Item 1 Comment:
This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D filed on June 27, 2017 (as previously amended by Amendment No, 1, filed on November 11, 2020, Amendment No 2, filed on November 19, 2020, Amendment No. 3, filed on December 18, 2020, and Amendment No. 4, filed on February 23, 2021, the "Schedule 13D") with the U.S. Securities and Exchange Commission (the "SEC"), relating to the shares of common stock, par value $0.01 per share ("Common Stock"), of Primis Financial Corp. (the "Issuer" or the "Company"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 5 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D. |
| | Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
Between February 5, 2026 and April 10, 2026 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 556,690 shares of Common Stock for proceeds of $7,721,743.97, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 1,330,674 shares of Common Stock. |
| (a) | Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows:
Fund VII owns 1,330,674 shares of the Common Stock, which represents approximately 5.4%* of the Common Stock.
*This calculation is based on 24,699,185 shares of Common Stock of the Company outstanding as of February 27, 2026, as reported in the Company's annual report on Form 10-K filed with the SEC on March 16, 2026. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D:
(i) 28,401 shares of Common Stock sold on February 5, 2026 at a weighted average price of $14.19 per share (in multiple open market, broker-assisted transactions ranging from $14.15 to $14.46 per share, inclusive); (ii) 59,086 shares of Common Stock sold on February 9, 2026 at a weighted average price of $14.18 per share (in multiple open market, broker-assisted transactions ranging from $14.10 to $14.27 per share, inclusive); (iii) 3,134 shares of Common Stock sold on February 10, 2026 at a weighted average price of $14.21 per share (in multiple open market, broker-assisted transactions ranging from $14.20 to $14.245 per share, inclusive); (iv) 24,881 shares of Common Stock sold on February 11, 2026 at a weighted average price of $14.10 per share (in multiple open market, broker-assisted transactions ranging from $14.05 to $14.345 per share, inclusive); (v) 7,348 shares of Common Stock sold on February 12, 2026 at a weighted average price of $14.08 per share (in multiple open market, broker-assisted transactions ranging from $14.05 to $14.26 per share, inclusive); (vi) 2,433 shares of Common Stock sold on February 13, 2026 at a price of $14.05 per share; (vii) 28,118 shares of Common Stock sold on February 18, 2026 at a weighted average price of $14.06 per share (in multiple open market, broker-assisted transactions ranging from $14.05 to $14.15 per share, inclusive); (viii) 75,000 shares of Common Stock sold on March 30, 2026 at a weighted average price of $13.09 per share (in multiple open market, broker-assisted transactions ranging from $13.05 to $13.15 per share, inclusive); (ix) 18,000 shares of Common Stock sold on March 31, 2026 at a weighted average price of $13.22 per share (in multiple open market, broker-assisted transactions ranging from $13.15 to $13.30 per share, inclusive); (x) 589 shares of Common Stock sold on April 1, 2026 at a price of $13.40 per share; (xi) 243,700 shares of Common Stock sold on April 9, 2026 at a weighted average price of $14.06 per share (in multiple open market, broker-assisted transactions ranging from $14.00 to $14.11 per share, inclusive); and (xii) 66,000 shares of Common Stock sold on April 10, 2026 at a weighted average price of $13.87 per share (in multiple open market, broker-assisted transactions ranging from $13.85 to $13.95 per share, inclusive). |
