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): June 1, 2022
Primis Financial Corp.
(Exact Name of Registrant as Specified in Charter)
| Virginia | 001-33037 | 20-1417448 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6830 Old Dominion Drive, McLean, Virginia 22101
(Address of Principal Executive Offices) (Zip Code)
(703) 893-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 31, 2022, Primis Bank (the “Bank”), the wholly-owned banking subsidiary of Primis Financial Corp. (the “Company”), completed the previously announced acquisition (the “Acquisition”) of 100% of the outstanding capital stock of SeaTrust Mortgage Company (“SeaTrust”) from Community First Bank, Inc. (“Seller”) pursuant to the Stock Purchase Agreement, dated as of April 28, 2022 (the “Purchase Agreement”) by and among the Bank, Seller, and SeaTrust.
Pursuant to the Purchase Agreement, the Bank paid an aggregate purchase price of $7 million in cash to Seller at closing and will repay approximately $13.8 million of SeaTrust’s indebtedness under certain warehouse lending facilities.
Following the closing of the Acquisition, on June 1, 2022, the Bank changed the name of SeaTrust to “Primis Mortgage Company”.
The foregoing descriptions of the Purchase Agreement and the Acquisition do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which was previously filed as Exhibit 10.01 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 3, 2022 (as amended).
On June 1, 2022, the Company also issued a press release related to the closing of the Acquisition, which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | Description |
|---|---|
| No. | |
| 99.1 | Press Release Dated June 1, 2022 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Primis Financial Corp. | ||
|---|---|---|
| Date: June 1, 2022 | By: | /s/ Matthew A. Switzer |
| Matthew A. Switzer | ||
| Chief Financial Officer |
Exhibit 99.1
Primis Announces Completion of Acquisition of SeaTrust Mortgage Company
GLEN ALLEN, Va., June 1, 2022 /PRNewswire/ -- Primis Bank (the "Bank"), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), has completed its acquisition, effective May 31, 2022, of SeaTrust Mortgage Company ("SeaTrust"). With the closing of the acquisition, SeaTrust now operates as a wholly-owned subsidiary of the Bank and has changed its name to Primis Mortgage Company ("Primis Mortgage").
John Owens, former President of SeaTrust, is now Chief Executive Officer of Primis Mortgage. Margaret Kronmueller, former Chief Operating Officer of SeaTrust, remains in the same role with Primis Mortgage.
About SeaTrust Mortgage Company
SeaTrust Mortgage Company opened for business in February 2020, is headquartered in Wilmington, North Carolina, and has offices in Wilmington, Charlotte, Greensboro, and Jacksonville, North Carolina, Fort Lauderdale, Tampa, and Jacksonville, Florida, and Franklin and Nashville, Tennessee.
About Primis Financial Corp. and Primis Bank
As of March 31, 2022, Primis had $3.22 billion in total assets, $2.39 billion in total loans and $2.69 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through forty 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 Bank |
| Matthew A. Switzer, EVP and CFO | 10900 Nuckols Road, Suite 325 |
| Phone: (703) 893-7400 | Glen Allen, VA 23060 |
| Primis Financial Corp., NASDAQ Symbol FRST | |
| Website: www.primisbank.com |
