Primis Financial (NASDAQ: FRST) reports Q4 2025 results, declares dividend

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Primis Financial Corp. filed a current report describing several updates. The company furnished a press release announcing its financial results for the period ended December 31, 2025, and made a fourth-quarter 2025 investor presentation available, which management intends to use in discussions with investors and other stakeholders.

Primis also announced a dividend payable on February 27, 2026 to shareholders of record as of February 13, 2026. Both the earnings press release and the investor presentation are included as exhibits and are incorporated by reference for further detail.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

01/29/2026 - 05:00 PM

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): January 29, 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 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.

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 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated January 29, 2026

99.2 Primis Financial Corp. Fourth Quarter 2025 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: January 29, 2026	By:	/s/ Matthew A. Switzer
		Matthew A. Switzer
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Primis Financial Corp. (FRST) disclose in its latest 8-K?

Primis Financial Corp. disclosed that it released financial results for the period ended December 31, 2025, furnished an accompanying fourth-quarter 2025 investor presentation, and announced a dividend with specified record and payment dates, all summarized and supported by exhibits attached to the report.

What period do Primis Financial Corp. (FRST)'s newly reported results cover?

The newly reported results from Primis Financial Corp. cover the period ended December 31, 2025. These results were announced in a press release dated January 29, 2026, which is furnished as an exhibit and incorporated by reference for more detailed financial information.

What dividend timing did Primis Financial Corp. (FRST) announce?

Primis Financial Corp. announced a dividend payable on February 27, 2026, to shareholders of record as of February 13, 2026. The declaration and key dates were disclosed in a January 29, 2026 press release that is filed as an exhibit to the current report.

What is included in Primis Financial Corp. (FRST)'s fourth-quarter 2025 investor presentation?

The fourth-quarter 2025 investor presentation includes materials about Primis Financial Corp.’s operations and performance that management plans to use with investors, analysts, lenders, partners, and other interested parties. It is furnished as an exhibit and also made available through the company’s website for broader access.

Are Primis Financial Corp. (FRST)'s exhibits considered filed or furnished?

The financial results press release and the fourth-quarter 2025 investor presentation are furnished, not filed, under the securities laws. The company notes they are not subject to Section 18 liability and are incorporated into other filings only if specifically referenced.

Where can investors access Primis Financial Corp. (FRST)'s Q4 2025 materials?

Investors can access Primis Financial Corp.’s Q4 2025 results press release and investor presentation as exhibits to the current report. The investor presentation is also available on the company’s website, although website materials are not incorporated into the report by reference.