Primis Financial (FRST) EVP gains 3,469 shares in PSU conversion

Rhea-AI Filing Summary

Primis Financial Corp. executive Marie Taylor Leibson reported equity awards vesting and conversion into common stock. On March 5, 2026, performance-based restricted stock units were exercised and converted into 3,469 shares of common stock at an exercise price of $0.00 per share, increasing her direct common stock holdings to 63,347.88 shares.

Footnotes explain that performance-based restricted stock units convert into common stock on a 1‑to‑1 basis, with 2020 PSUs and a portion of 2025 PSUs vesting on March 5, 2026 based on performance. Additional PSUs remain eligible to vest in 2027 and 2028, and she also holds indirect common stock through a 401(k) plan and shares in an IRA, as well as restricted stock and employee stock options.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leibson Marie Taylor

(Last) (First) (Middle)

13021 HADDONFIELD LANE

(Street)

GAINESVILLE VA 20155

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primis Financial Corp. [ FRST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		M		3,469	A	$0	63,347.88(1)(2)	D
Common Stock								9,761.9171(3)	I	By 401K Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restrictd Stock Units	(4)	03/05/2026		M			1,500	(5)	(5)	Common Stock	1,500	$0	0	D
Performance-Based Restricted Stock Units	(4)	03/05/2026		M			1,969	(6)	(6)	Common Stock	1,969	$0	8,531	D
Performance-Based Restricted Stock Units	(7)							(7)	(7)	Common Stock	5,000		13,531	D
Performance-Based Restricted Stock Units	(8)							(8)	(8)	Common Stock	7,000		20,531	D
Employee Stock Option (right to buy)	$11.99							06/17/2017	06/17/2026	Common Stock	5,500		5,500	D

Explanation of Responses:

1. Includes 10,061.40 shares held in an IRA for Ms. Leibson's benefit.

2. Includes 3,000 shares of Restricted Stock.

3. Includes additional shares acquired in 401K Plan since prior filing.

4. Performance-based restricted stock units (PSUs) convert to shares of issuer common stock on a 1-to-1 basis.

5. 2020 PSUs vested on March 5, 2026, based on the level of achievement of applicable performance metrics.

6. One-third of the 2025 PSUs vested on March 5, 2026, based on the level of achievement of applicable performance metrics.

7. PSUs are eligible to vest in 2028.

8. PSUs are eligible to vest in 2027.

	/s/Marie Taylor Leibson	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FRST executive Marie Taylor Leibson report?

Marie Taylor Leibson reported exercising performance-based restricted stock units into common stock. On March 5, 2026, PSUs converted into 3,469 shares of Primis Financial Corp. common stock at a zero exercise price, reflecting vesting of performance-based equity awards.

How many Primis Financial (FRST) shares does Marie Taylor Leibson now hold directly?

After the reported transactions, Marie Taylor Leibson directly holds 63,347.88 shares of Primis Financial common stock. This figure reflects the conversion of vested performance-based restricted stock units into common shares on March 5, 2026, as disclosed in the Form 4 filing.

What equity awards vested for FRST executive Marie Taylor Leibson on March 5, 2026?

Performance-based restricted stock units from 2020 and one-third of 2025 awards vested for Marie Taylor Leibson on March 5, 2026. These PSUs converted into shares of Primis Financial common stock based on achievement of performance metrics, at a 1‑to‑1 conversion ratio.

How do Primis Financial (FRST) PSUs convert into common stock for this Form 4?

The performance-based restricted stock units convert into Primis Financial common stock on a 1‑to‑1 basis. When vesting conditions tied to performance metrics are met, each PSU delivers one share of common stock to the reporting executive, with no exercise price stated.

What other Primis Financial (FRST) holdings does Marie Taylor Leibson report?

Marie Taylor Leibson also reports indirect holdings in a 401(k) plan and shares in an IRA, plus restricted stock and employee stock options. The filing notes additional PSUs eligible to vest in 2027 and 2028, complementing the vested awards converted to common shares.

Did the FRST Form 4 show any stock sales by Marie Taylor Leibson?

The Form 4 shows exercises and conversions of performance-based restricted stock units into Primis Financial common shares, not open-market sales. The transactions use code M, indicating derivative security exercises rather than buy-or-sell trades in the market.