Primis Financial Corp SEC Filings

Primis Financial Corp. (FRST) filed a Form 4 reporting an insider purchase. A director acquired 1,830 shares of common stock on 11/11/2025 at a price of $10.8424 per share, coded “P”. Following the transaction, the director beneficially owns 48,566 shares, listed as direct ownership.

Primis Financial Corp. (FRST) director Eric A. Johnson reported open‑market stock purchases. On 10/28/2025, he bought 2,020 shares at $10.70 and 300 shares at $10.71. Following these trades, his directly held common stock totaled 39,980 shares. He also has 9,622 shares held in an IRA for his benefit and 297 shares are held indirectly by his spouse.

Primis Financial Corp. filed an 8-K announcing it issued a press release with financial results for the period ended September 30, 2025, and furnished an investor presentation for ongoing use with stakeholders.

The company also announced a dividend payable on November 21, 2025 to shareholders of record as of November 7, 2025. The press release and investor presentation were furnished as exhibits and, consistent with standard practice, are not deemed “filed” for liability purposes under the Exchange Act unless specifically incorporated by reference.

Patriot Financial Partners III disclosed a 4.94% shared beneficial ownership stake in Primis Financial Corp. (Common Stock). The filing identifies Patriot Fund III and affiliated GP entities, and two individuals, W. Kirk Wycoff and James F. Deutsch, as members of the Patriot Financial Group that collectively hold 1,217,531 shares based on 24,643,185 shares outstanding as of June 30, 2025. The group reports using working capital to acquire the shares for investment purposes and states no current plans for control transactions. Recent activity shows purchases in August 2025 and two sales of 50,000 shares each on September 22 and 23, 2025. A joint filing agreement is included as an exhibit.

Eric Alan Johnson, a director of Primis Financial Corp. (FRST), reported a purchase of 1,818 shares of the issuer's common stock on 09/09/2025 at a price of $11.00 per share. Following the reported transaction, the filing shows Mr. Johnson directly beneficially owns 37,660 shares. The filing also discloses a disposition of 9,622 shares and indirect beneficial ownership of 297 shares held by his spouse, and an explanatory note states that the 9,622 shares reflect holdings in an IRA for Mr. Johnson's benefit. The Form 4 was signed on 09/11/2025.

Patriot Financial Group disclosed ownership of 1,317,531 shares of PRIMIS FINANCIAL CORP. (ticker FRST), representing 5.35% of the company based on 24,643,185 shares outstanding. The holdings are reported across related entities: Patriot Financial Partners III, L.P.; Patriot Financial Partners GP III, L.P.; Patriot Financial Partners GP III, LLC; and three named individuals who serve as general partners and investment committee members.

The filing states the acquired shares were purchased for investment using working capital and that, except as described, the group has no present plans to effect corporate transactions. Recent purchases totaling 100,000 shares occurred on August 7 (1,474 shares), August 8 (2,848 shares) and August 12, 2025 (95,678 shares). All reported voting and dispositive power is shared; no sole voting or dispositive power is claimed. The filing discloses no criminal or disqualifying civil proceedings for group members.

Primis Financial Corp. has registered 600,000 shares of its common stock, par value $0.01, under the Primis Financial Corp. Omnibus Incentive Plan and any additional shares issuable under the Plan's adjustment and anti-dilution provisions. The registration statement enables the Company to grant equity awards under the Plan and incorporates by reference specified SEC filings and the plan document for participant disclosure.

The Company’s articles and bylaws provide indemnification to directors, officers and certain agents to the fullest extent permitted by the Virginia Stock Corporation Act, permit advancement of expenses with required undertakings, and the Company maintains insurance for directors and officers. The filing notes FDIC limitations on indemnifying insured depository institutions and states the SEC’s view that indemnification for Securities Act liabilities is unenforceable.

Primis Financial Corp. (FRST) reported asset growth and a large one-time investment gain tied to Panacea Financial. Total assets rose to $3.872 billion from $3.690 billion, driven by higher cash and deposits; total deposits increased to $3.343 billion from $3.171 billion and cash and cash equivalents rose to $94.074 million. Net interest income for the quarter was $25.18 million and $51.54 million for the six months, after which the company recorded higher provisions for credit losses ($8.303 million for the quarter, $9.899 million year-to-date).

The Company recognized a $24.6 million gain on deconsolidation of Panacea Financial Holdings (PFH) for the six months and additional PFH-related gains of $7.45 million in the quarter; proceeds from a partial PFH share sale were $22.1 million, and Primis held ~467,000 PFH shares valued at $6.586 million at period-end. Consolidated net income was $2.437 million for the quarter and $21.471 million for six months; diluted EPS was $0.10 quarterly and $1.01 year-to-date. The company repurchased 79,549 shares for $0.8 million under its buyback program.