false
0001325670
0001325670
2025-07-24
2025-07-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 24, 2025
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) |
(IRS Employer Identification No.) |
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 exchanged 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. ¨
EXPLANATORY NOTE
On July 24, 2025, Primis Financial Corp. (the
“Company”) filed a Current Report on Form 8-K (the “Original
Report”) to report its financial results for the second quarter of 2025 within a press release (the “Earnings
Release”) and investor presentation (the “Investor Presentation”)
furnished as Exhibit 99.1 and Exhibit 99.2, respectively, in the Original Report.
This Current Report on Form 8-K/A (the “Amended
Report”) amends the Original Report to correct certain financial information included in the Earnings Release and Investor
Presentation as further described below. The Company is filing this Amended Report in order to furnish a revised earnings release (the
“Amended Earnings Release”) in Item 2.02 disclosure and revised investor
presentation (the “Amended Investor Presentation”) in Item 7.01 disclosure.
The Amended Earnings Release and Amended Investor Presentation replaces the Earnings Release and Investor Presentation, respectively,
in their 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, Earnings Release or Investor Presentation in any other respect.
The changes described in this Amended Report arise
primarily from the downgrade of three performing loans due to recent updated information as described more fully below:
| · | a commercial loan with an unpaid principal balance of $6.4 million as of June 30, 2025 was downgraded
to special mention. The loan is secured by the assets of the underlying enterprise with an estimated total debt to value of 38% at June
30, 2025 based on its valuation at a recently completed capital raise. |
| · | an office property with an unpaid principal balance of $30.7 million was downgraded to substandard accruing.
The loan has no record of late payments and has an estimated debt service coverage ratio of 1.13x including full principal and interest.
Management evaluated this loan for impairment and determined that it was not impaired. |
| · | an office property with an unpaid principal balance of $40.1 million was downgraded to substandard nonaccrual.
As of the date of this report, this loan is past due 57 days but made a payment within the last 30 days. The Company’s evaluation
of impairment on this loan required a specific reserve of $7.7 million. |
Additional adjustments included the reversal of
$0.3 million of accrued interest related to the nonaccrual loan and the reversal of pooled reserves on both substandard loans of $0.6
million. Combined, and after adjusting for tax effects, net income for the three months ended June 30, 2025 decreased $6.0 million to
$2.4 million as a result of these changes.
| Item 2.02 | 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.
| Item 7.01 | Regulation FD Disclosure. |
On August 11, 2025, the Company furnished the
Amended Investor Presentation that management intends to use from time to time hereafter in presentations about the Company’s operations
and performance, which is attached as Exhibit 99.2 to the Amended Report and incorporated herein by reference. The changes described in
the Explanatory Note are reflected in the Amended Investor Presentation.
The information in this Amended Report, including
Exhibits 99.1 and 99.2 attached hereto, 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
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
|
Amended Earnings Release. |
| 99.2 |
|
Amended Investor Presentation. |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
PRIMIS FINANCIAL CORP. |
| |
|
| |
By: |
/s/ Matthew A. Switzer |
| August 11, 2025 |
|
Matthew A. Switzer |
| |
|
Chief Financial Officer |
