Castle Creek reduces Primis Financial Corp. (FRST) position with 556,690-share sale

Rhea-AI Filing Summary

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.

Key Figures

Shares currently owned: 1,330,674 shares Ownership percentage: 5.4% Shares outstanding: 24,699,185 shares +4 more

7 metrics

Shares currently owned 1,330,674 shares Fund VII beneficial ownership of Primis Financial common stock

Ownership percentage 5.4% Portion of Primis Financial common stock class held by Fund VII

Shares outstanding 24,699,185 shares Primis Financial common stock outstanding as of February 27, 2026

Shares sold 556,690 shares Aggregate Primis Financial shares sold between February 5 and April 10, 2026

Sale proceeds $7,721,743.97 Net proceeds from Fund VII’s aggregate share sales, after commissions and fees

Example sale price $14.19/share Weighted average price on February 5, 2026 for 28,401 shares sold

Example sale price $13.09/share Weighted average price on March 30, 2026 for 75,000 shares sold

Key Terms

Schedule 13D, beneficially owned, open-market, broker-assisted transactions, shared voting power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 5 to (this "Amendment No. 5") amends and supplements the filed on June 27, 2017"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Fund VII owns 1,330,674 shares of the Common Stock, which represents approximately 5.4%* of the Common Stock."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

open-market, broker-assisted transactions financial

"shares of Common Stock for proceeds of $7,721,743.97 ... in various open-market, broker-assisted transactions."

shared voting power financial

"Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

disclaims beneficial ownership regulatory

"CCC VII disclaims beneficial ownership of the Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein."

pecuniary interest financial

"CCC VII disclaims beneficial ownership ... except to the extent of its pecuniary interest therein."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Primis Financial Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74167B109

(CUSIP Number)

Deborah Sykes
11682 El Camino Real, Suite 320,
San Diego, CA, 92130
858-756-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74167B109

1

Name of reporting person

Castle Creek Capital Partners VII, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,330,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,330,674.00

11

Aggregate amount beneficially owned by each reporting person

1,330,674.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

SCHEDULE 13D

CUSIP Number(s): 74167B109

1

Name of reporting person

Castle Creek Capital VII LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,330,674.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,330,674.00

11

Aggregate amount beneficially owned by each reporting person

1,330,674.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Primis Financial Corp.
(c)	Address of Issuer's Principal Executive Offices: 1676 International Drive, Suite 900, McLean, VIRGINIA , 22102.
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.	Source and Amount of Funds or Other Consideration
	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.
Item 5.	Interest in Securities of the Issuer
(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.
(b)	Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,330,674 shares of Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein.
(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).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Castle Creek Capital Partners VII, LP

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	04/13/2026

Castle Creek Capital VII LLC

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	04/13/2026

FAQ

What stake does Castle Creek now hold in Primis Financial Corp. (FRST)?

Castle Creek Capital Partners VII, LP now beneficially owns 1,330,674 shares of Primis Financial common stock, representing approximately 5.4% of the company. This percentage is based on 24,699,185 shares outstanding as of February 27, 2026, per Primis Financial’s Form 10-K.

How many Primis Financial (FRST) shares did Castle Creek sell in early 2026?

Castle Creek Capital Partners VII, LP sold an aggregate 556,690 Primis Financial common shares between February 5 and April 10, 2026. These were executed as various open-market, broker-assisted transactions across multiple trading days at different prices around the low-to-mid teens per share.

What proceeds did Castle Creek receive from selling Primis Financial (FRST) shares?

Castle Creek’s sales of Primis Financial common stock generated total net proceeds of $7,721,743.97. This amount reflects proceeds after commissions and fees from multiple open-market, broker-assisted transactions completed between February 5 and April 10, 2026, as detailed in the ownership disclosure.

Who shares voting and dispositive power over Castle Creek’s Primis Financial (FRST) stake?

Fund VII shares voting and dispositive power over 1,330,674 Primis Financial shares with Castle Creek Capital VII LLC. Castle Creek Capital VII LLC is the general partner of Fund VII and disclaims beneficial ownership of the common stock except to the extent of its pecuniary interest in those securities.

Over what period did Castle Creek’s Primis Financial (FRST) stock sales occur?

The disclosed sales occurred between February 5, 2026 and April 10, 2026. During this period, Fund VII executed multiple open-market, broker-assisted transactions in Primis Financial common shares, including several trading days in February, late March, and early April, each with specified share counts and prices.

What were some key trade prices for Castle Creek’s Primis Financial (FRST) sales?

Disclosed trades include weighted average prices such as $14.19 on February 5, 2026, $14.18 on February 9, 2026, $13.09 on March 30, 2026, and $13.87 on April 10, 2026. Individual trades on those days occurred within narrow price ranges around each reported weighted average.