Form 8-K

8-K — Primis Financial Corp.

Accession: 0001104659-26-067031

Filed: 2026-05-27

Period: 2026-05-21

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: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2615814d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615814d1_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): May 21, 2026

Primis Financial Corp.

(Exact Name of Registrant

as Specified in its Charter)

Virginia

001-33037

20-1417448

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

1676

International Drive, Suite 900, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 893-7400

(Registrant's telephone number, including area

code)

Not Applicable

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

COMMON STOCK

FRST

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election

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

As previously disclosed, directors Robert Y. Clagett and Charles A. Kabbash did not stand for re-election at the annual meeting of stockholders

held on May 21, 2026 (the “Annual Meeting”) and, accordingly, were not included in the list of director nominations in the

Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) of Primis Financial Corp. (the “Company”) filed

with the U.S. Securities and Exchange Commission on April 10, 2026. Accordingly, Mr. Clagett’s and Mr. Kabbash’s respective

terms on the Board of Directors (the “Board”) of the Company and of Primis Bank (“Bank”) ended effective as of

May 21, 2026. Prior to the Annual Meeting, Mr. Clagett served as a member of the Audit Committee and Compensation Committee of the Board

and Mr. Kabbash served as a member of the Governance Committee and Asset-Liability Management Committee of the Board. In connection with

Mr. Clagett’s and Mr. Kabbash’s departures, the Board, at the recommendation of its Corporate Governance Committee, nominated

Scott R. Gamble and J. Brock Saunders for election as directors at the Annual Meeting as disclosed in the Proxy Statement.

Mr. Clagett’s decision

not to stand for re-election was not the result of any disagreement between the Company and him on any matter relating to the Company’s

operations, policies or practices.

Mr.

Kabbash’s decision not to stand for re-election was not the result of any disagreement between the Company and him on any matter

relating to the Company’s operations, policies or practices.

The Company is grateful to

Mr. Clagett and Mr. Kabbash for their expert advice and counsel they provided the Board and the Company’s management team and

their valued service as a member of the Board.

Effective as of the May 21,

2026 Annual Meeting, and subject to Mr. Gamble’s and Mr. Saunders’ election at the Annual Meeting, the Board appointed Scott

R. Gamble to the Company and Bank boards and to serve on the Audit Committee and Asset-Liability Management Committee and J. Brock Saunders

to the Company and Bank boards and to serve on the Compensation Committee and Asset-Liability Management Committee.

Mr. Gamble is

a Principal at Patriot Financial Partners, L.P. and has more than 38 years of banking experience. Prior to joining Patriot, Mr. Gamble

was the Regional President for BB&T’s Greater Delaware Valley Region. He was responsible for BB&T’s commercial and

retail management teams, covering the Greater Delaware Valley. In addition, he was responsible for the commercial real estate and regional

corporate lending teams. He also serves on the board of directors of First Bank (NASDAQ: FRBA) and Fortis Financial Inc. (a privately

held company). A graduate of Grove City College with a B.A. in Business Administration, Mr. Gamble has also pursued additional training

in management and capital markets. His vast experience throughout his banking career in the management of commercial banking, retail banking

and business development for community offices and business centers qualifies Mr. Gamble to serve on the board of directors at Primis

Financial Corp.

Mr. Saunders is

currently the Managing Partner at Mattock Capital, a Richmond-based family office investing in a diverse set of alternative investments.

Prior to Mattock, Mr. Saunders was the President and Chief Investment Officer at James River Capital Corp., an investment management firm,

and before that was a Partner at Pleasant Lake Partners, a New York-based hedge fund. He started his career at Citigroup as a high-yield

credit trader, later moving to the firm’s proprietary trading business where he ultimately served as the Global Head of Equity Trading

in London. Mr. Saunders attended the University of Virginia where he earned a Bachelor of Arts in both government and history and served

as one of three representatives from the college on the Honor Committee. His diverse background in financial services, including capital

markets and investing, qualifies Mr. Saunders to serve on the board of directors at Primis Financial Corp.

The Board has determined that

Mr. Gamble and Mr. Saunders are “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no

family relationships between Mr. Gamble and Mr. Saunders and any director or executive officer of the Company. There are no arrangements

or understandings between Mr. Gamble and Mr. Saunders and any other persons or entities pursuant to which Mr. Gamble and Mr. Saunders

were appointed as a director of the Company.

There are no transactions

involving Mr. Gamble and Mr. Saunders and the Company that require disclosure under Item 404(a) of Regulation S-K.

As of the date of their appointment,

each of Mr. Gamble and Mr. Saunders 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 the changes to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Primis Financial

Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 24,772,072 shares

of common stock of the Company outstanding as of the record date for the Annual Meeting, 20,196,020 shares were present at the meeting

in person or by proxy. The final results of each of the proposals voted on by the Company’s stockholders are described below:

Proposal One – Elect Directors:

To elect ten directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2027 Annual

Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for

each director is as set forth below.

Nominee

Votes For

Votes Against

Broker Non-Votes

John F. Biagas

15,431,527

2,223,655

2,540,838

W. Rand Cook

14,786,032

2,869,150

2,540,838

Deborah B. Diaz

15,483,412

2,171,770

2,540,838

F. L. Garrett, III

16,638,116

1,017,066

2,540,838

Dr. Allen R. Jones, Jr.

16,930,739

724,443

2,540,838

John M. Eggemeyer

16,972,859

682,323

2,540,838

Eric A. Johnson

15,397,275

2,257,907

2,540,838

Scott R. Gamble

16,944,446

710,736

2,540,838

J. Brock Saunders

16,960,521

694,661

2,540,838

Dennis J. Zember, Jr.

16,990,535

664,647

2,540,838

The ten nominees were each

elected to the Board by a plurality of the votes of the shares of the Company’s common stock present in person or represented by

proxy at the Annual Meeting and entitled to vote on the election of directors, as required by the Company’s bylaws.

Proposal Two – Ratification of Auditors:

To ratify the appointment of Crowe, LLP as the Company’s independent registered public accounting firm for the fiscal year ending

December 31, 2026.

Votes For

Votes Against

Abstentions

20,170,536

20,717

4,767

The vote required to approve

this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented

by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Proposal Three – Advisory (Non-binding)

Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation

of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Votes For

Votes Against

Broker Non-Votes

Abstentions

15,714,681

1,910,497

2,540,838

30,004

The vote required to approve

this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented

by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 27, 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

May 27, 2026

Matthew A. Switzer

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615814d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Primis Financial Corp. Announces Election of

New Board Members Scott Gamble and Brock Saunders

For immediate release

May 27, 2026

McLean, Virginia, May 27, 2026 –Primis Financial

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

that Mr. Scott R. Gamble and Mr. J. Brock Saunders were elected to Primis’ Board of Directors at its annual meeting of shareholders.

Mr. Scott R. Gamble is a Principal at Patriot

Financial Partners, L.P. and has more than 38 years of banking experience. Prior to joining Patriot, Mr. Gamble served as Regional President

for BB&T’s Greater Delaware Valley Region, where he oversaw commercial and retail management teams as well as commercial real

estate and regional corporate lending teams. Mr. Gamble also currently serves on the boards of First Bank (NASDAQ: FRBA) and Fortis Financial

Inc., a privately held company. He holds a Bachelor of Arts in Business Administration from Grove City College and has completed additional

training in management and capital markets. Mr. Gamble’s extensive experience in commercial and retail banking, as well as business

development for community offices and business centers, positions him well to contribute to Primis’ Board of Directors.

Mr. J. Brock Saunders is the Managing Partner

at Mattock Capital, a Richmond-based family office investing in a diverse set of alternative investments. Prior to Mattock Capital, Mr.

Saunders was President and Chief Investment Officer at James River Capital Corp., an investment management firm, and earlier in his career,

was a Partner at Pleasant Lake Partners, a New York-based hedge fund. He began his career at Citigroup as a high-yield credit trader and

later served as Global Head of Equity Trading in London within the firm’s proprietary trading business. Mr. Saunders earned a Bachelor

of Arts in both government and history from the University of Virginia, where he also served on the Honor Committee. His broad experience

across financial services, including capital markets and investing, brings valuable perspective to Primis’ Board.

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

Officer of the Company, stated, "I am excited to welcome Scott and Brock to the Primis and Primis Bank Board of Directors. Both individuals

are valued contributors and well-known to our Company. We are thrilled to have the benefit of their experience and counsel as full members

of our corporate and bank boards."

Mr. Robert Clagett and Mr. Charles Kabbash did

not stand for reelection at the Company’s annual meeting of shareholders, and as a result, Mr. Gamble and Mr. Saunders will fill

their respective seats on the Company Board. Primis thanks Mr. Clagett and Mr. Kabbash for their dedicated service and valuable contributions

to the Primis Board of Directors during their tenure.

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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