Primis Financial (FRST) director buys 1,770 shares in open-market trade

Rhea-AI Filing Summary

Primis Financial Corp. director William Rand Cook reported buying additional company stock. On February 10, 2026, he purchased 1,770 shares of Primis common stock at $14.17 per share.

After this transaction, Cook beneficially owns a total of 46,202.765 shares, including shares held jointly with his spouse, in an IRA for his benefit, and individually.

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

OMB APPROVAL

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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^*

COOK WILLIAM RAND

(Last) (First) (Middle)

4459 CROWN HILL ROAD

(Street)

MECHANICSVILLE VA 23111

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		P		1,770(1)	A	$14.17	46,202.765(2)(3)(4)	D

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

Explanation of Responses:

1. Shares purchased in the reporting persons joint account.

2. Includes 31,165.036724 shares held jointly with spouse.

3. Includes 10,797 shares held in an IRA for Mr. Cook's benefit.

4. Includes 4,240.728297 shares held individually.

	/s/W. Rand Cook	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Primis Financial (FRST) disclose for William Rand Cook?

Primis Financial reported that director William Rand Cook bought 1,770 shares of common stock. The purchase occurred on February 10, 2026, and was reported on a Form 4 insider trading filing with the SEC.

At what price did William Rand Cook buy Primis Financial (FRST) shares?

William Rand Cook purchased 1,770 Primis Financial shares at $14.17 per share. This transaction increased his beneficial ownership and reflects the price paid in the open market as disclosed in the Form 4 filing.

How many Primis Financial (FRST) shares does William Rand Cook now beneficially own?

Following the reported purchase, William Rand Cook beneficially owns 46,202.765 Primis Financial shares. This total includes shares held jointly with his spouse, in an IRA for his benefit, and shares held individually, as detailed in the filing footnotes.

How are William Rand Cook’s Primis Financial (FRST) shares held?

Cook’s Primis Financial holdings are spread across several accounts. They include shares in a joint account with his spouse, an IRA for his benefit, and shares held individually, all counted toward his reported beneficial ownership.

Is the Primis Financial (FRST) Form 4 transaction a purchase or a sale?

The Form 4 for Primis Financial shows a purchase transaction. Director William Rand Cook acquired 1,770 shares of common stock, coded as transaction type “P”, which indicates an open-market or private purchase of securities.

What is the significance of a Form 4 filing for Primis Financial (FRST)?

A Form 4 reports insider trades by officers, directors, or large shareholders. For Primis Financial, it discloses that director William Rand Cook increased his stake, providing transparency into insider ownership changes for public investors.