8-K/A - FRST - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 29, 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)	(IRS Employer Identification No.)

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 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 (§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. ¨

EXPLANATORY NOTE

On April 29, 2025, Primis Financial Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report its financial results for the first quarter of 2025 within a press release (the “Earnings Release”) furnished as Exhibit 99.1 in the Original Report.

This Current Report on Form 8-K/A (the “Amended Report”) amends the Original Report to correct certain financial information included in the Earnings Release as further described below. The Company is filing this Amended Report in order to furnish a revised earnings release (the “Amended Earnings Release”) in Item 2.02 disclosure. The Amended Earnings Release replaces the Earnings Release, in its entirety. This Amended Report should be read in conjunction with the Original Report. This Amended Report does not amend, modify, or supplement the Original Report or Earnings Release in any other respect.

The changes described in this Amended Report arise primarily from management’s subsequent determination of deconsolidation of Panacea Financial Holding Inc. (“PFH”) as of March 31, 2025 for financial reporting purposes. Since PFH’s capital raise in the fourth quarter of 2023, the Company was required to include the results of PFH in its consolidated financial statements while owning approximately 19% of the entity. As a result of certain contractual and operational changes in the first quarter of 2025, the Company is no longer required to consolidate PFH for financial reporting purposes as of March 31, 2025.

For the three months ended March 31, 2025, the Company recognized a pre-tax gain upon deconsolidation of PFH of $24.6 million which is recorded in the income statement within noninterest income. This gain included remeasurement and recording at fair value as of March 31, 2025, the Company’s retained interest in PFH common stock amounting to $21.2 million and $3.4 million related to deconsolidation of PFH’s net assets and the Company’s noncontrolling interest in PFH.

Item 2.02 Results of Operations and Financial Condition.

On May 13, 2025, the Company furnished the Amended Earnings Release with its results of operations and financial condition for the three months ended March 31, 2025, which is attached as Exhibit 99.1 to this Amended Report and incorporated herein by reference. The changes described in the Explanatory Note are reflected in the Amended Earnings Release.

The information in Item 2.02 of this Amended Report is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Amended Earnings Release.
99.2	PFH Deconsolidation Press Release.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

	PRIMIS FINANCIAL CORP.
	By:	/s/ Matthew A. Switzer
May 13, 2025		Matthew Switzer
		Chief Financial Officer

Exhibit 99.1

Primis Financial Corp. Reports Earnings perShare for the First Quarter of 2025

Declares Quarterly Cash Dividend of $0.10 PerShare

For immediate release

Tuesday, April 29, 2025

McLean, Virginia, April 29, 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 $22.6 million, or $0.92 earnings per basic and diluted share, for the quarter ended March 31, 2025, compared to a net loss available to common shareholders of $23.3 million, or $0.94 loss per basic and diluted share, for the three months ended December 31, 2024 and net income available to common shareholders of $2.5 million, or $0.10 earnings per basic and diluted share, for the quarter ended March 31, 2024. As a result of certain contractual and operational changes in the first quarter of 2025, the Company is no longer required to consolidate Panacea Financial Holding Inc. (“PFH”) for financial reporting purposes as of March 31, 2025. For the three months ended March 31, 2025, the Company recognized a pre-tax gain from deconsolidation of PFH of $24.6 million or $20.0 million after-tax. This gain included remeasurement and recording at fair value as of March 31, 2025, the Company’s retained interest in PFH common stock amounting to $21.2 million and $3.4 million related to deconsolidation of PFH’s net assets and the Company’s noncontrolling interest in PFH.

Operating Results

During the first quarter, the Company moved its consumer loan book back to held for investment out of held for sale after the efforts to consummate the sale were not successful. Associated with this move, the Company evaluated the portfolio aggressively in its CECL model and booked an additional $1.9 million provision for the portfolio. Additionally, during the quarter, the Company incurred unusually high professional fees associated with the accelerated efforts to transition to a new auditor in a compressed timeline for its Form 10-K filing. Excluding these amounts and other nonrecurring items, including the PFH gain detailed above, the Company earned $5.1 million, resulting in a normalized return on assets of 0.56% for the first quarter of 2025.

Commenting on the quarter, Dennis J. Zember, Jr., President and Chief Executive Officer, stated, “We believe our normalized operations show material improvement over the recent quarters and believe that our pathway to more meaningful results is much clearer. Our focus is on measured earning asset growth back to the $3.75 billion level of 2024, harvesting cost savings from our operations and IT systems and enjoying the earnings lift from 2024’s and 2025’s recruiting success in mortgage. Collectively, from our starting point in the current quarter, we believe the Company is positioned well.”

Strategic Repositioning Progress

As discussed last quarter, 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 first quarter of 2025 demonstrated progress in key areas that are expected to continue and build through 2025. The following discussion highlights recent progress for each of these strategies:

Core Community Bank

The core bank has 24 banking offices in Virginia and Maryland with $2.2 billion of low-cost customer deposits. The core bank’s cost of deposits of 1.83% in the first quarter of 2025 is lower than most of its larger regional bank competitors and up to 100 basis points lower than equal sized peers in the greater Washington, D.C. region. Approximately 20% of the core bank’s deposit base are noninterest bearing deposits, supported with the region’s best and most unique technology including the Bank’s proprietary V1BE service which directly supports approximately $200 million of mostly commercial clients in the Bank’s footprint.

The core bank’s loan portfolio was essentially flat in the traditionally slow first quarter with approximately $24 million of loan closings occurring in March 2025 and additional closings scheduled for early in the second quarter of 2025. The loan pipeline at March 31, 2025 was $228 million versus approximately $119 million at December 31, 2024. The Bank’s loan portfolio is diversified across the footprint and is well below regulatory concentration limits for commercial real estate.

Primis Mortgage

Primis Mortgage earned approximately $0.8 million pre-tax from retail mortgage activities in the first quarter of 2025, compared to a loss of $0.4 million in the fourth quarter of 2024. Locked loans totaled $257 million in the first quarter of 2025, up 27% from the fourth quarter of 2024. The month of March 2025 saw $110 million of lock volume which was 53% higher than the same month a year ago.

During the quarter, Primis Mortgage successfully recruited leading teams in the Nashville, Wilmington, Raleigh and Austin markets with total production potential of approximately $500 million based on 2024 activity from these producers. Relative to 2024’s closed production of approximately $800 million, this successful quarter of recruiting is expected to meaningfully change the contribution to the Company’s return on assets. These new teams were in place for the last couple of weeks in the first quarter and contributed to a 100% growth in applications for the mortgage division for the last week of March over the same period in 2024.

National Strategies

Mortgage warehouse lending activity was significant in the first quarter of 2025 following the expansion of the team in the fall of 2024. Outstanding loan balances at March 31, 2025 were $115 million, up 80% from $64 million at December 31, 2024. Committed facilities ended the first quarter of 2025 at $487 million versus $349 million at the end of 2024 with utilization beginning to ramp up. Mortgage warehouse also funded approximately 10% of its balance sheet with associated customer noninterest bearing deposit balances totaling $11 million at March 31, 2025.

Funding for the national strategies is provided by the Bank’s digital platform powering what we believe is one of only a handful of bank deposit offerings nationwide that is both fully functional and inherently app based. The platform ended the first quarter of 2025 with just over $1 billion of deposits with a cost of deposits approximately equal to Fed Funds. Late in the first quarter of 2025, the Bank leveraged its digital platform to launch a new and unique affinity brand. This brand will leverage well-known ambassadors and influencers to drive adoption of attractive deposit products in a unique niche. Because it utilizes our existing technology platform, the cost to launch this incremental brand is nominal. The Company believes this strategy is highly replicable and has the potential to be a significant driver of growth in the next few years.

Panacea Financial

Panacea’s growth remained strong to start 2025 with loans outstanding up $40 million, or 9% unannualized, from the fourth quarter of 2024 funded by $94 million of deposits attributable to the division. Panacea is the number one ranked “Bank for doctors” on Google and banks approximately 6,000 professionals and practices nationwide with a goal of reaching 10,000 customers by the end of 2025. Panacea is also developing the initial phase of what is expected to be a sophisticated suite of technology products and services targeting the medical, dental and veterinary space.

Outlook

Mr. Zember commented, “Despite a material decrease in earning assets from the sale of the Life Premium Finance business, the Company’s profitability has improved. Our core bank, Mortgage Warehouse and Panacea will build earning assets back to levels we enjoyed prior to the sale which we believe will add 21 basis points to the ROA. Primis mortgage has substantial momentum compared to 2024 that is not rate related and we expect their results to add 0.15% to our ROA in 2025 compared to 0.05% in 2024. Lastly, the Company’s continued focus on operating expense is substantial enough that management expects expense growth in 2025 to be very low such that growth in earning assets or other revenue strategies will be very impactful to the bottom line. The overhang from the consumer loan book is largely behind us as promotional loans have dropped from $90 million to only $17 million at the end of the first quarter of 2025.

(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.

Not included in our outlook is a substantial reduction in technology spend and data processing that we expect to experience as we consolidate our traditional core and our digital core. Over the last year, we have built a customer experience that is largely core agnostic, with real time features and app-based account opening. This has positioned us to be able to consolidate our two cores and reduce our annual spend substantially. We expect to complete the analysis in the second quarter of 2025 and believe the savings could be approximately $6 million to $7 million per year or another 15 basis points improvement in ROA.

As noted above, management’s estimate of run-rate return on assets was 0.56% in the first quarter of 2025. The initiatives described above, along with removing the ten basis point drag from the consolidated losses of Panacea Financial Holdings in future quarters, would double our return on assets. All of these initiatives are in place and already showing results.”

Net Interest Income

Net interest income increased slightly to $26.4 million during the first quarter of 2025 compared to $26.1 million in the fourth quarter of 2024. Growth in net interest income was moderated by declining earning assets from the final sale of Life Premium Finance loans and runoff of consumer loans offsetting growth in other areas along with two fewer days in the quarter. The net interest margin was 3.15% in the first quarter of 2025 compared to 2.90% and 2.84% in the fourth quarter of 2024 and first quarter of 2024, respectively.

Yield on loans and yield on average earnings assets declined three basis points and two basis points, respectively, in the first quarter of 2025 from the fourth quarter of 2024. New loan production in the first quarter of 2025 had a weighted average yield of 7.20% which, combined with anticipated repricing activity in 2025, suggests further improvement in earning asset yields during the year. Cost of deposits decreased a further 28 basis points to 2.52% in the first quarter of 2025 from 2.80% in the fourth quarter of 2024 with most of the reduction occurring on the digital platform which decreased 58 basis points in the first quarter of 2025 versus the fourth quarter of 2024.

Noninterest Income

Noninterest income was $32.3 million in the first quarter of 2025 versus $13.2 million in the fourth quarter of 2024. The Company deconsolidated PFH as of March 31, 2025 and upon deconsolidation recognized a gain of $24.6 million within noninterest income. Noninterest income in the fourth quarter of 2024 included a $4.7 million gain from the sale of the Life Premium Finance division. Income from mortgage banking activity increased to $5.6 million in the first quarter of 2025 compared to $5.1 million in the fourth quarter of 2024.

Offsetting the improvement in mortgage income is the decline in noninterest income associated with the consumer loan program and its promotional loans. In the first quarter of 2025, the Company recorded negative impacts to noninterest income totaling $0.3 million compared to a positive amount in the same quarter of 2024 totaling $2.0 million. Management notes that the impacts from these issues are largely behind us and that recognition of deferred interest and the offsetting derivative write-down will be minimal going forward as the promotional loans are only $17.2 million at March 31, 2025.

Noninterest Expense

Noninterest expense was $32.5 million for the first quarter of 2025, compared to $37.8 million for the fourth quarter of 2024. Noninterest expense also includes consolidated expenses from PFH prior to deconsolidation as of March 31, 2025. Management considers the core expense burden of the Bank that adjusts for certain items that are volume dependent such as mortgage banking-related expenses or expense related to changes in the reserve for unfunded commitments.

(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.

The following table illustrates the Company’s core operating expense burden during 2024 and the first quarter of 2025:

($ in thousands)	1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Reported Noninterest Expense	$	32,516		$	37,841		$	30,955		$	29,786		$	27,538
PFH Consolidated Expenses		(4,754	)		(3,641	)		(2,576	)		(2,347	)		(2,119	)
Noninterest Expense Excl. PFH		27,762			34,200			28,379			27,439			25,419
Nonrecurring		(1,144	)		(3,686	)		(1,352	)		(1,453	)		(438	)
Primis Mortgage Expenses		(5,725	)		(6,354	)		(6,436	)		(6,084	)		(5,122	)
Consumer Program Servicing Fee		(622	)		(681	)		(699	)		(312	)		(312	)
Reserve for Unfunded Commitment		(13	)		6			(96	)		546			2
Total Adjustments		(7,504	)		(10,715	)		(8,583	)		(7,303	)		(5,870	)
Core Operating Expense Burden	$	20,258		$	23,485		$	19,796		$	20,136		$	19,549

As noted above, the core expense burden decreased $3.2 million in the first quarter of 2025 from the fourth quarter of 2024. As discussed last quarter, the fourth quarter of 2024 included a number of items which moderated as expected in the first quarter of 2025. Core operating expense burden is projected to be between $20 million and $21 million per quarter for the remainder of 2025.

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.04 billion at March 31, 2025, compared to $2.89 billion at December 31, 2024 largely due to the reclassification of consumer program loans to held for investment in the first quarter of 2025 from held for sale at the end of 2024. Loan balances associated with the consumer loan program were $132 million at March 31, 2025, net of the discount taken in the fourth quarter of 2024, versus $152 million of loan balances at December 31, 2024. As previously disclosed, the Company ceased origination of loans under the consumer loan program at the end of January 2025. Excluding the consumer loan balances, loans held for investment would have increased 3.4% annualized in the first quarter of 2025 with the majority of the growth coming from the Mortgage Warehouse and Panacea divisions. The Company expects similar growth rates from these divisions with substantially more contribution from the core bank and intends to rebuild earning assets to levels seen in mid-2024 before the sale of Life Premium Finance.

Nonperforming assets, excluding portions guaranteed by the SBA, were only 0.28% of total assets, or $10.4 million at March 31, 2025, compared to 0.29% or $10.8 million at December 31, 2024. The Bank had no other real estate owned at the end of the first quarter of 2025.

The Company recorded a provision for loan losses of $1.6 million for the first quarter of 2025 compared to $6.5 million in the same quarter in 2024. As previously stated, the Company moved the consumer loan book into its held for investment loan portfolio in the first quarter of 2025 and aggressively evaluated the portfolio using its CECL model. Reserve build associated with this analysis totaled $1.9 million in the first quarter of 2025. As a percentage of loans held for investment, the allowance for credit losses was 1.45% at the end of the first quarter of 2025 compared to 1.66% in the same quarter of 2024. Total allowance and discounts on the consumer loan program totaled $23.8 million, or 16% of gross principal balance, at March 31, 2025.

Net charge-offs were $11.3 million for the first quarter of 2025, down from $30.9 million for the fourth quarter of 2024. Consumer loan program net charge-offs were $10.8 million in the first quarter of 2025 versus $30.5 million in the fourth quarter of 2024 inclusive of the mark-to-market loss of $20.0 million when the loans were moved to held for sale. Core net charge-offs, excluding those losses from the consumer loan program, were $0.5 million, or 0.06% of average loans, in the first quarter of 2025 compared to $0.5 million, or 0.05%, in the fourth quarter of 2024^(1)^.

Deposits and Funding

Total deposits at March 31, 2025 decreased slightly to $3.16 billion from $3.17 billion at December 31, 2024 as the Bank swept excess funds off balance sheet to manage excess liquidity. Deposits swept off balance sheet totaled $152 million at March 31, 2025 versus $137 million at December 31, 2024. Importantly, noninterest bearing demand deposits were $446 million at March 31, 2025, up from $439 million at December 31, 2024 as the Company emphasizes driving up low cost deposit balances and deposits associated with Mortgage Warehouse activities increase. The Company has no wholesale funding and is 100% funded with customer deposits at March 31, 2025.

(1) Non-GAAP financialmeasure. Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information and for a reconciliationto GAAP.

Shareholders’ Equity

Book value per common share as of March 31, 2025 was $15.19, an increase of $0.96 from December 31, 2024. Tangible book value per common share^(1)^ at the end of the first quarter of 2025 was $11.40, an increase of $0.98 from December 31, 2024. Common shareholders’ equity was $376 million, or 10.16% of total assets, at March 31, 2025. Tangible common equity^(1)^ at March 31, 2025 was $282 million, or 7.82% of tangible assets^(1)^. After-tax unrealized losses on the Company’s available-for-sale securities portfolio decreased by $3.6 million to $17.6 million due to decreases in market interest rates during the first quarter of 2025. The Company has the intent and ability to hold these securities until maturity or recovery of the value and does not anticipate realizing any losses on the investments.

The Board of Directors declared a dividend of $0.10 per share payable on May 28, 2025 to shareholders of record on May 14, 2025. This is Primis’ fifty-fourth consecutive quarterly dividend.

About Primis Financial Corp.

As of March 31, 2025, Primis had $3.7 billion in total assets, $3.0 billion in total loans held for investment and $3.2 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 first quarter results on Wednesday, April 30, 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/478210319. Participants may also call 1-800-715-9871 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 4554342.

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.

(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.

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.

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, including the current Ukraine/Russia conflict and Israel/Hamas conflict, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; 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.

Primis Financial Corp.

Financial Highlights (unaudited)

(Dollars in thousands, except per sharedata)

	For Three Months Ended:
Selected Performance Ratios:	1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Return on average assets		2.52	%		(2.43	%)		0.12	%		0.35	%		0.26	%
Operating return on average assets^(1)^		0.40	%		(2.51	%)		0.20	%		0.46	%		0.29	%
Pre-tax pre-provision return on average assets^(1)^		3.32	%		0.44	%		0.86	%		0.75	%		1.02	%
Pre-tax pre-provision operating return on average assets^(1)^		0.71	%		0.33	%		0.96	%		0.85	%		1.06	%
Return on average common equity		26.66	%		(24.28	%)		1.31	%		3.69	%		2.59	%
Operating return on average common equity^(1)^		4.21	%		(25.13	%)		2.15	%		4.81	%		2.95	%
Operating return on average tangible common equity^(1)^		5.78	%		(33.33	%)		2.86	%		6.42	%		3.94	%
Cost of funds		2.67	%		2.97	%		3.25	%		3.16	%		2.97	%
Net interest margin		3.15	%		2.90	%		2.97	%		2.72	%		2.84	%
Gross loans to deposits		96.04	%		91.06	%		89.94	%		98.95	%		97.37	%
Efficiency ratio		55.39	%		96.41	%		82.82	%		83.36	%		77.41	%
Operating efficiency ratio^(1)^		91.97	%		98.92	%		79.92	%		79.56	%		76.17	%
Per Common Share Data:
Earnings per common share - Basic	$	0.92		$	(0.94	)	$	0.05		$	0.14		$	0.10
Operating earnings per common share - Basic^(1)^	$	0.14		$	(0.98	)	$	0.08		$	0.18		$	0.11
Earnings per common share - Diluted	$	0.92		$	(0.94	)	$	0.05		$	0.14		$	0.10
Operating earnings per common share - Diluted^(1)^	$	0.14		$	(0.98	)	$	0.08		$	0.18		$	0.11
Book value per common share	$	15.19		$	14.23		$	15.41		$	15.22		$	15.16
Tangible book value per common share^(1)^	$	11.40		$	10.42		$	11.59		$	11.38		$	11.31
Cash dividend per common share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.10
Weighted average shares outstanding - Basic		24,706,593			24,701,260			24,695,685			24,683,734			24,673,857
Weighted average shares outstanding - Diluted		24,722,734			24,701,260			24,719,920			24,708,484			24,707,113
Shares outstanding at end of period		24,722,734			24,722,734			24,722,734			24,708,234			24,708,588
Asset Quality Ratios:
Non-performing assets as a percent of total assets, excluding SBA guarantees		0.28	%		0.29	%		0.25	%		0.25	%		0.23	%
Net charge-offs (recoveries) as a percent of average loans (annualized)		1.47	%		3.83	%		0.93	%		0.60	%		0.64	%
Core net charge-offs (recoveries) as a percent of average loans (annualized)^(1)^		0.06	%		0.05	%		0.11	%		(0.07	%)		0.10	%
Allowance for credit losses to total loans		1.45	%		1.86	%		1.72	%		1.56	%		1.66	%
Capital Ratios:
Common equity to assets		10.16	%		9.53	%		9.47	%		9.48	%		9.63	%
Tangible common equity to tangible assets^(1)^		7.82	%		7.16	%		7.29	%		7.27	%		7.36	%
Leverage ratio^(2)^		8.71	%		7.76	%		8.20	%		8.25	%		8.38	%
Common equity tier 1 capital ratio^(2)^		9.35	%		8.74	%		8.23	%		8.85	%		8.98	%
Tier 1 risk-based capital ratio^(2)^		9.66	%		9.05	%		8.51	%		9.14	%		9.27	%
Total risk-based capital ratio^(2)^		12.96	%		12.53	%		11.68	%		12.45	%		12.62	%

(1) See Reconciliation of Non-GAAP financialmeasures.

(2) Ratios are estimated and may be subject to change pending the final filing of the FR Y-9C.

PrimisFinancial Corp.

(Dollars in thousands)

Condensed Consolidated Balance Sheets(unaudited)

	For Three Months Ended:
		1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Assets
Cash and cash equivalents	$	57,044		$	64,505		$	77,274		$	66,580		$	88,717
Investment securities-available for sale		241,638			235,903			242,543			232,867			230,617
Investment securities-held to maturity		9,153			9,448			9,766			10,649			10,992
Loans held for sale		74,439			247,108			458,722			94,644			72,217
Loans receivable, net of deferred fees		3,043,348			2,887,447			2,973,723			3,300,562			3,227,665
Allowance for credit losses		(44,021	)		(53,724	)		(51,132	)		(51,574	)		(53,456	)
Net loans		2,999,327			2,833,723			2,922,591			3,248,988			3,174,209
Stock in Federal Reserve Bank and Federal Home Loan Bank		12,983			13,037			20,875			16,837			14,225
Bank premises and equipment, net		19,210			19,432			19,668			19,946			20,412
Operating lease right-of-use assets		10,352			10,279			10,465			10,293			10,206
Goodwill and other intangible assets		93,804			94,124			94,444			94,768			95,092
Assets held for sale, net		2,420			5,497			9,864			5,136			6,359
Bank-owned life insurance		67,609			67,184			66,750			66,319			67,685
Deferred tax assets, net		21,399			26,466			25,582			25,232			24,513
Consumer Program derivative asset		1,597			4,511			7,146			9,929			10,685
Investment in Panacea Financial Holdings, Inc. common stock		21,227			-			-			-			-
Other assets		65,108			58,898			58,657			63,830			64,050
Total assets	$	3,697,310		$	3,690,115		$	4,024,347		$	3,966,018		$	3,889,979
Liabilities and stockholders' equity
Demand deposits	$	455,768		$	438,917		$	421,231		$	420,241		$	463,190
NOW accounts		819,606			817,715			748,833			793,608			771,116
Money market accounts		785,552			798,506			835,099			831,834			834,514
Savings accounts		777,736			775,719			873,810			866,279			823,325
Time deposits		330,210			340,178			427,458			423,501			422,778
Total deposits		3,168,872			3,171,035			3,306,431			3,335,463			3,314,923
Securities sold under agreements to repurchase - short term		4,019			3,918			3,677			3,273			3,038
Federal Home Loan Bank advances		-			-			165,000			80,000			25,000
Secured borrowings		16,729			17,195			17,495			21,069			21,298
Subordinated debt and notes		95,949			95,878			95,808			95,737			95,666
Operating lease liabilities		11,639			11,566			11,704			11,488			11,353
Other liabilities		24,539			25,541			27,169			24,777			24,102
Total liabilities		3,321,747			3,325,133			3,627,284			3,571,807			3,495,380
Total Primis common stockholders' equity		375,563			351,756			381,022			376,047			374,577
Noncontrolling interest		-			13,226			16,041			18,164			20,022
Total stockholders' equity		375,563			364,982			397,063			394,211			394,599
Total liabilities and stockholders' equity	$	3,697,310		$	3,690,115		$	4,024,347		$	3,966,018		$	3,889,979
Tangible common equity^(1)^	$	281,759		$	257,632		$	286,578		$	281,279		$	279,485

Primis Financial Corp.

(Dollarsin thousands)

CondensedConsolidated Statement of Operations (unaudited)

	For Three Months Ended:
		1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Interest and dividend income	$	47,723		$	51,338		$	57,104		$	52,191		$	50,336
Interest expense		21,359			25,261			29,081			27,338			25,067
Net interest income		26,364			26,077			28,023			24,853			25,269
Provision for credit losses		1,596			33,483			7,511			3,119			6,508
Net interest income after provision for credit losses		24,768			(7,406	)		20,512			21,734			18,761
Account maintenance and deposit service fees		1,339			1,276			1,398			1,780			1,330
Income from bank-owned life insurance		425			434			431			981			564
Gain on deconsolidation of Panacea Financial Holdings, Inc.		24,578			-			-			-			-
Mortgage banking income		5,615			5,140			6,803			6,402			5,574
Gain (loss) on sale of loans		-			(4	)		-			(29	)		336
Gain on sale of Life Premium Finance portfolio, net of broker fees		-			4,723			-			-			-
Consumer Program derivative		(292	)		928			79			1,272			2,041
Gain on other investments		53			15			51			136			206
Other		617			663			168			186			256
Noninterest income		32,335			13,175			8,930			10,728			10,307
Employee compensation and benefits		17,941			18,028			16,764			16,088			15,735
Occupancy and equipment expenses		3,285			3,466			3,071			3,099			3,106
Amortization of intangible assets		313			313			318			317			317
Virginia franchise tax expense		577			631			631			632			631
Data processing expense		2,849			3,434			2,552			2,347			2,231
Marketing expense		514			499			449			499			459
Telecommunication and communication expense		287			295			330			341			346
Professional fees		2,225			3,129			2,914			2,976			1,365
Miscellaneous lending expenses		834			1,446			1,098			285			451
Gain (loss) on bank premises and equipment		106			13			(352	)		(124	)		-
Other expenses		3,585			6,587			2,828			3,202			2,897
Noninterest expense		32,516			37,841			30,603			29,662			27,538
Income (loss) before income taxes		24,587			(32,072	)		(1,161	)		2,800			1,530
Income tax expense (benefit)		5,553			(5,917	)		(304	)		1,265			718
Net Income (loss)		19,034			(26,155	)		(857	)		1,535			812
Noncontrolling interest		3,602			2,820			2,085			1,901			1,654
Net income (loss) attributable to Primis' common shareholders	$	22,636		$	(23,335	)	$	1,228		$	3,436		$	2,466

^(1)^See Reconciliation of Non-GAAP financial measures.

PrimisFinancial Corp.

(Dollars in thousands)

Loan Portfolio Composition

	For Three Months Ended:
		1Q 2025		4Q 2024		3Q 2024		2Q 2024		1Q 2024
Loans held for sale	$	74,439	$	247,108	$	458,722	$	94,644	$	72,217
Loans secured by real estate:
Commercial real estate - owner occupied		477,233		475,898		463,848		463,328		458,026
Commercial real estate - non-owner occupied		600,872		610,482		609,743		612,428		577,752
Secured by farmland		3,742		3,711		4,356		4,758		4,341
Construction and land development		104,301		101,243		105,541		104,886		146,908
Residential 1-4 family		576,837		588,859		607,313		608,035		602,124
Multi-family residential		157,443		158,426		169,368		171,512		128,599
Home equity lines of credit		60,321		62,954		62,421		62,152		57,765
Total real estate loans		1,980,749		2,001,573		2,022,590		2,027,099		1,975,515
Commercial loans		698,097		608,595		533,998		619,365		623,804
Paycheck Protection Program loans		1,738		1,927		1,941		1,969		2,003
Consumer loans		357,652		270,063		409,754		646,590		620,745
Total Non-PCD loans		3,038,236		2,882,158		2,968,283		3,295,023		3,222,067
PCD loans		5,112		5,289		5,440		5,539		5,598
Total loans receivable, net of deferred fees	$	3,043,348	$	2,887,447	$	2,973,723	$	3,300,562	$	3,227,665
Loans by Risk Grade:
Pass Grade 1 - Highest Quality		880		872		820		692		633
Pass Grade 2 - Good Quality		175,379		175,659		177,763		488,728		412,593
Pass Grade 3 - Satisfactory Quality		1,643,957		1,567,228		1,509,405		1,503,918		1,603,053
Pass Grade 4 - Pass		1,124,901		1,041,947		1,184,671		1,204,268		1,177,065
Pass Grade 5 - Special Mention		28,498		30,111		53,473		87,471		19,454
Grade 6 - Substandard		69,733		71,630		47,591		15,485		14,867
Grade 7 - Doubtful		-		-		-		-		-
Grade 8 - Loss		-		-		-		-		-
Total loans	$	3,043,348	$	2,887,447	$	2,973,723	$	3,300,562	$	3,227,665

(Dollars in thousands)

Asset Quality Information

	For Three Months Ended:
	1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Allowance for Credit Losses:
Balance at beginning of period	$	(53,724	)	$	(51,132	)	$	(51,574	)	$	(53,456	)	$	(52,209	)
Provision for for credit losses		(1,596	)		(33,483	)		(7,511	)		(3,119	)		(6,508	)
Net charge-offs		11,299			30,891			7,953			5,001			5,261
Ending balance	$	(44,021	)	$	(53,724	)	$	(51,132	)	$	(51,574	)	$	(53,456	)
Reserve for Unfunded Commitments:
Balance at beginning of period	$	(1,121	)	$	(1,127	)	$	(1,031	)	$	(1,577	)	$	(1,579	)
(Expense for) / recovery of unfunded loan commitment reserve		(13	)		6			(96	)		546			2
Total Reserve for Unfunded Commitments	$	(1,134	)	$	(1,121	)	$	(1,127	)	$	(1,031	)	$	(1,577	)
Non-Performing Assets:	1Q 2025		4Q 2024		3Q 2024		2Q 2024		1Q 2024
---	---	---	---	---	---	---	---	---	---	---
Nonaccrual loans	$	12,956	$	15,026	$	14,424	$	11,289	$	10,139
Accruing loans delinquent 90 days or more		1,713		1,713		1,714		1,897		1,714
Total non-performing assets	$	14,669	$	16,739	$	16,138	$	13,186	$	11,853
SBA guaranteed portion of non-performing loans	$	4,307	$	5,921	$	5,954	$	3,268	$	3,095

PrimisFinancial Corp.

(Dollarsin thousands)

AverageBalance Sheet

	For Three Months Ended:
	1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Assets
Loans held for sale	$	170,509		$	100,243		$	98,110		$	84,389		$	58,896
Loans, net of deferred fees		2,897,481			3,127,249			3,324,157			3,266,651			3,206,888
Investment securities		245,216			253,120			242,631			244,308			241,179
Other earning assets		86,479			96,697			83,405			73,697			77,067
Total earning assets		3,399,685			3,577,309			3,748,303			3,669,045			3,584,030
Other assets		241,912			237,704			243,715			243,196			248,082
Total assets	$	3,641,597		$	3,815,013		$	3,992,018		$	3,912,241		$	3,832,112
Liabilities and equity
Demand deposits	$	446,404		$	437,388		$	421,908		$	433,315		$	458,306
Interest-bearing liabilities:
NOW and other demand accounts		805,522			787,884			748,202			778,458			773,943
Money market accounts		788,067			819,803			859,988			823,156			814,147
Savings accounts		754,304			767,342			866,375			866,652			800,328
Time deposits		335,702			404,682			425,238			423,107			431,340
Total Deposits		3,129,999			3,217,099			3,321,711			3,324,688			3,278,064
Borrowings		116,955			160,886			238,994			158,919			120,188
Total Funding		3,246,954			3,377,985			3,560,705			3,483,607			3,398,252
Other Liabilities		38,280			39,566			36,527			34,494			34,900
Total liabilites		3,285,234			3,417,551			3,597,232			3,518,101			3,433,152
Primis common stockholders' equity		344,381			382,370			377,314			374,731			378,008
Noncontrolling interest		11,982			15,092			17,472			19,409			20,952
Total stockholders' equity		356,363			397,462			394,786			394,140			398,960
Total liabilities and stockholders' equity	$	3,641,597		$	3,815,013		$	3,992,018		$	3,912,241		$	3,832,112
Net Interest Income
Loans held for sale	$	2,564		$	1,553		$	1,589		$	1,521		$	907
Loans		42,400			46,831			52,699			48,024			46,816
Investment securities		1,906			1,894			1,799			1,805			1,715
Other earning assets		853			1,060			1,017			841			898
Total Earning Assets Income		47,723			51,338			57,104			52,191			50,336
Non-interest bearing DDA		-			-			-			-			-
NOW and other interest-bearing demand accounts		4,515			4,771			4,630			4,827			4,467
Money market accounts		5,420			6,190			7,432			6,788			6,512
Savings accounts		6,418			7,587			8,918			8,912			8,045
Time deposits		3,039			4,127			4,371			4,095			3,990
Total Deposit Costs		19,392			22,675			25,351			24,622			23,014
Borrowings		1,967			2,586			3,730			2,716			2,053
Total Funding Costs		21,359			25,261			29,081			27,338			25,067
Net Interest Income	$	26,364		$	26,077		$	28,023		$	24,853		$	25,269
Net Interest Margin
Loans held for sale		6.10	%		6.16	%		6.44	%		7.25	%		6.19	%
Loans		5.93	%		5.96	%		6.31	%		5.91	%		5.87	%
Investments		3.15	%		2.98	%		2.95	%		2.97	%		2.86	%
Other Earning Assets		4.00	%		4.36	%		4.85	%		4.59	%		4.69	%
Total Earning Assets		5.69	%		5.71	%		6.06	%		5.72	%		5.65	%
NOW		2.27	%		2.41	%		2.46	%		2.49	%		2.32	%
MMDA		2.79	%		3.00	%		3.44	%		3.32	%		3.22	%
Savings		3.45	%		3.93	%		4.10	%		4.14	%		4.04	%
CDs		3.67	%		4.06	%		4.09	%		3.89	%		3.72	%
Cost of Interest Bearing Deposits		2.93	%		3.25	%		3.48	%		3.42	%		3.28	%
Cost of Deposits		2.52	%		2.80	%		3.04	%		2.98	%		2.82	%
Other Funding		6.82	%		6.39	%		6.22	%		6.89	%		6.90	%
Total Cost of Funds		2.67	%		2.97	%		3.25	%		3.16	%		2.97	%
Net Interest Margin		3.15	%		2.90	%		2.97	%		2.72	%		2.84	%
Net Interest Spread		2.60	%		2.30	%		2.37	%		2.11	%		2.22	%

Primis Financial Corp.

(Dollarsin thousands, except per share data)

Reconciliationof Non-GAAP items:

	For Three Months Ended:
	1Q 2025			4Q 2024			3Q 2024			2Q 2024			1Q 2024
Net income (loss) attributable to Primis' common shareholders	$	22,636		$	(23,335	)	$	1,228		$	3,436		$	2,466
Non-GAAP adjustments to Net Income:
Branch Consolidation / Other restructuring		144			-			-			-			-
Professional fee expense related to accounting matters and LPF sale		893			1,782			1,352			1,453			438
Gain on deconsolidation of Panacea Financial Holdings, Inc.		(24,578	)		-			-			-			-
Gains on sale of closed bank branch buildings		107			-			(352	)		(124	)		-
Gain on sale of Life Premium Finance portfolio, net of broker fees		-			(4,723	)		-			-			-
Consumer program fraud losses		-			1,904			-			-			-
Income tax effect		4,370			224			(216	)		(287	)		(95	)
Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring income and expenses	$	3,572		$	(24,148	)	$	2,012		$	4,478		$	2,809
Net income (loss) attributable to Primis' common shareholders	$	22,636		$	(23,335	)	$	1,228		$	3,436		$	2,466
Income tax expense (benefit)		5,553			(5,917	)		(304	)		1,265			718
Provision for credit losses (incl. unfunded commitment expense)		1,609			33,477			7,607			2,573			6,506
Pre-tax pre-provision earnings	$	29,798		$	4,225		$	8,531		$	7,274		$	9,690
Effect of adjustment for nonrecurring income and expenses		(23,434	)		(1,037	)		1,000			1,329			438
Pre-tax pre-provision operating earnings	$	6,364		$	3,188		$	9,531		$	8,603		$	10,128
Return on average assets		2.52	%		(2.43	%)		0.12	%		0.35	%		0.26	%
Effect of adjustment for nonrecurring income and expenses		(2.12	%)		(0.08	%)		0.08	%		0.11	%		0.03	%
Operating return on average assets		0.40	%		(2.51	%)		0.20	%		0.46	%		0.29	%
Return on average assets		2.52	%		(2.43	%)		0.12	%		0.35	%		0.26	%
Effect of tax expense		0.62	%		(0.62	%)		(0.03	%)		0.13	%		0.08	%
Effect of provision for credit losses (incl. unfunded commitment expense)		0.18	%		3.49	%		0.77	%		0.27	%		0.68	%
Pre-tax pre-provision return on average assets		3.32	%		0.44	%		0.86	%		0.75	%		1.02	%
Effect of adjustment for nonrecurring income and expenses and expenses		(2.61	%)		(0.11	%)		0.10	%		0.10	%		0.04	%
Pre-tax pre-provision operating return on average assets		0.71	%		0.33	%		0.96	%		0.85	%		1.06	%
Return on average common equity		26.66	%		(24.28	%)		1.31	%		3.69	%		2.59	%
Effect of adjustment for nonrecurring income and expenses		(22.45	%)		(0.85	%)		0.84	%		1.12	%		0.36	%
Operating return on average common equity		4.21	%		(25.13	%)		2.15	%		4.81	%		2.95	%
Effect of goodwill and other intangible assets		1.57	%		(8.20	%)		0.71	%		1.61	%		0.99	%
Operating return on average tangible common equity		5.78	%		(33.33	%)		2.86	%		6.42	%		3.94	%
Efficiency ratio		55.39	%		96.36	%		82.98	%		83.42	%		77.41	%
Effect of adjustment for nonrecurring income and expenses		36.58	%		2.54	%		(2.87	%)		(3.79	%)		(1.24	%)
Operating efficiency ratio		91.97	%		98.90	%		80.11	%		79.63	%		76.17	%
Earnings per common share - Basic	$	0.92		$	(0.94	)	$	0.05		$	0.14		$	0.10
Effect of adjustment for nonrecurring income and expenses		(0.78	)		(0.04	)		0.03			0.04			0.01
Operating earnings per common share - Basic	$	0.14		$	(0.98	)	$	0.08		$	0.18		$	0.11
Earnings per common share - Diluted	$	0.92		$	(0.94	)	$	0.05		$	0.14		$	0.10
Effect of adjustment for nonrecurring income and expenses		(0.78	)		(0.04	)		0.03			0.04			0.01
Operating earnings per common share - Diluted	$	0.14		$	(0.98	)	$	0.08		$	0.18		$	0.11
Book value per common share	$	15.19		$	14.23		$	15.41		$	15.22		$	15.16
Effect of goodwill and other intangible assets		(3.79	)		(3.81	)		(3.82	)		(3.84	)		(3.85	)
Tangible book value per common share	$	11.40		$	10.42		$	11.59		$	11.38		$	11.31
Net charge-offs (recoveries) as a percent of average loans (annualized)		1.47	%		3.83	%		0.93	%		0.60	%		0.64	%
Impact of third-party consumer portfolio		(1.41	%)		(3.78	%)		(0.82	%)		(0.67	%)		(0.54	%)
Core net charge-offs (recoveries) as a percent of average loans (annualized)		0.06	%		0.05	%		0.11	%		(0.07	%)		0.10	%
Total Primis common stockholders' equity	$	375,563		$	351,756		$	381,022		$	376,047		$	374,577
Less goodwill and other intangible assets		(93,804	)		(94,124	)		(94,444	)		(94,768	)		(95,092	)
Tangible common equity	$	281,759		$	257,632		$	286,578		$	281,279		$	279,485
Common equity to assets		10.16	%		9.53	%		9.47	%		9.48	%		9.63	%
Effect of goodwill and other intangible assets		(2.34	%)		(2.37	%)		(2.18	%)		(2.21	%)		(2.27	%)
Tangible common equity to tangible assets		7.82	%		7.16	%		7.29	%		7.27	%		7.36	%

Exhibit 99.2

Primis Financial Corp. Reports Deconsolidationof Panacea

Records Pre-Tax Gain of Approximately $24.6million

For immediate release

Monday, May 13, 2025

McLean, Virginia, May 13, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today reported that it has deconsolidated Panacea Financial Holdings (“PFH”) effective March 31, 2025. Accordingly, the Company will be revising its earnings release dated April 29, 2025 to reflect certain gains associated with recognizing the value of the Company’s investment in PFH.

The Company engaged an independent third party to evaluate the fair market value of its investment in PFH and it was determined that, as of March 31, 2025, the Company’s investment was valued at $21.2 million, resulting in an income statement gain of the same amount due to its nominal cost basis previously recorded. Additionally, deconsolidation of PFH’s net assets and the Company’s noncontrolling interests in PFH results in an additional gain of $3.4 million. Portions of these amounts are non-taxable and, taken together, the Company expects the after-tax gain recorded upon deconsolidation to be approximately $20.0 million, or $0.81 per share.

Commenting on the deconsolidation of PFH, Dennis J. Zember, Jr., President and CEO said, “Deconsolidating PFH is a welcome step in our path forward. The boost to capital levels and tangible book value is welcome, but importantly, it simplifies our financial statement presentation and positively impacts our reported operating ratios. Our ROA will improve by ten basis points and our operating efficiency ratio will decrease by approximately 14 points. Lastly, Primis Bank will continue to be the exclusive banking partner for all loans and deposits through its Panacea division.”

About Primis Financial Corp.

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

Forward-Looking Statements