News & Events

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 Financ…

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.

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.

Results of Operations and Financial Condition. On January 29, 2026, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended December 31, 2025. 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.

Other Events. On January 29, 2026, Primis issued a press release announcing the declaration of a dividend payable on February 27, 2026 to shareholders of record as of February 13, 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.

Other Events. On December 18, 2025, the Board of Directors of Primis Financial Corp. (the “Company”) authorized a stock repurchase program (the “Stock Repurchase Program”) under which the Company may repurchase up to 750,000 shares of its common stock. The Stock Repurchase Program will begin on December 18, 2025 and end on December 18, 2026. Repurchases under the Stock Repurchase Program may be made from time to time through open market purchases, privately negotiated transactions or such oth…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. As referenced in

Entry into a Material Definitive Agreement. On December 5, 2025 (the “Effective Date”), Primis Bank (the “Bank” or “Seller”), a Virginia state chartered bank and wholly-owned subsidiary of Primis Financial Corp. (the “Company”), and entities affiliated with MountainSeed Real Estate Services, LLC and Fortress Investment Group (“Buyer”), entered into an Agreement for Purchase and Sale of Property (the “Sale Agreement”), which provides for the sale to the Buyer of 18 properties owned and operate…

Results of Operations and Financial Condition. On October 23, 2025, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended September 30, 2025. 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.

Other Events. On October 23, 2025, Primis issued a press release announcing the declaration of a dividend payable on November 21, 2025 to shareholders of record as of November 7, 2025. 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.

Results of Operations and Financial Condition. On August 11, 2025, the Company furnished the Amended Earnings Release with its results of operations and financial condition for the three months ended June 30, 2025, which is attached as Exhibit 99.1 to this Amended Report and incorporated herein by reference. The changes described in the Explanatory Note are reflected in the Amended Earnings Release.

Other Events. On July 24, 2025, Primis issued a press release announcing the declaration of a dividend payable on August 22, 2025 to shareholders of record as of August 8, 2025. 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.

Results of Operations and Financial Condition. On July 24, 2025, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended June 30, 2025. 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.

disclosure. The Amended Earnings Release replaces the Earnings Release, in its entirety. This Amended Report should be read in conjunction with the Original Report. This Amended Report does not amend, modify, or supplement the Original Report or Earnings Release in any other respect. The changes described in this Amended Report arise primarily from management’s subsequent determination of deconsolidation of Panacea Financial Holding Inc. (“PFH”) as of March 31, 2025 for financial reporting pu…

Results of Operations and Financial Condition. On April 29, 2025, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended March 31, 2025. 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.

of this Amended Report is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be express…

Other Events. On April 29, 2025, Primis issued a press release announcing the declaration of a dividend payable on May 28, 2025 to shareholders of record as of May 14, 2025. 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.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on the Form 8-K dated April 9, 2025, Primis Financial Corp. (the “Company”), submitted a hearing request (“Hearing Request”) to The Nasdaq Stock Market LLC (“Nasdaq”) appealing Nasdaq’s delisting determination and requesting a stay of delisting of the Company’s securities pending a final written decision by the Nasdaq Hearings Panel (the “Panel”). On April 10, the Compa…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, Primis Financial Corp. (the “Company”), received notices from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”), and on December 19, 2024, the Company…

Results of Operations and Financial Condition. On January 28, 2025, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended December 31, 2024. 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.

Other Events. On January 28, 2025, Primis issued a press release announcing the declaration of a dividend payable on February 26, 2025 to shareholders of record as of February 12, 2025. 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.