Primis Financial Corp 8-K, filed Oct 23, 2026
Primis Financial Corp. (FRST)
About this 8-K
Primis Financial Corp filed this 8-K on October 23, 2026, reporting on events of October 22, 2026.
Primis Financial Corp. reported net income of $8.7 million, or $0.35 per diluted share, for the three months ended September 30, 2026, and declared a $0.10-per-share dividend payable November 20, 2026 to record holders as of November 6, 2026. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On October 22, 2026, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended September 30, 2026. A copy of the press release is furnished and attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The Company has prepared presentation materials (the “Investor Presentation”) that management intends to use from time to time hereafter in presentations about the Company’s operations and performance. The Company may use the Investor Presentation, possibly with modifications, in presentations to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.
A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. The Investor Presentation is also available on the Company's website at www.primisbank.com. Materials on the Company’s website are not part of or incorporated by reference into this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On October 22, 2026, Primis issued a press release announcing the declaration of a dividend payable on November 20, 2026 to shareholders of record as of November 6, 2026. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated October 22, 2026
99.2 Primis Financial Corp. Third Quarter 2026 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
| Primis Financial Corp. | ||
| Date: October 22, 2026 | By: | /s/ Matthew A. Switzer |
| Matthew A. Switzer | ||
| Chief Financial Officer | ||
Exhibit 99.1
Primis Financial Corp. Reports Strong Results for the Third Quarter of 2026
Declares Quarterly Cash Dividend of $0.10 Per Share
For immediate release
Thursday, October 22, 2026
McLean, Virginia, October 22, 2026 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common shareholders of $8.7 million, or $0.35 per diluted share, for the three months ended September 30, 2026, compared to net income available to common shareholders of $6.8 million, or $0.28 per diluted share, for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the Company reported net income available to common shareholders of $25.4 million, or $1.03 per diluted share, compared to net income available to common shareholders of $31.9 million, or $1.29 per diluted share, for the nine months ended September 30, 2025.
Operating net income available to common shareholders(1) was $8.7 million, or $0.35 per diluted share, for the three months ended September 30, 2026, up 27% from operating net income available to common shareholders(1) of $6.8 million, or $0.28 per diluted share, for the three months ended September 30, 2025. Year-to-date results in 2026 and 2025 benefited from investment gains of $5.9 million in the second quarter of 2026 and $32.0 million in the second quarter of 2025. Excluding these gains and other nonrecurring items, operating net income available to common shareholders(1) for the nine months ended September 30, 2026, was $22.3 million, or $0.90 per diluted share, up 211% from operating net income available to common shareholders(1) of $7.2 million, or $0.29 per diluted share, for the nine months ended September 30, 2025.
Commenting on the results, Dennis J. Zember, Jr., President and Chief Executive Officer of the Company, stated, “The progress we have made over the past year is substantial. A core margin of 3.59% with expansion of 14 basis points linked-quarter is a testament to the value of our Core Bank franchise which continues to drive slow and steady growth at attractive margins. Our core earnings engine delivered a solid quarter in the face of unprecedented headwinds that reduced our retail mortgage pipeline 37% and reduced revenue by $2.3 million versus the second quarter. In a steady environment for retail mortgage, we would have been at our 1.00% ROAA target this quarter as expected. We are already making changes to close the gap during this period of lower volumes while preserving our ability to benefit when volumes eventually recover.”
Third Quarter And Year-to-Date 2026 Highlights
The Company demonstrated strong profitability in the third quarter and year-to-date in 2026. Significant areas of improvement year-over-year are detailed in the chart below:
| As of or for the Three Months Ended September 30 | As of or for the Nine Months Ended September 30 | |||||||||||||||
| ($ in millions except per share) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net Income | $ | 8.7 | $ | 6.8 | $ | 25.4 | $ | 31.9 | ||||||||
| Pre-Tax Pre-Provision Op. Net Income(1) | 12.0 | 8.7 | 35.4 | 19.1 | ||||||||||||
| ROAA | 0.80 | % | 0.70 | % | 0.82 | % | 1.13 | % | ||||||||
| Pre-Tax Pre-Provision Op. ROAA(1) | 1.11 | 0.89 | 1.14 | 0.67 | ||||||||||||
| Net Interest Income | $ | 36.3 | $ | 29.0 | $ | 102.1 | $ | 80.6 | ||||||||
| Net Interest Margin | 3.66 | % | 3.18 | % | 3.51 | % | 3.06 | % | ||||||||
| Total Assets | $ | 4,300 | $ | 3,955 | $ | 4,300 | $ | 3,955 | ||||||||
| Gross Loans HFI | 3,500 | 3,200 | 3,500 | 3,200 | ||||||||||||
| Total Deposits | 3,473 | 3,336 | 3,473 | 3,336 | ||||||||||||
| Average Earning Assets | $ | 3,936 | $ | 3,622 | $ | 3,887 | $ | 3,518 | ||||||||
| Avg. NIB Deposits | 542 | 482 | 547 | 465 | ||||||||||||
| Avg. NIB / Avg. Total Deposits | 15.4 | % | 14.5 | % | 15.9 | % | 14.4 | % | ||||||||
| TCE / TA(1) | 8.14 | % | 7.48 | % | 8.14 | % | 7.48 | % | ||||||||
| Tangible Book Value per Share(1) | $ | 13.81 | $ | 11.71 | $ | 13.81 | $ | 11.71 | ||||||||
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Division Updates
The third quarter of 2026 demonstrated continued progress across the Company’s strategies to meet its growth and profitability goals in 2026. The following discussion highlights recent progress for each of these strategies:
Core Community Bank
The Core Bank’s 24 banking offices in Virginia and Maryland represent almost two-thirds of the Company’s total balance sheet and are a vital source of attractive lending and core funding. Recent activity in the Core Bank includes the following:
| · | The Core Bank has low concentrations of investor CRE (24% of total loans and only 188% of regulatory capital). |
| · | Core Bank loan growth of 11% annualized in the third quarter of 2026 with a pipeline of $160 million as of September 30, 2026. |
| · | Cost of deposits of 1.63% in the third quarter of 2026 compared to 1.73% in the same quarter in 2025. |
| · | Approximately 21% of the Core Bank’s deposits are noninterest bearing. |
| · | Zero brokered deposits. |
The Core Bank’s deposit base is supported by what management believes is the region’s best and most unique technology including the Bank’s proprietary and recently rebranded Banking Valet service. Over 87% of Banking Valet users are commercial customers and clients who actively use the service have average relationship balances of almost $1 million.
Primis Mortgage
Primis Mortgage had closed mortgage volume of $347 million in the third quarter of 2026, up 12.5% compared to the same quarter in 2025, in spite of significant macroeconomic headwinds in the third quarter of 2026. Construction-to-permanent loan volume was $40.0 million in the third quarter of 2026 versus $26.4 million in the same period in 2025. Pre-tax losses related to Primis Mortgage were approximately $0.3 million for the third quarter of 2026, down from earnings of $1.9 million in the third quarter of 2025.
Mortgage Warehouse
Mortgage warehouse lending showed resilience in the third quarter of 2026 in the face of substantial market disruption. Outstanding loan balances at September 30, 2026 were $501 million, down 8% from $544 million at June 30, 2026 and up 53% from $327 million at September 30, 2025. Average loan balances were $427 million in the third quarter of 2026, up slightly from $426 million in the second quarter of 2026 and up 103% from $210 million in the third quarter of 2025. Mortgage warehouse also funded on average approximately 11% of its balance sheet with associated customer noninterest bearing deposit balances during the third quarter of 2026.
Panacea Financial
Panacea’s growth remained strong through the third quarter of 2026 with loans outstanding of $642 million, including loans held for sale, up 17% annualized compared to June 30, 2026. Panacea sold approximately $32 million of loans in the third quarter of 2026 and had $39 million of loans classified as held for sale at September 30, 2026. Panacea loans held for investment were $603 million at September 30, 2026, up 14% annualized from $583 million at June 30, 2026. At the end of the third quarter of 2026, Panacea customer deposits totaled $207 million, up 56% from September 30, 2025. Panacea remains the number one ranked “Bank for doctors” on Google and serves over 7,500 professionals and practices nationwide.
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Digital Platform
Our highly scalable digital platform continues to provide attractive funding for the Bank’s nationwide business lines while protecting the Bank’s low cost in-market funding. The platform ended the third quarter of 2026 with approximately $1.0 billion of deposits with a cost of deposits of 3.80% compared to $1.0 billion at September 30, 2025 with a cost of 4.07%. The platform also successfully grew business accounts in 2026 with small business balances reaching $54 million at September 30, 2026, up substantially from $16 million at December 31, 2025. These customers remain loyal with approximately 76% of our digital deposits banking with Primis for at least three years.
Net Interest Income
Net interest income in the third quarter of 2026 was $36.3 million, up 25%, from $29.0 million in the third quarter of 2025. Included in interest income in the third quarter of 2026 was approximately $0.7 million of interest recoveries from a previously charged off loan. Adjusting for the recovery, net interest income for the third quarter of 2026 was $35.6 million, up 23% from the prior year period. Net interest margin was 3.66%, or 3.59% adjusted for the interest recovery, in the third quarter of 2026 compared to 3.18% in the same quarter of 2025 with the expansion driven by robust earning asset growth funded at attractive incremental margins.
Yield on earning assets in the third quarter of 2026 increased 22 basis points and 30 basis points versus the second quarter of 2026 and third quarter of 2025, respectively, including approximately 7 basis points due to the interest recovery noted above. Yield on investments increased 135 basis points year-over-year largely due to the portfolio restructuring in the fourth quarter of 2025.
Cost of deposits in the Bank have benefitted from the focus on growing noninterest bearing deposit balances as well as the Core Bank’s management of interest expense. In the third quarter of 2026, the Company reported cost of interest-bearing deposits of 2.70% compared to 2.88% in the same quarter in 2025. Cost of funds was 2.47% in the third quarter of 2026, down 15 basis points from 2.62% in the third quarter of 2025.
Noninterest Income
Noninterest income was $12.9 million in the third quarter of 2026 versus $22.0 million in the second quarter of 2026 and $12.0 million in the third quarter of 2025. Mortgage related income decreased 10% to $8.0 million in the third quarter of 2026 compared to $8.9 million in the same quarter in 2025. In 2026, the Company restructured its bank-owned life insurance portfolio which improved noninterest income by approximately $0.4 million per quarter beginning late in the second quarter of 2026. Lastly, the third quarter of 2026 benefited from $0.9 million of recoveries from a previously charged-off loan and $0.4 million in payouts from a bank-owned life insurance policy.
The Company reported gain on sale income of $1.5 million related to the sale of Panacea loans and the guaranteed portion of SBA loans in the third quarter of 2026 compared to $0.2 million in the third quarter of 2025. Approximately $0.5 million of the gain on sale income was attributable to the Core Bank in the third quarter of 2026 with the remainder driven by the Panacea Division.
Noninterest Expense
Noninterest expense was $37.2 million for the third quarter of 2026, compared to $32.3 million for the same quarter of 2025. The following table reflects the core operating expense burden at the Company, net of mortgage related and Panacea division impacts.
| ($ in thousands) | 3Q26 | 2Q26 | 1Q26 | 4Q25 | 3Q25 | |||||||||||||||
| Reported Noninterest Expense | $ | 37,155 | $ | 38,207 | $ | 33,754 | $ | 42,164 | $ | 32,313 | ||||||||||
| Nonrecurring | - | - | - | (1,126 | ) | - | ||||||||||||||
| Primis Mortgage Expenses | (10,159 | ) | (11,526 | ) | (10,545 | ) | (10,048 | ) | (8,214 | ) | ||||||||||
| Panacea Net Expense | (2,674 | ) | (1,507 | ) | (1,040 | ) | (2,614 | ) | (2,100 | ) | ||||||||||
| Consumer Program Servicing Fee | (281 | ) | (300 | ) | (347 | ) | (391 | ) | (439 | ) | ||||||||||
| Reserve for Unfunded Commitment | 113 | 39 | 136 | 127 | 19 | |||||||||||||||
| Total Adjustments | (13,001 | ) | (13,294 | ) | (11,796 | ) | (14,052 | ) | (10,734 | ) | ||||||||||
| Core Operating Expense Burden | $ | 24,154 | $ | 24,913 | $ | 21,958 | $ | 28,112 | $ | 21,579 | ||||||||||
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Core operating expense burden, as defined above, was $24.2 million in the third quarter of 2026 versus $24.9 million and $21.6 million in the second quarter of 2026 and third quarter of 2025, respectively. As previously disclosed, all three quarters of 2026 include a full quarter of lease expense, net of reduced depreciation expense, of approximately $1.4 million from the Company’s sale leaseback transaction executed in the fourth quarter of 2025. The third quarter of 2026 also included approximately $1.4 million of loan related expenses and approximately $0.4 million of professional fees and other third-party expenses. Excluding these expenses, core operating expense burden for the third quarter of 2026 would have been essentially flat with the second quarter of 2026 run rate and lower than the same period in 2025 when adjusting for net lease expense. As disclosed in the second quarter of 2026, the Company expects approximately $3.0 million of annualized savings from vendor consolidation and statement services beginning early in 2027.
Loan Portfolio and Asset Quality
Loans held for investment were $3.5 billion at September 30, 2026, flat compared to June 30, 2026 and increased 9% compared to $3.2 billion at September 30, 2025. Primary drivers of these changes include:
| · | Core Bank loans ended slightly over $2.0 billion at September 30, 2026, up 11% annualized from June 30, 2026. |
| · | Panacea Financial loans, excluding loans held for sale, grew $20 million, or 3%, from June 30, 2026 to $603 million at September 30, 2026. |
| · | Mortgage warehouse balances decreased to $501 million at September 30, 2026 compared to $544 million at June 30, 2026. Average loan balances were $427 million in the third quarter of 2026, up slightly from $426 million in the second quarter of 2026. |
| · | Mortgage portfolio loans generated by Primis Mortgage grew to $156 million at September 30, 2026, up 10% from $140 million at June 30, 2026 and up 87% from $84 million at September 30, 2025. |
| · | Loan balances associated with the consumer loan program declined to $69 million at September 30, 2026, net of fair value discounts, compared to $101 million at September 30, 2025. |
Nonperforming assets, excluding portions guaranteed by the SBA, improved to 1.43% of total assets at September 30, 2026 compared to 1.45% at June 30, 2026 and 2.07% at September 30, 2025. The Company continues to make progress reducing nonperforming assets with total nonperforming assets excluding SBA guaranteed balances decreasing to $61 million at September 30, 2026 from $63 million at June 30, 2026, representing a 3% reduction in the third quarter of 2026.
The Company recorded a provision for credit losses of $1.1 million for the third quarter of 2026 compared to a provision for credit losses of $5.5 million for the second quarter of 2026 and a recovery of credit losses of $49 thousand for the third quarter of 2025. The majority of the provision expense was driven by growth in the loan portfolio in the third quarter of 2026. Core net charge-offs as a percentage of average loans were 17 basis points, up 14 basis points from the same period a year ago and down 36 basis points from the second quarter of 2026. The increase in net charge-offs was largely driven by one credit that had previously been reserved for. As a percentage of loans held for investment, the allowance for credit losses was 1.30% at the end of the third quarter of 2026 compared to 1.40% at the end of the third quarter of 2025.
Deposits and Funding
Total deposits at September 30, 2026 were $3.5 billion, up $0.1 billion, or 4% when compared to the same period in 2025. Noninterest bearing demand deposits were $496 million at September 30, 2026, an increase of 1% compared to balances at September 30, 2025. Average noninterest bearing deposits were $542 million in the third quarter of 2026, up 13% from $482 million in the third quarter of 2025. The Company had FHLB advances totaling $220 million outstanding at September 30, 2026, down from $300 million at June 30, 2026 and up from $85 million at September 30, 2025. Average FHLB advances were $89 million in the third quarter of 2026, down from $133 million in the second quarter of 2026 and up from $1 million in the third quarter of 2025.
Shareholders’ Equity
Tangible book value per common share(1) at the end of the third quarter of 2026 was $13.81, an increase of $2.10, or 18%, from levels reported at September 30, 2025. Tangible common equity(1) ended the third quarter of 2026 at $342.4 million, or 8.14% of tangible assets(1).
The Board of Directors declared a dividend of $0.10 per share payable on November 20, 2026 to shareholders of record on November 6, 2026. This is Primis’ sixtieth consecutive quarterly dividend.
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About Primis Financial Corp.
As of September 30, 2026, Primis had $4.3 billion in total assets, $3.5 billion in total loans held for investment and $3.5 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through 24 full-service branches in Virginia and Maryland and provides services to customers through certain online and mobile applications.
| Contacts: | Address: | |
| Dennis J. Zember, Jr., President and CEO | Primis Financial Corp. | |
| Matthew A. Switzer, EVP and CFO | 1676 International Drive, Suite 900 | |
| Phone: (703) 893-7400 | McLean, VA 22102 |
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com
Conference Call
The Company’s management will host a conference call to discuss its third quarter results on Friday, October 23, 2026 at 10:00 a.m. (ET). A live webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/709063364. Participants may also call 1-833-461-5787, enter meeting ID 709 063 364 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days using the webcast link above.
Non-GAAP Measures
Statements included in this press release include non-GAAP financial measures and should be read along with the accompanying tables. Primis uses non-GAAP financial measures to analyze its performance. The measures entitled operating net income (loss) available to Primis' common shareholders; pre-tax pre-provision operating earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average common equity; operating return on average tangible common equity; operating efficiency ratio; operating earnings per share – basic; operating earnings per share – diluted; core operating expense burden, tangible book value per share; tangible common equity; tangible common equity to tangible assets; and core net interest margin are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. We use the term “operating” to describe a financial measure that excludes income or expense considered to be non-recurring in nature. Items identified as non-operating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measures is provided when discussing the financial measure or in the Reconciliation of Non-GAAP Items table.
Management believes that these non-GAAP financial measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results, financial strength and performance of Primis and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Primis’ performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Primis. Non-GAAP financial measures are not standardized and, therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names.
Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.
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Forward-Looking Statements
This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, but are not limited to, our expectations regarding our future operating and financial performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment; our outlook and long-term goals for future growth and new offerings and services; our expectations regarding net interest margin; expectations on our growth strategy, expense management, capital management and future profitability; expectations on credit quality and performance; and the assumptions underlying our expectations.
Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that might cause such differences include, but are not limited to: instability in global economic conditions and geopolitical matters; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas; adverse developments in borrower industries; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; the impact of tariffs, trade policies, and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, and decreased demand for other banking products and services); the Company’s ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, Banking Valet fulfillment service, Mortgage Warehouse division and Primis Mortgage Company, as well as with respect to use and implementation of artificial intelligence; competitive pressures among financial institutions increasing significantly (including as a result of technological changes and the use and continued development of artificial intelligence); changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices; legislative, regulatory or supervisory actions related to so-called “de-banking,” including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices; changes in management’s plans for the future; credit risk associated with our lending activities; changes in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions; potential impacts of adverse developments in the banking industry, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto; potential increases in the provision for credit losses; our ability to identify and address increased cybersecurity risks, including those impacting vendors and other second parties; fraud or misconduct by internal or external actors, which we may not be able to prevent, detect or mitigate; acts of God or of war or other conflicts, civil unrest, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; action or inaction by the federal government, including as a result of any prolonged government shutdown; and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services.
Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, unless required by law. Readers are cautioned not to place undue reliance on these forward-looking statements.
| (1) | Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information and for a reconciliation to GAAP. |
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Primis Financial Corp.
Financial Highlights (unaudited)
(Dollars in thousands, except per share data)
| For Three Months Ended: | For Nine Months Ended: | |||||||||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | 3Q 2026 | 3Q 2025 | ||||||||||||||||||||||
| Selected Performance Ratios: | ||||||||||||||||||||||||||||
| Return on average assets | 0.80 | % | 0.90 | % | 0.76 | % | 2.94 | % | 0.70 | % | 0.82 | % | 1.13 | % | ||||||||||||||
| Operating return on average assets(1) | 0.80 | % | 0.53 | % | 0.84 | % | 0.23 | % | 0.70 | % | 0.72 | % | 0.25 | % | ||||||||||||||
| Pre-tax pre-provision return on average assets | 1.11 | % | 1.68 | % | 1.20 | % | 3.84 | % | 0.89 | % | 1.33 | % | 1.76 | % | ||||||||||||||
| Pre-tax pre-provision operating return on average assets(1) | 1.11 | % | 1.12 | % | 1.20 | % | 0.39 | % | 0.89 | % | 1.14 | % | 0.67 | % | ||||||||||||||
| Return on average common equity | 7.67 | % | 8.71 | % | 7.24 | % | 29.46 | % | 7.13 | % | 7.89 | % | 11.58 | % | ||||||||||||||
| Operating return on average common equity(1) | 7.67 | % | 5.17 | % | 7.96 | % | 2.36 | % | 7.13 | % | 6.95 | % | 2.61 | % | ||||||||||||||
| Operating return on average tangible common equity(1) | 9.75 | % | 6.65 | % | 10.19 | % | 3.07 | % | 9.45 | % | 8.86 | % | 3.50 | % | ||||||||||||||
| Cost of funds | 2.47 | % | 2.46 | % | 2.46 | % | 2.52 | % | 2.62 | % | 2.46 | % | 2.65 | % | ||||||||||||||
| Net interest margin | 3.66 | % | 3.45 | % | 3.43 | % | 3.28 | % | 3.18 | % | 3.51 | % | 3.06 | % | ||||||||||||||
| Gross loans to deposits | 100.78 | % | 100.58 | % | 99.22 | % | 96.70 | % | 95.92 | % | 100.78 | % | 95.92 | % | ||||||||||||||
| Efficiency ratio | 75.47 | % | 68.48 | % | 73.97 | % | 52.14 | % | 78.81 | % | 72.43 | % | 67.71 | % | ||||||||||||||
| Operating efficiency ratio(1) | 75.47 | % | 76.51 | % | 73.97 | % | 91.05 | % | 78.81 | % | 75.36 | % | 86.03 | % | ||||||||||||||
| Per Common Share Data: | ||||||||||||||||||||||||||||
| Earnings per common share - Basic | $ | 0.35 | $ | 0.38 | $ | 0.30 | $ | 1.20 | $ | 0.28 | $ | 1.03 | $ | 1.29 | ||||||||||||||
| Operating earnings per common share - Basic(1) | $ | 0.35 | $ | 0.23 | $ | 0.33 | $ | 0.10 | $ | 0.28 | $ | 0.90 | $ | 0.29 | ||||||||||||||
| Earnings per common share - Diluted | $ | 0.35 | $ | 0.38 | $ | 0.30 | $ | 1.20 | $ | 0.28 | $ | 1.03 | $ | 1.29 | ||||||||||||||
| Operating earnings per common share - Diluted(1) | $ | 0.35 | $ | 0.23 | $ | 0.33 | $ | 0.10 | $ | 0.28 | $ | 0.90 | $ | 0.29 | ||||||||||||||
| Book value per common share | $ | 17.57 | $ | 17.49 | $ | 17.25 | $ | 17.12 | $ | 15.51 | $ | 17.57 | $ | 15.51 | ||||||||||||||
| Tangible book value per common share(1) | $ | 13.81 | $ | 13.72 | $ | 13.47 | $ | 13.34 | $ | 11.71 | $ | 13.81 | $ | 11.71 | ||||||||||||||
| Cash dividend per common share | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.30 | $ | 0.30 | ||||||||||||||
| Weighted average shares outstanding - Basic | 24,735,157 | 24,731,956 | 24,665,011 | 24,634,544 | 24,632,202 | 24,710,970 | 24,679,766 | |||||||||||||||||||||
| Weighted average shares outstanding - Diluted | 24,799,072 | 24,788,023 | 24,719,255 | 24,654,037 | 24,643,889 | 24,767,238 | 24,693,328 | |||||||||||||||||||||
| Shares outstanding at end of period | 24,799,072 | 24,799,072 | 24,772,072 | 24,695,385 | 24,644,385 | 24,799,072 | 24,644,385 | |||||||||||||||||||||
| Asset Quality Ratios: | ||||||||||||||||||||||||||||
| Non-performing assets as a percent of total assets, excluding SBA guarantees | 1.43 | % | 1.45 | % | 2.35 | % | 2.03 | % | 2.07 | % | 1.43 | % | 2.07 | % | ||||||||||||||
| Net charge-offs (recoveries) as a percent of average loans (annualized) | 0.17 | % | 0.65 | % | 0.12 | % | 0.16 | % | 0.14 | % | 0.34 | % | 0.79 | % | ||||||||||||||
| Core net charge-offs (recoveries) as a percent of average loans (annualized)(1) | 0.17 | % | 0.53 | % | 0.06 | % | 0.05 | % | 0.03 | % | 0.26 | % | 0.08 | % | ||||||||||||||
| Allowance for credit losses to total loans | 1.30 | % | 1.33 | % | 1.37 | % | 1.40 | % | 1.40 | % | 1.30 | % | 1.40 | % | ||||||||||||||
| Capital Ratios: | ||||||||||||||||||||||||||||
| Common equity to assets | 10.14 | % | 9.96 | % | 10.04 | % | 10.45 | % | 9.66 | % | ||||||||||||||||||
| Tangible common equity to tangible assets(1) | 8.14 | % | 7.99 | % | 8.02 | % | 8.33 | % | 7.48 | % | ||||||||||||||||||
| Leverage ratio(2) | 8.77 | % | 8.63 | % | 8.76 | % | 8.80 | % | 8.32 | % | ||||||||||||||||||
(1) See Reconciliation of Non-GAAP financial measures.
(2) Ratios are estimated and may be subject to change pending the final filing of the FR Y-9C.
7
Primis Financial Corp.
(Dollars in thousands)
Condensed Consolidated Balance Sheets (unaudited)
| For Three Months Ended: | ||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 165,085 | $ | 176,825 | $ | 159,881 | $ | 143,607 | $ | 63,881 | ||||||||||
| Investment securities-available for sale | 165,116 | 168,285 | 171,877 | 171,377 | 234,660 | |||||||||||||||
| Investment securities-held to maturity | 6,418 | 6,588 | 6,792 | 6,981 | 8,550 | |||||||||||||||
| Loans held for sale | 161,449 | 231,990 | 223,180 | 166,066 | 202,372 | |||||||||||||||
| Loans held for investment | 3,499,636 | 3,466,388 | 3,396,366 | 3,283,683 | 3,200,234 | |||||||||||||||
| Allowance for credit losses | (45,567 | ) | (45,964 | ) | (46,381 | ) | (45,883 | ) | (44,766 | ) | ||||||||||
| Net loans | 3,454,069 | 3,420,424 | 3,349,985 | 3,237,800 | 3,155,468 | |||||||||||||||
| Stock in Federal Reserve Bank and Federal Home Loan Bank | 23,636 | 27,487 | 24,162 | 14,185 | 17,035 | |||||||||||||||
| Bank premises and equipment, net | 5,905 | 5,955 | 5,924 | 6,070 | 19,380 | |||||||||||||||
| Operating lease right-of-use assets | 63,373 | 64,233 | 64,781 | 65,596 | 9,427 | |||||||||||||||
| Goodwill and other intangible assets | 93,475 | 93,482 | 93,488 | 93,495 | 93,502 | |||||||||||||||
| Assets held for sale, net | 776 | 776 | 776 | 776 | 775 | |||||||||||||||
| Bank-owned life insurance | 78,252 | 77,515 | 76,958 | 68,969 | 68,504 | |||||||||||||||
| Deferred tax assets, net | 17,260 | 15,914 | 14,593 | 14,683 | 17,328 | |||||||||||||||
| Investment in Panacea Financial Holdings, Inc. common stock | 7,133 | 7,299 | 6,899 | 6,899 | 6,880 | |||||||||||||||
| Other assets | 57,579 | 56,841 | 57,372 | 50,884 | 57,087 | |||||||||||||||
| Total assets | $ | 4,299,526 | $ | 4,353,614 | $ | 4,256,668 | $ | 4,047,388 | $ | 3,954,849 | ||||||||||
| Liabilities and stockholders' equity | ||||||||||||||||||||
| Demand deposits | $ | 496,282 | $ | 505,758 | $ | 541,168 | $ | 554,442 | $ | 489,728 | ||||||||||
| NOW accounts | 907,685 | 878,976 | 844,528 | 862,735 | 831,709 | |||||||||||||||
| Money market accounts | 787,031 | 794,540 | 778,366 | 740,886 | 737,634 | |||||||||||||||
| Savings accounts | 975,521 | 960,343 | 942,847 | 922,337 | 958,416 | |||||||||||||||
| Time deposits | 306,112 | 306,724 | 316,156 | 315,185 | 318,865 | |||||||||||||||
| Total deposits | 3,472,631 | 3,446,341 | 3,423,065 | 3,395,585 | 3,336,352 | |||||||||||||||
| Securities sold under agreements to repurchase - short term | 3,864 | 3,974 | 3,525 | 3,552 | 3,954 | |||||||||||||||
| Federal Home Loan Bank advances | 220,000 | 300,000 | 230,000 | 25,000 | 85,000 | |||||||||||||||
| Secured borrowings | 13,624 | 14,165 | 14,450 | 14,773 | 15,403 | |||||||||||||||
| Subordinated debt and notes | 69,406 | 69,358 | 69,311 | 96,162 | 96,091 | |||||||||||||||
| Operating lease liabilities | 60,008 | 60,573 | 60,832 | 61,340 | 10,682 | |||||||||||||||
| Other liabilities | 24,161 | 25,374 | 28,287 | 28,080 | 25,214 | |||||||||||||||
| Total liabilities | 3,863,694 | 3,919,785 | 3,829,470 | 3,624,492 | 3,572,696 | |||||||||||||||
| Total stockholders' equity | 435,832 | 433,829 | 427,198 | 422,896 | 382,153 | |||||||||||||||
| Total liabilities and stockholders' equity | $ | 4,299,526 | $ | 4,353,614 | $ | 4,256,668 | $ | 4,047,388 | $ | 3,954,849 | ||||||||||
| Tangible common equity(1) | $ | 342,357 | $ | 340,347 | $ | 333,710 | $ | 329,401 | $ | 288,651 | ||||||||||
(1) See Reconciliation of Non-GAAP financial measures.
8
Primis Financial Corp.
(Dollars in thousands)
Condensed Consolidated Statement of Operations (unaudited)
| For Three Months Ended: | For Nine Months Ended: | |||||||||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | 3Q 2026 | 3Q 2025 | ||||||||||||||||||||||
| Interest and dividend income | $ | 59,234 | $ | 56,322 | $ | 53,526 | $ | 53,326 | $ | 51,766 | $ | 169,082 | $ | 147,116 | ||||||||||||||
| Interest expense | 22,924 | 22,567 | 21,452 | 22,474 | 22,734 | 66,943 | 66,540 | |||||||||||||||||||||
| Net interest income | 36,310 | 33,755 | 32,074 | 30,852 | 29,032 | 102,139 | 80,576 | |||||||||||||||||||||
| Provision for (recovery of) credit losses | 1,149 | 5,452 | 1,549 | 2,439 | (49 | ) | 8,150 | 9,850 | ||||||||||||||||||||
| Net interest income after provision for credit losses | 35,161 | 28,303 | 30,525 | 28,413 | 29,081 | 93,989 | 70,726 | |||||||||||||||||||||
| Account maintenance and deposit service fees | 1,389 | 1,699 | 1,246 | 1,292 | 1,358 | 4,334 | 4,372 | |||||||||||||||||||||
| Mortgage banking income | 8,022 | 11,388 | 10,760 | 9,992 | 8,887 | 30,170 | 22,395 | |||||||||||||||||||||
| Gain on sale of loans | 1,465 | 1,582 | 567 | 1,470 | 249 | 3,614 | 459 | |||||||||||||||||||||
| Gains (loss) on Panacea Financial Holdings investment | (165 | ) | 400 | - | 20 | 294 | 235 | 32,322 | ||||||||||||||||||||
| Gain on sale-leaseback | - | - | - | 50,573 | - | - | - | |||||||||||||||||||||
| Loss on sales of investment securities | - | - | - | (14,777 | ) | - | - | - | ||||||||||||||||||||
| Gain (loss) on other investments | (134 | ) | 5,961 | 49 | 33 | 381 | 5,876 | 126 | ||||||||||||||||||||
| Other | 2,344 | 1,004 | 933 | 1,413 | 800 | 4,281 | 2,660 | |||||||||||||||||||||
| Noninterest income | 12,921 | 22,034 | 13,555 | 50,016 | 11,969 | 48,510 | 62,334 | |||||||||||||||||||||
| Employee compensation and benefits | 20,539 | 20,267 | 19,556 | 25,535 | 18,523 | 60,362 | 53,524 | |||||||||||||||||||||
| Occupancy and equipment expenses | 5,044 | 4,799 | 4,617 | 4,459 | 3,481 | 14,460 | 9,893 | |||||||||||||||||||||
| Virginia franchise tax expense | 713 | 695 | 611 | 577 | 576 | 2,019 | 1,730 | |||||||||||||||||||||
| FDIC Insurance assessment | 634 | 854 | 738 | 918 | 999 | 2,226 | 2,813 | |||||||||||||||||||||
| Data processing expense | 2,099 | 2,342 | 2,188 | 2,421 | 2,369 | 6,629 | 8,255 | |||||||||||||||||||||
| Marketing expense | 717 | 934 | 760 | 472 | 450 | 2,411 | 1,684 | |||||||||||||||||||||
| Telecommunication and communication expense | 307 | 350 | 311 | 352 | 309 | 968 | 920 | |||||||||||||||||||||
| Professional fees | 1,345 | 2,886 | 1,860 | 3,730 | 2,509 | 6,091 | 7,147 | |||||||||||||||||||||
| Miscellaneous lending expenses | 2,081 | 1,128 | 728 | 634 | 231 | 3,937 | 1,965 | |||||||||||||||||||||
| Other expenses | 3,676 | 3,952 | 2,385 | 3,066 | 2,866 | 10,013 | 8,840 | |||||||||||||||||||||
| Noninterest expense | 37,155 | 38,207 | 33,754 | 42,164 | 32,313 | 109,116 | 96,771 | |||||||||||||||||||||
| Income before income taxes | 10,927 | 12,130 | 10,326 | 36,265 | 8,737 | 33,383 | 36,289 | |||||||||||||||||||||
| Income tax expense | 2,255 | 2,704 | 3,014 | 6,725 | 1,907 | 7,973 | 7,988 | |||||||||||||||||||||
| Net Income | 8,672 | 9,426 | 7,312 | 29,540 | 6,830 | 25,410 | 28,301 | |||||||||||||||||||||
| Noncontrolling interest | - | - | - | - | - | - | 3,602 | |||||||||||||||||||||
| Net income available to Primis' common shareholders | $ | 8,672 | $ | 9,426 | $ | 7,312 | $ | 29,540 | $ | 6,830 | $ | 25,410 | $ | 31,903 | ||||||||||||||
9
Primis Financial Corp.
(Dollars in thousands)
Loan Portfolio Composition
| For Three Months Ended: | ||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | ||||||||||||||||
| Loans held for sale | $ | 161,449 | $ | 231,990 | $ | 223,180 | $ | 166,066 | $ | 202,372 | ||||||||||
| Loans secured by real estate: | ||||||||||||||||||||
| Commercial real estate - owner occupied | 567,774 | 560,515 | 534,897 | 510,088 | 495,739 | |||||||||||||||
| Commercial real estate - non-owner occupied | 527,883 | 522,383 | 540,154 | 567,092 | 592,480 | |||||||||||||||
| Secured by farmland | 2,434 | 2,479 | 2,386 | 3,407 | 3,642 | |||||||||||||||
| Construction and land development | 149,509 | 153,906 | 151,426 | 131,757 | 102,227 | |||||||||||||||
| Residential 1-4 family | 570,589 | 558,782 | 560,711 | 576,866 | 564,087 | |||||||||||||||
| Multi-family residential | 149,458 | 137,953 | 150,475 | 140,261 | 137,804 | |||||||||||||||
| Home equity lines of credit | 67,582 | 61,985 | 61,786 | 61,738 | 62,458 | |||||||||||||||
| Total real estate loans | 2,035,229 | 1,998,003 | 2,001,835 | 1,991,209 | 1,958,437 | |||||||||||||||
| Commercial loans | 1,180,572 | 1,184,862 | 1,104,438 | 970,492 | 915,158 | |||||||||||||||
| Paycheck Protection Program loans | 1,705 | 1,713 | 1,716 | 1,719 | 1,723 | |||||||||||||||
| Consumer loans | 277,640 | 277,248 | 283,605 | 315,407 | 319,977 | |||||||||||||||
| Total Non-PCD loans | 3,495,146 | 3,461,826 | 3,391,594 | 3,278,827 | 3,195,295 | |||||||||||||||
| PCD loans | 4,490 | 4,562 | 4,772 | 4,856 | 4,939 | |||||||||||||||
| Total loans receivable, net of deferred fees | $ | 3,499,636 | $ | 3,466,388 | $ | 3,396,366 | $ | 3,283,683 | $ | 3,200,234 | ||||||||||
| For Three Months Ended: | ||||||||||||||||||||
| (Dollars in thousands) | 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | |||||||||||||||
| Loans by Risk Grade: | ||||||||||||||||||||
| Pass Grade 1 - Highest Quality | $ | 90 | $ | 128 | $ | 119 | $ | 87 | $ | 666 | ||||||||||
| Pass Grade 2 - Good Quality | 160,761 | 152,946 | 160,228 | 178,999 | 168,177 | |||||||||||||||
| Pass Grade 3 - Satisfactory Quality | 1,641,071 | 1,537,862 | 1,556,700 | 1,882,934 | 1,842,958 | |||||||||||||||
| Pass Grade 4 - Pass | 1,501,630 | 1,591,207 | 1,469,542 | 1,026,499 | 1,034,035 | |||||||||||||||
| Pass Grade 5 - Pass/ Watch(1) | 28,633 | 14,599 | 13,765 | - | - | |||||||||||||||
| Pass Grade 6 - Special Mention(2) | 75,659 | 75,213 | 49,308 | 48,683 | 7,004 | |||||||||||||||
| Grade 7 - Substandard(2) | 84,243 | 86,884 | 139,155 | 138,932 | 139,847 | |||||||||||||||
| Grade 8 - Doubtful(2) | 7,549 | 7,549 | 7,549 | 7,549 | 7,547 | |||||||||||||||
| Grade 9 - Loss(2) | - | - | - | - | - | |||||||||||||||
| Total loans | $ | 3,499,636 | $ | 3,466,388 | $ | 3,396,366 | $ | 3,283,683 | $ | 3,200,234 | ||||||||||
(Dollars in thousands)
Asset Quality Information
| For Three Months Ended: | ||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | ||||||||||||||||
| Allowance for Credit Losses: | ||||||||||||||||||||
| Balance at beginning of period | $ | (45,964 | ) | $ | (46,381 | ) | $ | (45,883 | ) | $ | (44,766 | ) | $ | (45,985 | ) | |||||
| Recovery of (provision for) credit losses | (1,149 | ) | (5,452 | ) | (1,549 | ) | (2,439 | ) | 49 | |||||||||||
| Net charge-offs | 1,546 | 5,869 | 1,051 | 1,322 | 1,170 | |||||||||||||||
| Ending balance | $ | (45,567 | ) | $ | (45,964 | ) | $ | (46,381 | ) | $ | (45,883 | ) | $ | (44,766 | ) | |||||
| Reserve for Unfunded Commitments: | ||||||||||||||||||||
| Balance at beginning of period | $ | (831 | ) | $ | (870 | ) | $ | (1,006 | ) | $ | (1,133 | ) | $ | (1,152 | ) | |||||
| Recovery of (provision for) unfunded loan commitment reserve | 113 | 39 | 136 | 127 | 19 | |||||||||||||||
| Total Reserve for Unfunded Commitments | $ | (718 | ) | $ | (831 | ) | $ | (870 | ) | $ | (1,006 | ) | $ | (1,133 | ) | |||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | ||||||||||||||||
| Non-Performing Assets: | ||||||||||||||||||||
| Nonaccrual loans | $ | 59,018 | $ | 61,847 | $ | 84,949 | $ | 84,823 | $ | 84,973 | ||||||||||
| Accruing loans delinquent 90 days or more | 5,806 | 5,827 | 20,222 | 1,713 | 1,713 | |||||||||||||||
| Total non-performing assets | $ | 64,824 | $ | 67,674 | $ | 105,171 | $ | 86,536 | $ | 86,686 | ||||||||||
| SBA guaranteed portion of non-performing loans | $ | 3,402 | $ | 4,491 | $ | 5,033 | $ | 4,482 | $ | 4,682 | ||||||||||
(1) In first quarter of 2026, the Company expanded its risk grade matrix to include Pass Grade 5 - Pass/ Watch.
(2) In first quarter of 2026, due to the expansion of the risk grade matrix, Special Mention, Substandard, Doubtful and Loss loans that were in risk grades 5, 6, 7 and 8, respectively in 2025, were migrated to risk grades 6, 7, 8 and 9, respectively in 2026.
10
Primis Financial Corp.
(Dollars in thousands)
Average Balance Sheet
| For Three Months Ended: | For Nine Months Ended: | |||||||||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | 3Q 2026 | 3Q 2025 | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Loans held for sale | $ | 196,449 | $ | 207,590 | $ | 159,007 | $ | 162,854 | $ | 130,061 | $ | 187,819 | $ | 136,273 | ||||||||||||||
| Loans, net of deferred fees | 3,398,668 | 3,379,938 | 3,297,456 | 3,238,184 | 3,143,155 | 3,359,058 | 3,039,443 | |||||||||||||||||||||
| Investment securities | 175,278 | 177,451 | 176,582 | 220,343 | 247,008 | 176,432 | 247,243 | |||||||||||||||||||||
| Other earning assets | 165,944 | 164,006 | 161,199 | 115,908 | 101,278 | 163,734 | 95,430 | |||||||||||||||||||||
| Total earning assets | 3,936,339 | 3,928,985 | 3,794,244 | 3,737,289 | 3,621,502 | 3,887,043 | 3,518,389 | |||||||||||||||||||||
| Other assets | 274,149 | 272,805 | 261,466 | 244,183 | 232,636 | 269,520 | 245,786 | |||||||||||||||||||||
| Total assets | $ | 4,210,488 | $ | 4,201,790 | $ | 4,055,710 | $ | 3,981,472 | $ | 3,854,138 | $ | 4,156,563 | $ | 3,764,175 | ||||||||||||||
| Liabilities and equity | ||||||||||||||||||||||||||||
| Demand deposits | $ | 542,184 | $ | 565,815 | $ | 533,570 | $ | 498,681 | $ | 481,697 | $ | 547,221 | $ | 465,327 | ||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||||||
| NOW and other demand accounts | 894,250 | 856,254 | 838,845 | 837,231 | 834,839 | 863,319 | 820,859 | |||||||||||||||||||||
| Money market accounts | 795,993 | 777,265 | 750,380 | 740,915 | 756,361 | 774,713 | 767,729 | |||||||||||||||||||||
| Savings accounts | 973,431 | 950,932 | 922,152 | 934,092 | 922,048 | 949,026 | 853,474 | |||||||||||||||||||||
| Time deposits | 306,878 | 311,192 | 316,281 | 315,943 | 324,614 | 311,416 | 329,832 | |||||||||||||||||||||
| Total Deposits | 3,512,736 | 3,461,458 | 3,361,228 | 3,326,862 | 3,319,559 | 3,445,695 | 3,237,221 | |||||||||||||||||||||
| Borrowings | 176,465 | 219,946 | 181,185 | 205,767 | 117,697 | 192,515 | 117,454 | |||||||||||||||||||||
| Total Funding | 3,689,201 | 3,681,404 | 3,542,413 | 3,532,629 | 3,437,256 | 3,638,210 | 3,354,675 | |||||||||||||||||||||
| Other Liabilities | 83,067 | 86,339 | 86,090 | 50,978 | 36,720 | 85,154 | 37,211 | |||||||||||||||||||||
| Total liabilites | 3,772,268 | 3,767,743 | 3,628,503 | 3,583,607 | 3,473,976 | 3,723,364 | 3,391,886 | |||||||||||||||||||||
| Primis common stockholders' equity | 438,220 | 434,047 | 427,207 | 397,865 | 380,162 | 433,199 | 368,295 | |||||||||||||||||||||
| Noncontrolling interest | — | — | — | — | — | — | 3,994 | |||||||||||||||||||||
| Total stockholders' equity | 438,220 | 434,047 | 427,207 | 397,865 | 380,162 | 433,199 | 372,289 | |||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 4,210,488 | $ | 4,201,790 | $ | 4,055,710 | $ | 3,981,472 | $ | 3,854,138 | $ | 4,156,563 | $ | 3,764,175 | ||||||||||||||
| Net Interest Income | ||||||||||||||||||||||||||||
| Loans held for sale | $ | 2,487 | $ | 3,142 | $ | 2,376 | $ | 2,511 | $ | 2,085 | $ | 8,005 | $ | 4,895 | ||||||||||||||
| Loans | 53,309 | 49,785 | 47,758 | 47,856 | 46,772 | 150,852 | 133,643 | |||||||||||||||||||||
| Investment securities | 1,940 | 1,950 | 1,911 | 1,841 | 1,894 | 5,802 | 5,728 | |||||||||||||||||||||
| Other earning assets | 1,498 | 1,445 | 1,481 | 1,118 | 1,015 | 4,423 | 2,850 | |||||||||||||||||||||
| Total Earning Assets Income | 59,234 | 56,322 | 53,526 | 53,326 | 51,766 | 169,082 | 147,116 | |||||||||||||||||||||
| Non-interest bearing DDA | - | - | - | - | - | - | - | |||||||||||||||||||||
| NOW and other interest-bearing demand accounts | 4,743 | 4,446 | 4,244 | 4,124 | 4,549 | 13,433 | 13,667 | |||||||||||||||||||||
| Money market accounts | 5,162 | 4,916 | 4,539 | 4,615 | 5,229 | 14,617 | 15,920 | |||||||||||||||||||||
| Savings accounts | 7,860 | 7,575 | 7,202 | 7,599 | 8,070 | 22,637 | 22,281 | |||||||||||||||||||||
| Time deposits | 2,432 | 2,451 | 2,517 | 2,639 | 2,723 | 7,400 | 8,592 | |||||||||||||||||||||
| Total Deposit Costs | 20,197 | 19,388 | 18,502 | 18,977 | 20,571 | 58,087 | 60,460 | |||||||||||||||||||||
| Borrowings | 2,727 | 3,179 | 2,950 | 3,497 | 2,163 | 8,856 | 6,080 | |||||||||||||||||||||
| Total Funding Costs | 22,924 | 22,567 | 21,452 | 22,474 | 22,734 | 66,943 | 66,540 | |||||||||||||||||||||
| Net Interest Income | $ | 36,310 | $ | 33,755 | $ | 32,074 | $ | 30,852 | $ | 29,032 | $ | 102,139 | $ | 80,576 | ||||||||||||||
| Net Interest Margin | ||||||||||||||||||||||||||||
| Loans held for sale | 5.02 | % | 6.07 | % | 6.06 | % | 6.12 | % | 6.36 | % | 5.70 | % | 4.80 | % | ||||||||||||||
| Loans | 6.22 | % | 5.91 | % | 5.87 | % | 5.86 | % | 5.90 | % | 6.00 | % | 5.88 | % | ||||||||||||||
| Investments | 4.39 | % | 4.41 | % | 4.39 | % | 3.31 | % | 3.04 | % | 4.40 | % | 3.10 | % | ||||||||||||||
| Other Earning Assets | 3.58 | % | 3.53 | % | 3.73 | % | 3.83 | % | 3.98 | % | 3.61 | % | 3.99 | % | ||||||||||||||
| Total Earning Assets | 5.97 | % | 5.75 | % | 5.72 | % | 5.66 | % | 5.67 | % | 5.82 | % | 5.59 | % | ||||||||||||||
| NOW | 2.10 | % | 2.08 | % | 2.05 | % | 1.95 | % | 2.16 | % | 2.08 | % | 2.23 | % | ||||||||||||||
| MMDA | 2.57 | % | 2.54 | % | 2.45 | % | 2.47 | % | 2.74 | % | 2.52 | % | 2.77 | % | ||||||||||||||
| Savings | 3.20 | % | 3.20 | % | 3.17 | % | 3.23 | % | 3.47 | % | 3.19 | % | 3.49 | % | ||||||||||||||
| CDs | 3.14 | % | 3.16 | % | 3.23 | % | 3.31 | % | 3.33 | % | 3.18 | % | 3.48 | % | ||||||||||||||
| Cost of Interest Bearing Deposits | 2.70 | % | 2.69 | % | 2.65 | % | 2.66 | % | 2.88 | % | 2.68 | % | 2.92 | % | ||||||||||||||
| Cost of Deposits | 2.28 | % | 2.25 | % | 2.23 | % | 2.26 | % | 2.46 | % | 2.25 | % | 2.50 | % | ||||||||||||||
| Other Funding | 6.13 | % | 5.80 | % | 6.60 | % | 6.74 | % | 7.29 | % | 6.15 | % | 6.92 | % | ||||||||||||||
| Total Cost of Funds | 2.47 | % | 2.46 | % | 2.46 | % | 2.52 | % | 2.62 | % | 2.46 | % | 2.65 | % | ||||||||||||||
| Net Interest Margin | 3.66 | % | 3.45 | % | 3.43 | % | 3.28 | % | 3.18 | % | 3.51 | % | 3.06 | % | ||||||||||||||
| Net Interest Spread | 3.08 | % | 2.84 | % | 2.83 | % | 2.72 | % | 2.62 | % | 2.92 | % | 2.51 | % | ||||||||||||||
11
Primis Financial Corp.
(Dollars in thousands, except per share data)
| For Three Months Ended: | For Nine Months Ended: | |||||||||||||||||||||||||||
| 3Q 2026 | 2Q 2026 | 1Q 2026 | 4Q 2025 | 3Q 2025 | 3Q 2026 | 3Q 2025 | ||||||||||||||||||||||
| Reconciliation of Non-GAAP items: | ||||||||||||||||||||||||||||
| Net income available to Primis' common shareholders | $ | 8,672 | $ | 9,426 | $ | 7,312 | $ | 29,540 | $ | 6,830 | $ | 25,410 | $ | 31,903 | ||||||||||||||
| Non-GAAP adjustments to Net Income: | ||||||||||||||||||||||||||||
| Loss on sale of investment securities | - | - | - | 14,777 | - | - | - | |||||||||||||||||||||
| Branch Consolidation / Other restructuring | - | - | - | - | - | - | 144 | |||||||||||||||||||||
| Professional fee expense related to accounting matters and LPF sale | - | - | - | - | - | - | 1,125 | |||||||||||||||||||||
| Gain on sale-leaseback | - | - | - | (50,573 | ) | - | - | - | ||||||||||||||||||||
| Transaction costs related to sale-leaseback | - | - | - | 1,126 | - | - | - | |||||||||||||||||||||
| Gains on Panacea Financial Holdings investment | - | - | - | - | - | - | (32,028 | ) | ||||||||||||||||||||
| Loss on sale of closed bank branch buildings | - | - | - | - | - | - | 107 | |||||||||||||||||||||
| Gain on investment in Bearing Insurance | - | (5,853 | ) | - | - | - | (5,853 | ) | - | |||||||||||||||||||
| Tax expense related to de-consolidation gain in 2025 on PFH investment | - | 759 | 759 | - | - | 1,518 | - | |||||||||||||||||||||
| Income tax effect | - | 1,264 | - | 7,489 | - | 1,264 | 5,929 | |||||||||||||||||||||
| Operating net income available to Primis' common shareholders | $ | 8,672 | $ | 5,596 | $ | 8,071 | $ | 2,359 | $ | 6,830 | $ | 22,339 | $ | 7,180 | ||||||||||||||
| Net income available to Primis' common shareholders | $ | 8,672 | $ | 9,426 | $ | 7,312 | $ | 29,540 | $ | 6,830 | $ | 25,410 | $ | 31,903 | ||||||||||||||
| Income tax expense | 2,255 | 2,704 | 3,014 | 6,725 | 1,907 | 7,973 | 7,988 | |||||||||||||||||||||
| Provision (benefit) for credit losses (incl. unfunded commitment expense/benefit) | 1,036 | 5,413 | 1,413 | 2,312 | (68 | ) | 7,862 | 9,862 | ||||||||||||||||||||
| Pre-tax pre-provision earnings | $ | 11,963 | $ | 17,543 | $ | 11,739 | $ | 38,577 | $ | 8,669 | $ | 41,245 | $ | 49,753 | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | - | (5,853 | ) | - | (34,670 | ) | - | (5,853 | ) | (30,652 | ) | |||||||||||||||||
| Pre-tax pre-provision operating earnings | $ | 11,963 | $ | 11,690 | $ | 11,739 | $ | 3,907 | $ | 8,669 | $ | 35,392 | $ | 19,101 | ||||||||||||||
| Return on average assets | 0.80 | % | 0.90 | % | 0.76 | % | 2.94 | % | 0.70 | % | 0.82 | % | 1.13 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | (0.37 | )% | 0.08 | % | (2.71 | )% | 0.00 | % | (0.10 | )% | (0.88 | )% | ||||||||||||||
| Operating return on average assets | 0.80 | % | 0.53 | % | 0.84 | % | 0.23 | % | 0.70 | % | 0.72 | % | 0.25 | % | ||||||||||||||
| Return on average assets | 0.80 | % | 0.90 | % | 0.76 | % | 2.94 | % | 0.70 | % | 0.82 | % | 1.13 | % | ||||||||||||||
| Effect of tax expense | 0.21 | % | 0.26 | % | 0.30 | % | 0.67 | % | 0.20 | % | 0.26 | % | 0.28 | % | ||||||||||||||
| Effect of provision for credit losses (incl. unfunded commitment expense) | 0.10 | % | 0.52 | % | 0.14 | % | 0.23 | % | (0.01 | )% | 0.25 | % | 0.35 | % | ||||||||||||||
| Pre-tax pre-provision return on average assets | 1.11 | % | 1.68 | % | 1.20 | % | 3.84 | % | 0.89 | % | 1.33 | % | 1.76 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | (0.56 | )% | 0.00 | % | (3.45 | )% | 0.00 | % | (0.19 | )% | (1.09 | )% | ||||||||||||||
| Pre-tax pre-provision operating return on average assets | 1.11 | % | 1.12 | % | 1.20 | % | 0.39 | % | 0.89 | % | 1.14 | % | 0.67 | % | ||||||||||||||
| Return on average common equity | 7.67 | % | 8.71 | % | 7.24 | % | 29.46 | % | 7.13 | % | 7.89 | % | 11.58 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | (3.54 | )% | 0.72 | % | (27.10 | )% | 0.00 | % | (0.94 | )% | (8.97 | )% | ||||||||||||||
| Operating return on average common equity | 7.67 | % | 5.17 | % | 7.96 | % | 2.36 | % | 7.13 | % | 6.95 | % | 2.61 | % | ||||||||||||||
| Effect of goodwill and other intangible assets | 2.08 | % | 1.48 | % | 2.23 | % | 0.71 | % | 2.32 | % | 1.91 | % | 0.89 | % | ||||||||||||||
| Operating return on average tangible common equity | 9.75 | % | 6.65 | % | 10.19 | % | 3.07 | % | 9.45 | % | 8.86 | % | 3.50 | % | ||||||||||||||
| Efficiency ratio | 75.47 | % | 68.48 | % | 73.97 | % | 52.14 | % | 78.81 | % | 72.43 | % | 67.71 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | 8.03 | % | 0.00 | % | 38.91 | % | 0.00 | % | 2.93 | % | 18.32 | % | ||||||||||||||
| Operating efficiency ratio | 75.47 | % | 76.51 | % | 73.97 | % | 91.05 | % | 78.81 | % | 75.36 | % | 86.03 | % | ||||||||||||||
| Earnings per common share - Basic | $ | 0.35 | $ | 0.38 | $ | 0.30 | $ | 1.20 | $ | 0.28 | $ | 1.03 | $ | 1.29 | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | - | (0.15 | ) | 0.03 | (1.10 | ) | - | (0.13 | ) | (1.00 | ) | |||||||||||||||||
| Operating earnings per common share - Basic | $ | 0.35 | $ | 0.23 | $ | 0.33 | $ | 0.10 | $ | 0.28 | $ | 0.90 | $ | 0.29 | ||||||||||||||
| Earnings per common share - Diluted | $ | 0.35 | $ | 0.38 | $ | 0.30 | $ | 1.20 | $ | 0.28 | $ | 1.03 | $ | 1.29 | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | - | (0.15 | ) | 0.03 | (1.10 | ) | - | (0.13 | ) | (1.00 | ) | |||||||||||||||||
| Operating earnings per common share - Diluted | $ | 0.35 | $ | 0.23 | $ | 0.33 | $ | 0.10 | $ | 0.28 | $ | 0.90 | $ | 0.29 | ||||||||||||||
| Book value per common share | $ | 17.57 | $ | 17.49 | $ | 17.25 | $ | 17.12 | $ | 15.51 | $ | 17.57 | $ | 15.51 | ||||||||||||||
| Effect of goodwill and other intangible assets | (3.76 | ) | (3.77 | ) | (3.78 | ) | (3.78 | ) | (3.80 | ) | (3.76 | ) | (3.80 | ) | ||||||||||||||
| Tangible book value per common share | $ | 13.81 | $ | 13.72 | $ | 13.47 | $ | 13.34 | $ | 11.71 | $ | 13.81 | $ | 11.71 | ||||||||||||||
| Net charge-offs as a percent of average loans (annualized) | 0.17 | % | 0.65 | % | 0.12 | % | 0.16 | % | 0.14 | % | 0.34 | % | 0.79 | % | ||||||||||||||
| Impact of third-party consumer portfolio | 0.00 | % | (0.12 | )% | (0.06 | )% | (0.11 | )% | (0.11 | )% | (0.08 | )% | (0.71 | )% | ||||||||||||||
| Core net charge-offs as a percent of average loans (annualized) | 0.17 | % | 0.53 | % | 0.06 | % | 0.05 | % | 0.03 | % | 0.26 | % | 0.08 | % | ||||||||||||||
| Total Primis common stockholders' equity | $ | 435,832 | $ | 433,829 | $ | 427,198 | $ | 422,896 | $ | 382,153 | $ | 435,832 | $ | 382,153 | ||||||||||||||
| Less goodwill and other intangible assets | (93,475 | ) | (93,482 | ) | (93,488 | ) | (93,495 | ) | (93,502 | ) | (93,475 | ) | (93,502 | ) | ||||||||||||||
| Tangible common equity | $ | 342,357 | $ | 340,347 | $ | 333,710 | $ | 329,401 | $ | 288,651 | $ | 342,357 | $ | 288,651 | ||||||||||||||
| Common equity to assets | 10.14 | % | 9.96 | % | 10.04 | % | 10.45 | % | 9.66 | % | 10.14 | % | 9.66 | % | ||||||||||||||
| Effect of goodwill and other intangible assets | (2.00 | )% | (1.97 | )% | (2.02 | )% | (2.12 | )% | (2.18 | )% | (2.00 | )% | (2.18 | )% | ||||||||||||||
| Tangible common equity to tangible assets | 8.14 | % | 7.99 | % | 8.02 | % | 8.33 | % | 7.48 | % | 8.14 | % | 7.48 | % | ||||||||||||||
12
Exhibit 99.2
Primis Financial Corp. NASDAQ: FRST Third Quarter 2026
Forward - Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements other than statements of historical fact are forward - looking statements . Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in general . These forward - looking statements include, but are not limited to, our expectations regarding our future operating and financial performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment ; our outlook and long - term goals for future growth and new offerings and services ; our expectations regarding net interest margin ; expectations on our growth strategy, expense management, capital management and future profitability ; expectations on credit quality and performance ; and the assumptions underlying our expectations . Prospective investors are cautioned that any such forward - looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward - looking statements . Forward - looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties . Actual results may differ materially from those contemplated by such forward - looking statements . Factors that might cause such differences include, but are not limited to : instability in global economic conditions and geopolitical matters ; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas ; adverse developments in borrower industries ; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions ; the impact of tariffs, trade policies, and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U . S . exports, disruptions to supply chains, and decreased demand for other banking products and services) ; the Company’s ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, Banking Valet fulfillment service, Mortgage Warehouse division and Primis Mortgage Company, as well as with respect to use and implementation of artificial intelligence ; competitive pressures among financial institutions increasing significantly (including as a result of technological changes and the use and continued development of artificial intelligence) ; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices ; legislative, regulatory or supervisory actions related to so - called “de - banking,” including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational practices ; changes in management’s plans for the future ; credit risk associated with our lending activities ; changes in accounting principles, policies, or guidelines ; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions ; potential impacts of adverse developments in the banking industry, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto ; potential increases in the provision for credit losses ; our ability to identify and address increased cybersecurity risks, including those impacting vendors and other second parties ; fraud or misconduct by internal or external actors, which we may not be able to prevent, detect or mitigate ; acts of God or of war or other conflicts, civil unrest, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions ; action or inaction by the federal government, including as a result of any prolonged government shutdown ; and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services . Forward - looking statements speak only as of the date on which such statements are made . These forward - looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10 - K for the year ended December 31 , 2025 , under the captions “Cautionary Note Regarding Forward - Looking Statements” and “Risk Factors,” and in the Company’s Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K . The Company undertakes no obligation to update any forward - looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events , unless required by law . Readers are cautioned not to place undue reliance on these forward - looking statements . 2
Non - GAAP Measures Statements included in this presentation include non - GAAP financial measures and should be read along with the accompanying tables . Primis uses non - GAAP financial measures to analyze its performance . The measures entitled operating net income (loss) available to Primis' common shareholders ; pre - tax pre - provision operating earnings ; operating return on average assets ; pre - tax pre - provision operating return on average assets ; operating return on average common equity ; operating return on average tangible common equity ; operating efficiency ratio ; operating earnings per share – basic ; operating earnings per share – diluted ; core operating expense burden, tangible book value per share ; tangible common equity ; tangible common equity to tangible assets ; and core net interest margin are not measures recognized under GAAP and therefore are considered non - GAAP financial measures . We use the term “operating” to describe a financial measure that excludes income or expense considered to be non - recurring in nature . Items identified as non - operating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward - looking trends in our business . A reconciliation of these non - GAAP financial measures to the most comparable GAAP measures is provided when discussing the financial measure or in the Reconciliation of Non - GAAP Items table . Management believes that these non - GAAP financial measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results, financial strength and performance of Primis and provide meaningful comparison to its peers . Non - GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Primis’ performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Primis . Non - GAAP financial measures are not standardized and, therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names . Non - GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP . 3
Company Overview Corp. Headquarters: Bank Headquarters: Branches: Ticker (NASDAQ): Pricing as of October 20, 2026. Financial data as of or for the three months ended September 30, 2026. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Capital IQ McLean, VA Glen Allen, VA 24 FRST Valuation Market Capitalization ($MM): Price / Book Value per Share: Price / Tangible Book Value (1) : Price / 2026 Estimated EPS (2) : Price / 2027 Estimated EPS (2) : Dividend Yield: $389 0.89x 1.13x 10.18x 7.90x 2.55% Key Metrics Total Assets: Total Loans HFI: Total Deposits: TCE / TA (1) : ROAA: ROATCE (1) : Net Interest Margin: Cost of Core Bank Deposits: $4.30B $3.50B $3.47B 8.14% 0.80% 9.75% 3.66% 1.63% 4
• Margin expanded 21 bps vs Q2’26 (14 bps excluding interest recovery) • Demonstrated core earnings power that continues to build • If mortgage net overhead was just breakeven in Q3’26, consolidated ROAA would have been approx. 1.00% • Material operating leverage expected to continue • Diversified business lines provide strong earnings base : • Core Bank ROA of 1.42% • Mortgage Warehouse loans up 53% YoY to $501MM with PTPP ROA >2% • Primis Mortgage funded $347MM in Q3’26, up 13% YoY (YTD funded volume of $1.1B, up 42% YoY) • Panacea loans up 37 % annualized from June 30, 2026 ( including HFS) Q3 2026 Financial Highlights (1) Dollars in Millions, except per share (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. 5 As of or for the Nine Months Ended September 30 As of or for the Three Months Ended September 30 2025 2026 2025 2026 $31.90 $25.41 $6.83 $8.67 Net Income (Loss) $19.10 $33.98 $8.67 $11.96 Pre - Tax Pre - Provision Op. Net Income(1) 1.13% 0.82% 0.70% 0.80% ROAA 0.67% 1.10% 0.89% 1.11% Pre - Tax Pre - Provision Op. ROAA(1) $80.6 $102.1 $29.0 $36.3 Net Interest Income 3.06% 3.51% 3.18% 3.66% Net Interest Margin $3,955 $4,300 $3,955 $4,300 Total Assets $3,200 $3,500 $3,200 $3,500 Gross Loans HFI $3,336 $3,473 $3,336 $3,473 Total Deposits $3,518 $3,887 $3,622 $3,936 Average Earning Assets $465 $547 $482 $542 Avg. Noninterest Bearing Deposits (“NIB”) 14.4% 15.9% 14.5% 15.4% Avg. NIB / Avg. Total Deposits 7.48% 8.14% 7.48% 8.14% TCE / TA $11.71 $13.81 $11.71 $13.81 Tangible Book Value per Share
• Core Bank is 100% core funded with customers that walk in our branches or use our technology • Banking Valet service (proprietary branch delivery app) used extensively: • Over 87 % are commercial customers • Directly generated over $75MM of deposits • Focus on NIB driving results with NIB 21 % of Core Bank deposits • Extremely limited efforts on Investor CRE • Lending focused on Residential Builders, C&I and OO CRE Core Bank — Steady & Profitable Dollars in thousands. (1) Core Bank results based on management reporting excluding business lines and with estimated corporate allocations and income statement items are stated in thousands. 6 Core Bank Balance Sheet & Earnings (1 ) Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 $22,489 $21,482 $22,071 $22,696 $22,722 Net Interest Income $280 $3,147 ($328) $935 $189 Provision (recovery) $2,833 $2,947 $1,894 $1,898 $1,996 Non - Interest Income $13,507 $13,817 $13,401 $13,441 $14,081 Non - Interest Expense $11,816 $10,612 $10,563 $11,154 $10,638 Pre - Tax Pre - Provision $11,536 $7,465 $10,891 $10,219 $10,448 Pre - Tax Income $2,250 $1,456 $2,124 $1,993 $2,037 Taxes $9,287 $6,009 $8,767 $8,226 $8,411 Net Income 1.42% 0.93% 1.37% 1.26% 1.27% Return on Assets (Adjusted) 1.46% 1.34% 1.36% 1.38% 1.30% Pre Provision ROA (Adjusted) 3.78% 3.65% 3.77% 3.79% 3.71% Net Interest Margin 53.73% 56.42% 55.22% 55.06% 57.40% Efficiency Consolidated 1.64% 1.68% 1.77% 1.79% 1.84% Overhead Ratio
Highly Scalable Business at 6.84 % Yield in Q3 • Q3’26 YTD operating ratios on $399 million in average loans: • PTPP ROAA: 2.57% • Yields: 6.80% • Margin: 3.41% (with FTP funding) • Efficiency: 25% • Q3’26 average loans of $427 million up slightly from Q2’26 in the face of substantial industry headwinds • Low cost/NIB balances are generally were 11% of average loans in Q3’26 Mortgage Warehouse Lending Dollars in Millions 7 • $2.0 billion in commitments with 183 customers • Yields structured to be the note rate with floors to protect bank margin and fees that generate approximately 75 - 100bps over note rate $327 $318 $460 $544 $501 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 53% Growth in Loan Balances YoY
• Attractive platform allows for selective recruiting to position for higher volumes • Aggressively eliminating costs for the current environment • $40 million of construction - to - perm loans closed in Q3’26 • Attractive fee income and rates during construction with wider than average GOS margin at sale • YTD funded volume of $1.1 billion through Q3’26, up 42% from $797 million in the same period of 2025 Primis Mortgage Dollars in Millions 8 Managing Through Rate Environment $151 $230 $165 $308 $367 $347 Q1'24 Q3'24 Q1'25 Q3'25 Q1'26 Q3'26 13% Growth YoY Funded
• Growth in Q3’26: • 23% Growth in Loans YoY • 56% Growth in Deposits YoY • $39 million of commercial loans moved to held for sale at September 30, 2026 • $32 million sold in Q3’26 • Banking over 7,500 doctors and their practices • #1 Ranked "Bank for Doctors" on Google Panacea Financial Dollars in Millions Loan balance includes loans held for sale. 9 Growth in Balance Sheet $133 $128 $153 $169 $207 $548 $544 $600 $617 $674 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Total Deposits Total Loans
Net Interest Margin & Income 10 Net Interest Margin • $570 million of fixed rate loans with a 5.31% weighted average coupon reprice over the next 4 quarters • Additional $530 million of floating - rate loans are indexed to Prime and SOFR and reprice directly with Fed rate moves • Bank’s focus is squarely on deposit mix and continued momentum in checking through Banking Valet advantage 3.66% 3.45% 3.43% 3.28% 3.18% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25
Balance Sheet – Loans and Deposits by Type and Division 11 Panacea $635 18% Life Premium Finance $122 4% Consumer Program $69 2% Mortgage Warehouse $501 14% Core Bank $2,173 62% Loans by Portfolio Type (Millions) Digital $1,044 30% Mortgage Warehouse $39 1% Panacea $207 6% Core Bank $2,183 63% Deposits by Division (Millions) Dollars in Millions Loan balances represent loans held for investment (HFI) only; excludes loans held for sale.
Deposit Composition – Q3’26 Deposits Dollars in Millions 12 • Approximately 80% of our commercial checking balances have Banking Valet • Even with vastly scalable lending strategies, we can grow deposits faster with zero pressure on the core bank’s relationship pricing or profitability • NIB average balance growth of 13% year - over - year • Core Bank benefitting from Banking Valet convenience for customers • Warehouse funding 10% - 15% of outstanding balances with NIB Deposit and Cost Trends Demand Deposits 14% NOW Accounts 26% Money Market Accounts 23% Savings Accounts 28% Time Deposits 9% $3,473 $3,446 $3,423 $3,396 $3,336 2.28% 2.25% 2.23% 2.26% 2.46% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 Total Deposits Cost of Deposits
75.47% 76.51% 73.97% 91.05% 78.81% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 Efficiency and Operating Expense (1) See reconciliation of Non - GAAP financial measures on slide 19 . 13 • Core operating expense burden of $24.2 million in Q3’26 versus $24.9 million in Q2’26 and $ 21.6 million in Q3’25 • All 2026 quarters include approx. $1.4 million of lease expense , net of reduced depreciation, from the Q4’25 sale - leaseback • Q3’26 also included approx. $ 1.4 million of loan related expenses and approx. $ 0.4 million of professional fees and other third - party expenses • Excluding these, core burden essentially flat with the Q2’26 run rate and below Q3’25 when adjusting for net lease expense • Approx . $ 3.0 million of annualized savings expected from vendor consolidation and statement services beginning early 2027 • Quarterly amortization of digital platform development costs of $0.8 million expected to end in Q3’27 • Aggressively pursuing additional efficiencies through AI to drive further operating leverage as revenue grows Operating Efficiency Ratio (1) Core Opex Burden – 5 Quarters Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 ($ in thousands) 37,155 38,207 33,754 42,164 32,313 Reported Noninterest Expense - - - ($1,126) - Nonrecurring ($10,159) ($11,526) ($10,545) ($10,048) ($8,214) Primis Mortgage Expenses ($2,674) ($1,507) ($1,040) ($2,614) ($2,100) Panacea Net Expense ($281) ($300) ($347) ($391) ($439) Consumer Program Servicing Fee $113 $39 $136 $127 $19 Reserve for Unfunded Commitment ($13,001) ($13,294) ($11,796) ($14,052) ($10,734) Total Adjustments $24,154 $24,913 $21,958 $28,112 $21,579 Core Operating Expense Burden
Loan Portfolio (1) Dollars in millions 14 Non - Owner Occupied CRE Breakdown (1) • Hotel down to $156 million from ~$300 million in early 2020 • Debt coverage over 1.50x • C&I largest asset class and growing • Concentrated in Mortgage Warehouse and Panacea • Room to grow C&D with recent success with high quality builders • Office weighted average LTV of 64% CRE - OO 16% CRE - NOO 15% C&D 4% Residential 21% C&I 34% Consumer 8% Other 2% Hotel $156 Office $150 Retail $57 Assisted Living $37 Mixed Use $45 Warehouse/Industrial $31 All other $53
Asset Quality (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Excludes SBA guaranteed portion of loans. 15 Classified Loans / Total Loans (ex. PPP) (2) Core NCOs / Average Loans (1) • Nonaccrual loans down $2.8 million to $59.0 million in Q3’26 • NPAs/Assets of 1.43% at September 30, 2026 versus 1.45% at June 30, 2026 • Provision of $1.1 million for Q3’26 largely driven by loan growth in the quarter • ACL to total loans of 1.30% • Core net charge - offs of 0.17% (annualized) in Q3’26 versus 0.53% in Q2’26 • Q3’26 C/O’s largely driven by one credit previously reserved for 0.03% 0.05% 0.06% 0.53% 0.17% Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 2.53% 2.60% 4.18% 4.33% 4.46% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25
Capital Ratios CET1 ratio estimated and subject to revision pending regulatory filings. (1) See reconciliation of Non - GAAP financial measures on slide 19. 16 CET1 Ratio TCE / TA (1) 9.62% 9.33% 9.18% 9.36% 8.62% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 8.14% 7.99% 8.02% 8.33% 7.48% Q3'26 Q2'26 Q1'26 Q4'25 Q3'25
Per Share Results (1) See reconciliation of Non - GAAP financial measures on slide 19 (2) Data from Capital IQ with pricing as of October 20, 2026 (3) Peers based on FRST proxy compensation peer group 17 Increasing Tangible Book Value Per Share (1) Significant Upside Just to Peer Group Average (3) • 2027 estimates are achievable and lead to attractive ROE • 33% upside to the peer group average valuation of 1.5x $13.81 $13.72 $13.47 $13.34 $11.71 Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 0.56 1.10 1.13 1.24 1.29 1.32 1.38 1.45 1.61 1.74 1.91 2.50 3.06 BCBP MNSB MVBF FRBA FRST JMSB SFST CARE BRBS MPB CBAN CFFI CCNE HTB SHBI PFIS BWFG ORRF CCBG SMBK ACNB MCBS FCBC CHCO Price / Tangible Book(2) 7.9 8.6 9.5 9.6 9.9 10.1 10.6 11.2 11.5 12.0 13.2 14.7 16.2 FRST CBAN JMSB CCNE MPB ORRF PFIS SFST MNSB FRBA SHBI CFFI MCBS HTB ACNB BWFG MVBF CARE SMBK BCBP CCBG CHCO FCBC Price/ 2027 Earnings Per Share (2)
• Desirable and profitable Core Bank paired with attractive nationwide business lines • Profitability thesis intact – absent mortgage market disruption Q3’26 would have hit 1.00% ROAA • Attractive valuation relative to peers • Board and management team focused on driving shareholder value Investment Summary 18
Reconciliation of Non - GAAP Terms 19 Dollars in Thousands, except per share Q3'26 Q2'26 Q1'26 Q4'25 Q3'25 $8,672 $9,426 $7,312 $29,540 $6,830 Net income available to Primis' common shareholders Non - GAAP adjustments to Net Income: $14,777 Loss on sale of investment securities ($50,573) Gain on sale - leaseback $1,126 Transaction costs related to sale - leaseback ($5,853) Gain on investment in Bearing Insurance $759 $759 Tax expense related to de - consolidation gain in 2025 on Panacea Financial Holdings investment $1,264 $7,489 Income tax effect $8,672 $5,596 $8,071 $2,359 $6,830 Operating net income (loss) available to Primis' common shareholders 0.80% 0.90% 0.76% 2.94% 0.70% Return on average assets 0.00% (0.37%) 0.08% (2.71%) 0.00% Effect of adjustment for nonrecurring income and expenses 0.80% 0.53% 0.84% 0.23% 0.70% Operating return on average assets 7.67% 8.71% 7.24% 29.46% 7.13% Return on average common equity 0.00% (3.54%) 0.72% (27.10%) 0.00% Effect of adjustment for nonrecurring income and expenses 7.67% 5.17% 7.96% 2.36% 7.13% Operating return on average common equity 2.08% 1.48% 2.23% 0.71% 2.32% Effect of goodwill and other intangible assets 9.75% 6.65% 10.19% 3.07% 9.45% Operating return on average tangible common equity 75.47% 68.48% 73.97% 52.14% 78.81% Efficiency ratio 0.00% 8.03% 0.00% 38.91% 0.00% Effect of adjustment for nonrecurring income and expenses 75.47% 76.51% 73.97% 91.05% 78.81% Operating efficiency ratio $17.57 $17.49 $17.25 $17.12 $15.51 Book value per common share ($3.76) ($3.77) ($3.78) ($3.78) ($3.80) Effect of goodwill and other intangible assets $13.81 $13.72 $13.47 $13.34 $11.71 Tangible book value per common share 0.17% 0.65% 0.12% 0.16% 0.14% Net charge - offs as a percent of average loans (annualized) 0.00% (0.12%) (0.06%) (0.11%) (0.11%) Impact of third - party consumer portfolio 0.17% 0.53% 0.06% 0.05% 0.03% Core net charge - offs as a percent of average loans (annualized) 10.14% 9.96% 10.04% 10.45% 9.66% Common equity to assets (2.00%) (1.97%) (2.02%) (2.12%) (2.18%) Effect of goodwill and other intangible assets 8.14% 7.99% 8.02% 8.33% 7.48% Tangible common equity to tangible assets