Primis Financial (FRST) CEO converts performance stock units into 50,964 common shares

Rhea-AI Filing Summary

Primis Financial Corp. President and CEO Dennis J. Zember Jr. reported equity award activity involving performance-based restricted stock units (PSUs) and common stock. On March 5, 2026, he exercised or converted PSUs into 50,964 shares of common stock at a stated price of $0.00 per share, bringing his directly held common stock to 270,981 shares.

The filing also shows PSU movements, including 42,105 PSUs and 8,859 PSUs tied to the derivative exercises and updated PSU holdings. Footnotes explain that PSUs convert into common stock on a 1-to-1 basis, that 2020 PSUs vested on March 5, 2026 based on performance, that one-third of 2025 PSUs vested on the same date, and that other PSU awards 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^*

Zember Dennis J JR

(Last) (First) (Middle)

1230 MAPLETON RD

(Street)

JACKSONVILLE FL 32207

(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
X	Officer (give title below)		Other (specify below)
	President/CEO

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		50,964	A	$0	270,981(1)	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
Performance-Based Restricted Stock Units	(2)	03/05/2026		M			42,105	(3)	(3)	Common Stock	42,105	$0	0	D
Performance-Based Restricted Stock Units	(2)	03/05/2026		M			8,859	(4)	(4)	Common Stock	8,859	$0	38,391	D
Performance-Based Restricted Stock Units	(5)							(5)	(5)	Common Stock	45,000		83,391	D
Performance-Based Restricted Stock Units	(6)							(6)	(6)	Common Stock	42,105		125,496	D

Explanation of Responses:

1. Includes 13,500 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/Dennis J. Zember, Jr.	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 Primis Financial Corp. (FRST) disclose for its CEO?

Primis Financial Corp. disclosed that President and CEO Dennis J. Zember Jr. exercised performance-based restricted stock units into 50,964 shares of common stock on March 5, 2026. These derivative exercises were reported at a stated price of $0.00 per share and increased his directly held common stock.

How many Primis Financial (FRST) shares does the CEO hold after this Form 4?

After the reported transactions, Dennis J. Zember Jr. directly holds 270,981 shares of Primis Financial common stock. The filing also notes that this amount includes 13,500 shares of restricted stock, reflecting a mix of fully vested shares and continuing equity-based compensation awards.

What are performance-based restricted stock units (PSUs) in the Primis Financial (FRST) Form 4?

In this Form 4, performance-based restricted stock units convert into Primis Financial common stock on a 1-to-1 basis. Their vesting depends on achieving specified performance metrics, making them a form of incentive compensation that aligns the executive’s equity awards with measurable company performance outcomes.

Which Primis Financial (FRST) PSU awards vested on March 5, 2026?

The filing states that 2020 PSUs vested on March 5, 2026 based on performance, and that one-third of the 2025 PSUs also vested on that date. These vesting events are tied to the achievement of applicable performance metrics outlined in the PSU award terms.

When are remaining Primis Financial (FRST) PSUs eligible to vest for the CEO?

Some of Dennis J. Zember Jr.’s remaining performance-based restricted stock units are eligible to vest in 2027, while others are eligible to vest in 2028. Actual vesting will depend on the level of achievement of the applicable performance metrics specified for each PSU grant.

Did the Primis Financial (FRST) CEO buy or sell shares on the open market?

The Form 4 does not show open-market buys or sells. Instead, it reports exercise or conversion of derivative securities, where performance-based restricted stock units were converted into common shares under equity award terms, with a stated transaction price of $0.00 per share.