet with associated customer noninterest bearing deposit balances during the first quarter of 2026.

Panacea Financial

Panacea's growth remained strong through the first quarter of 2026 with loans outstanding of $600 million, including loans held for sale, up 10% compared to December 31, 2025. The loans held for sale at March 31, 2026 are expected to be sold early in the second quarter of 2026 with ongoing flow loan sales thereafter allowing for continued high growth rates without straining the Company's balance sheet. At the end of the first quarter of 2026, Panacea customer deposits totaled $153 million, up 63% from March 31, 2025. 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 first quarter of 2026 with approximately $1.0 billion of deposits with a cost of deposits of 3.79% compared to $1.0 billion at March 31, 2025 with a cost of 4.36%. The platform also successfully grew business accounts in 2026 with small business balances reaching $28 million at March 31, 2026, up substantially from $16 million at December 31, 2025. Over 1,200 of our digital accounts have come from referrals from other customers and approximately 81% of our consumer accounts have been with the Bank for over two years.

Net Interest Income

Net interest income in the first quarter of 2026 was $32 million, up 22%, versus $26 million in the first quarter of 2025. As noted above, the Company's net interest margin improved to 3.43% in the first quarter of 2026 compared to 3.15% in the same quarter of 2025 with the expansion driven by robust earning asset growth funded at attractive incremental margins.

Yield on earnings assets in the first quarter of 2026 increased six basis points and three basis points versus the fourth quarter of 2025 and first quarter of 2025, respectively. Yield on investments increased 124 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 first quarter of 2026, the Company reported cost of interest-bearing deposits of 2.65% compared to 2.93% in the same quarter in 2025. Cost of funds was 2.46% in the first quarter of 2026, down 21 basis points from 2.67% in the first quarter of 2025.

Noninterest Income

Noninterest income was $14 million in the first quarter of 2026 versus $32 million in the first quarter of 2025 with a substantial portion of the decrease driven by a $25 million gain from Panacea Financial Holdings investment in the first quarter of 2025. Excluding this item, noninterest income was $14 million in the first quarter of 2026 versus $7 million in the first quarter of 2025. Mortgage related income grew 92% to $11 million in the first quarter of 2026 compared to $6 million in the same quarter in 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.

The Company reported gain on sale income of $0.6 million related to the sale of the guaranteed portion of SBA loans in the first quarter of 2026 for no similar gain on sale income in the first quarter of 2025. Approximately $45 thousand of the gain on sale income was attributable to the core Bank in the first quarter of 2026 with the remainder driven by the Panacea Division. The Company anticipates increasing SBA gain on sale income to between $500 thousand to $600 thousand from the core Bank beginning in the second quarter of 2026.

Noninterest Expense

Noninterest expense was $34 million for the first quarter of 2026, compared to $33 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)

1Q26

4Q25

3Q25

2Q25

1Q25

Reported Noninterest Expense

$33,754

$42,164

$32,313

$31,942

$32,516

PFH Consolidated Expenses

(4,754)

Noninterest Expense Excl. PFH

$33,754

$42,164

$32,313

31,942

27,762

Nonrecurring

(1,126)

(232)

(1,144)

Primis Mortgage Expenses

(10,545)

(10,048)

(8,214)

(8,514)

(5,569)

Panacea Net Expense

(1,040)

(2,614)

(2,100)

(370)

384

Consumer Program Servicing Fee

(347)

(391)

(439)

(518)

(622)

Reserve for Unfunded Commitment

136

127

(18)

(13)

Total Adjustments

(11,796)

(14,052)

(10,734)

(9,652)

(6,964)

Core Operating Expense Burden

$21,958

$28,112

$21,579

$22,290

$20,798

Core operating expense burden, as defined above, was $22 million in the first quarter of 2026 versus $21 million in the first quarter of 2025. As previously disclosed, the first quarter of 2026 includes 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. Excluding the effects of that transaction, core operating expense burden would have been $20.6 million, a decrease of 1% from the year-ago period.

The Company believes it still has substantial ability to contain expenses while growing revenue as it aggressively adopts artificial intelligence tools and agents to drive productivity. Each department across the Bank has identified a list of high priority use cases for AI that collectively is projected to yield over 200 people-hours per week of time savings and efficiencies, many of which are in the early stages of implementation.

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.4 billion at March 31, 2026 compared to $3.3 billion at December 31, 2025 and $3.0 billion at March 31, 2025. Primary drivers in these levels include:

Nonperforming assets, excluding portions guaranteed by the SBA, were 2.24% of total assets at March 31, 2026 compared to 2.03% of total assets at December 31, 2025. Nonperforming assets increased $13.6 million from December 31, 2025 to $100 million at March 31, 2026 due to one relationship that was 90 days past due at quarter-end but subsequently made multiple payments to reduce its delinquency. Substandard and nonaccrual loans were essentially flat linked-quarter.

The Company recorded a provision for credit losses of $1.5 million for the first quarter of 2026 compared to a provision for credit losses of $2.4 million for the fourth quarter of 2025 and $1.6 million for the first quarter of 2025. Approximately $0.1 million of the first quarter 2026 provision was related to growth in the loan portfolio. Another $0.4 million was related to the Consumer Program portfolio which was down from $0.6 million in the fourth quarter of 2025. Lastly, changes in impairment amounts for individually evaluated loans contributed $0.6 million to the provision in the first quarter of 2026. Core net charge-offs as a percentage of average loans were six basis points, flat with the same period a year ago and up one basis point from the fourth quarter of 2025.

As a percentage of loans held for investment, the allowance for credit losses was 1.37% at the end of the first quarter of 2026 compared to 1.45% at the end of the first quarter of 2025. Total allowance and discounts on the consumer loan program portfolio totaled $6.7 million at March 31, 2026, which represents 8% of gross principal balance and 358% of loans more than one period delinquent as of that date.

Deposits and Funding

Total deposits at March 31, 2026 were $3.4 billion, up $0.2 billion, or 8% when compared to the same period in 2025. Noninterest bearing demand deposits were $541 million at March 31, 2026, an increase of 19% compared to balances at March 31, 2025. The Company had FHLB advances totaling $230 million outstanding at March 31, 2026 up from $25 million at December 31, 2025 and versus no advances at March 31, 2025.

Taxes

Tax expense for the first quarter of 2026 was $3 million. Included in this expense was $0.8 million of tax expense related to the Panacea Financial Holdings deconsolidation in 2025 and is considered nonrecurring. Excluding this amount, tax expense for the first quarter of 2026 was $2.3 million or an effective tax rate of 21.8% of pre-tax earnings. The Company expects the effective tax rate to be at a similar level for the rest of 2026.

Shareholders' Equity

Tangible book value per common share (1) at the end of the first quarter of 2026 was $13.47, an increase of $2.07 or 18% from levels reported at March 31, 2025. Tangible common equity (1) ended the first quarter of 2026 at $334 million, or 8.02% of tangible assets (1).

The Board of Directors declared a dividend of $0.10 per share payable on May 22, 2026 to shareholders of record on May 8, 2026. This is Primis' fifty-eighth consecutive quarterly dividend.

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

Conference Call

The Company's management will host a conference call to discuss its first quarter results on Friday, April 24, 2026 at 10:00 a.m. (ET). A live Webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/286254303. 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 operating net income (loss) available to Primis' common shareholders; pre-tax pre-provision operating earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average equity; operating return on average tangible equity; operating efficiency ratio; operating earnings per share – basic; operating earnings per share – diluted; 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, as well as with respect to use and implementation of artificial intelligence; competitive pressures among financial institutions increasing significantly (including as a result of technological changes and the use of artificial intelligence); changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices; legislative, regulatory or supervisory actions related to so‑called "de‑banking," including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices; changes in management's plans for the future; credit risk associated with our lending activities; changes in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions; potential impacts of adverse developments in the banking industry, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto; potential increases in the provision for credit losses; our ability to identify and address increased cybersecurity risks, including those impacting vendors and other first parties; fraud or misconduct by internal or external actors, which we may not be able to prevent, detect or mitigate; acts of God or of war or other conflicts, civil unrest, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; action or inaction by the federal government, including as a result of any prolonged government shutdown; and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services.

Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company's management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company's filings with the Securities and Exchange Commission, the Company's Annual Report on Form 10-K for the year ended December 31, 2025, under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors," and in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.

(1)

Non-GAAP financial measure. Please see "Reconciliation of Non-GAAP Items" in the financial tables for more information and for a reconciliation to GAAP.

Primis Financial Corp.

Financial Highlights (unaudited)

(Dollars in thousands, except per share data)

For Three Months Ended:

Selected Performance Ratios:

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Return on average assets

0.76 %

2.94 %

0.70 %

0.26 %

2.52 %

Operating return on average assets (1)

0.84 %

0.23 %

0.70 %

(0.34 %)

0.40 %

Pre-tax pre-provision return on average assets

1.20 %

3.84 %

0.89 %

1.20 %

3.32 %

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

1.20 %

0.39 %

0.89 %

0.44 %

0.71 %

Return on average common equity

7.24 %

29.46 %

7.13 %

2.57 %

26.66 %

Operating return on average common equity (1)

7.96 %

2.36 %

7.13 %

(3.40 %)

4.21 %

Operating return on average tangible common equity (1)

10.19 %

3.07 %

9.45 %

(4.51 %)

5.78 %

Cost of funds

2.46 %

2.52 %

2.62 %

2.67 %

Net interest margin

3.43 %

3.28 %

3.18 %

2.86 %

3.15 %

Core net interest margin (1)

3.41 %

3.29 %

3.15 %

3.12 %

3.13 %

Gross loans to deposits

99.22 %

96.70 %

95.92 %

93.65 %

96.04 %

Efficiency ratio

73.97 %

52.14 %

78.81 %

73.92 %

55.39 %

Operating efficiency ratio (1)

73.97 %

91.05 %

78.81 %

88.67 %

91.97 %

Per Common Share Data:

Earnings per common share - Basic

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.92

Operating earnings per common share - Basic (1)

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

Earnings per common share - Diluted

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.92

Operating earnings per common share - Diluted (1)

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

Book value per common share

$ 17.25

$ 17.12

$ 15.51

$ 15.27

$ 15.19

Tangible book value per common share (1)

$ 13.47

$ 13.34

$ 11.71

$ 11.48

$ 11.40

Cash dividend per common share

$ 0.10

Weighted average shares outstanding - Basic

24,665,011

24,634,544

24,632,202

24,701,319

24,706,593

Weighted average shares outstanding - Diluted

24,719,255

24,654,037

24,643,889

24,714,229

24,722,734

Shares outstanding at end of period

24,772,072

24,695,385

24,644,385

24,643,185

24,722,734

Asset Quality Ratios:

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

2.24 %

2.03 %

2.07 %

1.90 %

0.28 %

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

0.12 %

0.16 %

0.14 %

0.80 %

1.47 %

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

0.06 %

0.05 %

0.03 %

0.15 %

0.06 %

Allowance for credit losses to total loans

1.37 %

1.40 %

1.47 %

1.45 %

Capital Ratios:

Common equity to assets

10.04 %

10.45 %

9.66 %

9.72 %

10.16 %

Tangible common equity to tangible assets (1)

8.02 %

8.33 %

7.48 %

7.49 %

7.82 %

Leverage ratio (2)

8.76 %

8.80 %

8.32 %

8.34 %

8.71 %

Common equity tier 1 capital ratio (2)

9.35 %

9.36 %

8.62 %

8.92 %

9.35 %

Tier 1 risk-based capital ratio (2)

9.63 %

9.64 %

8.91 %

9.22 %

9.66 %

Total risk-based capital ratio (2)

12.21 %

12.40 %

12.02 %

12.43 %

12.96 %

(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)

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Assets

Cash and cash equivalents

$ 159,881

$ 143,607

$ 63,881

$ 94,074

$ 57,044

Investment securities-available for sale

171,877

171,377

234,660

242,073

241,638

Investment securities-held to maturity

6,792

6,981

8,550

8,850

9,153

Loans held for sale

223,180

166,066

202,372

126,869

74,439

Loans held for investment

3,396,366

3,283,683

3,200,234

3,130,521

3,043,348

Allowance for credit losses

(46,381)

(45,883)

(44,766)

(45,985)

(44,021)

Net loans

3,349,985

3,237,800

3,155,468

3,084,536

2,999,327

Stock in Federal Reserve Bank and Federal Home Loan Bank

24,162

14,185

17,035

12,998

12,983

Bank premises and equipment, net

5,924

6,070

19,380

19,642

19,210

Operating lease right-of-use assets

64,781

65,596

9,427

9,927

10,352

Goodwill and other intangible assets

93,488

93,495

93,502

93,508

93,804

Assets held for sale, net

776

775

2,181

2,420

Bank-owned life insurance

76,958

68,969

68,504

68,048

67,609

Deferred tax assets, net

14,593

14,683

17,328

19,466

21,399

Consumer Program derivative asset

159

409

1,177

1,597

Investment in Panacea Financial Holdings, Inc. common stock

6,899

6,880

6,586

21,277

Other assets

57,325

50,725

56,678

81,791

65,058

Total assets

$ 4,256,668

$ 4,047,388

$ 3,954,849

$ 3,871,726

$ 3,697,310

Liabilities and stockholders' equity

Demand deposits

$ 541,168

$ 554,442

$ 489,728

$ 477,705

$ 455,768

NOW accounts

844,528

862,735

831,709

858,624

819,606

Money market accounts

778,366

740,886

737,634

744,321

785,552

Savings accounts

942,847

922,337

958,416

935,527

777,736

Time deposits

316,156

315,185

318,865

326,496

330,210

Total deposits

3,423,065

3,395,585

3,336,352

3,342,673

3,168,872

Securities sold under agreements to repurchase - short term

3,525

3,552

3,954

4,370

4,019

Federal Home Loan Bank advances

230,000

25,000

85,000

Secured borrowings

14,450

14,773

15,403

16,449

16,729

Subordinated debt and notes

69,311

96,162

96,091

96,020

95,949

Operating lease liabilities

60,832

61,340

10,682

11,195

11,639

Other liabilities

28,287

28,080

25,214

24,604

24,539

Total liabilities

3,829,470

3,624,492

3,572,696

3,495,311

3,321,747

Total stockholders' equity

427,198

422,896

382,153

376,415

375,563

Total liabilities and stockholders' equity

$ 4,256,668

$ 4,047,388

$ 3,954,849

$ 3,871,726

$ 3,697,310

Tangible common equity (1)

$ 333,710

$ 329,401

$ 288,651

$ 282,907

$ 281,759

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Condensed Consolidated Statement of Operations (unaudited)

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Interest and dividend income

$ 53,526

$ 53,326

$ 51,766

$ 47,627

$ 47,723

Interest expense

21,452

22,474

22,734

22,447

21,359

Net interest income

32,074

30,852

29,032

25,180

26,364

Provision for (recovery of) credit losses

1,549

2,439

(49)

8,303

1,596

Net interest income (loss) after provision for credit losses

30,525

28,413

29,081

16,877

24,768

Account maintenance and deposit service fees

1,246

1,292

1,358

1,675

1,339

Income from bank-owned life insurance

472

466

456

438

425

Mortgage banking income

10,760

9,992

8,887

7,893

5,615

Gain (loss) on sale of loans

567

1,470

249

210

Gains on Panacea Financial Holdings investment

294

7,450

24,578

Consumer Program derivative

396

775

264

593

(292)

Gain on sale-leaseback

50,573

Loss on sales of investment securities

(14,777)

Gain (loss) on other investments

381

(308)

Other

172

617

Noninterest income

13,555

50,016

11,969

18,030

32,335

Employee compensation and benefits

19,556

25,535

18,523

17,060

17,941

Occupancy and equipment expenses

4,617

4,459

3,481

3,127

3,285

Amortization of intangible assets

289

313

Virginia franchise tax expense

611

577

576

577

FDIC Insurance assessment

738

918

999

1,021

793

Data processing expense

2,188

2,421

2,369

3,037

2,849

Marketing expense

760

472

450

720

514

Telecommunication and communication expense

311

352

309

324

287

Professional fees

1,860

3,730

2,509

2,413

2,225

Miscellaneous lending expenses

728

634

231

900

834

Loss on bank premises and equipment

106

Other expenses

2,378

3,066

2,786

2,469

2,792

Noninterest expense

33,754

42,164

32,313

31,942

32,516

Income before income taxes

10,326

36,265

8,737

2,965

24,587

Income tax expense

3,014

6,725

1,907

528

5,553

Net Income

7,312

29,540

6,830

2,437

19,034

Noncontrolling interest

3,602

Net income available to Primis' common shareholders

$ 7,312

$ 29,540

$ 6,830

$ 2,437

$ 22,636

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

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Loan Portfolio Composition

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Loans held for sale

$ 223,180

$ 166,066

$ 202,372

$ 126,869

$ 74,439

Loans secured by real estate:

Commercial real estate - owner occupied

534,897

510,088

495,739

480,981

477,233

Commercial real estate - non-owner occupied

540,154

567,092

592,480

590,848

600,872

Secured by farmland

2,386

3,407

3,642

3,696

3,742

Construction and land development

151,426

131,757

102,227

106,443

104,301

Residential 1-4 family

560,711

576,866

564,087

571,206

576,837

Multi-family residential

150,475

140,261

137,804

157,097

157,443

Home equity lines of credit

61,786

61,738

62,458

62,103

60,321

Total real estate loans

2,001,835

1,991,209

1,958,437

1,972,374

1,980,749

Commercial loans

1,104,438

970,492

915,158

811,458

698,097

Paycheck Protection Program loans

1,716

1,719

1,723

1,729

1,738

Consumer loans

283,605

315,407

319,977

339,936

357,652

Total Non-PCD loans

3,391,594

3,278,827

3,195,295

3,125,497

3,038,236

PCD loans

4,772

4,856

4,939

5,024

5,112

Total loans receivable, net of deferred fees

$ 3,396,366

$ 3,283,683

$ 3,200,234

$ 3,130,521

$ 3,043,348

(Dollars in thousands)

For Three Months Ended:

Loans by Risk Grade:

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Pass Grade 1 - Highest Quality

$ 119

$ 87

$ 666

$ 667

$ 880

Pass Grade 2 - Good Quality

160,228

178,999

168,177

170,560

175,379

Pass Grade 3 - Satisfactory Quality

1,556,700

1,882,934

1,842,958

1,737,153

1,643,957

Pass Grade 4 - Pass

1,469,542

1,026,499

1,034,035

1,050,397

1,124,901

Pass Grade 5 - Pass/ Watch (1)

13,765

Pass Grade 6 - Special Mention (2)

49,308

48,683

7,004

31,902

28,498

Grade 7 - Substandard (2)

139,155

138,932

139,847

139,842

69,733

Grade 8 - Doubtful (2)

7,549

7,547

Grade 9 - Loss (2)

Total loans

$ 3,396,366

$ 3,283,683

$ 3,200,234

$ 3,130,521

$ 3,043,348

(Dollars in thousands)

For Three Months Ended:

Asset Quality Information

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Allowance for Credit Losses:

Balance at beginning of period

$ (45,883)

$ (44,766)

$ (45,985)

$ (44,021)

$ (53,724)

Recovery of (provision for) credit losses

(1,549)

(2,439)

(8,303)

(1,596)

Net charge-offs

1,051

1,322

1,170

6,339

11,299

Ending balance

$ (46,381)

$ (45,883)

$ (44,766)

$ (45,985)

$ (44,021)

Reserve for Unfunded Commitments:

Balance at beginning of period

$ (1,006)

$ (1,133)

$ (1,152)

$ (1,134)

$ (1,121)

Recovery of (provision for) unfunded loan commitment reserve

136

127

(18)

(13)

Total Reserve for Unfunded Commitments

$ (870)

$ (1,006)

$ (1,133)

$ (1,152)

$ (1,134)

Non-Performing Assets:

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Nonaccrual loans

$ 84,949

$ 84,823

$ 84,973

$ 53,059

$ 12,956

Accruing loans delinquent 90 days or more

15,223

1,713

25,188

1,713

Total non-performing assets

$ 100,172

$ 86,536

$ 86,686

$ 78,247

$ 14,669

SBA guaranteed portion of non-performing loans

$ 5,033

$ 4,482

$ 4,682

$ 4,750

$ 4,307

(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.

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Average Balance Sheet

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Assets

Loans held for sale

$ 159,007

$ 162,854

$ 130,061

$ 108,693

$ 170,509

Loans, net of deferred fees

3,297,456

3,238,184

3,143,155

3,074,993

2,897,481

Investment securities

176,582

220,343

247,008

249,485

245,216

Other earning assets

161,199

115,908

101,278

98,369

86,479

Total earning assets

3,794,244

3,737,289

3,621,502

3,531,540

3,399,685

Other assets

261,466

244,183

232,636

272,910

241,912

Total assets

$ 4,055,710

$ 3,981,472

$ 3,854,138

$ 3,804,450

$ 3,641,597

Liabilities and equity

Demand deposits

$ 533,570

$ 498,681

$ 481,697

$ 467,493

$ 446,404

Interest-bearing liabilities:

NOW and other demand accounts

838,845

837,231

834,839

821,893

805,522

Money market accounts

750,380

740,915

756,361

759,107

788,067

Savings accounts

922,152

934,092

922,048

882,227

754,304

Time deposits

316,281

315,943

324,614

329,300

335,702

Total Deposits

3,361,228

3,326,862

3,319,559

3,260,020

3,129,999

Borrowings

181,185

205,767

117,697

117,701

116,955

Total Funding

3,542,413

3,532,629

3,437,256

3,377,721

3,246,954

Other Liabilities

86,090

50,978

36,720

36,649

38,280

Total liabilities

3,628,503

3,583,607

3,473,976

3,414,370

3,285,234

Primis common stockholders' equity

427,207

397,865

380,162

380,080

344,381

Noncontrolling interest

—

11,982

Total stockholders' equity

427,207

397,865

380,162

380,080

356,363

Total liabilities and stockholders' equity

$ 4,055,710

$ 3,981,472

$ 3,854,138

$ 3,794,450

$ 3,641,597

Net Interest Income

Loans held for sale

$ 2,376

$ 2,511

$ 2,085

$ 1,754

$ 2,564

Loans

47,758

47,856

46,772

42,963

42,400

Investment securities

1,911

1,841

1,894

1,928

1,906

Other earning assets

1,481

1,118

1,015

982

853

Total Earning Assets Income

53,526

53,326

51,766

47,627

47,723

Non-interest bearing DDA

NOW and other interest-bearing demand accounts

4,244

4,124

4,549

4,603

4,515

Money market accounts

4,539

4,615

5,229

5,271

5,420

Savings accounts

7,202

7,599

8,070

7,793

6,418

Time deposits

2,517

2,639

2,723

2,830

3,039

Total Deposit Costs

18,502

18,977

20,571

20,497

19,392

Borrowings

2,950

3,497

2,163

1,950

1,967

Total Funding Costs

21,452

22,474

22,734

22,447

21,359

Net Interest Income

$ 32,074

$ 30,852

$ 29,032

$ 25,180

$ 26,364

Net Interest Margin

Loans held for sale

6.06 %

6.12 %

6.36 %

6.47 %

6.10 %

Loans

5.87 %

5.86 %

5.90 %

5.60 %

5.93 %

Investments

4.39 %

3.31 %

3.04 %

3.10 %

3.15 %

Other Earning Assets

3.73 %

3.83 %

3.98 %

4.00 %

Total Earning Assets

5.72 %

5.66 %

5.67 %

5.41 %

5.69 %

NOW

2.05 %

1.95 %

2.16 %

2.25 %

2.27 %

MMDA

2.45 %

2.47 %

2.74 %

2.79 %

Savings

3.17 %

3.23 %

3.47 %

3.54 %

3.45 %

CDs

3.23 %

3.31 %

3.33 %

3.45 %

3.67 %

Cost of Interest Bearing Deposits

2.65 %

2.66 %

2.88 %

2.94 %

2.93 %

Cost of Deposits

2.23 %

2.26 %

2.46 %

2.52 %

Other Funding

6.60 %

6.74 %

7.29 %

6.65 %

6.82 %

Total Cost of Funds

2.46 %

2.52 %

2.62 %

2.67 %

Net Interest Margin

3.43 %

3.28 %

3.18 %

2.86 %

3.15 %

Net Interest Spread

2.83 %

2.72 %

2.62 %

2.32 %

2.60 %

Primis Financial Corp.

(Dollars in thousands, except per share data)

For Three Months Ended:

Reconciliation of Non-GAAP items:

1Q 2026

4Q 2025

3Q 2025

2Q 2025

1Q 2025

Net income available to Primis' common shareholders

$ 7,312

$ 29,540

$ 6,830

$ 2,437

$ 22,636

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

Gain on sale-leaseback

(50,573)

Transaction costs related to sale-leaseback

1,126

Gains on Panacea Financial Holdings investment

(7,450)

(24,578)

Loss on sale of closed bank branch buildings

107

Tax expense related to de-consolidation gain in 2025 on PFH investment

759

Income tax effect

7,489

1,559

4,370

Operating net income (loss) available to Primis' common shareholders

$ 8,071

$ 2,359

$ 6,830

$ (3,222)

$ 3,572

Net income available to Primis' common shareholders

$ 7,312

$ 29,540

$ 6,830

$ 2,437

$ 22,636

Income tax expense

3,014

6,725

1,907

528

5,553

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

1,413

2,312

(68)

8,321

1,609

Pre-tax pre-provision earnings

$ 11,739

$ 38,577

$ 8,669

$ 11,286

$ 29,798

Effect of adjustment for nonrecurring income and expenses

(34,670)

(7,218)

(23,434)

Pre-tax pre-provision operating earnings

$ 11,739

$ 3,907

$ 8,669

$ 4,068

$ 6,364

Return on average assets

0.76 %

2.94 %

0.70 %

0.26 %

2.52 %

Effect of adjustment for nonrecurring income and expenses

0.08 %

(2.71 %)

0.00 %

(0.60 %)

(2.12 %)

Operating return on average assets

0.84 %

0.23 %

0.70 %

(0.34 %)

0.40 %

Return on average assets

0.76 %

2.94 %

0.70 %

0.26 %

2.52 %

Effect of tax expense

0.30 %

0.67 %

0.20 %

0.06 %

0.62 %

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

0.14 %

0.23 %

(0.01 %)

0.88 %

0.18 %

Pre-tax pre-provision return on average assets

1.20 %

3.84 %

0.89 %

1.20 %

3.32 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(3.45 %)

0.00 %

(0.76 %)

(2.61 %)

Pre-tax pre-provision operating return on average assets

1.20 %

0.39 %

0.89 %

0.44 %

0.71 %

Return on average common equity

7.24 %

29.46 %

7.13 %

2.57 %

26.66 %

Effect of adjustment for nonrecurring income and expenses

0.72 %

(27.10 %)

0.00 %

(5.97 %)

(22.45 %)

Operating return on average common equity

7.96 %

2.36 %

7.13 %

(3.40 %)

4.21 %

Effect of goodwill and other intangible assets

2.23 %

0.71 %

2.32 %

(1.11 %)

1.57 %

Operating return on average tangible common equity

10.19 %

3.07 %

9.45 %

(4.51 %)

5.78 %

Efficiency ratio

73.97 %

52.14 %

78.81 %

73.92 %

55.39 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

38.91 %

0.00 %

14.75 %

36.58 %

Operating efficiency ratio

73.97 %

91.05 %

78.81 %

88.67 %

91.97 %

Earnings per common share - Basic

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.92

Effect of adjustment for nonrecurring income and expenses

0.03

(1.10)

(0.23)

(0.78)

Operating earnings per common share - Basic

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

Earnings per common share - Diluted

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.92

Effect of adjustment for nonrecurring income and expenses

0.03

(1.10)

(0.23)

(0.78)

Operating earnings per common share - Diluted

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.14

Book value per common share

$ 17.25

$ 17.12

$ 15.51

$ 15.27

$ 15.19

Effect of goodwill and other intangible assets

(3.78)

(3.80)

(3.79)

Tangible book value per common share

$ 13.47

$ 13.34

$ 11.71

$ 11.48

$ 11.40

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

0.12 %

0.16 %

0.14 %

0.80 %

1.47 %

Impact of third-party consumer portfolio

(0.06 %)

(0.11 %)

(0.65 %)

(1.41 %)

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

0.06 %

0.05 %

0.03 %

0.15 %

0.06 %

Total Primis common stockholders' equity

$ 427,198

$ 422,896

$ 382,153

$ 376,415

$ 375,563

Less goodwill and other intangible assets

(93,488)

(93,495)

(93,502)

(93,508)

(93,804)

Tangible common equity

$ 333,710

$ 329,401

$ 288,651

$ 282,907

$ 281,759

Common equity to assets

10.04 %

10.45 %

9.66 %

9.72 %

10.16 %

Effect of goodwill and other intangible assets

(2.02 %)

(2.12 %)

(2.18 %)

(2.23 %)

(2.34 %)

Tangible common equity to tangible assets

8.02 %

8.33 %

7.48 %

7.49 %

7.82 %

Net interest margin

3.43 %

3.28 %

3.18 %

2.86 %

3.15 %

Effect of adjustment for Consumer Portfolio

(0.02 %)

0.01 %

(0.03 %)

0.26 %

(0.02 %)

Core net interest margin

3.41 %

3.29 %

3.15 %

3.12 %

3.13 %

SOURCE Primis Financial Corp.