Primis Financial Corp. Announces Signed Term Sheet to Sell a Portion of its Shares of Panacea Financial Holdings, Inc.

Rhea-AI Summary

Primis Financial Corp. (NASDAQ: FRST) has announced a signed non-binding term sheet to sell a portion of its ownership in Panacea Financial Holdings, Inc. The sale is expected to generate approximately $22 million in proceeds and result in an additional pre-tax gain of $6.5-7.0 million, as the sales price exceeds the March 31, 2025 carrying value. CEO Dennis Zember indicated that the proceeds could be used for share repurchases or accelerating company growth. Despite this partial divestment, Primis remains committed to Panacea's long-term potential and mission. As of March 31, 2025, Primis had $3.7 billion in total assets, $2.9 billion in total loans, and $3.2 billion in total deposits, operating through twenty-four branches in Virginia and Maryland.

Positive

• Expected proceeds of $22 million from the sale of Panacea Financial Holdings shares
• Additional pre-tax gain of $6.5-7.0 million from the sale
• Share repurchase program would be accretive to tangible book value
• Improved incremental margins in core bank and business lines
• Strong financial position with $3.7B in total assets and $3.2B in deposits

Negative

• Reduction in ownership stake of successful Panacea Financial Holdings business
• Non-binding nature of the term sheet introduces execution uncertainty

Insights

Financial Analyst

Primis' partial Panacea sale generates $22M with $6.5-7M pre-tax gain, enabling accretive share repurchases and growth acceleration.

Primis Financial Corp has signed a non-binding term sheet to sell a portion of its ownership in Panacea Financial Holdings, following its deconsolidation in March 2025. This strategic move is expected to generate $22 million in proceeds with an additional pre-tax gain between $6.5-7.0 million, as the sales price exceeded Panacea's carrying value.

The transaction represents a significant monetization opportunity without abandoning the investment entirely. Management has signaled two primary uses for these proceeds: accelerating their share repurchase program and fueling growth initiatives. The repurchase strategy is particularly noteworthy as management explicitly states it would be accretive to tangible book value—a key metric for banking investors.

This partial divestiture comes after Panacea's performance exceeded original expectations in terms of both growth and value creation. By retaining partial ownership, Primis maintains exposure to Panacea's future potential while unlocking immediate capital for deployment.

The timing is strategic, with management highlighting that incremental margins in their core bank and business lines are at multi-year highs with minimal operating expense increases. As of March 2025, Primis reported $3.7 billion in total assets, $2.9 billion in loans held for investment, and $3.2 billion in deposits, providing context for the significance of this $22 million transaction relative to their overall balance sheet.

MCLEAN, Va., June 12, 2025 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company") today reported a signed non-binding term sheet to sell a portion of its ownership in Panacea Financial Holdings, Inc. ("PFH" or "Panacea"). This proposed sale follows the deconsolidation of PFH at March 31, 2025 and is expected to generate proceeds to the Company of approximately $22 million. Additionally, the Company expects to record an additional gain of between $6.5 and $7.0 million pre-tax as the sales price per share exceeded the carrying value as of March 31, 2025.

Commenting on the proposed sale, Dennis J. Zember, Jr., President & CEO said, "Realizing this gain will allow the Company to be more aggressive on certain strategies, such as its share repurchase program or accelerating growth across the Company. Repurchase of our shares right now is accretive to tangible book value and communicates managements' confidence in our operating results. Incremental margins in our core bank and in our lines of business are better now than they have been in several years and importantly the growth has very little to no operating expense lift."

"The success of Panacea in recent years has far exceeded our original expectations, both in terms of growth and the value it has created for all stakeholders," continued Zember. "While this transaction represents an opportunistic monetization of a portion of our investment, it does not alter our conviction in Panacea's long-term potential or our support for its mission. We remain a committed partner and are confident that Panacea will continue to be a disruptive force, delivering scalable, tech-enabled financial solutions to doctors and their practices nationwide. We are confident in the continued momentum from this strategy and believe that it serves as a success case study for an industry searching for valuable, organic growth ideas."

About Primis Financial Corp.

As of March 31, 2025, Primis had $3.7 billion in total assets, $2.9 billion in total loans held for investment and $3.2 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

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: 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; the risks associated with the Life Premium Finance sale, including failure to achieve the expected impact to our operating results; competitive pressures among financial institutions increasing significantly; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices; changes in management's plans for the future; credit risk associated with our lending activities; 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; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; the impacts of tariffs and trade policies; 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 highlighted by high-profile bank failures, 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 third 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, including the current Ukraine/Russia conflict and Israel/Hamas conflict, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; 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, 2024, 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.

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SOURCE Primis Financial Corp.

FAQ

How much will Primis Financial Corp (FRST) receive from selling Panacea Financial Holdings shares?

Primis Financial Corp expects to receive approximately $22 million in proceeds from the sale, with an additional pre-tax gain of $6.5-7.0 million.

What will Primis Financial (FRST) do with the proceeds from the Panacea sale?

The company plans to use the proceeds for strategic initiatives such as its share repurchase program or accelerating growth across the company.

Will Primis Financial (FRST) completely exit its investment in Panacea Financial Holdings?

No, Primis is only selling a portion of its shares and remains committed as a partner to Panacea's long-term potential and mission.

What are Primis Financial's (FRST) current total assets as of March 2025?

As of March 31, 2025, Primis Financial had $3.7 billion in total assets, $2.9 billion in total loans held for investment, and $3.2 billion in total deposits.

Why is Primis Financial (FRST) selling its Panacea Financial Holdings shares?

The sale represents an opportunistic monetization of their investment, allowing the company to be more aggressive on strategies like share repurchases and growth acceleration while maintaining their partnership with Panacea.