8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2022

PRIMIS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Virginia	001-33037	20-1417448
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6830 Old Dominion Drive McLean , Virginia **** 22101

(Address of Principal Executive Offices) (Zip Code)

( 703 ) 893-7400

(Registrant's telephone number, including area code)

Not Applicable

(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:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	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:

Title of each class	Trading Symbol(s)	Name of each exchanged on which registered
COMMON STOCK	FRST	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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Item 4.01Changes in Registrant’s Certifying Accountant.

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Primis Financial Corp. (the “Company”) was notified that Dixon Hughes Goodman LLP (“DHG”), the Company’s independent registered public accounting firm, merged with BKD, LLP (“BKD”) on June 1, 2022, and the combined practice now operates under the name FORVIS, LLP (“FORVIS”). The Audit Committee of the Company’s Board of Directors has approved the engagement of FORVIS as its independent registered public accounting firm effective June 1, 2022.

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During the last two fiscal years ended December 31, 2021 and during the subsequent interim period to June 1, 2022, there have not been any disagreements between the Company and DHG on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which disagreements, that if not resolved to the satisfaction of DHG, would have caused DHG to make reference to the subject matter of the disagreements in connection with its report.

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During the last two fiscal years ended December 31, 2021 and during the subsequent interim period to June 1, 2022, the Company did not consult with BKD on either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements or any other matter or reportable event listed in Items 304(a)(2)(i) or (ii) of Regulation S-K.

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The Company has provided FORVIS with a copy of the disclosures contained in this report, and has requested FORVIS to furnish the Company a letter addressed to the Commission stating whether FORVIS agrees with the above statements. A copy of that letter, dated June 6, 2022, is filed as Exhibit 16.1.

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Item 9.01          Financial Statements and Exhibits.

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Exhibit No.		Description
16.1	​	Letter from FORVIS, LLP dated June 6, 2022
104	​	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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​ SIGNATURES

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

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​	PRIMIS FINANCIAL CORP.
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​	By:	/s/ Matthew A. Switzer
June 6, 2022	​	Matthew A. Switzer
​	​	Chief Financial Officer

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​ Exhibit 16.1

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June 6, 2022

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U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

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Ladies and Gentlemen:

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We have read Item 4.01 of Form 8-K dated June 6, 2022, of Primis Financial Corp. and are in agreement with the statements therein concerning Dixon Hughes Goodman LLP, BKD, LLP and FORVIS, LLP.  We have no basis to agree or disagree with other statements of the registrant contained therein.

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/s/ FORVIS, LLP (formerly, Dixon Hughes Goodman LLP)

Greenville, NC