As filed with the Securities and Exchange Commission
on August 13, 2025
File No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PRIMIS FINANCIAL
CORP.
(Exact name of registrant as specified in its
charter)
Virginia
(State or other jurisdiction
of incorporation or organization) |
20-1417448
(I.R.S Employer Identification
No.) |
| |
|
1676
International Drive, Suite 900
McLean, Virginia
(Address of Principal
Executive Offices) |
22102
(Zip Code) |
Primis Financial Corp. Omnibus Incentive Plan
(Full title of the plan)
Matthew Switzer
Executive Vice President and Chief Financial
Officer
Primis Financial Corp.
1676 International Drive, Suite 900
McLean, Virginia 22102
Tel: (703) 893-7400
(Name, address, and telephone number, including
area code, of agent for service)
With a copy of all communications to:
Mark C. Kanaly
Kerry T. Wenzel
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309
Tel: (404) 881-7000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ¨ |
Accelerated
filer x |
| Non-accelerated
filer ¨ |
Smaller
reporting company ¨
Emerging
growth company ¨ |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Primis Financial Corp. (the
“Company” or the “Registrant”) has filed this Registration Statement on Form S-8 (this “Registration
Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
to register for issuance under the Primis Financial Corp. Omnibus Incentive Plan (the “Plan”): (i) 600,000 shares of
the Company’s common stock, par value $0.01 per share (“Common Stock”); and (ii) such additional shares that may
become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant
Information and Employee Plan Annual Information.
(a) The
documents containing the information specified in Part I of Form S-8 will be delivered to participants in the Plan as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions
of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “SEC”)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II
of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
(b) Upon
written or oral request, we will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The documents are incorporated by reference in the Section 10(a) prospectus. We will also provide, without charge,
upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the
above-mentioned information should be directed to Matthew Switzer at the address and telephone number on the cover of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The SEC allows us to “incorporate
by reference” into this Registration Statement information we file with the SEC in other documents. This means that we can disclose
important information to you by referring to another document we have filed with the SEC. The information relating to us contained in
this Registration Statement should be read together with the information in the documents incorporated by reference.
We
incorporate by reference, as of their respective dates of filing, the documents listed below (excluding any portions of such documents
that have been “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)):
| · | our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 29, 2025; |
| · | our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2025 and June 30, 2025, filed with the SEC on May 14, 2025 and August 11, 2025, respectively; |
| · | our Current Reports on Form 8-K, filed with the SEC on January 28,
2025, April 9,
2025, April 14,
2025, April 29,
2025, June 27,
2025, July 7,
2025, and July 24,
2025 ; |
| · | the description of the Company’s common stock incorporated
herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,
filed on March 16, 2021; and |
| · | all documents subsequently filed by us with the SEC pursuant to
Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold. |
Any statement contained in
a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed
to be, incorporated herein by reference modifies or supersedes such statement. Any such information so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Article 10 of Chapter
9 of Title 13.1 of the Virginia Stock Corporation Act (“VSCA”) permits a Virginia corporation to indemnify any director or
officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or
officer furnishes the corporation a written undertaking to repay any funds advanced if he or she does not entirely prevail in the defense
of the proceeding and it is ultimately determined that he or she did not meet the required statutory standard of conduct for indemnification.
In addition, a corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination
has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer
conducted himself or herself in good faith and otherwise met the required statutory standard of conduct for indemnification. In a proceeding
by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or officer is
adjudged to be liable to the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined
that the director or officer has met the required statutory standard of conduct for indemnification. In any other proceeding, no indemnification
shall be made if the director or officer is adjudged liable on the basis that he or she improperly received a personal benefit. Corporations
are given the power to make any other or further indemnity, including advancement of expenses, to any director or officer that may be
authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event,
by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its
articles of incorporation, indemnification against the reasonable expenses incurred by a director or officer is mandatory when he or she
entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer.
The Company’s articles
of incorporation and bylaws contain provisions indemnifying to the full extent permitted by the VSCA its directors, officers, employees,
agents and former directors, officers, employees and agents, and any other persons serving at the request of the Company as a director,
officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise. The Company’s
bylaws permit the advancement of expenses to an indemnified person, provided that the person provides the written undertaking to repay
required under the VSCA and described above, as well as an affirmation that it is his or her good faith belief that he or she has met
the required statutory standard of conduct for indemnification. In addition, the Company’s articles of incorporation eliminate the
personal liability of its directors, officers and shareholders for monetary damages to the full extent permitted by the VSCA. The Company
also maintains an insurance policy insuring the Company and its directors and officers against certain liabilities.
The Federal Deposit Insurance
Act (the “FDI Act”) provides that the Federal Deposit Insurance Corporation may prohibit or limit, by regulation or order,
payments by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository
institution, or others who are or were “institution-affiliated parties,” as defined under the FDI Act, in order to pay or
reimburse such person for any liability or legal expense sustained with regard to any administrative or civil enforcement action which
results in a final order against the person. Federal Deposit Insurance Corporation regulations prohibit, subject to certain exceptions,
insured depository institutions, their subsidiaries and affiliated holding companies from indemnifying officers, directors or employees
from any civil money penalty or judgment resulting from an administrative or civil enforcement action commenced by any federal banking
agency, or for that portion of the costs sustained with regard to such an action that results in a final order or settlement that is adverse
to the director, officer or employee.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company
pursuant to the Company’s articles of incorporation or bylaws, or otherwise, the Company has been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
| Item 7. | Exemption From Registration Claimed. |
Not applicable.
| Exhibit Number |
Description |
| |
|
| 4.1 |
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on August 4, 2006 (Registration No. 333-136285)). |
| |
|
| 4.2 |
Certificate
of Amendment to the Articles of Incorporation dated January 31, 2005 (incorporated herein by reference to Exhibit 3.2 to the
Company’s Registration Statement on Form S-1 filed on August 4, 2006 (Registration No. 333-136285)). |
| |
|
| 4.3 |
Certificate
of Amendment to the Articles of Incorporation dated April 13, 2006 (incorporated herein by reference to Exhibit 3.3 to the
Company’s Registration Statement on Form S-1 filed on August 4, 2006 (Registration No. 333-136285)). |
| |
|
| 4.4 |
Articles of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 31, 2021). |
| |
|
| 4.5 |
Articles of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 7, 2025). |
| |
|
| 4.6 |
Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 7, 2025). |
| |
|
| 5.1* |
Opinion of Alston & Bird LLP. |
| |
|
| 23.1* |
Consent of Crowe LLP. |
| |
|
| 23.2* |
Consent of Forvis Mazars, LLP. |
| |
|
| 23.3* |
Consent of Alston & Bird LLP (included in Exhibit 5.1). |
| |
|
| 24.1* |
Power of Attorney (included on signature page). |
| |
|
| 99.1 |
Primis Financial Corp. Omnibus Incentive Plan. (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2025). |
| |
|
| 107* |
Calculation of Filing Fee Table |
* Filed herewith.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” in the effective Registration Statement; and |
| (ii) | To include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8, and information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of McLean, State of Virginia, on August 13, 2025.
| |
PRIMIS FINANCIAL CORP. |
| |
|
| |
By: |
/s/ Matthew A. Switzer |
| |
|
Name: |
Matthew A. Switzer |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the individuals whose signatures appear
below constitute and appoint Dennis J. Zember, Jr. and Matthew A. Switzer, and each of them, his or her true and lawful attorney-in-fact
and agent with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and several power of authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming that said attorney-in-fact and agent or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement and Power of Attorney have been signed by the following persons in the capacities indicated
on August 13, 2025.
| Signature |
|
Title |
| |
|
|
| /s/ Dennis
J. Zember, Jr. |
|
Director,
President and Chief Executive Officer |
| Dennis
J. Zember, Jr. |
|
(Principal
Executive Officer) |
| |
|
|
| /s/ Matthew
A. Switzer |
|
Executive
Vice President and Chief Financial Officer |
| Matthew
A. Switzer |
|
(Principal
Financial and Accounting Officer) |
| |
|
|
| /s/ John F.
Biagas |
|
Director |
| John F.
Biagas |
|
|
| |
|
|
| /s/ Robert Y. Clagett |
|
Director |
| Robert Y. Clagett |
|
|
| |
|
|
| /s/W. Rand Cook |
|
Director |
| W. Rand
Cook |
|
|
| |
|
|
| /s/ Deborah
B. Diaz |
|
Director |
| Deborah
B. Diaz |
|
|
| |
|
|
| /s/ John M. Eggemeyer |
|
Director |
| John M. Eggemeyer |
|
|
| |
|
|
| /s/ F.L. Garrett, III |
|
Director |
| F.L. Garrett, III |
|
|
| |
|
|
| /s/
Eric A.
Johnson |
|
Director |
| Eric A.
Johnson |
|
|
| |
|
|
| /s/ Dr. Allen R. Jones Jr. |
|
Director |
| Dr. Allen R. Jones Jr. |
|
|
| |
|
|
| /s/ Charles
A. Kabbash |
|
Director |
| Charles
A. Kabbash |
|
|
