Form 8-K
8-K — Primis Financial Corp.
Accession: 0001104659-26-047808
Filed: 2026-04-23
Period: 2026-04-23
CIK: 0001325670
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2612535d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2612535d1_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2612535d1_ex99-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 23, 2026
Primis Financial Corp.
(Exact Name of Registrant
as Specified in its Charter)
Virginia
001-33037
20-1417448
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)
1676
International Drive, Suite 900, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 893-7400
(Registrant's telephone number, including area
code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
COMMON STOCK
FRST
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On April 23, 2026, Primis Financial Corp. (“Primis” or
the “Company”) issued a press release announcing its financial results for the period ended March 31, 2026. A copy of
the press release is furnished and attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company has prepared presentation materials
(the “Investor Presentation”) that management intends to use from time to time hereafter in presentations about the Company’s
operations and performance. The Company may use the Investor Presentation, possibly with modifications, in presentations to current and
potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in
the Company and its business.
A
copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The Investor Presentation is also available on the Company's website at www.primisbank.com. Materials on the Company’s website are
not part of or incorporated by reference into this report.
In accordance with General Instruction B.2 of
Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On April 23, 2026, Primis issued a press release
announcing the declaration of a dividend payable on May 22, 2026 to shareholders of record as of May 8, 2026. A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated April 23, 2026
99.2 Primis Financial Corp. First Quarter 2026 Investor Presentation
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Primis Financial Corp.
Date: April 23, 2026
By:
/s/ Matthew A. Switzer
Matthew A. Switzer
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2612535d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Primis Financial Corp.
Reports Strong Results for the First Quarter of 2026
Declares Quarterly Cash
Dividend of $0.10 Per Share
For immediate release
Thursday, April 23, 2026
McLean, Virginia, April 23, 2026 – Primis
Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the
“Bank”), today reported net income available to common shareholders of $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 %
44 bps
Operating
ROTCE(1)
10.19
5.78
441
Net Interest Income
$ 32.1
$ 26.4
22 %
Net Interest Margin
3.43
3.15
28 bps
Total Assets
$ 4,257
$ 3,697
15 %
Gross Loans HFI
3,396
3,043
12
Total Deposits
3,423
3,169
8
Average Earning Assets
$ 3,794
$ 3,400
12 %
Avg. Noninterest Bearing Deposits (“NIB”)
534
446
20
Avg. NIB / Avg. Total Deposits
15.9 %
14.3 %
160 bps
TCE
/ TA(1)
8.02 %
7.82 %
20 bps
Tangible
Book Value per Share(1)
$ 13.47
$ 11.40
18 %
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.”
1
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:
· The
core Bank has low concentrations of investor CRE (25% of total loans and only 197% of regulatory
capital)
· $66
million of closed loans in the first quarter of 2026 with a pipeline of $123 million as of
March 31, 2026.
· Cost
of deposits of 1.59% in the first quarter of 2026 compared to 1.85% in the same quarter in
2025.
· Zero
brokered deposits.
· A
proprietary banking app for commercial depositors that drives new sales independent of lending
efforts in and around the Company’s footprint.
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.
2
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
19
(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.
3
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:
· Core
Bank loans averaged approximately $2.0 billion in the first quarter of 2026, flat from the
fourth quarter of 2025
· Panacea
Financial loans grew $56 million through the end of first quarter of 2026 to $600 million
including loans held for sale at March 31, 2026.
· Mortgage
warehouse outstandings increased significantly to $460 million at the end of the first quarter
of 2026 compared to $318 million at December 31, 2025. Approved lines ended the first quarter
of 2026 at $1.37 billion across 139 customers.
· Loan
balances associated with the consumer loan program declined to $82 million at March 31, 2026,
net of fair value discounts, compared to $132 million at March 31, 2025. Importantly, loans
in promotional periods with full deferral now represent an immaterial amount of the portfolio
which is amortizing down over time.
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.
4
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.
(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.
5
Forward-Looking Statements
This press release and certain of our other filings
with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning
of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can
generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe,"
"intend," "continue," "expect," "project," "predict," "estimate," "could,"
"should," "would," "will," and other similar words or expressions of the future or otherwise regarding
the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy
in general. These forward-looking statements include, but are not limited to, our expectations regarding our future operating and financial
performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment;
our outlook and long-term goals for future growth and new offerings and services; our expectations regarding net interest margin; expectations
on our growth strategy, expense management, capital management and future profitability; expectations on credit quality and performance;
and the assumptions underlying our expectations.
Prospective
investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown
risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from
the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are
based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant
risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that
might cause such differences include, but are not limited to: instability in global economic conditions and geopolitical matters; the
impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry,
nationally and within our primary market areas; adverse developments in borrower industries; changes in interest rates, inflation, loan
demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; the impact of tariffs, trade policies,
and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions
to supply chains, and decreased demand for other banking products and services); the Company’s ability to implement its
various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, 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.
6
Primis
Financial Corp.
Financial
Highlights (unaudited)
(Dollars in thousands, except per share data)
For Three
Months Ended:
1Q 2026
4Q 2025
3Q 2025
2Q 2025
1Q 2025
Selected Performance Ratios:
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 %
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
$ 0.10
$ 0.10
$ 0.10
$ 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 %
1.40 %
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.
7
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
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
47
159
409
1,177
1,597
Investment in Panacea Financial Holdings, Inc. common stock
6,899
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 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 on sale of loans
567
1,470
249
210
-
Gains on Panacea Financial Holdings investment
-
20
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
49
33
381
(308 )
53
Other
65
172
80
79
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
7
-
-
289
313
Virginia franchise tax expense
611
577
576
577
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
-
-
80
5
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.
8
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
7,549
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 )
49
(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
19
(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
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.
9
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 liabilites
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 %
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 %
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 %
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 %
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 %
10
Primis Financial Corp.
(Dollars in thousands, except per share data)
For Three Months Ended:
1Q 2026
4Q 2025
3Q 2025
2Q 2025
1Q 2025
Reconciliation of Non-GAAP items:
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 )
(3.78 )
(3.80 )
(3.79 )
(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 )%
(0.11 )%
(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 %
11
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2612535d1_ex99-2.htm · Sequence: 3
Exhibit 99.2
Primis Financial Corp. NASDAQ: FRST First Quarter 2026
Forward - Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements other than statements of historical fact are forward - looking statements . Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in general . These forward - looking statements include, but are not limited to, our expectations regarding our future operating and financial performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment ; our outlook and long - term goals for future growth and new offerings and services ; our expectations regarding net interest margin ; expectations on our growth strategy, expense management, capital management and future profitability ; expectations on credit quality and performance ; and the assumptions underlying our expectations . Prospective investors are cautioned that any such forward - looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward - looking statements . Forward - looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties . Actual results may differ materially from those contemplated by such forward - looking statements . Factors that might cause such differences include, but are not limited to : instability in global economic conditions and geopolitical matters ; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas ; adverse developments in borrower industries ; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions ; the impact of tariffs, trade policies, and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U . S . exports, disruptions to supply chains, and decreased demand for other banking products and services) ; the Company’s ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, V 1 BE 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 . 2
Non - GAAP Measures Statements included in this presentation include non - GAAP financial measures and should be read along with the accompanying tables . Primis uses non - GAAP financial measures to analyze its performance . The measures entitled operating net income (loss) available to Primis' common shareholders ; pre - tax pre - provision operating earnings ; operating return on average assets ; pre - tax pre - provision operating return on average assets ; operating return on average 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 . 3
Company Overview Corp. Headquarters: Bank Headquarters: Branches: Ticker (NASDAQ): Pricing as of April 21 2026. Financial data as of or for the three months ended March 31, 2026. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Bloomberg. McLean, VA Glen Allen, VA 24 FRST Valuation Market Capitalization ($MM): Price / Book Value per Share: Price / Tangible Book Value (1) : Price / 2026 Estimated EPS (2) : Price / 2027 Estimated EPS (2) : $347 0.81x 1.04x 9.03x 7.09x Key Metrics Total Assets: Total Loans HFI: Total Deposits: TCE / TA (1) : Operating ROAA (1) : Operating ROATCE (1) : Net Interest Margin: Cost of Core Bank Deposits: $4.26B $3.35B $3.42B 8.02% 0.84% 10.19% 3.43% 1.59% 4
• Margin continues to move higher due to: • Favorable deposit pricing/Increased NIB • Strong earning asset yields • Restructuring of securities portfolio • Retirement of sub debt • Material operating leverage in Q1 and expected to continue • All facets of the bank are adding to results in Q1: • Core Bank ROA of 1.31% • Mortgage Warehouse up 45% from Q4 with ROA >2% • Primis Mortgage pre - tax earnings of $2.1MM in Q1’26 versus $0.8MM in Q1’25 • Panacea loans up 10% from December 31, 2025 (including HFS) Q1 2026 Financial Highlights (1) Dollars in Millions, except per share (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. 5 YoY QoQ Q1'26 Q4'25 Q1'25 126% 242% $8.1 $2.4 $3.6 Operating Net Income 44 bps 61 bps 0.84% 0.23% 0.40% Operating ROAA 441 bps 712 bps 10.19% 3.07% 5.78% Operating ROTCE 22% 4% $32.1 $30.9 $26.4 Net Interest Income 28 bps 15 bps 3.43% 3.28% 3.15% Net Interest Margin 15% 5% $4,257 $4,047 $3,697 Total Assets 12% 3% $3,396 $3,284 $3,043 Gross Loans HFI 8% 1% $3,423 $3,396 $3,169 Total Deposits 12% 2% $3,794 $3,737 $3,400 Average Earning Assets 20% 7% $534 $499 $446 Avg. Noninterest Bearing Deposits (“NIB”) 160 bps 90 bps 15.9% 15.0% 14.3% Avg. NIB / Avg. Total Deposits 20 bps (31 bps) 8.02% 8.33% 7.82% TCE / TA 18% 1% $13.47 $13.34 $11.40 Tangible Book Value per Share 122% (3%) $367 $378 $165 Retail Mortgage Volume
• Core Bank is 100% core funded with customers that walk in our branches or use our technology • V1BE (proprietary branch delivery app) manages approximately 15% of our commercial checking accounts • Focus on NIB driving results with NIB now 23% of Core Bank deposits • Extremely limited efforts on Investor CRE • Lending focused on Residential Builders, C&I and OO CRE Core Bank — Steady & Profitable (1) Core Bank results based on management reporting excluding business lines and with estimated corporate allocations and Income statement Items are stated in thousands 6 Core Bank Balance Sheet & Earnings (1) Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 $22,071 $22,696 $22,667 $23,269 $23,105 Net Interest Income ($114) $935 $189 $7,676 ($562) Provision (recovery) $1,894 $1,898 $1,996 $2,362 $1,993 Non - Interest Income $13,666 $13,763 $14,302 $14,570 $14,109 Non - Interest Expense $10,299 $10,831 $10,361 $11,061 $10,990 Pre - Tax Pre - Provision $10,413 $9,896 $10,172 $3,385 $11,552 Pre - Tax Income $2,030 $1,930 $1,983 $660 $2,253 Taxes $8,382 $7,967 $8,188 $2,725 $9,299 Net Income 1.31% 1.22% 1.24% 0.41% 1.37% Return on Assets 1.33% 1.34% 1.26% 1.32% 1.28% Pre - Tax Pre - Provision Return on Assets 3.77% 3.79% 3.70% 3.76% 3.61% Net Interest Margin 56.31% 56.38% 58.43% 56.70% 56.64% Efficiency Consolidated 1.81% 1.83% 1.87% 1.81% 1.76% Overhead Ratio
• Q1’26 operating ratios on $342 million in average loans: • PTPP ROAA: 2.54% • Yields: 6.80% • Margin: 3.48% (with FTP funding) • Efficiency: 27% • Plan to augment growth with larger top - tier lines and MSR relationships through 2026 • Low cost/NIB balances are generally 10 - 15% of total outstanding loan balances (12% of average loans in Q1’26) Mortgage Warehouse Lending Dollars in Millions 7 Highly Scalable Business at 6.80% Yield in Q1 • $1.37 billion in commitments with 139 customers • Yields structured to be the note rate with floors to protect bank margin and fees that give the bank around 75 - 100bps over note rate $115 $185 $327 $318 $460 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 300% Growth in Loan Balances YoY
• Continued recruiting success driving pipeline increases in the face of seasonal/macro headwinds • $26 million of construction - to - perm loans closed in Q1’26 • Limited profitability at origination but attractive rates during construction followed by wider than average GOS margin • Solid profitability in Q1’26 of $2.1 million would have been even stronger absent market volatility from macro events Primis Mortgage Dollars in Millions 8 Growth Despite Rate Environment $165 $189 $278 $255 $392 $501 Q3'23 Q1'24 Q3'24 Q1'25 Q3'25 Q1'26 97% Growth YoY Locks
• Growth in Q1’26: • 27% Growth in Loans YoY • 63% Growth in Deposits YoY • $41 million of commercial loans moved to held for sale at March 31, 2026 • Sale closing expected early Q2’26 • Regular flow sales planned to start soon thereafter • Banking over 7,500 doctors and their practices • #1 Ranked "Bank for Doctors" on Google Panacea Financial Dollars in Millions Q1’26 loan balance includes loans held for sale. 9 Growth in Balance Sheet $94 $112 $133 $128 $153 $474 $505 $548 $544 $600 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Total Deposits Total Loans
Net Interest Margin & Income 10 Net Interest Margin Our Margin Advantages • Zero pressure across the Company to: • Compete on rate on any loan offerings in any division • Up - price any deposit relationship to preserve funding levels • $27 million debt retired 1/31/26 • $402 million of loan portfolio with WAC of 4.81% repricing starting latter half of 2026 and continuing until Q1’2027 • Bank’s focus is squarely on deposit mix and continued momentum in checking through V1BE advantage 3.43% 3.28% 3.18% 2.86% 3.15% Q1'26 Q4'25 Q3'25 Q2'25 Q1'25
Balance Sheet – Loans and Deposits by Type and Division Dollars in Millions 11 Digital $999 29% Mortgage Warehouse $43 1% Panacea $153 5% Core Bank $2,227 65% Deposits by Division (Millions) Panacea $600 18% Life Premium Finance $136 4% Consumer Program $82 2% Mortgage Warehouse $460 13% PM Portfolio $130 4% Core Bank $2,030 59% Loans by Portfolio Type (Millions)
Deposits Dollars in Millions 12 • Approximately 15% of our commercial checking balances have V1be • Even with vastly scalable lending strategies, we can grow deposits faster with zero pressure on the core bank’s relationship pricing or profitability • NIB Growth of 19% year - over - year • Core Bank benefitting from V1BE convenience for customers • Warehouse funding 10% - 15% of outstanding balances with NIB Deposit Composition – Q1’26 Deposit and Cost Trends Demand Deposits 16% NOW Accounts 25% Money Market Accounts 23% Savings Accounts 28% Time Deposits 9% $3,423 $3,396 $3,336 $3,343 $3,169 2.23% 2.26% 2.46% 2.52% 2.52% Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 Total Deposits Cost of Deposits
Operating Expense (1) See reconciliation of Non - GAAP financial measures beginning on slide 19 13 • Sale lease - back transaction added $1.4 million, net of depreciation, to run - rate expenses per quarter • Excluding that impact, core operating expense burden would have been down 1% year - over - year • Aggressively pursuing efficiencies through AI to preserve operating leverage as revenue grows Operating Efficiency Ratio (1) Core Opex Burden – 5 Quarters 74.0% 91.1% 78.8% 88.7% 92.0% Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 ($ in thousands) 33,754 42,164 32,313 31,942 32,516 Reported Noninterest Expense - - - - (4,754) PFH Consolidated Expenses 33,754 42,164 32,313 31,942 27,762 Noninterest Expense Excl. PFH - ($1,126) - ($232) ($1,144) Nonrecurring ($10,545) ($10,048) ($8,214) ($8,514) ($5,569) Primis Mortgage Expenses ($1,040) ($2,614) ($2,100) ($370) $384 Panacea Net Expense ($347) ($391) ($439) ($518) ($622) Consumer Program Servicing Fee $136 $127 $19 ($18) ($13) Reserve for Unfunded Commitment ($11,796) ($14,052) ($10,734) ($9,652) ($6,964) Total Adjustments $21,958 $28,112 $21,579 $22,290 $20,798 Core Operating Expense Burden
Loan Portfolio (1) Dollars in millions 14 Non - Owner Occupied CRE Breakdown (1) • Hotel portfolio down to $156 million from almost $300 million in early 2020 • Occupancy, RevPAR, and ADR exceeding 2019 performance • Debt coverage over 1.50x • C&I largest asset class and growing • Concentrated in Mortgage Warehouse and Panacea • Room to grow C&D with recent success with high quality builders CRE - OO 16% CRE - NOO 16% C&D 4% Residential 21% C&I 33% Consumer 8% Other 2% Hotel $156 Office $134 Retail $83 Assisted Living $41 Mixed Use $44 Warehouse/Industrial $23 All Other $59
4.32% 4.46% 4.61% 4.47% 2.29% Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 Asset Quality (1) See reconciliation of Non - GAAP financial measures beginning on slide 19 15 Classified Loans / Total Loans (ex. PPP) Core NCOs / Average Loans (1) • Substandard and nonaccrual loans essentially flat for last three quarters • Provision of $1.5 million for Q1’26 • $0.1 million related to growth • $0.4 million for consumer program • $ 0.6 million for impaired loans • Core net charge - offs remain at nominal levels 0.06% 0.15% 0.03% 0.05% 0.06% Q1'25 Q2'25 Q3'25 Q4'25 Q1'26
Capital Ratios (1) See reconciliation of Non - GAAP financial measures on slide 19 16 CET1 Ratio TCE / TA (1) 8.02% 8.33% 7.48% 7.49% 7.82% Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 9.35% 9.36% 8.62% 8.92% 9.35% Q1'26 Q4'25 Q3'25 Q2'25 Q1'25
Per Share Results (1) See reconciliation of Non - GAAP financial measures on slide 19 (2) Data from Capital IQ with pricing as of April 21,2026 (3) Peers based on FRST proxy compensation peer group 17 Increasing Tangible book Value Per Share (1) Significant Upside Just to Peer Group Average (3) • 2026 estimates are achievable and lead to attractive ROE • 33% upside to the peer group average valuation of 1.38x $13.47 $13.34 $11.71 $11.48 $11.40 Q1'26 Q4'25 Q3'25 Q2'25 Q1'25 0.59 0.98 1.04 1.07 1.20 1.28 1.32 1.38 1.48 1.56 1.70 2.29 2.78 BCBP MNSB BRBS MVBF FRST CFFI FRBA JMSB MPB SFST CCNE CARE SHBI BWFG HTB PFIS CBAN SMBK ORRF ACNB CCBG MCBS FCBC CHCO Price / Tangible Book (2) 4.4 8.8 8.9 9.0 9.7 10.0 10.1 10.4 11.7 12.9 14.0 14.9 CARE BCBP FRBA CCNE PFIS FRST ORRF MPB MCBS SHBI ACNB CBAN BWFG SFST MNSB SMBK JMSB CCBG HTB CHCO MVBF FCBC Price/ 2026 Earnings Per Share (2)
• Desirable and profitable core bank paired with attractive nationwide business lines • Profitability thesis intact – achievable 1.0% ROAA in 2026 • Attractive valuation relative to peers • Board and management team focused on driving shareholder value Investment Summary 18
Reconciliation of Non - GAAP Terms 19 Dollars in Thousands, except per share Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Net income available to Primis' common shareholders $22,636 $2,437 $6,830 $29,540 $7,312 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 $893 $232 Gain on sale-leaseback ($50,573) Transaction costs related to sale-leaseback $1,126 Gains on Panacea Financial Holdings investment ($24,578) ($7,450) Loss on sale of closed bank branch buildings $107 Tax expense related to de-consolidation gain in 2025 on Panacea Financial Holdings investment $759 Income tax effect $4,370 $1,559 $7,489 $3,572 ($3,222) $6,830 $2,359 $8,071 Return on average assets 2.52% 0.26% 0.70% 2.94% 0.76% Effect of adjustment for nonrecurring income and expenses (2.12%) (0.60%) 0.00% (2.71%) 0.08% Operating return on average assets 0.40% (0.34%) 0.70% 0.23% 0.84% Return on average common equity 26.66% 2.57% 7.13% 29.46% 7.24% Effect of adjustment for nonrecurring income and expenses (22.45%) (5.97%) 0.00% (27.10%) 0.72% Operating return on average common equity 4.21% (3.40%) 7.13% 2.36% 7.96% Effect of goodwill and other intangible assets 1.57% (1.11%) 2.32% 0.71% 2.23% Operating return on average tangible common equity 5.78% (4.51%) 9.45% 3.07% 10.19% Efficiency ratio 55.39% 73.92% 78.81% 52.14% 73.97% Effect of adjustment for nonrecurring income and expenses 36.58% 14.75% 0.00% 38.91% 0.00% Operating efficiency ratio 91.97% 88.67% 78.81% 91.05% 73.97% Book value per common share $15.19 $15.27 $15.51 $17.12 $17.25 Effect of goodwill and other intangible assets ($3.79) ($3.79) ($3.80) ($3.78) ($3.78) Tangible book value per common share $11.40 $11.48 $11.71 $13.34 $13.47 Net charge-offs as a percent of average loans (annualized) 1.47% 0.80% 0.14% 0.16% 0.12% Impact of third-party consumer portfolio (1.41%) (0.65%) (0.11%) (0.11%) (0.06%) Core net charge-offs as a percent of average loans (annualized) 0.06% 0.15% 0.03% 0.05% 0.06% Common equity to assets 10.16% 9.72% 9.66% 10.45% 10.04% Effect of goodwill and other intangible assets (2.34%) (2.23%) (2.18%) (2.12%) (2.02%) Tangible common equity to tangible assets 7.82% 7.49% 7.48% 8.33% 8.02% Operating net income (loss) available to Primis' common shareholders
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v3.26.1
Cover
Apr. 23, 2026
Cover [Abstract]
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Apr. 23, 2026
Entity File Number
001-33037
Entity Registrant Name
Primis Financial Corp.
Entity Central Index Key
0001325670
Entity Tax Identification Number
20-1417448
Entity Incorporation, State or Country Code
VA
Entity Address, Address Line One
1676
International Drive, Suite 900,
Entity Address, City or Town
McLean
Entity Address, State or Province
VA
Entity Address, Postal Zip Code
22102
City Area Code
703
Local Phone Number
893-7400
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COMMON STOCK
Trading Symbol
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Security Exchange Name
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Entity Emerging Growth Company
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