Primis Financial (FRST) CFO Matthew Switzer purchases 2,500 shares at $14.06

Rhea-AI Filing Summary

Primis Financial Corp. executive Matthew A. Switzer, EVP and CFO, purchased additional company stock. On February 3, 2026, he bought 2,500 shares of Primis Financial Corp. common stock at $14.06 per share, increasing his beneficial ownership to 96,226 common shares, held through a mix of individual, IRA, joint, trust, and restricted stock holdings.

He also beneficially owns performance-based restricted stock units that can settle in Primis common stock, with an aggregate of 32,750 derivative securities shown as beneficially owned in several awards scheduled with vesting and expiration dates on March 15, 2026, 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^*

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)
02/03/2026

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	02/03/2026		P		2,500(1)	A	$14.06	96,226(2)(3)(4)(5)(6)	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	(7)							03/15/2028	03/15/2028	Common Stock	10,500		10,500	D
Performance-Based Restricted Stock Units	(7)							03/15/2028	03/15/2028	Common Stock	10,000		20,500	D
Performance-Based Restricted Stock Units	(7)							03/15/2027	03/15/2027	Common Stock	9,000		29,500	D
Performance-Based Restricted Stock Units	(7)							03/15/2026	03/15/2026	Common Stock	3,250		32,750	D

Explanation of Responses:

1. Shares held in an IRA for Mr. Switzer's benefit.

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

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

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

5. Includes 16,976 shares held individually.

6. Includes 6,750 shares of restricted stock.

7. Market value at date of vesting.

	/s/Matthew A. Switzer	02/04/2026
	** 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 FRST EVP, CFO Matthew Switzer report on this Form 4?

Matthew A. Switzer reported buying 2,500 shares of Primis Financial Corp. common stock. The purchase occurred on February 3, 2026 at a price of $14.06 per share, increasing his directly reported common stock holdings to 96,226 shares after the transaction.

At what price did Primis Financial (FRST) insider Matthew Switzer buy shares?

He bought the shares at $14.06 per share. The Form 4 shows a single open-market purchase of 2,500 shares of Primis Financial Corp. common stock on February 3, 2026, recorded under transaction code “P” for a purchase transaction.

How many Primis Financial (FRST) common shares does Matthew Switzer own after this transaction?

After the reported purchase, he beneficially owns 96,226 shares of common stock. This total includes shares held jointly with his spouse, in an IRA, in an irrevocable trust, individually, and 6,750 shares of restricted stock, as detailed in the footnotes.

How are Matthew Switzer’s Primis Financial (FRST) shares held according to the Form 4 footnotes?

His beneficial holdings include shares in an IRA, 40,000 shares held jointly with his spouse, 10,000 in an irrevocable trust, additional IRA shares, 16,976 shares held individually, and 6,750 restricted shares, all contributing to the 96,226 common shares reported.

What performance-based restricted stock units does the FRST CFO hold?

He holds several performance-based restricted stock unit awards tied to Primis common stock. The table shows derivative holdings totaling 32,750 units, with separate tranches linked to 10,500, 10,000, 9,000, and 3,250 shares, each with vesting and expiration dates on March 15 in 2026, 2027, and 2028.

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

The filing reports a purchase transaction. The Form 4 lists a transaction code “P,” indicating that EVP, CFO Matthew A. Switzer bought 2,500 shares of Primis Financial Corp. common stock at $14.06 per share on February 3, 2026.