[SCHEDULE 13D/A] Primis Financial Corp. SEC Filing

Rhea-AI Filing Summary

Patriot Financial Partners III disclosed a 4.94% shared beneficial ownership stake in Primis Financial Corp. (Common Stock). The filing identifies Patriot Fund III and affiliated GP entities, and two individuals, W. Kirk Wycoff and James F. Deutsch, as members of the Patriot Financial Group that collectively hold 1,217,531 shares based on 24,643,185 shares outstanding as of June 30, 2025. The group reports using working capital to acquire the shares for investment purposes and states no current plans for control transactions. Recent activity shows purchases in August 2025 and two sales of 50,000 shares each on September 22 and 23, 2025. A joint filing agreement is included as an exhibit.

Positive

• Transparent disclosure of ownership structure across fund, GP entities and individuals
• Clear statement that shares were acquired for investment purposes and funded with working capital
• Detailed transaction history showing purchases in August 2025 and sales on September 22 and September 23, 2025

Negative

• Position is modest at 4.94% of the outstanding common stock, below a 5% threshold often associated with larger activist influence
• Shared voting power only — reporting persons state no sole voting or dispositive authority, indicating no direct control

Insights

Financial Analyst

TL;DR: A private equity fund disclosed a modest 4.94% stake, acquired for investment with some short-term trading activity.

Patriot Fund III and its affiliated GP entities report shared voting and dispositive power over 1,217,531 shares, representing 4.94% of Primis Financial Corp.'s outstanding common stock. The position is described as held for investment, funded with working capital. The filing documents recent incremental purchases in August and two 50,000-share sales in September 2025, indicating active position management rather than a passive buy-and-hold accumulation. Given the sub-5% stake, this disclosure signals interest but not control ambitions based on the information provided.

Corporate Governance Expert

TL;DR: Disclosure is comprehensive and compliant; the group retains shared voting power but no sole control.

The Schedule 13D/A clearly identifies the reporting persons, their relationships, and the source of funds. All members report shared voting and dispositive power with no sole voting or dispositive authority, and they state no plans for transactions that would effect control. The inclusion of a joint filing agreement supports coordinated reporting. From a governance perspective, this level of ownership warrants monitoring but does not by itself create board control or governance change risk based on the filed statements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PRIMIS FINANCIAL CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74167B109

(CUSIP Number)

James Murphy
Four Radnor Corporate Center, 100 Matsonford Road Suite 210
Radnor, PA, 19087
(215) 399-4650

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

09/23/2025

(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).

SCHEDULE 13D

CUSIP No. 74167B109

1

Name of reporting person

Patriot Financial Partners III, L.P.

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 1,217,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,217,531.00

11

Aggregate amount beneficially owned by each reporting person

1,217,531.00

12

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

13

Percent of class represented by amount in Row (11)

4.94 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

This calculation is based on 24,643,185 shares of Common Stock of the Issuer outstanding as of June 30, 2025, as reported in the Issuer's Form 10-Q filed on June 30, 2025.

SCHEDULE 13D

CUSIP No. 74167B109

1

Name of reporting person

Patriot Financial Partners GP III, L.P.

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

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 1,217,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,217,531.00

11

Aggregate amount beneficially owned by each reporting person

1,217,531.00

12

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

13

Percent of class represented by amount in Row (11)

4.94 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

This calculation is based on 24,643,185 shares of Common Stock of the Issuer outstanding as of June 30, 2025, as reported in the Issuer's Form 10-Q filed on June 30, 2025

SCHEDULE 13D

CUSIP No. 74167B109

1

Name of reporting person

Patriot Financial Partners GP III, 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

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 1,217,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,217,531.00

11

Aggregate amount beneficially owned by each reporting person

1,217,531.00

12

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

13

Percent of class represented by amount in Row (11)

4.94 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This calculation is based on 24,643,185 shares of Common Stock of the Issuer outstanding as of June 30, 2025, as reported in the Issuer's Form 10-Q filed on June 30, 2025

SCHEDULE 13D

CUSIP No. 74167B109

1

Name of reporting person

W. Kirk Wycoff

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

5

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

6

Citizenship or place of organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,217,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,217,531.00

11

Aggregate amount beneficially owned by each reporting person

1,217,531.00

12

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

13

Percent of class represented by amount in Row (11)

4.94 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This calculation is based on 24,643,185 shares of Common Stock of the Issuer outstanding as of June 30, 2025, as reported in the Issuer's Form 10-Q filed on June 30, 2025

SCHEDULE 13D

CUSIP No. 74167B109

1

Name of reporting person

James F. Deutsch

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

5

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

6

Citizenship or place of organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,217,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,217,531.00

11

Aggregate amount beneficially owned by each reporting person

1,217,531.00

12

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

13

Percent of class represented by amount in Row (11)

4.94 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This calculation is based on 24,643,185 shares of Common Stock of the Issuer outstanding as of June 30, 2025, as reported in the Issuer's Form 10-Q filed on June 30, 2025

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 2.	Identity and Background
(a)	The following are members of the Patriot Financial Group: i) Patriot Financial Partners III, L.P. a Delaware limited partnership ("Patriot Fund III"); ii) Patriot Financial Partners III GP, L.P., a Delaware limited partnership and the general partner of Patriot Fund III ("Patriot III GP"); iii) Patriot Financial Partners III GP, LLC, a Delaware limited liability company and general partner of Patriot III GP ("Patriot III LLC"); and iv) W. Kirk Wycoff and James F. Deutsch, each of whom serve as general partners of Patriot Fund III and Patriot III GP, are members of Patriot III LLC, are members of the investment committee of Patriot Fund III.
(b)	The business address of each member of the Patriot Financial Group is c/o Patriot Financial Partners IIII, L.P., 100 Matsonford Road, Suite 210, Radnor, Pennsylvania 19087.
(c)	Patriot Fund III is a private equity fund focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot III GP is to serve as the general partner of and to manage Fund III Funds. The principal business of Patriot III LLC is to serve as the general partner of and to manage Patriot GP III. The principal employment of Messrs. Wycoff and Deutsch is investment management with Patriot Fund III, Patriot III GP and Patriot III LLC, as well as other "Patriot Financial Partners" entities and funds.
(d)	During the last five years, no member of the Patriot Financial Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, no member of the Patriot Financial Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each natural person who is a member of the Patriot Financial Group is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Patriot Fund III used working capital to fund the purchase of shares of Common Stock of the Company.
Item 4.	Purpose of Transaction
	Patriot Fund III acquired shares of the Company (the "Acquired Shares") for investment purposes. Except as otherwise described herein or in Item 6 below, no member of the Patriot Financial Group has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the limitations imposed by applicable federal and state securities laws, Patriot Financial Group may dispose of the Acquired Shares from time to time, subject to market conditions and other investment considerations, and may cause the Acquired Shares to be distributed in kind to investors. To the extent permitted by applicable bank regulatory limitations, each member of the Patriot Financial Group may directly or indirectly acquire additional shares of Common Stock or associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock, applicable legal restrictions, prevailing market conditions, liquidity requirements of such member of the Patriot Financial Group and/or investment considerations.
Item 5.	Interest in Securities of the Issuer
(a)	Entity : Patriot Fund III Amount Beneficially Owned : 1,217,531 Percent of Class : 4.94% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,217,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,217,531 Entity : Patriot III GP Amount Beneficially Owned : 1,217,531 Percent of Class : 4.94% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,217,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,217,531 Entity : Patriot III LLC Amount Beneficially Owned : 1,217,531 Percent of Class : 4.94% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,217,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,217,531 Entity : W. Kirk Wycoff Amount Beneficially Owned : 1,217,531 Percent of Class : 4.94% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,217,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,217,531 Entity : James F. Deutsch Amount Beneficially Owned : 1,217,531 Percent of Class : 4.94% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,217,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,217,531
(b)	See (a) immediately above.
(c)	No members of the Patriot Financial Group had any transactions in the voting Common Stock (or securities convertible into Common Stock) during the past 60 days, except that Patriot Fund III purchased and sold shares of the Common Stock as described below. Acquisition Date Shares Purchased August 7, 2025 1,474 August 8, 2025 2,848 August 12, 2025 95,678 Sale Date Shares Sold September 22, 2025 50,000 September 23, 2025 50,000
(d)	Other than the Patriot Financial Group, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement, dated as of September 25, 2025, by and among Patriot Financial Partners III, L.P., Patriot Financial Partners GP III, L.P., Patriot Financial Partners GP III, LLC, W. Kirk Wycoff and James F. Deutsch.

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.

Patriot Financial Partners III, L.P.

Signature:	/s/W. Kirk Wycoff
Name/Title:	Member of Patriot Financial Partners GP III, LLC, the general partner of Patriot Financial Partners GP III, L.P., the general partner of Patriot Finan
Date:	09/25/2025

Patriot Financial Partners GP III, L.P.

Signature:	/s/W. Kirk Wycoff
Name/Title:	Member of Patriot Financial Partners GP III, LLC., the general partner of Patriot Financial Partners GP III, L.P.
Date:	09/25/2025

Patriot Financial Partners GP III, LLC

Signature:	/s/W. Kirk Wycoff
Name/Title:	Member
Date:	09/25/2025

W. Kirk Wycoff

Signature:	/s/W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff
Date:	09/25/2025

James F. Deutsch

Signature:	/s/James F. Deutsch
Name/Title:	James F. Deutsch
Date:	09/25/2025

FAQ

What stake in Primis Financial Corp. (FRST) does Patriot Financial Partners III report?

The filing reports a beneficial ownership of 1,217,531 shares, representing 4.94% of common stock based on 24,643,185 shares outstanding as of June 30, 2025.

Did Patriot Fund III use external financing to buy these FRST shares?

No. The filing states Patriot Fund III used working capital to fund the purchases.

Does the Patriot Financial Group claim control of FRST?

No. The filing shows 0 sole voting power and shared voting power of 1,217,531 shares, and states no plans that would result in control transactions.

What recent transactions in FRST does the filing disclose?

The filing lists purchases on August 7, 8 and 12, 2025 (totaling 100,000+ shares) and sales of 50,000 shares on both September 22 and September 23, 2025.

Who are the individuals named in the Schedule 13D/A?

The filing names W. Kirk Wycoff and James F. Deutsch as members of the Patriot Financial Group and as general partners of the fund and GP entities.