[SCHEDULE 13G/A] Primis Financial Corp. Amended Passive Investment Disclosure
Banc Funds reports 3.2% stake in Primis Financial
The Banc Funds Company, L.L.C., doing business as 1st and Main Growth Partners, filed an amended Schedule 13G reporting its group’s ownership in Primis Financial Corp. common stock.
The Banc Funds Company, L.L.C., doing business as 1st and Main Growth Partners, filed an amended Schedule 13G reporting its group’s ownership in Primis Financial Corp. common stock. The filing shows Banc Fund X L.P. beneficially owns 788,761 shares, representing 3.2% of the class, with sole voting and dispositive power over those shares.
Banc Fund IX L.P., TBFC Financial Technologies Fund L.P., and BANC FUNDS CO LLC each report 0 shares beneficially owned. The filer certifies the securities are not held for the purpose of changing or influencing control of Primis Financial Corp., other than activities solely in connection with a nomination under Rule 240.14a-11.
Positive
None.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in Primis Financial Corp. (FRST) is reported in this Schedule 13G/A?
The filing reports that Banc Fund X L.P. beneficially owns 788,761 shares of Primis Financial Corp. common stock, representing 3.2% of the class. This stake is held with sole voting and sole dispositive power over those shares.
Who is the primary filer in the Primis Financial Corp. (FRST) Schedule 13G/A?
The primary filer is The Banc Funds Company, L.L.C., doing business as 1st and Main Growth Partners. It serves as general partner for the reporting limited partnerships and controls them through ownership and management, including over Banc Fund X L.P.
Do the reporting persons in this Primis Financial (FRST) filing seek to influence control of the company?
The filer certifies the securities were not acquired and are not held for the purpose of changing or influencing control of Primis Financial Corp., except for activities solely in connection with a nomination under Rule 240.14a-11.
Which entities report zero ownership of Primis Financial Corp. (FRST) in this Schedule 13G/A?
Banc Fund IX L.P., TBFC Financial Technologies Fund L.P., and BANC FUNDS CO LLC each report an aggregate beneficial ownership of 0 shares of Primis Financial Corp. common stock and a corresponding 0% of the class.
What voting and dispositive powers are disclosed for the Primis Financial (FRST) stake?
For the 788,761 shares reported, the filing states sole power to vote and sole power to dispose. Shared voting power and shared dispositive power are each reported as 0, indicating exclusive authority over those shares.
How is Charles J. Moore connected to the Primis Financial Corp. (FRST) reporting group?
The filing states that Charles J. Moore is the principal shareholder and controlling member of The Banc Funds Company, L.L.C., and has voting and dispositive power over issuer securities held by the related partnership entities as their manager.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
74167B109
1
Names of Reporting Persons
Banc Fund IX L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
74167B109
1
Names of Reporting Persons
Banc Fund X L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
788,761.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
788,761.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
788,761.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
74167B109
1
Names of Reporting Persons
TBFC Financial Technologies Fund L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
74167B109
1
Names of Reporting Persons
BANC FUNDS CO LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: BANC FUNDS CO LLC is the Filer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Primis Financial Corp.
(b)
Address of issuer's principal executive offices:
1676 INTERNATIONAL DRIVE SUITE 900, MCLEAN, VA, 22102
Item 2.
(a)
Name of person filing:
The Banc Funds Company, L.L.C. d/b/a 1st and Main Growth Partners
(b)
Address or principal business office or, if none, residence:
150 S. Wacker Drive, Suite 2725, Chicago, IL 60606
(c)
Citizenship:
United States
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
74167B109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
788761
(b)
Percent of class:
3.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
788761
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
788761
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Schedule 13G/A is being filed jointly by Banc Fund IX L.P. ("BF IX"), an Illinois Limited Partnership, Banc Fund X L.P. ("BF X"), an Illinois Limited Partnership, and TBFC Financial
Technologies Fund L.P. (collectively, the "Reporting Persons"). The general partner of BF IX is MidBan IX L.P. ("MidBan IX"), whose principal business is to be a general partner of BF IX.
The general partner of BF X is MidBan X L.P. ("MidBan X"), whose principal business is to be a general partner of BF X. The general partner of TBFC Financial Technologies Fund L.P. is
MidBan XI L.P. ("MidBan XI"), whose principal business is to be a general partner of TBFC Financial Technologies Fund L.P. The general partner of MidBan IX, MidBan X, and MidBan XI
is The Banc Funds Company, L.L.C., ("TBFC"), whose principal business is to be a general partner of MidBan IX, MidBan X, and MidBan XI. TBFC is an Illinois corporation whose principal
shareholder is Charles J. Moore. Mr. Moore has been the manager of BF IX, BF X and TBFC Financial Technologies Fund L.P., since their respective inceptions. As manager, Mr. Moore has
voting and dispositive power over the securities of the issuer held by each of those entities. As the controlling member of TBFC, Mr. Moore will control TBFC, and therefore each of the
Partnership entities directly and indirectly controlled by TBFC.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
