[SCHEDULE 13D] Primis Financial Corp. SEC Filing

Rhea-AI Filing Summary

Patriot Financial Group disclosed ownership of 1,317,531 shares of PRIMIS FINANCIAL CORP. (ticker FRST), representing 5.35% of the company based on 24,643,185 shares outstanding. The holdings are reported across related entities: Patriot Financial Partners III, L.P.; Patriot Financial Partners GP III, L.P.; Patriot Financial Partners GP III, LLC; and three named individuals who serve as general partners and investment committee members.

The filing states the acquired shares were purchased for investment using working capital and that, except as described, the group has no present plans to effect corporate transactions. Recent purchases totaling 100,000 shares occurred on August 7 (1,474 shares), August 8 (2,848 shares) and August 12, 2025 (95,678 shares). All reported voting and dispositive power is shared; no sole voting or dispositive power is claimed. The filing discloses no criminal or disqualifying civil proceedings for group members.

Positive

• Reported a material 5.35% stake (1,317,531 shares) in PRIMIS FINANCIAL CORP., meeting Schedule 13D disclosure thresholds
• Disclosed recent purchases totaling 100,000 shares on August 7, 8 and 12, 2025 (1,474; 2,848; 95,678 shares)
• Source of funds identified as working capital, clarifying financing for the acquisition
• No criminal or disqualifying civil proceedings involving the reporting persons were disclosed

Negative

• None.

Insights

Financial Analyst

TL;DR: Patriot Financial Group disclosed a 5.35% stake (1.317M shares) in PRIMIS, acquired for investment; recent purchases total 100,000 shares.

This Schedule 13D communicates a material passive stake above the 5% threshold that triggers heightened disclosure. The filing identifies the reporting entities and natural persons, states the source of funds as working capital, and specifies that the stake is held for investment purposes without present plans to pursue transactions that would change control. The report provides clear ownership details including shared voting and dispositive power, and enumerates three recent purchases that sum to 100,000 shares. No litigation or disqualifying events are reported for the principals.

Corporate Governance Specialist

TL;DR: A coordinated group of related entities and individuals report shared control of 5.35% of PRIMIS, disclosed under Schedule 13D.

The filing properly identifies the group structure and roles of the GP entities and named partners, and discloses that all voting and disposition authority is shared rather than sole. The purpose is stated as investment; the filing also notes flexibility to buy or sell subject to legal and market constraints. The document includes a joint filing agreement as an exhibit and confirms the absence of relevant adverse legal history for the reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

08/12/2025

(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 1,317,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,317,531.00

11

Aggregate amount beneficially owned by each reporting person

1,317,531.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

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 August 11, 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 1,317,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,317,531.00

11

Aggregate amount beneficially owned by each reporting person

1,317,531.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

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 August 11, 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 1,317,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,317,531.00

11

Aggregate amount beneficially owned by each reporting person

1,317,531.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

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 August 11, 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 1,317,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,317,531.00

11

Aggregate amount beneficially owned by each reporting person

1,317,531.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

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 August 11, 2025.

SCHEDULE 13D

CUSIP No. 74167B109

1

Name of reporting person

James J. Lynch

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 1,317,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,317,531.00

11

Aggregate amount beneficially owned by each reporting person

1,317,531.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

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 August 11, 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 1,317,531.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,317,531.00

11

Aggregate amount beneficially owned by each reporting person

1,317,531.00

12

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

13

Percent of class represented by amount in Row (11)

5.35 %

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 August 11, 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: *Patriot Financial Partners III, L.P. a Delaware limited partnership ("Patriot Fund III"); *Patriot Financial Partners III GP, L.P., a Delaware limited partnership and the general partner of Patriot Fund III ("Patriot III GP"); *Patriot Financial Partners III GP, LLC, a Delaware limited liability company and general partner of Patriot III GP ("Patriot III LLC"); and *W. Kirk Wycoff, James J. Lynch 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, Lynch 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 : 1,317,531 Percent of Class : 5.35% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,317,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,317,531 Entity : Patriot III GP Amount Beneficially Owned : 1,317,531 Percent of Class : 5.35% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,317,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,317,531 Entity : Patriot III LLC Amount Beneficially Owned : 1,317,531 Percent of Class : 5.35% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,317,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,317,531 Entity : W. Kirk Wycoff Amount Beneficially Owned : 1,317,531 Percent of Class : 5.35% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,317,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,317,531 Entity : James J. Lynch Amount Beneficially Owned : 1,317,531 Percent of Class : 5.35% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,317,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,317,531 Entity : James F. Deutsch Amount Beneficially Owned : 1,317,531 Percent of Class : 5.35% Sole Power to Vote or Direct the Vote : 0 Shared Power to Vote or Direct the Vote : 1,317,531 Sole Power to Dispose or to Direct the Disposition : 0 Shared Power to Dispose or Direct the Disposition : 1,317,531
(b)	See (a) immediately above.
(c)	See (a) immediately above.
(d)	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 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
(e)	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.
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 August ____, 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, James J. Lynch 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
Date:	08/19/2025

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
Date:	08/19/2025

Patriot Financial Partners GP III, LLC

Signature:	/s/W. Kirk Wycoff
Name/Title:	Member
Date:	08/19/2025

W. Kirk Wycoff

Signature:	/s/W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff
Date:	08/19/2025

James J. Lynch

Signature:	/s/James J. Lynch
Name/Title:	James J. Lynch
Date:	08/19/2025

James F. Deutsch

Signature:	/s/James F. Deutsch
Name/Title:	James F. Deutsch
Date:	08/19/2025

FAQ

How many PRIMIS (FRST) shares does Patriot Financial Group beneficially own?

The group beneficially owns 1,317,531 shares, representing 5.35% of PRIMIS based on 24,643,185 shares outstanding.

When and how many shares did Patriot Fund III recently purchase in PRIMIS (FRST)?

Patriot Fund III purchased 1,474 shares on August 7, 2025, 2,848 shares on August 8, 2025, and 95,678 shares on August 12, 2025, totaling 100,000 shares.

What is the stated purpose of the Patriot Financial Group's holdings in PRIMIS (FRST)?

The filing states the Acquired Shares were purchased for investment purposes and the group has no current plans to effect transactions that would change control, except as described in the filing.

Who are the reporting persons in the Schedule 13D for FRST?

Reporting persons are Patriot Financial Partners III, L.P.; Patriot Financial Partners GP III, L.P.; Patriot Financial Partners GP III, LLC, and individuals W. Kirk Wycoff, James J. Lynch, and James F. Deutsch.

What voting and dispositive power does the Patriot group claim over the PRIMIS shares?

The group reports 0 sole voting/dispositive power and 1,317,531 shares of shared voting and shared dispositive power.

Did the filing disclose any legal issues for the reporting persons?

No. The filing states that during the last five years no reporting member was convicted of a criminal proceeding (excluding minor offenses) and no civil judgments related to securities laws were reported.