8-K
Primis Financial Corp. (FRST)
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): October 23, 2025
Primis Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
| Virginia | 001-33037 | 20-1417448 |
|---|---|---|
| (State or Other Jurisdiction of <br><br>Incorporation) | (Commission File Number) | (I.R.S. Employer Identification <br><br>Number) |
1676International Drive, Suite 900, McLean , Virginia
22102
(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:
| ¨ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange 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 (§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 2.02. Results of Operations and Financial Condition.
On October 23, 2025, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the period ended September 30, 2025. 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 23, 2025, Primis issued a press release announcing the declaration of a dividend payable on November 21, 2025 to shareholders of record as of November 7, 2025. 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 23, 2025
99.2 Primis Financial Corp. Third Quarter 2025 Investor Presentation
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 23, 2025 | By: | /s/ Matthew A. Switzer |
| Matthew A. Switzer | ||
| Chief Financial Officer |
Exhibit 99.1
Primis Financial Corp. Reports Earnings perShare for the Third Quarter of 2025
Declares Quarterly Cash Dividend of $0.10 PerShare
For immediate release
Thursday, October 23, 2025
McLean, Virginia, October 23, 2025 – 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 $7 million, or $0.28 per diluted share, for the quarter ended September 30, 2025, compared to $1 million, or $0.05 per diluted share, for the quarter ended September 30, 2024.
For the nine months ended September 30, 2025, the Company reported net income available to common shareholders of $32 million, or $1.29 per diluted share, compared to a net income available to common shareholders of $7 million or $0.29 per diluted share, for the same period in 2024.
Commenting on the quarter, Dennis J. Zember, Jr., President and Chief Executive Officer, stated, “We are excited to see the profitability improvement we have been driving towards finally bear fruit this quarter. Adjusting for reversed interest and short-term expenses expected to decline in the next quarter described below, management estimates run-rate pre-tax earnings were $11 million in the third quarter which equates to an approximately 90 basis point return on assets. The tremendous momentum in all of our business lines combined with strong operating leverage will drive this profitability higher into 2026.”
Operating Results
Operating results in the quarter continue to point to the necessary momentum on key areas to achieve the operating results that management expects. Significant items occurring during the third quarter of 2025 were:
| · | Improved net interest margin – the Company’s<br>net interest margin for the third quarter of 2025 was 3.18% and core net interest margin was 3.15%^(1)^ for the third quarter<br>of 2025, up from 2.97% and 2.80%^(1)^, respectively, in the same quarter a year ago. Adjusting for interest reversals on loans<br>that moved to nonaccrual in the quarter, the core net interest margin would have been 3.23% for the third quarter of 2025. Continued rebuilding<br>of earning asset levels coupled with favorable deposit pricing was responsible for the improvement during the third quarter of 2025. Management<br>expects further improvement in the fourth quarter of 2025 due to rate cuts experienced late in the third quarter of 2025. |
|---|---|
| · | Significant operating leverage continues as the<br>Company’s continued growth in revenue with little to no increase in operating expenses has improved operating performance and points<br>to the advantages of the Company’s scalable strategies. Total revenue, excluding gains realized on the sale of the Panacea Financial<br>Holdings, Inc. (“PFH”) stock, increased during the linked quarter by $5 million, while expenses increased by only $400 thousand. |
| --- | --- |
| · | Spread revenue exceeds levels experienced before<br>the sale of Life Premium Finance (“LPF”) in the fall of 2024 with only two-thirds of the balances replaced so far. |
| --- | --- |
| · | Ending balances of non-interest bearing checking<br>accounts were higher by 16% compared to the same quarter in 2024. Growth in checking balances associated with national lines of business<br>as well as in the core bank supported by V1BE contributed to growth for five straight quarters. |
| --- | --- |
| · | Total loan balances in the Company’s third<br>party originated consumer loan book continued to shrink, ending at $101 million as of September 30, 2025, a decline of $79 million or<br>44% from the same period in 2024. Provisions associated with the loan portfolio were $0.3 million in the third quarter of 2025 compared<br>to $4.0 million in the same quarter of 2024. |
| --- | --- |
1
Significant Improvement In All Divisions
As discussed in previous quarters, the Company spent substantial time and energy in 2024 focusing the organization on its core bank and lines of business that drive premium operating results. The third quarter of 2025 demonstrated progress in key areas that are expected to continue and build through the rest of the year and into 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 represented almost two thirds of the Company’s total balance sheet. Management believes the core bank’s value amongst its regional peers is undeniable given how well its balance sheet is positioned:
| · | The Core bank has low concentrations of investor<br>CRE (26% of total loans and only 213% of regulatory capital) |
|---|---|
| · | A robust pipeline of mostly new customers to<br>the bank with yields that are incremental to the Bank’s margin |
| --- | --- |
| · | Cost of deposits of 1.73% in the third quarter<br>of 2025 compared to 2.29% in the same quarter in 2024. |
| --- | --- |
| · | Zero brokered deposits and low utilization of<br>FHLB borrowings. |
| --- | --- |
| · | A proprietary banking app for commercial depositors<br>that drives new sales independent of lending efforts in and around our region. |
| --- | --- |
Approximately 20% of the core bank’s deposit base are noninterest bearing deposits, supported with what management believes is the region’s best and most unique technology including the Bank’s proprietary V1BE service, which directly supports more than $200 million of mostly commercial clients in the Bank’s footprint. Approximately $30 million of checking accounts are associated with customers that use V1BE every week. The Company is frequently approached by other community banks looking to use this technology with their own customers. Primis is currently implementing enhancements to make V1BE easier to license to other banks and expects to have its first customer onboard in the near future.
Primis Mortgage
Primis Mortgage has closed mortgage volume of $308 million in the third quarter of 2025, up 34% compared to the same quarter in 2024. Pre-tax earnings for Primis mortgage were approximately $1.9 million for the third quarter of 2025, up substantially from $0.1 million in the second quarter of 2025, which was impacted by the addition of new teams, and $1.1 million for the third quarter of 2024.
Mortgage Warehouse
Mortgage warehouse lending activity was significant in the first three quarters of 2025 following the expansion of the team in the fall of 2024. Outstanding loan balances at September 30, 2025 were $327 million, up 77% from $185 million at June 30, 2025 and up 411% from $64 million at December 31, 2024. Committed facilities ended the third quarter of 2025 at $1 billion versus $804 million at June 30, 2025 and $349 million at the end of 2024. Mortgage warehouse also funded approximately 10% of its balance sheet with associated customer noninterest bearing deposit balances totaling $34 million at September 30, 2025, up 66% from June 30, 2025.
Panacea Financial
Panacea’s growth remained strong through the third quarter of 2025 with loans outstanding of $548 million, up 40% compared to the same quarter in 2024, including loans held for sale. At the end of the third quarter of 2025, Panacea customer deposits totaled $133 million, up 47% from September 30, 2024. Panacea continues to have success recruiting healthcare bankers and supporting these bankers with customer acquisition efforts through brand recognition, social media and endorsement from influential industry associations. Efforts to secure flow agreements and build capital market strategies that will allow for faster growth in customer acquisition without straining the Company’s balance sheet or concentrations are underway and expected to be in place shortly. Panacea is the number one ranked “Bank for doctors” on Google and banks over 7,500 professionals and practices nationwide.
2
Digital Platform
Funding for the national strategies is provided exclusively by the Bank’s digital platform powered by what the Bank believes is one the safest and most functional deposit accounts in the nation. Because of the scalability of the platform, there is no pressure whatsoever on the core bank to provide funding and risk the profitable, decades old relationships with core customers.
The platform ended the third quarter of 2025 with over $1.0 billion of deposits with a cost of deposits of 4.07% in the month of September 2025, compared to $0.9 billion at September 30, 2024 with a cost of 4.91%. Over 1,000 of our digital accounts have come from referrals from another customer and approximately 77% of our consumer accounts have been with the bank for over two years.
Net Interest Income
Net interest income in the third quarter of 2025 was $29 million compared to $28 million in the third quarter of 2024. The Company’s net interest margin improved as well, moving higher to 3.18% in the third quarter of 2025 compared to 2.97% in the same quarter of 2024. Adjusting for reversed interest of $0.7 million on loans moving to nonaccrual, net interest income would have been $30 million in the third quarter of 2025.
Commenting on the improvement in spread income and margins, Mr. Zember said, “We have spent the last year divesting the consumer loan book and the life premium finance book and building scale and revenues in mortgage warehouse. We had conviction in the timing on warehouse and in our team and through three quarters of this strategy, it is increasingly clear that this was the right move. Total loans in this division averaged $210 million in the third quarter of 2025 with approximately $2.1 million of net interest income, compared to an immaterial amount of activity in the year-ago period. We are confident that the growth in warehouse will far outpace the expected runoff in the other portfolios and that revenues and margins will continue to benefit from this strategic move.”
Cost of deposits in the bank have benefitted from both the core bank’s management of interest expense as well as on the digital platform. In the third quarter of 2025, the Company reported cost of interest-bearing deposits of 2.88% compared to 3.48% in the same quarter in 2024. Additional rate adjustments were made late in the third quarter of 2025 after the Federal Reserve reduced rates by 0.25% that are expected to drive costs lower in the fourth quarter with an estimated beta of 70%.
Noninterest Income
Noninterest income was $12 million in the third quarter of 2025 versus $9 million in the third quarter of 2024. Mortgage related income grew 31% to $9 million in the third quarter of 2025 compared to $7 million in the same quarter in 2024. Noninterest income associated with the Consumer Program was $0.3 million in the third quarter of 2025 compared to $0.6 million in the second quarter of 2025 and $0.1 million in the third quarter of 2024. Noninterest income from the consumer program will be increasingly immaterial going forward as promotional loans have declined to only $7 million at the end of the third quarter of 2025. Other service charges and deposit related fees were $1.4 million for the third quarter of 2025 and flat compared to the third quarter of 2024. Noninterest income also included $0.3 million of gain related to mark-to-market adjustments of the Company’s shares in PFH.
Noninterest Expense
Noninterest expense was $32 million for the third quarter of 2025, compared to $31 million for the same quarter of 2024. Expenses in the third quarter of 2025 include $1.1 million in legal fees associated with mortgage recruiting that management expects to normalize in the fourth quarter of 2025 and the first quarter of 2026.
Material items affecting total operating expenses were increases in salaries and benefits of $2 million or 11% compared to the third quarter of 2024. The mortgage company and its growth in production and revenues accounted for all of the growth in salaries and benefits while the remainder of the bank managed to reflect a very slight decline in total compensation costs. For the third quarter of 2025, the mortgage company reported $7 million in total salaries and benefits, an increase of $2 million or 35% compared to the same period in 2024. The remainder of the Company reported total compensation costs of $11 million in the third quarter of 2025, down slightly from the $12 million reported in the third quarter of 2024. Collectively, we believe the management of staff and related costs over the twelve month period described here evidences management’s successful approach at operating leverage.
3
Data processing expenses in the quarter were $2.4 million compared to $2.6 million in the same quarter in 2024. Management expects some continued decline in the coming quarter as the Company’s new contract terms only benefitted the Company for two out of three months in the third quarter of 2025 with savings equal to approximately $0.4 million per month.
Professional fees were down in the third quarter of 2025 to $2.5 million compared to $2.9 million in the same period in 2024. Fees in the current quarter contain the $1.1 million noted above related to mortgage recruiting that management expects to abate in the coming quarters. Excluding these mortgage related amounts, management believes professional fees in the $1.5 million range to be appropriate. Occupancy expense was also higher by approximately $0.3 million related to branch expenses that are not expected to continue in the fourth quarter.
Lastly, net expense attributable to the Panacea division was approximately $1.7 million higher in the third quarter of 2025 than both the second quarter of 2025 and third quarter of 2024. This higher expense was offset by higher revenue and recovery of provision for credit losses related to the division that combined increased $2.1 million in the third 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) | 3Q25 | 2Q25 | 1Q25 | 4Q24 | 3Q24 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported Noninterest Expense | 32,313 | $ | 31,927 | $ | 32,516 | $ | 37,841 | $ | 30,603 | |||||
| PFH Consolidated Expenses | - | - | (4,754 | ) | (3,641 | ) | (2,576 | ) | ||||||
| Noninterest Expense Excl. PFH | 32,313 | 31,927 | 27,762 | 34,200 | 28,027 | |||||||||
| Nonrecurring | - | (232 | ) | (1,144 | ) | (3,686 | ) | (1,000 | ) | |||||
| Primis Mortgage Expenses | (8,214 | ) | (8,514 | ) | (5,569 | ) | (6,354 | ) | (6,436 | ) | ||||
| Panacea Net Expense | (2,100 | ) | (370 | ) | 384 | 115 | (439 | ) | ||||||
| Consumer Program Servicing Fee | (439 | ) | (518 | ) | (622 | ) | (681 | ) | (699 | ) | ||||
| Reserve for Unfunded Commitment | 19 | (18 | ) | (13 | ) | 6 | (96 | ) | ||||||
| Total Adjustments | (10,734 | ) | (9,652 | ) | (6,964 | ) | (10,600 | ) | (8,670 | ) | ||||
| Core Operating Expense Burden | 21,579 | $ | 22,275 | $ | 20,798 | $ | 23,600 | $ | 19,357 |
All values are in US Dollars.
Loan Portfolio and Asset Quality
Loans held for investment increased to $3.2 billion at September 30, 2025 compared to $3.1 billion at June 30, 2025 and $3.0 billion at September 30, 2024 prior to the sale of the Life Premium Finance portfolio. Important drivers in these levels are seen below:
| · | Core Bank loans totaled $2.1 billion at September<br>30, 2025 compared to $2.2 billion at September 30, 2024. |
|---|---|
| · | Panacea Financial loans grew $155 million or<br>40% to $548 million over the past 12 months ending September 30, 2024. |
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| · | Mortgage warehouse outstandings improved to $327<br>million at the end of the third quarter of 2025 compared to only $15 million at the same time in 2024. Approved lines grew substantially<br>during the third quarter of 2025 to $1.0 billion, up approximately 40% since June 30, 2025. |
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| · | Loan balances associated with the consumer loan<br>program declined to $101 million at September 30, 2025, net of the fair value discounts compared to $180 million at September 30, 2024.<br>Importantly, loans in promotional periods with full deferral were only $4.8 million or 5% of gross loans at September 30, 2025 compared<br>to $56 million or 31% of total loans a year ago. |
| --- | --- |
| · | Investor CRE as a percentage of regulatory capital<br>was 213% at both September 30, 2025 and September 30, 2024. |
| --- | --- |
Nonperforming assets, excluding portions guaranteed by the SBA, were 2.07% of total assets at September 30, 2025 compared to 1.90% of total assets at June 30, 2025. The increase in nonperforming assets was largely due to one commercial loan that was downgraded in the third quarter of 2025. This loan was evaluated for impairment at September 30, 2025 with no impairment determined to be required at that time. The increase of nonaccrual loans of $32 million in the third quarter of 2025 was largely due to the loan noted above and a separate commercial relationship that was 90 days past due at June 30, 2025 but subsequently moved to nonaccrual. This loan was already substandard and impaired by approximately $5 million in the fourth quarter of 2024. As in prior quarters, the Bank has no other real estate owned at the end of the third quarter of 2025.
4
The Company recorded a recovery of credit losses of $49 thousand for the third quarter of 2025 compared to a provision for credit losses of $8 million for both the second quarter of 2025 and third quarter in 2024. The recovery of credit losses was driven by the changing mix of the Bank’s loan portfolio to loan categories with lower reserve requirements and the move of approximately $53 million of commercial loans to held for sale. As previously stated, the Company moved the Consumer Program loan book into its held for investment loan portfolio in the first quarter of 2025 and evaluated the portfolio using its CECL model at that time. Based on performance during the quarter, there was provision expense of $274 thousand associated with the Consumer Program in the third quarter of 2025. As a percentage of loans held for investment, the allowance for credit losses was 1.40% at the end of the third quarter of 2025 compared to 1.72% at the end of the third quarter of 2024. Total allowance and discounts on the Consumer Program loan portfolio totaled $10.4 million at September 30, 2025 which represents 9.5% of gross principal balance and 346% of loans more than one period delinquent as of that date.
Deposits and Funding
Total deposits at September 30, 2025 were essentially flat at $3.3 billion when compared to the same period in 2024, although the mix of deposits has improved significantly with the growth in checking accounts. Noninterest bearing demand deposits were $490 million at September 30, 2025, an annualized growth rate of 16% compared to balances at September 30, 2024. The Company had FHLB advances totaling $85 million outstanding at September 30, 2025 that resulted from a spike in mortgage activity at the end of the quarter.
Shareholders’ Equity
Tangible book value per common share^(1)^ at the end of the third quarter of 2025 was $11.71, an increase of $1.29 or 12% from levels reported at December 31, 2024. Tangible common equity^(1)^ ended the third quarter of 2025 at $289 million, or 7.48% of tangible assets^(1)^.
The Board of Directors declared a dividend of $0.10 per share payable on November 21, 2025 to shareholders of record on November 7, 2025. This is Primis’ fifty-sixth consecutive quarterly dividend.
About Primis Financial Corp.
As of September 30, 2025, Primis had $4.0 billion in total assets, $3.2 billion in total loans held for investment and $3.3 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through twenty-four 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 24, 2025 at 10:00 a.m. (ET). A live Webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/859535228. Participants may also call 1-888-330-3573 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days by calling 1-800-770-2030 and providing Replay Access Code 4440924.
5
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 net income adjusted for nonrecurring income and expenses; pre-tax pre-provision operating earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average equity; operating return on average tangible equity; operating efficiency ratio; operating earnings per share – basic; operating earnings per share – diluted; 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 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.
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.
6
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; 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, V1BE fulfillment service, Mortgage Warehouse division and Primis Mortgage Company; the risks associated with the Life Premium Finance sale, including failure to achieve the expected impact to our operating results; competitive pressures among financial institutions increasing significantly; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or 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 highlighted by high-profile bank failures, 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 third 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, 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, 2024, 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. Readers are cautioned not to place undue reliance on these forward-looking statements.
| (1) | Non-GAAP financial measure. Please see “Reconciliationof Non-GAAP Items” in the financial tables for more information and for a reconciliation to GAAP. |
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7
Primis Financial Corp.
Financial Highlights (unaudited)
(Dollars in thousands, except per share data)
| For Three Months Ended: | For Nine Months Ended: | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Selected Performance Ratios: | 3Q<br> 2025 | 2Q<br> 2025 | 1Q<br> 2025 | 4Q<br> 2024 | 3Q 2024 | 3Q 2025 | 3Q 2024 | ||||||||||||||
| Return on average assets | 0.70 | % | 0.26 | % | 2.52 | % | (2.43 | )% | 0.12 | % | 1.13 | % | 0.24 | % | |||||||
| Operating<br> return on average assets^(1)^ | 0.70 | % | (0.34 | )% | 0.40 | % | (2.51 | )% | 0.20 | % | 0.25 | % | 0.31 | % | |||||||
| Pre-tax pre-provision return on average<br> assets | 0.89 | % | 1.20 | % | 3.32 | % | 0.44 | % | 0.86 | % | 1.76 | % | 0.87 | % | |||||||
| Pre-tax<br> pre-provision operating return on average assets^(1)^ | 0.89 | % | 0.44 | % | 0.71 | % | 0.33 | % | 0.96 | % | 0.67 | % | 0.96 | % | |||||||
| Return on average common equity | 7.13 | % | 2.57 | % | 26.66 | % | (24.28 | )% | 1.31 | % | 11.58 | % | 2.55 | % | |||||||
| Operating<br> return on average common equity^(1)^ | 7.13 | % | (3.40 | )% | 4.21 | % | (25.13 | )% | 2.15 | % | 2.61 | % | 3.32 | % | |||||||
| Operating<br> return on average tangible common equity^(1)^ | 9.45 | % | (4.51 | )% | 5.78 | % | (33.33 | )% | 2.86 | % | 3.50 | % | 4.45 | % | |||||||
| Cost of funds | 2.62 | % | 2.67 | % | 2.67 | % | 2.97 | % | 3.25 | % | 2.65 | % | 3.13 | % | |||||||
| Net interest margin | 3.18 | % | 2.86 | % | 3.15 | % | 2.90 | % | 2.97 | % | 3.06 | % | 2.85 | % | |||||||
| Core<br> net interest margin^(1)^ | 3.15 | % | 3.12 | % | 3.13 | % | 2.91 | % | 2.80 | % | 3.13 | % | 2.83 | % | |||||||
| Gross loans to deposits | 95.92 | % | 93.65 | % | 96.04 | % | 91.06 | % | 89.94 | % | 95.92 | % | 89.94 | % | |||||||
| Efficiency ratio | 78.81 | % | 73.92 | % | 55.39 | % | 96.41 | % | 82.82 | % | 67.71 | % | 81.30 | % | |||||||
| Operating<br> efficiency ratio^(1)^ | 78.81 | % | 88.67 | % | 91.97 | % | 98.92 | % | 79.92 | % | 86.03 | % | 78.75 | % | |||||||
| Per Common Share Data: | |||||||||||||||||||||
| Earnings per common share - Basic | $ | 0.28 | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 1.29 | $ | 0.29 | ||||||
| Operating<br> earnings per common share - Basic^(1)^ | $ | 0.28 | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.29 | $ | 0.38 | |||||
| Earnings per common share - Diluted | $ | 0.28 | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 1.29 | $ | 0.29 | ||||||
| Operating<br> earnings per common share - Diluted^(1)^ | $ | 0.28 | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.29 | $ | 0.38 | |||||
| Book value per common share | $ | 15.51 | $ | 15.27 | $ | 15.19 | $ | 14.23 | $ | 15.41 | $ | 15.51 | $ | 15.41 | |||||||
| Tangible<br> book value per common share^(1)^ | $ | 11.71 | $ | 11.48 | $ | 11.40 | $ | 10.42 | $ | 11.59 | $ | 11.71 | $ | 11.59 | |||||||
| Cash dividend per common share | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.30 | $ | 0.30 | |||||||
| Weighted average shares outstanding - Basic | 24,632,202 | 24,701,319 | 24,706,593 | 24,701,260 | 24,695,685 | 24,679,766 | 24,683,556 | ||||||||||||||
| Weighted average shares outstanding - Diluted | 24,643,889 | 24,714,229 | 24,722,734 | 24,701,260 | 24,719,920 | 24,693,328 | 24,710,345 | ||||||||||||||
| Shares outstanding at end of period | 24,644,385 | 24,643,185 | 24,722,734 | 24,722,734 | 24,722,734 | 24,644,385 | 24,722,734 | ||||||||||||||
| Asset Quality Ratios: | |||||||||||||||||||||
| Non-performing assets as a percent of<br> total assets, excluding SBA guarantees | 2.07 | % | 1.90 | % | 0.28 | % | 0.29 | % | 0.25 | % | 2.07 | % | 0.25 | % | |||||||
| Net charge-offs (recoveries) as a percent<br> of average loans (annualized) | 0.14 | % | 0.80 | % | 1.47 | % | 3.83 | % | 0.93 | % | 0.79 | % | 0.52 | % | |||||||
| Core<br> net charge-offs (recoveries) as a percent of average loans (annualized)^(1)^ | 0.03 | % | 0.15 | % | 0.06 | % | 0.05 | % | 0.11 | % | 0.08 | % | (0.10 | )% | |||||||
| Allowance for credit losses to total<br> loans | 1.40 | % | 1.47 | % | 1.45 | % | 1.86 | % | 1.72 | % | 1.40 | % | 1.72 | % | |||||||
| Capital Ratios: | |||||||||||||||||||||
| Common equity to assets | 9.66 | % | 9.72 | % | 10.16 | % | 9.53 | % | 9.47 | % | |||||||||||
| Tangible<br> common equity to tangible assets^(1)^ | 7.48 | % | 7.49 | % | 7.82 | % | 7.16 | % | 7.29 | % | |||||||||||
| Leverage<br> ratio^(2)^ | 8.32 | % | 8.34 | % | 8.71 | % | 7.76 | % | 8.20 | % | |||||||||||
| Common<br> equity tier 1 capital ratio^(2)^ | 8.62 | % | 8.92 | % | 9.35 | % | 8.74 | % | 8.23 | % | |||||||||||
| Tier<br> 1 risk-based capital ratio^(2)^ | 8.91 | % | 9.22 | % | 9.66 | % | 9.05 | % | 8.51 | % | |||||||||||
| Total<br> risk-based capital ratio^(2)^ | 12.02 | % | 12.43 | % | 12.96 | % | 12.53 | % | 11.68 | % |
^(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.
8
Primis Financial Corp.
(Dollars in thousands)
Condensed Consolidated Balance Sheets (unaudited)
| For Three Months Ended: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3Q 2025 | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | |||||||||||
| Assets | |||||||||||||||
| Cash and cash equivalents | $ | 63,881 | $ | 94,074 | $ | 57,044 | $ | 64,505 | $ | 77,274 | |||||
| Investment securities-available for sale | 234,660 | 242,073 | 241,638 | 235,903 | 242,543 | ||||||||||
| Investment securities-held to maturity | 8,550 | 8,850 | 9,153 | 9,448 | 9,766 | ||||||||||
| Loans held for sale | 202,372 | 126,869 | 74,439 | 247,108 | 458,722 | ||||||||||
| Loans receivable, net of deferred fees | 3,200,234 | 3,130,521 | 3,043,348 | 2,887,447 | 2,973,723 | ||||||||||
| Allowance for credit losses | (44,766 | ) | (45,985 | ) | (44,021 | ) | (53,724 | ) | (51,132 | ) | |||||
| Net loans | 3,155,468 | 3,084,536 | 2,999,327 | 2,833,723 | 2,922,591 | ||||||||||
| Stock in Federal Reserve Bank and Federal Home Loan Bank | 17,035 | 12,998 | 12,983 | 13,037 | 20,875 | ||||||||||
| Bank premises and equipment, net | 19,380 | 19,642 | 19,210 | 19,432 | 19,668 | ||||||||||
| Operating lease right-of-use assets | 9,427 | 9,927 | 10,352 | 10,279 | 10,465 | ||||||||||
| Goodwill and other intangible assets | 93,502 | 93,508 | 93,804 | 94,124 | 94,444 | ||||||||||
| Assets held for sale, net | 775 | 2,181 | 2,420 | 5,497 | 9,864 | ||||||||||
| Bank-owned life insurance | 68,504 | 68,048 | 67,609 | 67,184 | 66,750 | ||||||||||
| Deferred tax assets, net | 17,328 | 19,466 | 21,399 | 26,466 | 25,582 | ||||||||||
| Consumer Program derivative asset | 408 | 1,177 | 1,597 | 4,511 | 7,146 | ||||||||||
| Investment in Panacea Financial Holdings, Inc. common stock | 6,880 | 6,586 | 21,277 | - | - | ||||||||||
| Other assets | 56,679 | 81,791 | 65,058 | 58,898 | 58,657 | ||||||||||
| Total assets | $ | 3,954,849 | $ | 3,871,726 | $ | 3,697,310 | $ | 3,690,115 | $ | 4,024,347 | |||||
| Liabilities and stockholders' equity | |||||||||||||||
| Demand deposits | $ | 489,728 | $ | 477,705 | $ | 455,768 | $ | 438,917 | $ | 421,231 | |||||
| NOW accounts | 831,709 | 858,624 | 819,606 | 817,715 | 748,833 | ||||||||||
| Money market accounts | 737,634 | 744,321 | 785,552 | 798,506 | 835,099 | ||||||||||
| Savings accounts | 958,416 | 935,527 | 777,736 | 775,719 | 873,810 | ||||||||||
| Time deposits | 318,865 | 326,496 | 330,210 | 340,178 | 427,458 | ||||||||||
| Total deposits | 3,336,352 | 3,342,673 | 3,168,872 | 3,171,035 | 3,306,431 | ||||||||||
| Securities sold under agreements to repurchase - short term | 3,954 | 4,370 | 4,019 | 3,918 | 3,677 | ||||||||||
| Federal Home Loan Bank advances | 85,000 | - | - | - | 165,000 | ||||||||||
| Secured borrowings | 15,403 | 16,449 | 16,729 | 17,195 | 17,495 | ||||||||||
| Subordinated debt and notes | 96,091 | 96,020 | 95,949 | 95,878 | 95,808 | ||||||||||
| Operating lease liabilities | 10,682 | 11,195 | 11,639 | 11,566 | 11,704 | ||||||||||
| Other liabilities | 25,214 | 24,604 | 24,539 | 25,541 | 27,169 | ||||||||||
| Total liabilities | 3,572,696 | 3,495,311 | 3,321,747 | 3,325,133 | 3,627,284 | ||||||||||
| Total Primis common stockholders' equity | 382,153 | 376,415 | 375,563 | 351,756 | 381,022 | ||||||||||
| Noncontrolling interest | - | - | - | 13,226 | 16,041 | ||||||||||
| Total stockholders' equity | 382,153 | 376,415 | 375,563 | 364,982 | 397,063 | ||||||||||
| Total liabilities and stockholders' equity | $ | 3,954,849 | $ | 3,871,726 | $ | 3,697,310 | $ | 3,690,115 | $ | 4,024,347 | |||||
| Tangible common equity^(1)^ | $ | 288,651 | $ | 282,907 | $ | 281,759 | $ | 257,632 | $ | 286,578 |
Primis Financial Corp.
(Dollars in thousands)
Condensed Consolidated Statementof Operations (unaudited)
| For Three Months Ended: | For Nine Months Ended: | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3Q 2025 | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 3Q 2025 | 3Q 2024 | ||||||||||||||
| Interest and dividend income | $ | 51,766 | $ | 47,627 | $ | 47,723 | $ | 51,338 | $ | 57,104 | $ | 147,116 | $ | 159,656 | ||||||
| Interest expense | 22,734 | 22,447 | 21,359 | 25,261 | 29,081 | 66,540 | 81,511 | |||||||||||||
| Net interest income | 29,032 | 25,180 | 26,364 | 26,077 | 28,023 | 80,576 | 78,145 | |||||||||||||
| Provision for (recovery of) credit losses | (49 | ) | 8,303 | 1,596 | 33,483 | 7,511 | 9,850 | 17,138 | ||||||||||||
| Net interest income (loss) after provision for credit losses | 29,081 | 16,877 | 24,768 | (7,406 | ) | 20,512 | 70,726 | 61,007 | ||||||||||||
| Account maintenance and deposit service fees | 1,358 | 1,675 | 1,339 | 1,276 | 1,398 | 4,372 | 4,722 | |||||||||||||
| Income from bank-owned life insurance | 456 | 438 | 425 | 434 | 431 | 1,319 | 1,975 | |||||||||||||
| Mortgage banking income | 8,887 | 7,893 | 5,615 | 5,140 | 6,803 | 22,395 | 18,779 | |||||||||||||
| Gain (loss) on sale of loans | 249 | 210 | - | (4 | ) | - | 459 | 307 | ||||||||||||
| Gains on Panacea Financial Holdings investment | 294 | 7,450 | 24,578 | - | - | 32,322 | - | |||||||||||||
| Gain on sale of Life Premium Finance portfolio, net of broker fees | - | - | - | 4,723 | - | - | - | |||||||||||||
| Consumer Program derivative | 264 | 593 | (292 | ) | 928 | 79 | 565 | 3,392 | ||||||||||||
| Gain (loss) on other investments | 381 | (308 | ) | 53 | 15 | 51 | 126 | 393 | ||||||||||||
| Other | 80 | 79 | 617 | 663 | 168 | 776 | 873 | |||||||||||||
| Noninterest income | 11,969 | 18,030 | 32,335 | 13,175 | 8,930 | 62,334 | 30,441 | |||||||||||||
| Employee compensation and benefits | 18,523 | 17,060 | 17,941 | 18,028 | 16,764 | 53,524 | 48,587 | |||||||||||||
| Occupancy and equipment expenses | 3,481 | 3,127 | 3,285 | 3,466 | 3,071 | 9,893 | 9,276 | |||||||||||||
| Amortization of intangible assets | - | 289 | 313 | 313 | 318 | 602 | 952 | |||||||||||||
| Virginia franchise tax expense | 576 | 577 | 577 | 631 | 631 | 1,730 | 1,894 | |||||||||||||
| Data processing expense | 2,369 | 3,037 | 2,849 | 3,434 | 2,552 | 8,255 | 7,130 | |||||||||||||
| Marketing expense | 450 | 720 | 514 | 499 | 449 | 1,684 | 1,407 | |||||||||||||
| Telecommunication and communication expense | 309 | 324 | 287 | 295 | 330 | 920 | 1,017 | |||||||||||||
| Professional fees | 2,509 | 2,413 | 2,225 | 3,129 | 2,914 | 7,147 | 7,255 | |||||||||||||
| Miscellaneous lending expenses | 231 | 900 | 834 | 1,446 | 1,098 | 1,965 | 1,835 | |||||||||||||
| Loss (gain) on bank premises and equipment | 80 | 5 | 106 | 13 | (352 | ) | 191 | (476 | ) | |||||||||||
| Other expenses | 3,785 | 3,490 | 3,585 | 6,587 | 2,828 | 10,860 | 9,402 | |||||||||||||
| Noninterest expense | 32,313 | 31,942 | 32,516 | 37,841 | 30,603 | 96,771 | 88,279 | |||||||||||||
| Income (loss) before income taxes | 8,737 | 2,965 | 24,587 | (32,072 | ) | (1,161 | ) | 36,289 | 3,169 | |||||||||||
| Income tax expense (benefit) | 1,907 | 528 | 5,553 | (5,917 | ) | (304 | ) | 7,988 | 1,679 | |||||||||||
| Net Income (loss) | 6,830 | 2,437 | 19,034 | (26,155 | ) | (857 | ) | 28,301 | 1,490 | |||||||||||
| Noncontrolling interest | - | - | 3,602 | 2,820 | 2,085 | 3,602 | 5,640 | |||||||||||||
| Net income (loss) attributable to Primis' common shareholders | $ | 6,830 | $ | 2,437 | $ | 22,636 | $ | (23,335 | ) | $ | 1,228 | $ | 31,903 | $ | 7,130 |
^(1)^See Reconciliation of Non-GAAP financial measures.
9
PrimisFinancial Corp.
(Dollarsin thousands)
Loan Portfolio Composition
| For Three Months Ended: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 3Q 2025 | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | ||||||
| Loans held for sale | $ | 202,372 | $ | 126,869 | $ | 74,439 | $ | 247,108 | $ | 458,722 |
| Loans secured by real estate: | ||||||||||
| Commercial real estate - owner occupied | 495,739 | 480,981 | 477,233 | 475,898 | 463,848 | |||||
| Commercial real estate - non-owner occupied | 592,480 | 590,848 | 600,872 | 610,482 | 609,743 | |||||
| Secured by farmland | 3,642 | 3,696 | 3,742 | 3,711 | 4,356 | |||||
| Construction and land development | 102,227 | 106,443 | 104,301 | 101,243 | 105,541 | |||||
| Residential 1-4 family | 564,087 | 571,206 | 576,837 | 588,859 | 607,313 | |||||
| Multi-family residential | 137,804 | 157,097 | 157,443 | 158,426 | 169,368 | |||||
| Home equity lines of credit | 62,458 | 62,103 | 60,321 | 62,954 | 62,421 | |||||
| Total real estate loans | 1,958,437 | 1,972,374 | 1,980,749 | 2,001,573 | 2,022,590 | |||||
| Commercial loans | 915,158 | 811,458 | 698,097 | 608,595 | 533,998 | |||||
| Paycheck Protection Program loans | 1,723 | 1,729 | 1,738 | 1,927 | 1,941 | |||||
| Consumer loans | 319,977 | 339,936 | 357,652 | 270,063 | 409,754 | |||||
| Total Non-PCD loans | 3,195,295 | 3,125,497 | 3,038,236 | 2,882,158 | 2,968,283 | |||||
| PCD loans | 4,939 | 5,024 | 5,112 | 5,289 | 5,440 | |||||
| Total loans receivable, net of deferred fees | $ | 3,200,234 | $ | 3,130,521 | $ | 3,043,348 | $ | 2,887,447 | $ | 2,973,723 |
| Loans by Risk Grade: | ||||||||||
| Pass Grade 1 - Highest Quality | 666 | 667 | 880 | 872 | 820 | |||||
| Pass Grade 2 - Good Quality | 168,177 | 170,560 | 175,379 | 175,659 | 177,763 | |||||
| Pass Grade 3 - Satisfactory Quality | 1,842,958 | 1,737,153 | 1,643,957 | 1,567,228 | 1,509,405 | |||||
| Pass Grade 4 - Pass | 1,034,035 | 1,050,397 | 1,124,901 | 1,041,947 | 1,184,671 | |||||
| Pass Grade 5 - Special Mention | 7,004 | 31,902 | 28,498 | 30,111 | 53,473 | |||||
| Grade 6 - Substandard | 139,847 | 139,842 | 69,733 | 71,630 | 47,591 | |||||
| Grade 7 - Doubtful | 7,547 | - | - | - | - | |||||
| Grade 8 - Loss | - | - | - | - | - | |||||
| Total loans | $ | 3,200,234 | $ | 3,130,521 | $ | 3,043,348 | $ | 2,887,447 | $ | 2,973,723 |
(Dollarsin thousands)
AssetQuality Information
| For<br> Three Months Ended: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3Q<br> 2025 | 2Q<br> 2025 | 1Q<br> 2025 | 4Q<br> 2024 | 3Q<br> 2024 | |||||||||||
| Allowance<br> for Credit Losses: | |||||||||||||||
| Balance<br> at beginning of period | $ | (45,985 | ) | $ | (44,021 | ) | $ | (53,724 | ) | $ | (51,132 | ) | $ | (51,574 | ) |
| Recovery<br> of (provision for) credit losses | 49 | (8,303 | ) | (1,596 | ) | (33,483 | ) | (7,511 | ) | ||||||
| Net<br> charge-offs | 1,170 | 6,339 | 11,299 | 30,891 | 7,953 | ||||||||||
| Ending<br> balance | $ | (44,766 | ) | $ | (45,985 | ) | $ | (44,021 | ) | $ | (53,724 | ) | $ | (51,132 | ) |
| Reserve<br> for Unfunded Commitments: | |||||||||||||||
| Balance<br> at beginning of period | $ | (1,152 | ) | $ | (1,134 | ) | $ | (1,121 | ) | $ | (1,127 | ) | $ | (1,031 | ) |
| Recovery<br> of (provision for) unfunded loan commitment reserve | 19 | (18 | ) | (13 | ) | 6 | (96 | ) | |||||||
| Total<br> Reserve for Unfunded Commitments | $ | (1,133 | ) | $ | (1,152 | ) | $ | (1,134 | ) | $ | (1,121 | ) | $ | (1,127 | ) |
| Non-Performing<br> Assets: | 3Q 2025 | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | ||||||||||
| Nonaccrual<br> loans | $ | 84,973 | $ | 53,059 | $ | 12,956 | $ | 15,026 | $ | 14,424 | |||||
| Accruing<br> loans delinquent 90 days or more | 1,713 | 25,188 | 1,713 | 1,713 | 1,714 | ||||||||||
| Total<br> non-performing assets | $ | 86,686 | $ | 78,247 | $ | 14,669 | $ | 16,739 | $ | 16,138 | |||||
| SBA<br> guaranteed portion of non-performing loans | $ | 4,682 | $ | 4,750 | $ | 4,307 | $ | 5,921 | $ | 5,954 |
10
PrimisFinancial Corp.
(Dollarsin thousands)
AverageBalance Sheet
| For Three Months Ended: | For Nine Months Ended: | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3Q 2025 | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 3Q 2025 | 3Q 2024 | |||||||||||||||
| Assets | |||||||||||||||||||||
| Loans held for sale | $ | 130,061 | $ | 108,693 | $ | 170,509 | $ | 100,243 | $ | 98,110 | $ | 136,273 | $ | 80,530 | |||||||
| Loans, net of deferred fees | 3,143,155 | 3,074,993 | 2,897,481 | 3,127,249 | 3,324,157 | 3,039,443 | 3,266,111 | ||||||||||||||
| Investment securities | 247,008 | 249,485 | 245,216 | 253,120 | 242,631 | 247,243 | 242,706 | ||||||||||||||
| Other earning assets | 101,278 | 98,369 | 86,479 | 96,697 | 83,405 | 95,430 | 78,076 | ||||||||||||||
| Total earning assets | 3,621,502 | 3,531,540 | 3,399,685 | 3,577,309 | 3,748,303 | 3,518,389 | 3,667,423 | ||||||||||||||
| Other assets | 232,636 | 272,910 | 241,912 | 237,704 | 243,715 | 245,786 | 244,886 | ||||||||||||||
| Total assets | $ | 3,854,138 | $ | 3,804,450 | $ | 3,641,597 | $ | 3,815,013 | $ | 3,992,018 | $ | 3,764,175 | $ | 3,912,309 | |||||||
| Liabilities and equity | |||||||||||||||||||||
| Demand deposits | $ | 481,697 | $ | 467,493 | $ | 446,404 | $ | 437,388 | $ | 421,908 | $ | 465,327 | $ | 440,172 | |||||||
| Interest-bearing liabilities: | |||||||||||||||||||||
| NOW and other demand accounts | 834,839 | 821,893 | 805,522 | 787,884 | 748,202 | 820,859 | 766,800 | ||||||||||||||
| Money market accounts | 756,361 | 759,107 | 788,067 | 819,803 | 859,988 | 767,729 | 832,531 | ||||||||||||||
| Savings accounts | 922,048 | 882,227 | 754,304 | 767,342 | 866,375 | 853,474 | 844,531 | ||||||||||||||
| Time deposits | 324,614 | 329,300 | 335,702 | 404,682 | 425,238 | 329,832 | 426,557 | ||||||||||||||
| Total Deposits | 3,319,559 | 3,260,020 | 3,129,999 | 3,217,099 | 3,321,711 | 3,237,221 | 3,310,591 | ||||||||||||||
| Borrowings | 117,697 | 117,701 | 116,955 | 160,886 | 238,994 | 117,454 | 172,942 | ||||||||||||||
| Total Funding | 3,437,256 | 3,377,721 | 3,246,954 | 3,377,985 | 3,560,705 | 3,354,675 | 3,483,533 | ||||||||||||||
| Other Liabilities | 36,720 | 36,649 | 38,280 | 39,566 | 36,527 | 37,211 | 35,344 | ||||||||||||||
| Total liabilites | 3,473,976 | 3,414,370 | 3,285,234 | 3,417,551 | 3,597,232 | 3,391,886 | 3,518,877 | ||||||||||||||
| Primis common stockholders' equity | 380,162 | 380,080 | 344,381 | 382,370 | 377,314 | 368,295 | 374,154 | ||||||||||||||
| Noncontrolling interest | — | — | 11,982 | 15,092 | 17,472 | 3,994 | 19,278 | ||||||||||||||
| Total stockholders' equity | 380,162 | 380,080 | 356,363 | 397,462 | 394,786 | 372,289 | 393,432 | ||||||||||||||
| Total liabilities and stockholders' equity | $ | 3,854,138 | $ | 3,794,450 | $ | 3,641,597 | $ | 3,815,013 | $ | 3,992,018 | $ | 3,764,175 | $ | 3,912,309 | |||||||
| Net Interest Income | |||||||||||||||||||||
| Loans held for sale | $ | 2,085 | $ | 1,754 | $ | 2,564 | $ | 1,553 | $ | 1,589 | $ | 4,895 | $ | 4,017 | |||||||
| Loans | 46,772 | 42,963 | 42,400 | 46,831 | 52,707 | 133,643 | 147,564 | ||||||||||||||
| Investment securities | 1,894 | 1,928 | 1,906 | 1,894 | 1,799 | 5,728 | 5,319 | ||||||||||||||
| Other earning assets | 1,015 | 982 | 853 | 1,060 | 1,017 | 2,850 | 2,756 | ||||||||||||||
| Total Earning Assets Income | 51,766 | 47,627 | 47,723 | 51,338 | 57,112 | 147,116 | 159,656 | ||||||||||||||
| Non-interest bearing DDA | - | - | - | - | - | - | - | ||||||||||||||
| NOW and other interest-bearing demand accounts | 4,549 | 4,603 | 4,515 | 4,771 | 4,630 | 13,667 | 13,924 | ||||||||||||||
| Money market accounts | 5,229 | 5,271 | 5,420 | 6,190 | 7,432 | 15,920 | 20,732 | ||||||||||||||
| Savings accounts | 8,070 | 7,793 | 6,418 | 7,587 | 8,918 | 22,281 | 25,876 | ||||||||||||||
| Time deposits | 2,723 | 2,830 | 3,039 | 4,127 | 4,371 | 8,592 | 12,455 | ||||||||||||||
| Total Deposit Costs | 20,571 | 20,497 | 19,392 | 22,675 | 25,351 | 60,460 | 72,987 | ||||||||||||||
| Borrowings | 2,163 | 1,950 | 1,967 | 2,586 | 3,738 | 6,080 | 8,524 | ||||||||||||||
| Total Funding Costs | 22,734 | 22,447 | 21,359 | 25,261 | 29,089 | 66,540 | 81,511 | ||||||||||||||
| Net Interest Income | $ | 29,032 | $ | 25,180 | $ | 26,364 | $ | 26,077 | $ | 28,023 | $ | 80,576 | $ | 78,145 | |||||||
| Net Interest Margin | |||||||||||||||||||||
| Loans held for sale | 6.36 | % | 6.47 | % | 6.10 | % | 6.16 | % | 6.44 | % | 4.80 | % | 6.66 | % | |||||||
| Loans | 5.90 | % | 5.60 | % | 5.93 | % | 5.96 | % | 6.31 | % | 5.88 | % | 6.04 | % | |||||||
| Investments | 3.04 | % | 3.10 | % | 3.15 | % | 2.98 | % | 2.95 | % | 3.10 | % | 2.93 | % | |||||||
| Other Earning Assets | 3.98 | % | 4.00 | % | 4.00 | % | 4.36 | % | 4.85 | % | 3.99 | % | 4.72 | % | |||||||
| Total Earning Assets | 5.67 | % | 5.41 | % | 5.69 | % | 5.71 | % | 6.06 | % | 5.59 | % | 5.82 | % | |||||||
| NOW | 2.16 | % | 2.25 | % | 2.27 | % | 2.41 | % | 2.46 | % | 2.23 | % | 2.43 | % | |||||||
| MMDA | 2.74 | % | 2.79 | % | 2.79 | % | 3.00 | % | 3.44 | % | 2.77 | % | 3.33 | % | |||||||
| Savings | 3.47 | % | 3.54 | % | 3.45 | % | 3.93 | % | 4.10 | % | 3.49 | % | 4.09 | % | |||||||
| CDs | 3.33 | % | 3.45 | % | 3.67 | % | 4.06 | % | 4.09 | % | 3.48 | % | 3.90 | % | |||||||
| Cost of Interest Bearing Deposits | 2.88 | % | 2.94 | % | 2.93 | % | 3.25 | % | 3.48 | % | 2.92 | % | 3.40 | % | |||||||
| Cost of Deposits | 2.46 | % | 2.52 | % | 2.52 | % | 2.80 | % | 3.04 | % | 2.50 | % | 2.94 | % | |||||||
| Other Funding | 7.29 | % | 6.65 | % | 6.82 | % | 6.39 | % | 6.22 | % | 6.92 | % | 6.58 | % | |||||||
| Total Cost of Funds | 2.62 | % | 2.67 | % | 2.67 | % | 2.97 | % | 3.25 | % | 2.65 | % | 3.13 | % | |||||||
| Net Interest Margin | 3.18 | % | 2.86 | % | 3.15 | % | 2.90 | % | 2.97 | % | 3.06 | % | 2.85 | % | |||||||
| Net Interest Spread | 2.62 | % | 2.32 | % | 2.60 | % | 2.30 | % | 2.37 | % | 2.51 | % | 2.24 | % |
11
PrimisFinancial Corp.
(Dollarsin thousands, except per share data)
| For Three Months Ended: | For Nine Months Ended: | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Non-GAAP items: | 3Q 2025 | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 3Q 2025 | 3Q 2024 | |||||||||||||||
| Net income (loss) attributable to Primis' common shareholders | $ | 6,830 | $ | 2,437 | $ | 22,636 | $ | (23,335 | ) | $ | 1,228 | $ | 31,903 | $ | 7,130 | |||||||
| Non-GAAP adjustments to Net Income: | ||||||||||||||||||||||
| Branch Consolidation / Other restructuring | - | - | 144 | - | - | 144 | - | |||||||||||||||
| Professional fee expense related to accounting matters and LPF sale | - | 232 | 893 | 1,782 | 1,352 | 1,125 | 3,243 | |||||||||||||||
| Gains on Panacea Financial Holdings investment | - | (7,450 | ) | (24,578 | ) | - | - | (32,028 | ) | - | ||||||||||||
| Gains on sale of closed bank branch buildings | - | - | 107 | - | (352 | ) | 107 | (476 | ) | |||||||||||||
| Gain on sale of Life Premium Finance portfolio, net of broker fees | - | - | - | (4,723 | ) | - | - | - | ||||||||||||||
| Consumer program fraud losses | - | - | - | 1,904 | - | - | - | |||||||||||||||
| Income tax effect | - | 1,559 | 4,370 | 224 | (216 | ) | 5,929 | (598 | ) | |||||||||||||
| Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring income and expenses | $ | 6,830 | $ | (3,222 | ) | $ | 3,572 | $ | (24,148 | ) | $ | 2,012 | $ | 7,180 | $ | 9,299 | ||||||
| Net income (loss) attributable to Primis' common shareholders | $ | 6,830 | $ | 2,437 | $ | 22,636 | $ | (23,335 | ) | $ | 1,228 | $ | 31,903 | $ | 7,130 | |||||||
| Income tax expense (benefit) | 1,907 | 528 | 5,553 | (5,917 | ) | (304 | ) | 7,988 | 1,679 | |||||||||||||
| Provision (benefit) for credit losses (incl. unfunded commitment expense/benefit) | (68 | ) | 8,321 | 1,609 | 33,477 | 7,607 | 9,862 | 16,686 | ||||||||||||||
| Pre-tax pre-provision earnings | $ | 8,669 | $ | 11,286 | $ | 29,798 | $ | 4,225 | $ | 8,531 | $ | 49,753 | $ | 25,495 | ||||||||
| Effect of adjustment for nonrecurring income and expenses | - | (7,218 | ) | (23,434 | ) | (1,037 | ) | 1,000 | (30,652 | ) | 2,767 | |||||||||||
| Pre-tax pre-provision operating earnings | $ | 8,669 | $ | 4,068 | $ | 6,364 | $ | 3,188 | $ | 9,531 | $ | 19,101 | $ | 28,262 | ||||||||
| Return on average assets | 0.70 | % | 0.26 | % | 2.52 | % | (2.43 | )% | 0.12 | % | 1.13 | % | 0.24 | % | ||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | (0.60 | )% | (2.12 | )% | (0.08 | )% | 0.08 | % | (0.88 | )% | 0.07 | % | ||||||||
| Operating return on average assets | 0.70 | % | (0.34 | )% | 0.40 | % | (2.51 | )% | 0.20 | % | 0.25 | % | 0.31 | % | ||||||||
| Return on average assets | 0.70 | % | 0.26 | % | 2.52 | % | (2.43 | )% | 0.12 | % | 1.13 | % | 0.24 | % | ||||||||
| Effect of tax expense | 0.20 | % | 0.06 | % | 0.62 | % | (0.62 | )% | (0.03 | )% | 0.28 | % | 0.06 | % | ||||||||
| Effect of provision for credit losses (incl. unfunded commitment expense) | (0.01 | )% | 0.88 | % | 0.18 | % | 3.49 | % | 0.77 | % | 0.35 | % | 0.57 | % | ||||||||
| Pre-tax pre-provision return on average assets | 0.89 | % | 1.20 | % | 3.32 | % | 0.44 | % | 0.86 | % | 1.76 | % | 0.87 | % | ||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | (0.76 | )% | (2.61 | )% | (0.11 | )% | 0.10 | % | (1.09 | )% | 0.09 | % | ||||||||
| Pre-tax pre-provision operating return on average assets | 0.89 | % | 0.44 | % | 0.71 | % | 0.33 | % | 0.96 | % | 0.67 | % | 0.96 | % | ||||||||
| Return on average common equity | 7.13 | % | 2.57 | % | 26.66 | % | (24.28 | )% | 1.31 | % | 11.58 | % | 2.55 | % | ||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | (5.97 | )% | (22.45 | )% | (0.85 | )% | 0.84 | % | (8.97 | )% | 0.77 | % | ||||||||
| Operating return on average common equity | 7.13 | % | (3.40 | )% | 4.21 | % | (25.13 | )% | 2.15 | % | 2.61 | % | 3.32 | % | ||||||||
| Effect of goodwill and other intangible assets | 2.32 | % | (1.11 | )% | 1.57 | % | (8.20 | )% | 0.71 | % | 0.89 | % | 1.13 | % | ||||||||
| Operating return on average tangible common equity | 9.45 | % | (4.51 | )% | 5.78 | % | (33.33 | )% | 2.86 | % | 3.50 | % | 4.45 | % | ||||||||
| Efficiency ratio | 78.81 | % | 73.92 | % | 55.39 | % | 96.36 | % | 82.98 | % | 67.71 | % | 81.30 | % | ||||||||
| Effect of adjustment for nonrecurring income and expenses | 0.00 | % | 14.75 | % | 36.58 | % | 2.54 | % | (2.87 | )% | 18.32 | % | (2.55 | )% | ||||||||
| Operating efficiency ratio | 78.81 | % | 88.67 | % | 91.97 | % | 98.90 | % | 80.11 | % | 86.03 | % | 78.75 | % | ||||||||
| Earnings per common share - Basic | $ | 0.28 | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 1.29 | $ | 0.29 | |||||||
| Effect of adjustment for nonrecurring income and expenses | - | (0.23 | ) | (0.78 | ) | (0.04 | ) | 0.03 | (1.00 | ) | 0.09 | |||||||||||
| Operating earnings per common share - Basic | $ | 0.28 | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.29 | $ | 0.38 | ||||||
| Earnings per common share - Diluted | $ | 0.28 | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 1.29 | $ | 0.29 | |||||||
| Effect of adjustment for nonrecurring income and expenses | - | (0.23 | ) | (0.78 | ) | (0.04 | ) | 0.03 | (1.00 | ) | 0.09 | |||||||||||
| Operating earnings per common share - Diluted | $ | 0.28 | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.29 | $ | 0.38 | ||||||
| Book value per common share | $ | 15.51 | $ | 15.27 | $ | 15.19 | $ | 14.23 | $ | 15.41 | $ | 15.51 | $ | 15.41 | ||||||||
| Effect of goodwill and other intangible assets | (3.80 | ) | (3.79 | ) | (3.79 | ) | (3.81 | ) | (3.82 | ) | (3.80 | ) | (3.82 | ) | ||||||||
| Tangible book value per common share | $ | 11.71 | $ | 11.48 | $ | 11.40 | $ | 10.42 | $ | 11.59 | $ | 11.71 | $ | 11.59 | ||||||||
| Net charge-offs as a percent of average loans (annualized) | 0.14 | % | 0.80 | % | 1.47 | % | 3.83 | % | 0.93 | % | 0.79 | % | 0.52 | % | ||||||||
| Impact of third-party consumer portfolio | (0.11 | )% | (0.65 | )% | (1.41 | )% | (3.78 | )% | (0.82 | )% | (0.71 | )% | (0.62 | )% | ||||||||
| Core net charge-offs (recoveries) as a percent of average loans (annualized) | 0.03 | % | 0.15 | % | 0.06 | % | 0.05 | % | 0.11 | % | 0.08 | % | (0.10 | )% | ||||||||
| Total Primis common stockholders' equity | $ | 382,153 | $ | 376,415 | $ | 375,563 | $ | 351,756 | $ | 381,022 | $ | 382,153 | $ | 381,022 | ||||||||
| Less goodwill and other intangible assets | (93,502 | ) | (93,508 | ) | (93,804 | ) | (94,124 | ) | (94,444 | ) | (93,502 | ) | (94,444 | ) | ||||||||
| Tangible common equity | $ | 288,651 | $ | 282,907 | $ | 281,759 | $ | 257,632 | $ | 286,578 | $ | 288,651 | $ | 286,578 | ||||||||
| Common equity to assets | 9.66 | % | 9.72 | % | 10.16 | % | 9.53 | % | 9.47 | % | 9.66 | % | 9.47 | % | ||||||||
| Effect of goodwill and other intangible assets | (2.18 | )% | (2.23 | )% | (2.34 | )% | (2.37 | )% | (2.18 | )% | (2.18 | )% | (2.18 | )% | ||||||||
| Tangible common equity to tangible assets | 7.48 | % | 7.49 | % | 7.82 | % | 7.16 | % | 7.29 | % | 7.48 | % | 7.29 | % | ||||||||
| Net interest margin | 3.18 | % | 2.86 | % | 3.15 | % | 2.90 | % | 2.97 | % | 3.06 | % | 2.85 | % | ||||||||
| Effect of adjustment for Consumer Portfolio | (0.03 | )% | 0.26 | % | (0.02 | )% | 0.01 | % | (0.17 | )% | 0.07 | % | (0.02 | )% | ||||||||
| Core net interest margin | 3.15 | % | 3.12 | % | 3.13 | % | 2.91 | % | 2.80 | % | 3.13 | % | 2.83 | % |
12
Exhibit 99.2
Third Quarter 2025 NASDAQ: FRST
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 ; 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, V 1 BE fulfillment service, Mortgage Warehouse division and Primis Mortgage Company ; the risks associated with the Life Premium Finance sale, including failure to achieve the expected impact to our operating results ; competitive pressures among financial institutions increasing significantly ; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or 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 highlighted by high - profile bank failures, 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 third 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, 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 bas ed 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, inclu din g, 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 Decem ber 31, 2024, 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 Report s 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. Readers are cautioned not to place undue reliance on these forward - looking statements. 2
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 net income adjusted for nonrecurring income and expenses ; pre - tax pre - provision operating earnings ; operating return on average assets ; pre - tax pre - provision operating return on average assets ; operating return on average equity ; operating return on average tangible equity ; operating efficiency ratio ; operating earnings per share – basic ; operating earnings per share – diluted ; 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 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 su bstitute for analysis of the results or financial condition as reported under GAAP. 3
4 Pricing as of October 20, 2025. Financial data as of or for the three months ended September 30, 2025. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Bloomberg. Valuation Market Capitalization ($MM): Price / Book Value per Share Price / Tangible Book Value (1) : Price / 2025 Estimated EPS (2) : Price / 2026 Estimated EPS (2) : Corp. Headquarters: Bank Headquarters: Branches: Ticker (NASDAQ): Company Overview Key Metrics Total Assets: Total Loans HFI: Total Deposits: TCE / TA (1) : ROAA: ROATCE: Net Interest Margin: Cost of Core Bank Deposits: $242 0.63x 0.84x 9.72x 6.42x $3.95B $3.20B $3.34B 7.48% 0.70% 9.45% 3.18% 1.73% McLean, VA Glen Allen, VA 24 FRST
5 Dollars in millions except per share. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. YoY QoQ Q3'24 Q2'25 Q3'25 Financial Highlights (1) 456% 180% $1.2 $2.4 $6.8 Net Income 464% 180% $0.05 $0.10 $0.28 Diluted EPS 1% 2% $11.59 $11.48 $11.71 Tangible Book Value per Share 16% 3% $421 $478 $490 NIB Deposits 58 bps 44 bps 0.12% 0.26% 0.70% Return on Average Assets 582 bps 456 bps 1.31% 2.57% 7.13% Return on Avg. Common Equity 771 bps 604 bps 1.75% 3.41% 9.45% Return on Avg. Tang. Common Equity 35 bps 3 bps 2.80% 3.12% 3.15% Core Net Interest Margin (41) bps 30 bps 6.31% 5.60% 5.90% Loan Yield (58) bps (6) bps 3.04% 2.52% 2.46% Cost of Deposits (63) bps (5) bps 3.25% 2.67% 2.62% Cost of Funds • Margin continues to move higher due to: • Rebuilding and repricing of earning assets • Favorable deposit pricing • Increasing NIB deposits • Material operating leverage in Q3 and expected to continue • All facets of the bank are adding to results in Q3: • Core Bank ROA of 1.28% • Mortgage warehouse up 77% from Q2 with ROA > 3% • Primis Mortgage pre - tax earnings of $1.9 million versus $0.1 million in Q2 • Panacea loans and deposits up 40% and 47%, respectively, year - over - year
Core Bank Balance Sheet & Earnings (1) 6 (1) Core Bank results based on management reporting excluding business lines and with estimated corporate allocations and Income sta tement Items are stated in thousands • Core Bank is 100% core funded with customers that walk in our branches or use our technology • V1BE (proprietary branch delivery app) manages approximately 15% of our commercial checking accounts • Launching V1BE service nationally in Q42025 (starting in Houston, TX) behind individual customers or centers - of - influence with more than $5 million in Commercial NIB. • Extremely limited efforts on Investor CRE • Lending focused on Residential Builders, C&I and OO CRE Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 $22,667 $23,269 $23,105 $21,801 $20,181 Net Interest Income $189 $7,676 - $562 $5,504 $2,277 Provision (recovery) $1,996 $2,362 $1,993 $1,816 $1,989 Non - Interest Income $13,921 $14,570 $14,109 $15,693 $14,453 Non - Interest Expense $10,743 $11,061 $10,990 $7,925 $7,717 Pre - Tax Pre - Provision $10,553 $3,385 $11,552 $2,421 $5,439 Pre - Tax Income $2,058 $660 $2,253 $472 $1,061 Taxes $8,495 $2,725 $9,299 $1,949 $4,379 Net Income 1.62% 1.63% 1.59% 1.13% 1.11% Pre - Tax Pre - Provision Return on Assets 1.28% 0.41% 1.37% 0.28% 0.63% Return on Assets 3.70% 3.76% 3.61% 3.37% 3.18% Net Interest Margin 56.87% 56.70% 56.64% 66.95% 65.68% Efficiency Consolidated 1.81% 1.81% 1.76% 2.00% 1.81% Overhead Ratio
7 Dollars in millions • September operating ratios on $240 million in average loans: • AT ROAA: 3.05% • Yields: 7.40% • Margin: 3.92% (with FTP funding): • Efficiency: 22% • Ending Q3 balance of $327 million with line usage improving each month • Plan to augment growth with larger top - tier lines and MSR relationships through 2026 • Low cost/NIB balances are generally 10% - 15% of total outstanding loan balances (15% of average loans in September 2025) Highly Scalable Business at 7.56% Yield in Q3 • $1 billion in commitments with 103 customers • Yields structured to be the note rate with floors to protect bank margin and fees that give the bank around 75 to 100bps over note rate $64 $115 $184 $327 Q4'24 Q1'25 Q2'25 Q3'25 Exponential Growth with Strong Risk - Adjusted Returns
8 Growth Despite Rate Environment • Growth in Q3’25 results from: • Recruitment of #4 Nationwide VA lender in late Q1 • Recruitment of #1 originator team in Nashville, TN in late Q1 • Top 7 originators up 55% over Q2’24. • $26 million of construction - to - perm loans funded in Q3’25 • Limited profitability at origination but attractive rates during construction followed by wider than average GOS margin • Recent hires have added >$500 million to annualized run - rate production • Applications for the month of September up 48% versus year ago period • Anticipate exiting 2025 without any seasonal volume decrease $142 $165 $189 $278 $255 $397 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Dollars in millions
9 • Deposits outstanding at Q3’25 $133 million up 19% from previous quarter • $53 million of commercial loans in held for sale at September 30, 2025 demonstrating demand for Panacea paper and providing additional balance sheet flexibility • Banking over 7,500 doctors and their practices • #1 Ranked "Bank for Doctors" on Google $90 $92 $94 $112 $133 $392 $434 $474 $505 $548 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Deposits Loans Growth in Balance Sheet Dollars in millions
10 (1) See reconciliation of Non - GAAP financial measures beginning on slide 19 • Zero pressure across the Company to: • Compete on rate on any loan offerings in any division • Up - price any deposit relationship to preserve funding levels • All lending and funding activities are accretive to our current margin • Loan and deposit scheduled maturities/repricing should add 10bps to 12bps to margin by EOY 25 • 2026 loan maturities (at current pricing) should add approximately 35 bps to margin by year end • Bank’s focus is squarely on deposit mix and continued momentum in checking through V1BE advantage Our Margin Advantages 3.15% 3.12% 3.13% 2.94% 2.83% Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 Core Net Interest Margin (1)
11 Dollars in millions. • Rebuilding earning assets back slowly with growth equally from the core bank, mortgage warehouse and Panacea • Management expects this EA growth to carry the margin to 3.30% range. Then continued shifts in deposit mix and costs to be the Company’s focus. $3,710 $3,602 $3,426 $3,444 $3,762 Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 Rebuilding Earning Assets with Quality and Yield
Panacea $548 16% Life Premium Finance $140 4% Consumer Program $101 3% Mortgage Warehouse $327 10% Core Bank $2,286 67% Loans by Division (Millions) 12 Loans HFS for Panacea included in Panacea total loan balances Core Bank $2,133 64% Panacea $133 4% Mortgage Warehouse $34 1% Digital $1,036 31% Deposits by Division (Millions)
13 Dollars in millions Bank Deposit Composition – Q3’25 NIB Growth 16% YoY • Approximately 15% of our commercial checking balances have our proprietary branching app • Even with vastly scalable lending strategies, we can grow deposits faster with zero pressure on the core bank’s relationship pricing or profitability • Core Bank benefitting from V1BE convenience for customers in our region and nationally beginning in the fourth quarter 2025 • Warehouse funding 10% - 15% of outstandings with NIB • Panacea broadly introducing NIB and low - cost strategies to build balances Demand Deposits 15% NOW Accounts 25% Money Market Accounts 22% Savings Accounts 29% Time Deposits 9% $490 $478 $456 $439 $421 Q3'25 Q2'25 Q1'25 Q4'24 Q3'24
14 (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. • Control of Opex burden drives significant operating leverage as we rebuild EA levels. • Q3’25 still includes elevated expenses that are anticipated to decline in Q4’25 • $1.1 higher legal expense related to mortgage recruiting • $0.3 million higher occupancy expense • $0.4 million higher data processing (new contract terms effective for 2 out of 3 months in Q3) Improving Operating Efficiency (1) Core Opex Burden – 5 Quarters (1) Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 ($ in thousands) $32,313 $31,927 $32,516 $37,841 $30,603 Reported Noninterest Expense - - ($4,754) ($3,641) ($2,576) PFH Consolidated Expenses $32,313 $31,927 $27,762 $34,200 $28,027 Noninterest Expense Excl . PFH - ($232) ($1,144) ($3,686) ($1,000) Nonrecurring ($8,214) ($8,514) ($5,569) ($6,354) ($6,436) Primis Mortgage Expenses ($2,100) ($370) $384 $115 ($439) Panacea Net Expense ($439) ($518) ($622) ($681) ($699) Consumer Program Servicing Fee $19 ($18) ($13) $6 ($96) Reserve for Unfunded Commitment ($10,734) ($9,652) ($6,964) ($10,600) ($8,670) Total Adjustments $21,579 $22,275 $20,798 $23,600 $19,357 Core Operating Expense Burden 78.1% 88.7% 92.0% 98.9% 80.1% Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 Operating Efficiency Ratio
CRE - OO 15% CRE - NOO 19% C&D 3% Residential 22% C&I 29% Consumer 10% Other 2% 15 Core NCOs / Average Loans (1) Criticized & Classified Loans / Total Loans (Ex. PPP) (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. 0.11% 0.05% 0.06% 0.15% 0.03% Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 3.20% 3.32% 3.09% 5.34% 4.68% Q2'24 Q3'24 Q4'24 Q1'25 Q2'25
16 • Promotional loans with full deferral have driven volatility • Higher defaults when exiting the promotional window have weighed on credit costs • Required GAAP interest recognition at promo expiration followed by large reversals at default in subsequent periods exacerbated revenue noise • Full deferral balances reaching immaterial levels • Interest recognition has normalized beginning in Q3’25 • We have built out our own collections and servicing team to aggressively drive down delinquencies and reduce charge - offs • Next phase will pursue additional recoveries on previous charge - offs (1) Total loans excludes discount balance each period. Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 $109,551 $123,892 $148,265 $172,634 $175,204 Total Loans (1) $4,849 $9,662 $17,530 $39,129 $55,641 Full Deferral Promo Loans $2,996 $4,109 $8,150 $12,995 $6,935 Loans DQ2+ $10,366 $13,285 $23,769 $36,397 $19,533 ACL+Discount 346% 323% 292% 280% 282% ACL + Disc. / DQ2+ $2,398 $2,077 $5,676 $5,831 $5,152 Gross Interest Recognized ($153) ($2,037) ($2,832) ($2,512) - Interest Reversed $2,245 $40 $2,844 $3,319 $5,152 Net Interest Recognized
17 See reconciliation of Non - GAAP financial measures beginning on slide 19. Risk Based Capital TCE / TA and Leverage Ratio (1) 8.62% 8.92% 9.35% 8.74% 8.23% 8.91% 9.22% 9.66% 9.05% 8.51% 12.02% 12.43% 12.96% 12.53% 11.68% Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 CET1 Tier 1 Total 7.48% 7.49% 7.82% 7.16% 7.29% 8.32% 8.34% 8.71% 7.76% 8.20% Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 TCE/TA Leverage Ratio
0.49 0.88 1.00 1.04 1.06 1.08 1.16 1.22 1.44 1.50 1.61 2.91 BCBP MNSB FRST CCNE SFST MPB FRBA CFFI JMSB CARE MVBF SHBI BWFG CBAN PFIS HTB SMBK ORRF MCBS ACNB CCBG FCBC CHCO ($0.32) ($0.66) $1.01 $1.53 2023 2024 2025E 2026E 18 (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Bloomberg. (3) Peers based on FRST proxy compensation peer group Increasing Tangible Book Value Per Share (1) • 2026 estimates are achievable and lead to attractive ROE • 41% upside to the peer group average valuation of 1.24x $11.71 $11.48 $11.40 $10.42 Q3'25 Q2'25 Q1'25 Q4'24 Continued Momentum for Earnings Growth (2) (2) Significant Upside Just to Peer Group Average (3)
19 Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 Reconciliation of Non - GAAP items: $6,830 $2,437 $22,636 ($23,335) $1,228 Net income (loss) attributable to Primis' common shareholders Non - GAAP adjustments to Net Income: $0 $0 $144 $0 $0 Branch Consolidation / Other restructuring $0 $232 $893 $1,782 $1,352 Professional fee expense related to accounting matters and LPF sale $0 ($7,450) ($24,578) $0 $0 Gains on Panacea Financial Holdings investment $0 $0 $107 $0 ($352) Gains on sale of closed bank branch buildings $0 $0 $0 ($4,723) $0 Gain on sale of Life Premium Finance portfolio, net of broker fees $0 $0 $0 $1,904 $0 Consumer program fraud losses $0 $1,559 $4,370 $224 ($216) Income tax effect $6,830 ($3,222) $3,572 ($24,148) $2,012 Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring income and expenses 78.81% 73.92% 55.39% 96.36% 82.98% Efficiency ratio 0.00% 14.75% 36.58% 2.54% (2.87%) Effect of adjustment for nonrecurring income and expenses 78.81% 88.67% 91.97% 98.90% 80.11% Operating efficiency ratio $15.51 $15.27 $15.19 $14.23 $15.41 Book value per common share ($3.80) ($3.79) ($3.79) ($3.81) ($3.82) Effect of goodwill and other intangible assets $11.71 $11.48 $11.40 $10.42 $11.59 Tangible book value per common share 0.14% 0.80% 1.47% 3.83% 0.93% Net charge - offs (recoveries) as a percent of average loans (annualized) (0.11%) (0.65%) (1.41%) (3.78%) (0.82%) Impact of third - party consumer portfolio 0.03% 0.15% 0.06% 0.05% 0.11% Core net charge - offs (recoveries) as a percent of average loans (annualized) $382,153 $376,415 $375,563 $351,756 $381,022 Total Primis common stockholders' equity ($93,502) ($93,508) ($93,804) ($94,124) ($94,444) Less goodwill and other intangible assets $288,651 $282,907 $281,759 $257,632 $286,578 Tangible common equity 9.66% 9.72% 10.16% 9.53% 9.47% Common equity to assets (2.18%) (2.23%) (2.34%) (2.37%) (2.18%) Effect of goodwill and other intangible assets 7.48% 7.49% 7.82% 7.16% 7.29% Tangible common equity to tangible assets 3.18% 2.86% 3.15% 2.90% 2.97% Net interest margin (0.03%) 0.26% (0.02%) 0.01% (0.17%) Effect of adjustment for Consumer Portfolio 3.15% 3.12% 3.13% 2.91% 2.80% Core net interest margin