Primis Financial (FRST) CFO boosts holdings to 101,445 shares after PSU vesting

Rhea-AI Filing Summary

Primis Financial Corp. EVP and CFO Matthew Alan Switzer exercised performance-based restricted stock units that converted into 5,219 shares of common stock on a derivative basis at a stated price of $0.00 per share. His directly held common stock increased to 101,445 shares, which include 40,000 shares held jointly with his spouse, 10,000 in an irrevocable trust, 22,500 in an IRA, 25,945 held individually, and 3,000 shares of restricted stock. The filing notes that performance-based restricted stock units convert into common stock on a 1‑to‑1 basis, with 2020 PSUs vesting on March 5, 2026, one‑third of 2025 PSUs vesting the same day, and additional PSUs eligible to vest in 2027 and 2028.

Insider Trade Summary

5,219 shares exercised/converted

Mixed 5 txns

Insider Switzer Matthew Alan

Role EVP, CFO

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units	3,250	$0.00	--
Exercise	Performance-Based Restricted Stok Units	1,969	$0.00	--
Exercise	Common Stock	5,219	$0.00	--
holding	Performance-Based Restricted Stock Units	--	--	--
holding	Performance-Based Restricted Stock Units	--	--	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 shares (Direct); Performance-Based Restricted Stok Units — 8,531 shares (Direct); Common Stock — 101,445 shares (Direct)

Footnotes (1)

1. Includes 40,000 shares held jointly with spouse. Includes 10,000 shares held in an irrevocable trust. Includes 22,500 shares held in an IRA for Mr. Switzer's benefit. Includes 25,945 shares held individually. Includes 3,000 shares of Restricted Stock. Performance-based restricted stock units (PSUs) convert to shares of issuer common stock on a 1-to-1 basis. 2020 PSUs vested on March 5, 2026, based on the level of achievement of applicable performance metrics. One-third of the 2025 PSUs vested on March 5, 2026, based on the level of achievement of applicable performance metrics. PSUs are eligible to vest in 2028. PSUs are eligible to vest in 2027.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Switzer Matthew Alan

(Last) (First) (Middle)

3019 HEDGEWAY PLACE

(Street)

MIDLOTHIAN VA 23113

(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, CFO

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		5,219	A	$0	101,445(1)(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
Performance-Based Restricted Stock Units	(6)	03/05/2026		M			3,250	(7)	(7)	Common Stock	3,250	$0	0	D
Performance-Based Restricted Stok Units	(6)	03/05/2026		M			1,969	(8)	(8)	Common Stock	1,969	$0	8,531	D
Performance-Based Restricted Stock Units	(9)							(9)	(9)	Common Stock	10,000		18,531	D
Performance-Based Restricted Stock Units	(10)							(10)	(10)	Common Stock	9,000		27,531	D

Explanation of Responses:

1. Includes 40,000 shares held jointly with spouse.

2. Includes 10,000 shares held in an irrevocable trust.

3. Includes 22,500 shares held in an IRA for Mr. Switzer's benefit.

4. Includes 25,945 shares held individually.

5. Includes 3,000 shares of Restricted Stock.

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

7. 2020 PSUs vested on March 5, 2026, based on the level of achievement of applicable performance metrics.

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

9. PSUs are eligible to vest in 2028.

10. PSUs are eligible to vest in 2027.

	/s/Matthew A. Switzer	03/06/2026
	** 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 did Primis Financial (FRST) CFO Matthew Switzer report in this Form 4?

Primis Financial CFO Matthew Switzer reported exercises of performance-based restricted stock units that converted into common stock. These derivative exercises increased his directly held common shares and updated his holdings in various accounts and restricted stock awards.

How many Primis Financial shares does Matthew Switzer own after these transactions?

After the reported transactions, Matthew Switzer holds 101,445 shares of Primis Financial common stock. This total includes jointly held shares with his spouse, an irrevocable trust, an IRA, individually held shares, and 3,000 shares of restricted stock.

What type of equity awards did the Primis Financial CFO exercise?

The Primis Financial CFO exercised performance-based restricted stock units. These awards, called PSUs, convert into shares of issuer common stock on a 1‑to‑1 basis when performance conditions and vesting requirements are satisfied, as reflected in the March 5, 2026 events.

Were any Primis Financial (FRST) shares sold in this Form 4 filing?

The Form 4 shows exercises or conversions of derivative securities into common stock, but no sales are listed. All coded transactions use “M” for derivative exercises, and the transaction summary reports no sell transactions or net buy‑sell share changes.

When did Matthew Switzer’s Primis Financial PSUs vest according to this filing?

The filing states that 2020 performance-based restricted stock units vested on March 5, 2026, based on performance metrics. It also notes that one‑third of 2025 PSUs vested on March 5, 2026, with additional PSUs eligible to vest in 2027 and 2028.

How do Primis Financial performance-based restricted stock units convert to shares?

Primis Financial performance-based restricted stock units convert into common stock on a 1‑to‑1 basis. Once applicable performance metrics are met and vesting dates occur, each PSU becomes one share of issuer common stock for the award holder.