8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Primis Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Primis Financial Corp. (the “Company”) appointed Rick A. Fulk as President of Primis Bank and Executive Vice President of the Company, effective October 2, 2023. Mr. Fulk has worked for Primis Bank (or its predecessors) since 1998 in various commercial capacities, most recently as the regional executive for the Richmond and Hampton Roads areas. In connection with Mr. Fulk’s appointment, effective as of October 2, 2023, Dennis J. Zember, Jr. no longer serves as President of Primis Bank. Mr. Zember continues in his role as Chief Executive Officer of Primis Bank and President and Chief Executive Officer of the Company.

The Company issued a press release on October 4, 2023 announcing Mr. Fulk’s promotion to President of Primis Bank. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Primis Financial Corp. Announces Promotion of Rick A. Fulk to President of Primis Bank

MCLEAN, Va., Oct. 4, 2023 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today announced that Rick A. Fulk has been promoted to President of Primis Bank effective October 2, 2023.

Dennis J. Zember, Jr., President and CEO of Primis Financial Corp., stated "Rick's promotion to President of our most important division is an exciting moment for our Company and demonstrates our commitment to have the Bank be the primary driver of our market value. Rick's influence and leadership in our organization is rooted in his desire to see those around him succeed and his ability to drive the financial results that our board and investors demand. His leadership skills, commercial success and ambition will produce results."

Mr. Fulk commented as well, saying "I'm very excited for the opportunity to help our Company build our Bank into the high-performance financial institution that our staff and our board envision. We have better tools and technology thanks to the tireless work of the past few years. We have loyal customers in some of the nation's best markets thanks to decades of serving. Most importantly, we have staff that are so inspired to get results for our customers and our shareholders and I count it a privilege to lead them."

Mr. Fulk has worked for Primis Bank (or its predecessors) since 1998 in various commercial capacities, most recently as the regional executive for the Richmond and Hampton Roads areas. Mr. Fulk and his wife are active leaders in the community with a passion for supporting animal rescue and the local humane society.

About Primis Financial Corp.

As of June 30, 2023, Primis had $3.85 billion in total assets, $3.17 billion in total loans and $3.31 billion in total deposits. Primis Bank provides a range of financial services to individuals and small and medium sized businesses through 32 full-service branches in Virginia and Maryland and in all 50 states through certain advanced internet and mobile applications.