Director W. Rand Cook adds Primis (FRST) stake with IRA share buy

Rhea-AI Filing Summary

Primis Financial Corp. director W. Rand Cook reported buying 1,410 shares of Primis common stock on February 5, 2026, at a price of $14.2648 per share in his IRA.

After this purchase, Cook beneficially owns a total of 44,432.765 shares, including 29,395.036724 shares held jointly with his spouse, 10,797 shares in an IRA for his benefit, 4,240.728297 shares held individually, and additional dividend reinvestment shares acquired in 2025.

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

OMB Number:			3235-0287
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hours per response:			0.5

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)
02/05/2026

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	02/05/2026		P		1,410(1)	A	$14.2648	44,432.765(2)(3)(4)(5)	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 person's IRA.

2. Includes 29,395.036724 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.

5. Total includes additional Dividend Reinvestment Shares acquired in 2025.

	/s/W. Rand Cook	02/06/2026
	** 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) report for W. Rand Cook?

Primis Financial reported that director W. Rand Cook bought 1,410 shares of common stock on February 5, 2026, at $14.2648 per share. The shares were purchased through his IRA and increase his overall reported beneficial ownership in the company.

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

After the latest transaction, W. Rand Cook is reported as beneficially owning 44,432.765 Primis Financial common shares. This total combines shares held jointly with his spouse, in IRAs for his benefit, individually, and additional dividend reinvestment shares accumulated during 2025.

Where were the newly purchased Primis Financial (FRST) shares held for W. Rand Cook?

The 1,410 Primis Financial shares were purchased in W. Rand Cook’s IRA. Footnotes further clarify that his total holdings also include another IRA, jointly held shares with his spouse, individually held shares, and extra shares from dividend reinvestment in 2025.

What was the price per share in W. Rand Cook’s February 2026 FRST purchase?

W. Rand Cook bought the 1,410 Primis Financial common shares at $14.2648 per share on February 5, 2026. This reported price helps investors understand the level at which a company director was willing to add to his IRA-held position.

What types of accounts hold W. Rand Cook’s Primis Financial (FRST) shares?

W. Rand Cook’s Primis holdings span several account types: shares in his IRA, shares in another IRA for his benefit, shares held jointly with his spouse, shares held individually, and additional dividend reinvestment shares added during 2025, all counted in his reported beneficial ownership.