Primis Financial (FRST) EVP gains 3,469 shares through performance-based unit vesting

Rhea-AI Filing Summary

Primis Financial Corp. executive Cheryl Wood reported equity award activity rather than open‑market trading. On March 5, 2026, she acquired 3,469 shares of common stock through the exercise and conversion of performance-based restricted stock units that vest based on achievement of performance metrics. Footnotes indicate additional performance-based units remain eligible to vest in 2027 and 2028.

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^*

Wood Cheryl

(Last) (First) (Middle)

132 BEULAH LANE

(Street)

AYLETT VA 23009

(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 Admin 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	15,441(1)	D
Common Stock								48	I	Custodian for Son

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 Restricted Stock Units	(2)	03/05/2026		M			1,500	(3)	(3)	Common Stock	1,500	$0	0	D
Performance-Based Restricted Stock Units	(2)	03/05/2026		M			1,969	(4)	(4)	Common Stock	1,969	$0	8,531	D
Performance-Based Restricted Stock Units	(5)							(5)	(5)	Common Stock	10,000		18,531	D
Performance-Based Restricted Stock Units	(6)							(6)	(6)	Common Stock	7,000		25,531	D

Explanation of Responses:

1. Includes 3,000 shares of Restricted Stock.

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

3. 2020 PSUs vested on March 5, 2026, based on the level of achievement of applicable performance metrics.

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

5. PSUs are eligible to vest in 2028.

6. PSUs are eligible to vest in 2027.

	/s/Cheryl B. Wood	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Primis Financial (FRST) report for Cheryl Wood?

Primis Financial reported that EVP and Chief Admin Officer Cheryl Wood acquired 3,469 shares of common stock. The shares came from performance-based restricted stock units converting into stock, rather than from an open-market purchase or sale, and vest based on performance metrics.

Did Cheryl Wood buy or sell Primis Financial (FRST) shares on the market?

The filing shows no open-market buys or sells by Cheryl Wood. Instead, she received 3,469 common shares on March 5, 2026 through the exercise and conversion of performance-based restricted stock units awarded as part of her compensation.

What equity awards are involved in Cheryl Wood’s Primis Financial (FRST) Form 4?

The Form 4 involves performance-based restricted stock units that convert into Primis Financial common stock on a 1‑to‑1 basis. Some 2020 and 2025 performance-based units vested on March 5, 2026, while other awards remain eligible to vest in future years if performance conditions are met.

When did Cheryl Wood’s performance-based restricted stock units in Primis Financial (FRST) vest?

Certain performance-based restricted stock units vested on March 5, 2026. Footnotes state 2020 awards vested on that date based on performance, and one-third of 2025 performance-based units also vested then, reflecting achievement of the applicable performance metrics defined in the award terms.

Do Cheryl Wood’s Primis Financial (FRST) performance units have future vesting dates?

Yes. Footnotes indicate some performance-based restricted stock units are eligible to vest in 2027 and others in 2028. Vesting depends on the level of achievement of specified performance metrics, so actual future share delivery will depend on those performance outcomes.

How are Primis Financial (FRST) performance-based restricted stock units converted to shares?

The filing states that 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 satisfied, each vested unit delivers one share of common stock to the reporting person.