Welcome to our dedicated page for Primis Financial SEC filings (Ticker: FRST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Primis Financial Corp. filings document the regulatory record of a Virginia bank holding company whose common stock trades on Nasdaq under FRST. Its 8-K reports furnish quarterly results, earnings releases, investor presentations, stock repurchase authorizations, balance sheet and credit-related updates, and other material events tied to Primis Bank operations.
Proxy and governance filings cover board structure, stockholder voting matters, executive compensation, equity awards, pay-versus-performance disclosure, bylaws and articles amendments, and the company’s omnibus incentive plan. The filing record also identifies the registered common stock and formal disclosure controls used for bank holding company reporting.
Castle Creek Capital Partners VII, LP filed an amended Schedule 13D showing updated ownership in Primis Financial Corp.. The fund now holds 1,330,674 shares of common stock, representing 5.4% of the company’s outstanding shares based on 24,699,185 shares as of February 27, 2026.
Between February 5 and April 10, 2026, Castle Creek sold an aggregate 556,690 shares in open-market, broker-assisted transactions for net proceeds of $7,721,743.97, reducing but not exiting its position. Voting and disposition power over these shares is shared with Castle Creek Capital VII LLC, which disclaims beneficial ownership beyond its pecuniary interest.
Primis Financial Corp. is soliciting proxies for its 2026 annual meeting, where stockholders will elect ten directors, ratify the independent auditor and cast an advisory vote on executive compensation. Holders of 24,772,072 common shares as of March 27, 2026 may vote.
The board is fully declassified, with all directors standing for one-year terms, and the roles of Chair and CEO are separated. The proxy describes an active committee structure, strong attendance, and extensive risk and cybersecurity oversight. Executive pay blends salary, annual incentives and performance-based equity, with 2025 bonuses tied to net income, deposit and loan growth, and expense control.
Primis Financial Corp. reports on its 2025 performance and risk profile as a $4.0 billion-asset regional bank holding company for Primis Bank. As of December 31, 2025, it had $3.3 billion in loans held for investment, $3.4 billion in deposits and $423 million in stockholders’ equity.
The loan book is heavily real-estate focused, with $2.0 billion, or 61% of loans, secured by property and $1.2 billion, or 37%, in commercial real estate. Unsecured consumer loans total $183 million, including $90 million sourced and serviced by a third party, creating additional credit and counterparty risk.
Nonperforming assets rose sharply to $87 million, or 3% of total loans and other real estate owned, from $17 million a year earlier, reflecting asset quality pressure. Primis also highlights Panacea Financial’s $544 million in specialized healthcare loans, over $1 billion in annual mortgage originations through Primis Mortgage, more than $1 billion in warehouse lending commitments, and $1 billion of digital deposits, while noting regulatory, interest-rate and economic risks that could affect future results.
Primis Financial Corp. director John Fitzgerald Biagas reported an open-market purchase of 1,925 shares of common stock at $12.80 per share. Following this transaction, he directly owns 91,944 shares in total, including 10,233 shares held in his IRA.
Primis Financial Corp. director Deborah Diaz reported an open-market purchase of 1,050 shares of Common Stock at a price of $12.7693 per share. After this transaction, she directly owns 21,122 shares, indicating a modest increase in her personal stake in the company.
Primis Financial Corp. director John Fitzgerald Biagas bought 1,550 shares of Common Stock in an open-market purchase. The shares were acquired at a weighted average price of $12.7537 per share, with individual trades ranging from $12.72 to $12.7579.
Following this transaction, Biagas directly owns 90,019 shares, which includes 10,233 shares held in his IRA. The filing shows a net increase in his holdings, with no derivative securities reported.
Primis Financial Corp. EVP and Chief Credit Officer Marie Taylor Leibson exercised employee stock options into common shares. On the reported date, she exercised 5,500 stock options and received 5,500 shares of Primis common stock at $11.99 per share.
Following these transactions, she directly holds 68,847.88 shares of common stock. Footnotes state that her direct holdings include 10,061.40 shares in an IRA and 3,000 shares of restricted stock. She also holds performance-based restricted stock units that are eligible to vest in 2027 and 2028 based on performance and time-based conditions.
In addition, 9,761.9171 shares of common stock are held indirectly through a 401(k) plan for her benefit.
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.
Primis Financial Corp. executive Cheryl Wood reported equity award activity rather than open‑market trading. On March 5, 2026, she acquired 3,469 shares of common stock through the exercise and conversion of performance-based restricted stock units that vest based on achievement of performance metrics. Footnotes indicate additional performance-based units remain eligible to vest in 2027 and 2028.