Primis Financial (NASDAQ: FRST) shareholders elect Gamble and Saunders to board
Rhea-AI Filing Summary
Primis Financial Corp. reported results of its 2026 annual meeting, where shareholders elected ten directors, including new independent board members Scott R. Gamble and J. Brock Saunders. They replace Robert Y. Clagett and Charles A. Kabbash, who chose not to stand for re-election and had no disagreements with the company.
Shareholders also ratified Crowe, LLP as independent registered public accounting firm for the year ending December 31, 2026 and approved, on an advisory non-binding basis, the compensation of named executive officers. The company noted Primis had $4.3 billion in total assets as of March 31, 2026.
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8-K Event Classification
Key Figures
Key Terms
independent registered public accounting firm financial
broker non-votes financial
advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers financial
Emerging growth company regulatory
Item 404(a) of Regulation S-K regulatory
FAQ
What board changes did Primis Financial Corp. (FRST) announce?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02. 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 Financial Corp. (the “Company”) filed with the U.S. Securities and Exchange Commission on April 10, 2026. Accordingly, Mr. Clagett’s and Mr. Kabbash’s respective terms on the Board of Directors (the “Board”) of the Company and of Primis Bank (“Bank”) ended effective as of May 21, 2026. Prior to the Annual Meeting, Mr. Clagett served as a member of the Audit Committee and Compensation Committee of the Board and Mr. Kabbash served as a member of the Governance Committee and Asset-Liability Management Committee of the Board. In connection with Mr. Clagett’s and Mr. Kabbash’s departures, the Board, at the recommendation of its Corporate Governance Committee, nominated Scott R. Gamble and J. Brock Saunders for election as directors at the Annual Meeting as disclosed in the Proxy Statement.
Mr. Clagett’s decision not to stand for re-election was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.
Mr. Kabbash’s decision not to stand for re-election was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.
The Company is grateful to Mr. Clagett and Mr. Kabbash for their expert advice and counsel they provided the Board and the Company’s management team and their valued service as a member of the Board.
Effective as of the May 21, 2026 Annual Meeting, and subject to Mr. Gamble’s and Mr. Saunders’ election at the Annual Meeting, the Board appointed Scott R. Gamble to the Company and Bank boards and to serve on the Audit Committee and Asset-Liability Management Committee and J. Brock Saunders to the Company and Bank boards and to serve on the Compensation Committee and Asset-Liability Management Committee.
Mr. Gamble is a Principal at Patriot Financial Partners, L.P. and has more than 38 years of banking experience. Prior to joining Patriot, Mr. Gamble was the Regional President for BB&T’s Greater Delaware Valley Region. He was responsible for BB&T’s commercial and retail management teams, covering the Greater Delaware Valley. In addition, he was responsible for the commercial real estate and regional corporate lending teams. He also serves on the board of directors of First Bank (NASDAQ: FRBA) and Fortis Financial Inc. (a privately held company). A graduate of Grove City College with a B.A. in Business Administration, Mr. Gamble has also pursued additional training in management and capital markets. His vast experience throughout his banking career in the management of commercial banking, retail banking and business development for community offices and business centers qualifies Mr. Gamble to serve on the board of directors at Primis Financial Corp.
Mr. Saunders is currently the Managing Partner at Mattock Capital, a Richmond-based family office investing in a diverse set of alternative investments. Prior to Mattock, Mr. Saunders was the President and Chief Investment Officer at James River Capital Corp., an investment management firm, and before that was a Partner at Pleasant Lake Partners, a New York-based hedge fund. He started his career at Citigroup as a high-yield credit trader, later moving to the firm’s proprietary trading business where he ultimately served as the Global Head of Equity Trading in London. Mr. Saunders attended the University of Virginia where he earned a Bachelor of Arts in both government and history and served as one of three representatives from the college on the Honor Committee. His diverse background in financial services, including capital markets and investing, qualifies Mr. Saunders to serve on the board of directors at Primis Financial Corp.
The Board has determined that Mr. Gamble and Mr. Saunders are “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no family relationships between Mr. Gamble and Mr. Saunders and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Gamble and Mr. Saunders and any other persons or entities pursuant to which Mr. Gamble and Mr. Saunders were appointed as a director of the Company.
There are no transactions involving Mr. Gamble and Mr. Saunders and the Company that require disclosure under Item 404(a) of Regulation S-K.
As of the date of their appointment, each of Mr. Gamble and Mr. Saunders is entitled to receive compensation that is consistent with the compensation received by the other members of the Board. A description of the compensation payable to members of the Board is set forth under the heading “Director Compensation” in the Company’s Definitive Proxy Statement filed with the SEC on April 10, 2026 and is incorporated herein by reference.
A copy of the press release announcing the changes to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2026, Primis Financial Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 24,772,072 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 20,196,020 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal One – Elect Directors: To elect ten directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for each director is as set forth below.
| Nominee | Votes For | Votes Against | Broker Non-Votes |
| John F. Biagas | 15,431,527 | 2,223,655 | 2,540,838 |
| W. Rand Cook | 14,786,032 | 2,869,150 | 2,540,838 |
| Deborah B. Diaz | 15,483,412 | 2,171,770 | 2,540,838 |
| F. L. Garrett, III | 16,638,116 | 1,017,066 | 2,540,838 |
| Dr. Allen R. Jones, Jr. | 16,930,739 | 724,443 | 2,540,838 |
| John M. Eggemeyer | 16,972,859 | 682,323 | 2,540,838 |
| Eric A. Johnson | 15,397,275 | 2,257,907 | 2,540,838 |
| Scott R. Gamble | 16,944,446 | 710,736 | 2,540,838 |
| J. Brock Saunders | 16,960,521 | 694,661 | 2,540,838 |
| Dennis J. Zember, Jr. | 16,990,535 | 664,647 | 2,540,838 |
The ten nominees were each elected to the Board by a plurality of the votes of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, as required by the Company’s bylaws.
Proposal Two – Ratification of Auditors: To ratify the appointment of Crowe, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Abstentions |
| 20,170,536 | 20,717 | 4,767 |
The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.
Proposal Three – Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.
| Votes For | Votes Against | Broker Non-Votes | Abstentions |
| 15,714,681 | 1,910,497 | 2,540,838 | 30,004 |
The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated May 27, 2026
104 Cover Page Interactive Data File (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 | ||
| May 27, 2026 | Matthew A. Switzer | ||
| Chief Financial Officer | |||
Exhibit 99.1
Primis Financial Corp. Announces Election of New Board Members Scott Gamble and Brock Saunders
For immediate release
May 27, 2026
McLean, Virginia, May 27, 2026 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) and its wholly-owned subsidiary Primis Bank, today announced that Mr. Scott R. Gamble and Mr. J. Brock Saunders were elected to Primis’ Board of Directors at its annual meeting of shareholders.
Mr. Scott R. Gamble is a Principal at Patriot Financial Partners, L.P. and has more than 38 years of banking experience. Prior to joining Patriot, Mr. Gamble served as Regional President for BB&T’s Greater Delaware Valley Region, where he oversaw commercial and retail management teams as well as commercial real estate and regional corporate lending teams. Mr. Gamble also currently serves on the boards of First Bank (NASDAQ: FRBA) and Fortis Financial Inc., a privately held company. He holds a Bachelor of Arts in Business Administration from Grove City College and has completed additional training in management and capital markets. Mr. Gamble’s extensive experience in commercial and retail banking, as well as business development for community offices and business centers, positions him well to contribute to Primis’ Board of Directors.
Mr. J. Brock Saunders is the Managing Partner at Mattock Capital, a Richmond-based family office investing in a diverse set of alternative investments. Prior to Mattock Capital, Mr. Saunders was President and Chief Investment Officer at James River Capital Corp., an investment management firm, and earlier in his career, was a Partner at Pleasant Lake Partners, a New York-based hedge fund. He began his career at Citigroup as a high-yield credit trader and later served as Global Head of Equity Trading in London within the firm’s proprietary trading business. Mr. Saunders earned a Bachelor of Arts in both government and history from the University of Virginia, where he also served on the Honor Committee. His broad experience across financial services, including capital markets and investing, brings valuable perspective to Primis’ Board.
Dennis J. Zember, Jr., President and Chief Executive Officer of the Company, stated, "I am excited to welcome Scott and Brock to the Primis and Primis Bank Board of Directors. Both individuals are valued contributors and well-known to our Company. We are thrilled to have the benefit of their experience and counsel as full members of our corporate and bank boards."
Mr. Robert Clagett and Mr. Charles Kabbash did not stand for reelection at the Company’s annual meeting of shareholders, and as a result, Mr. Gamble and Mr. Saunders will fill their respective seats on the Company Board. Primis thanks Mr. Clagett and Mr. Kabbash for their dedicated service and valuable contributions to the Primis Board of Directors during their tenure.
About Primis Financial Corp.
As of March 31, 2026, Primis had $4.3 billion in total assets, $3.4 billion in total loans held for investment and $3.4 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