Primis Financial Corp 8-K/A, filed Aug 11, 2025
Primis Financial Corp. (FRST)
About this 8-K/A
Primis Financial Corp filed this 8-K/A on August 11, 2025, reporting on events of July 24, 2025.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On July 24, 2025, Primis Financial Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report its financial results for the second quarter of 2025 within a press release (the “Earnings Release”) and investor presentation (the “Investor Presentation”) furnished as Exhibit 99.1 and Exhibit 99.2, respectively, 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 and Investor Presentation 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 and revised investor presentation (the “Amended Investor Presentation”) in Item 7.01 disclosure. The Amended Earnings Release and Amended Investor Presentation replaces the Earnings Release and Investor Presentation, respectively, in their 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, Earnings Release or Investor Presentation in any other respect.
The changes described in this Amended Report arise primarily from the downgrade of three performing loans due to recent updated information as described more fully below:
| · | a commercial loan with an unpaid principal balance of $6.4 million as of June 30, 2025 was downgraded to special mention. The loan is secured by the assets of the underlying enterprise with an estimated total debt to value of 38% at June 30, 2025 based on its valuation at a recently completed capital raise. |
| · | an office property with an unpaid principal balance of $30.7 million was downgraded to substandard accruing. The loan has no record of late payments and has an estimated debt service coverage ratio of 1.13x including full principal and interest. Management evaluated this loan for impairment and determined that it was not impaired. |
| · | an office property with an unpaid principal balance of $40.1 million was downgraded to substandard nonaccrual. As of the date of this report, this loan is past due 57 days but made a payment within the last 30 days. The Company’s evaluation of impairment on this loan required a specific reserve of $7.7 million. |
Additional adjustments included the reversal of $0.3 million of accrued interest related to the nonaccrual loan and the reversal of pooled reserves on both substandard loans of $0.6 million. Combined, and after adjusting for tax effects, net income for the three months ended June 30, 2025 decreased $6.0 million to $2.4 million as a result of these changes.
| Item 2.02 | Results of Operations and Financial Condition. |
On August 11, 2025, the Company furnished the Amended Earnings Release with its results of operations and financial condition for the three months ended June 30, 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.
| Item 7.01 | Regulation FD Disclosure. |
On August 11, 2025, the Company furnished the Amended Investor Presentation that management intends to use from time to time hereafter in presentations about the Company’s operations and performance, which is attached as Exhibit 99.2 to the Amended Report and incorporated herein by reference. The changes described in the Explanatory Note are reflected in the Amended Investor Presentation.
The information in this Amended Report, including Exhibits 99.1 and 99.2 attached hereto, 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 | Amended Investor Presentation. | |
| 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 | |
| August 11, 2025 | Matthew A. Switzer | |
| Chief Financial Officer | ||
Exhibit 99.1
Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025
Declares Quarterly Cash Dividend of $0.10 Per Share
For immediate release
Thursday, July 24, 2025
McLean, Virginia, July 24, 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 $2.4 million, or $0.10 per diluted share, for the quarter ended June 30, 2025, compared to $3.4 million, or $0.14 per diluted share, for the quarter ended June 30, 2024.
For the six months ended June 30, 2025, the Company reported net income available to common shareholders of $25.1 million, or $1.01 per diluted share, compared to a net income available to common shareholders of $5.9 million or $0.24 per diluted share, for the six months ended June 30, 2024.
Operating Results
Operating results in the quarter clearly point to improved profitability and momentum on key areas but included positive and negative items that management expects to not reflect going forward. Significant items occurring during the quarter were:
| · | During the quarter, the Company completed the sale of a portion of its ownership in Panacea Financial Holdings, Inc. (“PFH”) generating proceeds to the Company of $22.1 million and an additional pre-tax gain of $7.5 million. |
| · | Promotional loans driving volatility in the Company’s results finished the quarter at only $9.6 million. The Company’s credit quality results for the quarter warranted no additional provision for loan losses on this portfolio. Write-offs of accrued interest on promotional loans that rolled to amortization but subsequently defaulted was $2 million and expected to decline to less than $0.5 million in the third quarter of 2025 given the very low levels of promotional interest recognized in the second quarter. |
| · | Primis Mortgage closed $323 million in loans, up 52% from the same quarter in 2024. A substantial portion of the increase in closed volume was construction-to-permanent product related with revenue delayed until the end of the construction period. Additionally, pricing and draw support for the new production teams substantially ended during the quarter and totaled $1.2 million. |
| · | Several items have occurred that will impact the Company’s operations going forward. Renegotiation of the Company’s core contract with its provider as well as other items are expected to reduce expenses $0.9 million in the third quarter and then $1.5 million in the fourth quarter and beyond. Continued consolidation of the Company’s cores and other vendor relationships will continue and provide more than adequate downward pressure on operating expenses to allow for substantial operating leverage through the end of 2026. |
Commenting on the quarter, Dennis J. Zember, Jr., President and Chief Executive Officer, stated, “We are pleased with the progress we have made in rebuilding our balance sheet for higher sustained earnings as we enter the second half of 2025. The core bank is maximizing profitability with its enviable core deposit base while pursuing moderate growth. At the same time, mortgage warehouse and Panacea are executing on their tremendous growth potential while non-core portfolios run off.
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As discussed below, the second quarter was impacted by the last sizable portion of Consumer Program interest reversals and higher expenses that aren’t expected to continue. Adjusting for those items and the PFH gain, our run-rate pre-tax pre-provision earnings were approximately $8.1 million in the second quarter. Mortgage profitability was lower due to increasing construction to perm lending that is highly profitable but has a lag until revenue materializes. In the second quarter, the value of that production was approximately $0.9 million pre-tax assuming conservative gain on sale margins. Lastly, we are close to executing on our plan to reduce technology costs and anticipate the savings to begin late in the third quarter of 2025. Along with the end of our core deposit amortization in June, our expected reduction in quarterly expenses is approximately $1.5 million. In total, we believe we have visibility to pre-tax pre-provision earnings of $10.5 to $11 million before the benefits of the profitable growth and balance sheet repricing we have in front of us.”
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 second 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 has 24 banking offices in Virginia and Maryland and is approximately 70% 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 CRE (39% of loans and only 213% of regulatory capital) |
| · | A robust pipeline of mostly new customers to the bank with yields that are incremental to the Bank’s margin |
| · | Cost of deposits of 1.79% in the second quarter of 2025 compared to 2.20% in the same quarter in 2024. The core bank’s cost of deposits is up to 100 basis points lower than similar sized peers in the greater DC region. |
| · | Zero brokered deposits and no reliance on FHLB borrowings. |
| · | A proprietary banking app for commercial depositors that drives new sales independent of lending efforts in and around our region. |
Approximately 19% 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 before the end of 2025.
Primis Mortgage
Primis Mortgage has closed mortgage volume of $323 million in the second quarter of 2025, up 52% compared to the same quarter in 2024. Earnings for Primis mortgage were depressed by approximately $1.2 million related to the commitment of one quarter’s support for the new production teams hired in the last week of the first quarter of 2025.
National Strategies
Mortgage warehouse lending activity was significant in the first and second quarter of 2025 following the expansion of the team in the fall of 2024. Outstanding loan balances at June 30, 2025 were $185 million, up 60% from $115 million at March 31, 2025 and up 189% from $64 million at December 31, 2024. Committed facilities ended the second quarter of 2025 at $804 million versus $487 million at March 31, 2025 and $349 million at the end of 2024. Mortgage warehouse also funded approximately 11% of its balance sheet with associated customer noninterest bearing deposit balances totaling $21 million at June 30, 2025 up 80% from March 31, 2025.
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 account 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
(1) Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information and for a reconciliation to GAAP.
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The platform ended the second quarter of 2025 with almost $1.1 billion of deposits with a cost of deposits of 4.28% in the month of June 2025, compared to $0.9 billion at June 30, 2024 with a cost of 5.05%. Over 1,000 of our digital accounts have come from referrals from another customer and approximately 61% of our consumer accounts have been with the bank for over two years.
Panacea Financial
Panacea’s growth remained strong through the second quarter of 2025 with loans outstanding of $505 million, up 34% compared to the same quarter in 2024. At the end of the current quarter, Panacea customer deposits totaled $107 million, up 58% from June 30, 2024. Importantly, much of this growth was commercial in nature with a weighted average cost below 0.25% and has continued at a similar pace since quarter end.
Panacea is the number one ranked “Bank for doctors” on Google and banks over 7,000 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.
Net Interest Income
Because of the final significant write-off of accrued interest on the consumer loan portfolio and $0.3 million of interest reversal on a commercial real estate loan that moved to nonaccrual in the second quarter, net interest income decreased to $25.2 million during the second quarter of 2025 compared to $26.4 million in the first quarter of 2025 and $24.9 million in the second quarter of 2024. The reported net interest margin was 2.86% in the second quarter of 2025 compared to 2.72% in the second quarter of 2024.
Excluding the impacts of the Consumer Program portfolio, the Company’s net interest margin was 3.12%(1) in the second quarter of 2025 compared to 2.80%(1) in the same quarter in 2024. Net interest income for the second quarter, excluding the impacts of the write-off of accrued interest, increased by 10.4% to $27.5 million compared to $24.9 million in the second quarter of 2024.
Normalizing the volatile income and write-off recognition in the consumer portfolio to illustrate the Company’s net interest margin and forward momentum is seen below:
| ($ in thousands) | 2Q25 | 1Q25 | 4Q24 | 3Q24 | ||||||||||||
| Int. Inc. Recog. – Consumer Prog. | $ | 2,077 | $ | 5,676 | $ | 5,831 | $ | 5,152 | ||||||||
| Int. Inc. Reversals – Consumer Prog. | (2,037 | ) | (2,832 | ) | (2,512 | ) | - | |||||||||
| Int. Inc., Net – Consumer Prog, | 40 | 2,844 | 3,319 | 5,152 | ||||||||||||
| Promo Interest Income Recognized | 321 | 3,264 | 2,976 | 2,956 | ||||||||||||
| Promo Interest Reversals | (2,066 | ) | (2,644 | ) | (2,493 | ) | - | |||||||||
| Promo Interest Income, Net | $ | (1,745 | ) | $ | 620 | $ | 483 | $ | 2,956 | |||||||
Under GAAP, the Company recognizes interest income when promotional features on the Consumer Program loans expire and which generally includes a substantial amount of deferred interest accumulated to that point. If the loan subsequently defaults, that previously recognized interest is reversed against interest income. As detailed in the table above, the Bank recognized substantial interest income on loans exiting their promotional periods beginning in the third quarter of 2024 with a roughly one quarter lag of subsequent reversals primarily due to high first payment defaults on full deferral promotional loans. As seen in the table, interest recognized on promotional loan expirations was insignificant in the second quarter of 2025 which will lead to substantially lower interest income reversals going forward. At June 30, 2025, the Company had $9.7 million of full deferral loans remaining, down from $77.2 million at June 30, 2024, with promotional period expirations spread over the next four quarters. Net interest margin excluding the Consumer Program portfolio impact entirely, including balances, the net interest margin for the rest of the Bank was 3.12%(1) in the second quarter of 2025, down slightly from 3.13%(1) in the first quarter of 2025.
Excluding the interest write-offs on the consumer loan book the yield on loans and yield on average earnings assets was 5.87% and 5.64% in the second quarter of 2025, respectively, compared to 5.91% and 5.72%, respectively, in the same quarter of 2024. New and renewed loan production in the second quarter of 2025 across all divisions had a weighted average yield of 7.57% which compares favorably to 7.25% for the same quarter in 2024. Total maturities of loans over the five quarters beginning with the fourth quarter of 2025 total $574 million with weighted average yields of 5.71%, indicating continued opportunity for management to move yields on loans and average earning assets higher.
(1) Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information and for a reconciliation to GAAP.
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Cost of deposits in the second quarter of 2025 was 2.52% compared to 2.98% in the same quarter in 2024. The Company recently lowered digital platform rates and, combined with recent growth in lower cost deposit accounts, expects further improvement in cost of deposits in the third quarter of 2025.
Noninterest Income
Noninterest income was $18.0 million in the second quarter of 2025 versus $32.3 million in the first quarter of 2025 and $10.7 million in the second 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 in the first quarter of 2025. Noninterest income in the second quarter of 2025 included a $7.4 million gain from the sale of a portion of the Company’s PFH shares and remeasurement of the remaining shares at fair market value at June 30, 2025. Income from mortgage banking activity increased to $7.9 million in the second quarter of 2025 compared to $5.6 million in the first quarter of 2025. Noninterest income from the Consumer Program increased to $0.6 million in the second quarter of 2025 from a loss of $0.3 million in the first quarter of 2025 largely due to prepayment activity offsetting the reduction in the associated derivative. The Company also recorded losses on other investments of $0.3 million in the second quarter of 2025 versus gains of $0.1 million in the first quarter of 2025. Lastly, gain on sale of SBA loans was $0.2 million in the second quarter of 2025 after no sales in the first quarter of 2025.
Noninterest Expense
Noninterest expense was $31.9 million for the second quarter of 2025, compared to $32.5 million for the first quarter of 2025. First quarter noninterest expense included consolidated expenses from PFH prior to deconsolidation as of March 31, 2025. Management considers the core expense burden of the Bank that adjusts for certain items that are volume dependent such as mortgage banking-related expenses or expense related to changes in the reserve for unfunded commitments. The following table illustrates the Company’s core operating expense burden during 2024 and the first two quarters of 2025:
| ($ in thousands) | 2Q25 | 1Q25 | 4Q24 | 3Q24 | 2Q24 | |||||||||||||||
| Reported Noninterest Expense | $ | 31,927 | $ | 32,516 | $ | 37,841 | $ | 30,603 | $ | 29,662 | ||||||||||
| PFH Consolidated Expenses | - | (4,754 | ) | (3,641 | ) | (2,576 | ) | (2,347 | ) | |||||||||||
| Noninterest Expense Excl. PFH | 31,927 | 27,762 | 34,200 | 28,027 | 27,315 | |||||||||||||||
| Nonrecurring | (232 | ) | (1,144 | ) | (3,686 | ) | (1,000 | ) | (1,329 | ) | ||||||||||
| Primis Mortgage Expenses | (8,514 | ) | (5,569 | ) | (6,354 | ) | (6,436 | ) | (6,084 | ) | ||||||||||
| Consumer Program Servicing Fee | (518 | ) | (622 | ) | (681 | ) | (699 | ) | (312 | ) | ||||||||||
| Reserve for Unfunded Commitment | (18 | ) | (13 | ) | 6 | (96 | ) | 546 | ||||||||||||
| Total Adjustments | (9,282 | ) | (7,348 | ) | (10,715 | ) | (8,231 | ) | (7,179 | ) | ||||||||||
| Core Operating Expense Burden | $ | 22,645 | $ | 20,414 | $ | 23,485 | $ | 19,796 | $ | 20,136 | ||||||||||
As noted above, the core expense burden increased $2.2 million in the second quarter of 2025 from the first quarter of 2025. The second quarter included a number of items not expected to continue going forward including approximately $0.5 million of consulting expenses, $0.4 million related to additional FDIC insurance expense, $0.4 million of remaining audit expense for the 2024 audit and $0.2 million of legal expenses related to employee fraud recovery efforts. Marketing expenses were also approximately $0.2 million higher in the second quarter of 2025 versus the first quarter of 2025 but are expected to moderate. Adjusting for these items, core operating expense burden would have been less than $21 million and within the range of $20 million to $21 million of quarterly noninterest expense previously estimated for 2025.
Loan Portfolio and Asset Quality
Loans held for investment increased to $3.13 billion at June 30, 2025 compared to $3.04 billion at March 31, 2025 and declined from $3.30 billion at June 30, 2024 prior to the sale of the Life Premium Finance portfolio. Important drivers in these levels are seen below:
| · | Core Bank loans totaled $2.12 billion at June 30, 2025 compared to $2.22 billion at June 30, 2024. |
| · | Panacea Financial loans grew $129 million or 34% to $505 million over the past 12 months ending June 30, 2024. Doctors and practices in the division’s network improved from approximately 5,000 at June 30, 2024 to over 7,000 at June 30, 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.
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| · | Mortgage warehouse outstandings improved to $185 million at the end of the second quarter of 2025 compared to only $14 million at the same time in 2024. Approved lines grew substantially during the quarter to $804 million, up approximately 65% since March 31, 2025. |
| · | Loan balances associated with the consumer loan program declined to $113 million at June 30, 2025, net of the fair value discounts compared to $194 million at June 30, 2024. Importantly, loans in promotional periods with full deferral were only $9.6 million or 7.8% of gross loans at June 30, 2025 compared to $77.2 million or 40% of total loans a year ago. |
| · | Investor CRE as a percentage of regulatory capital was 213% at both June 30, 2025 and June 30, 2024. |
Nonaccrual loans, excluding portions guaranteed by the SBA, were 1.54% of total loans at June 30, 2025 compared to 0.24% of total loans at June 30, 2024. The increase in nonaccrual loans in the second quarter of 2025 was primarily driven by the downgrade of one commercial real estate loan with a balance of $40.1 million to nonaccrual status. As in prior quarters, the Bank has no other real estate owned at the end of the second quarter of 2025.
The Company recorded a provision for loan losses of $8.3 million for the second quarter of 2025 compared to $1.6 million for the first quarter of 2025 and $3.1 million in the same quarter in 2024. Approximately $7.1 million of the provision was driven by the downgrade of two commercial real estate loans to substandard in the second quarter of 2025, one of which required impairment under the Company’s allowance methodology. 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 no required provision expense associated with the Consumer Program in the second quarter of 2025. As a percentage of loans held for investment, the allowance for credit losses was 1.47% at the end of the second quarter of 2025 compared to 1.56% at the end of the second quarter of 2024. Total allowance and discounts on the Consumer Program loan portfolio totaled $13 million at June 30, 2025 which represents 11% of gross principal balance and 323% of loans more than one period delinquent as of that date.
Deposits and Funding
Total deposits at June 30, 2025 were essentially flat from June 30, 2024. Deposits swept off balance sheet increased to $37 million at June 30, 2025 versus $4 million at the same time in 2024. Importantly, noninterest bearing demand deposits were $478 million at June 30, 2025, an annualized growth rate of 18% compared to balances at December 31, 2024. As stated earlier, the Company has no wholesale funding and is 100% funded with customer deposits at June 30, 2025.
Shareholders’ Equity
Book value per common share as of June 30, 2025 was $15.27, an increase of $0.05 from June 30, 2024. Tangible book value per common share(1) at the end of the second quarter of 2025 was $11.48, an increase of $0.10 from June 30, 2024. Common shareholders’ equity was $376 million, or 9.72% of total assets, at June 30, 2025. Tangible common equity(1) at June 30, 2025 was $283 million, or 7.49% of tangible assets(1). During the quarter, the Company repurchased almost 80 thousand shares of its common stock at a weighted average price of $10.00 per share.
The Board of Directors declared a dividend of $0.10 per share payable on August 22, 2025 to shareholders of record on August 8, 2025. This is Primis’ fifty-fifth consecutive quarterly dividend.
About Primis Financial Corp.
As of June 30, 2025, Primis had $3.9 billion in total assets, $3.1 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
(1) Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information and for a reconciliation to GAAP.
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Conference Call
The Company’s management will host a conference call to discuss its second quarter results on Friday, July 25, 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/362488451. 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.
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.
(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.
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, 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.
7
Primis Financial Corp.
Financial Highlights (unaudited)
(Dollars in thousands, except per share data)
| For Three Months Ended: | For Six Months Ended: | |||||||||||||||||||||||||||
| Selected Performance Ratios: | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | 2Q 2025 | 2Q 2024 | |||||||||||||||||||||
| Return on average assets | 0.26 | % | 2.52 | % | (2.43 | )% | 0.12 | % | 0.35 | % | 1.36 | % | 0.31 | % | ||||||||||||||
| Operating return on average assets(1) | (0.34 | )% | 0.40 | % | (2.51 | )% | 0.20 | % | 0.46 | % | 0.02 | % | 0.38 | % | ||||||||||||||
| Pre-tax pre-provision return on average assets | 1.20 | % | 3.32 | % | 0.44 | % | 0.86 | % | 0.75 | % | 2.23 | % | 0.88 | % | ||||||||||||||
| Pre-tax pre-provision operating return on average assets(1) | 0.44 | % | 0.71 | % | 0.33 | % | 0.96 | % | 0.85 | % | 0.57 | % | 0.97 | % | ||||||||||||||
| Return on average common equity | 2.57 | % | 26.66 | % | (24.28 | )% | 1.31 | % | 3.69 | % | 13.96 | % | 3.16 | % | ||||||||||||||
| Operating return on average common equity(1) | (3.40 | )% | 4.21 | % | (25.13 | )% | 2.15 | % | 4.81 | % | 0.19 | % | 3.90 | % | ||||||||||||||
| Operating return on average tangible common equity(1) | (4.51 | )% | 5.78 | % | (33.33 | )% | 2.86 | % | 6.42 | % | 0.26 | % | 5.23 | % | ||||||||||||||
| Cost of funds | 2.67 | % | 2.67 | % | 2.97 | % | 3.25 | % | 3.16 | % | 2.67 | % | 3.06 | % | ||||||||||||||
| Net interest margin | 2.86 | % | 3.15 | % | 2.90 | % | 2.97 | % | 2.72 | % | 3.00 | % | 2.78 | % | ||||||||||||||
| Core net interest margin(1) | 3.12 | % | 3.13 | % | 2.91 | % | 2.80 | % | 2.85 | % | 3.12 | % | 2.92 | % | ||||||||||||||
| Gross loans to deposits | 93.65 | % | 96.04 | % | 91.06 | % | 89.94 | % | 98.95 | % | 93.65 | % | 98.95 | % | ||||||||||||||
| Efficiency ratio | 73.92 | % | 55.39 | % | 96.41 | % | 82.82 | % | 83.36 | % | 63.25 | % | 80.42 | % | ||||||||||||||
| Operating efficiency ratio(1) | 88.67 | % | 91.97 | % | 98.92 | % | 79.92 | % | 79.56 | % | 90.27 | % | 77.94 | % | ||||||||||||||
| Per Common Share Data: | ||||||||||||||||||||||||||||
| Earnings per common share - Basic | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 0.14 | $ | 1.01 | $ | 0.24 | |||||||||||||
| Operating earnings per common share - Basic(1) | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.18 | $ | 0.01 | $ | 0.30 | ||||||||||||
| Earnings per common share - Diluted | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 0.14 | $ | 1.01 | $ | 0.24 | |||||||||||||
| Operating earnings per common share - Diluted(1) | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.18 | $ | 0.01 | $ | 0.29 | ||||||||||||
| Book value per common share | $ | 15.27 | $ | 15.19 | $ | 14.23 | $ | 15.41 | $ | 15.22 | $ | 15.27 | $ | 15.22 | ||||||||||||||
| Tangible book value per common share(1) | $ | 11.48 | $ | 11.40 | $ | 10.42 | $ | 11.59 | $ | 11.38 | $ | 11.48 | $ | 11.38 | ||||||||||||||
| Cash dividend per common share | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.10 | $ | 0.20 | $ | 0.20 | ||||||||||||||
| Weighted average shares outstanding - Basic | 24,701,319 | 24,706,593 | 24,701,260 | 24,695,685 | 24,683,734 | 24,703,942 | 24,677,425 | |||||||||||||||||||||
| Weighted average shares outstanding - Diluted | 24,714,229 | 24,722,734 | 24,701,260 | 24,719,920 | 24,708,484 | 24,718,458 | 24,706,086 | |||||||||||||||||||||
| Shares outstanding at end of period | 24,643,185 | 24,722,734 | 24,722,734 | 24,722,734 | 24,708,234 | 24,643,185 | 24,708,234 | |||||||||||||||||||||
| Asset Quality Ratios: | ||||||||||||||||||||||||||||
| Non-performing assets as a percent of total assets, excluding SBA guarantees | 1.90 | % | 0.28 | % | 0.29 | % | 0.25 | % | 0.25 | % | 1.90 | % | 0.25 | % | ||||||||||||||
| Net charge-offs (recoveries) as a percent of average loans (annualized) | 0.80 | % | 1.47 | % | 3.83 | % | 0.93 | % | 0.60 | % | 1.13 | % | 0.62 | % | ||||||||||||||
| Core net charge-offs (recoveries) as a percent of average loans (annualized)(1) | 0.15 | % | 0.06 | % | 0.05 | % | 0.11 | % | (0.07 | )% | 0.11 | % | 0.02 | % | ||||||||||||||
| Allowance for credit losses to total loans | 1.47 | % | 1.45 | % | 1.86 | % | 1.72 | % | 1.56 | % | 1.47 | % | 1.56 | % | ||||||||||||||
| Capital Ratios: | ||||||||||||||||||||||||||||
| Common equity to assets | 9.72 | % | 10.16 | % | 9.53 | % | 9.47 | % | 9.48 | % | ||||||||||||||||||
| Tangible common equity to tangible assets(1) | 7.49 | % | 7.82 | % | 7.16 | % | 7.29 | % | 7.27 | % | ||||||||||||||||||
| Leverage ratio(2) | 8.34 | % | 8.71 | % | 7.76 | % | 8.20 | % | 8.25 | % | ||||||||||||||||||
| Common equity tier 1 capital ratio(2) | 8.92 | % | 9.35 | % | 8.74 | % | 8.23 | % | 8.85 | % | ||||||||||||||||||
| Tier 1 risk-based capital ratio(2) | 9.22 | % | 9.66 | % | 9.05 | % | 8.51 | % | 9.14 | % | ||||||||||||||||||
| Total risk-based capital ratio(2) | 12.43 | % | 12.96 | % | 12.53 | % | 11.68 | % | 12.45 | % | ||||||||||||||||||
(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: | ||||||||||||||||||||
| 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 94,074 | $ | 57,044 | $ | 64,505 | $ | 77,274 | $ | 66,580 | ||||||||||
| Investment securities-available for sale | 242,073 | 241,638 | 235,903 | 242,543 | 232,867 | |||||||||||||||
| Investment securities-held to maturity | 8,850 | 9,153 | 9,448 | 9,766 | 10,649 | |||||||||||||||
| Loans held for sale | 126,869 | 74,439 | 247,108 | 458,722 | 94,644 | |||||||||||||||
| Loans receivable, net of deferred fees | 3,130,521 | 3,043,348 | 2,887,447 | 2,973,723 | 3,300,562 | |||||||||||||||
| Allowance for credit losses | (45,985 | ) | (44,021 | ) | (53,724 | ) | (51,132 | ) | (51,574 | ) | ||||||||||
| Net loans | 3,084,536 | 2,999,327 | 2,833,723 | 2,922,591 | 3,248,988 | |||||||||||||||
| Stock in Federal Reserve Bank and Federal Home Loan Bank | 12,998 | 12,983 | 13,037 | 20,875 | 16,837 | |||||||||||||||
| Bank premises and equipment, net | 19,642 | 19,210 | 19,432 | 19,668 | 19,946 | |||||||||||||||
| Operating lease right-of-use assets | 9,927 | 10,352 | 10,279 | 10,465 | 10,293 | |||||||||||||||
| Goodwill and other intangible assets | 93,508 | 93,804 | 94,124 | 94,444 | 94,768 | |||||||||||||||
| Assets held for sale, net | 2,181 | 2,420 | 5,497 | 9,864 | 5,136 | |||||||||||||||
| Bank-owned life insurance | 68,048 | 67,609 | 67,184 | 66,750 | 66,319 | |||||||||||||||
| Deferred tax assets, net | 19,466 | 21,399 | 26,466 | 25,582 | 25,232 | |||||||||||||||
| Consumer Program derivative asset | 1,177 | 1,597 | 4,511 | 7,146 | 9,929 | |||||||||||||||
| Investment in Panacea Financial Holdings, Inc. common stock | 6,586 | 21,277 | - | - | - | |||||||||||||||
| Other assets | 81,791 | 65,058 | 58,898 | 58,657 | 63,830 | |||||||||||||||
| Total assets | $ | 3,871,726 | $ | 3,697,310 | $ | 3,690,115 | $ | 4,024,347 | $ | 3,966,018 | ||||||||||
| Liabilities and stockholders' equity | ||||||||||||||||||||
| Demand deposits | $ | 477,705 | $ | 455,768 | $ | 438,917 | $ | 421,231 | $ | 420,241 | ||||||||||
| NOW accounts | 858,624 | 819,606 | 817,715 | 748,833 | 793,608 | |||||||||||||||
| Money market accounts | 744,321 | 785,552 | 798,506 | 835,099 | 831,834 | |||||||||||||||
| Savings accounts | 935,527 | 777,736 | 775,719 | 873,810 | 866,279 | |||||||||||||||
| Time deposits | 326,496 | 330,210 | 340,178 | 427,458 | 423,501 | |||||||||||||||
| Total deposits | 3,342,673 | 3,168,872 | 3,171,035 | 3,306,431 | 3,335,463 | |||||||||||||||
| Securities sold under agreements to repurchase - short term | 4,370 | 4,019 | 3,918 | 3,677 | 3,273 | |||||||||||||||
| Federal Home Loan Bank advances | - | - | - | 165,000 | 80,000 | |||||||||||||||
| Secured borrowings | 16,449 | 16,729 | 17,195 | 17,495 | 21,069 | |||||||||||||||
| Subordinated debt and notes | 96,020 | 95,949 | 95,878 | 95,808 | 95,737 | |||||||||||||||
| Operating lease liabilities | 11,195 | 11,639 | 11,566 | 11,704 | 11,488 | |||||||||||||||
| Other liabilities | 24,604 | 24,539 | 25,541 | 27,169 | 24,777 | |||||||||||||||
| Total liabilities | 3,495,311 | 3,321,747 | 3,325,133 | 3,627,284 | 3,571,807 | |||||||||||||||
| Total Primis common stockholders' equity | 376,415 | 375,563 | 351,756 | 381,022 | 376,047 | |||||||||||||||
| Noncontrolling interest | - | - | 13,226 | 16,041 | 18,164 | |||||||||||||||
| Total stockholders' equity | 376,415 | 375,563 | 364,982 | 397,063 | 394,211 | |||||||||||||||
| Total liabilities and stockholders' equity | $ | 3,871,726 | $ | 3,697,310 | $ | 3,690,115 | $ | 4,024,347 | $ | 3,966,018 | ||||||||||
| Tangible common equity(1) | $ | 282,907 | $ | 281,759 | $ | 257,632 | $ | 286,578 | $ | 281,279 | ||||||||||
Primis Financial Corp.
(Dollars in thousands)
Condensed Consolidated Statement of Operations (unaudited)
| For Three Months Ended: | For Six Months Ended: | |||||||||||||||||||||||||||
| 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | 2Q 2025 | 2Q 2024 | ||||||||||||||||||||||
| Interest and dividend income | $ | 47,627 | $ | 47,723 | $ | 51,338 | $ | 57,104 | $ | 52,191 | $ | 95,350 | $ | 102,544 | ||||||||||||||
| Interest expense | 22,447 | 21,359 | 25,261 | 29,081 | 27,338 | 43,806 | 52,422 | |||||||||||||||||||||
| Net interest income | 25,180 | 26,364 | 26,077 | 28,023 | 24,853 | 51,544 | 50,122 | |||||||||||||||||||||
| Provision for credit losses | 8,303 | 1,596 | 33,483 | 7,511 | 3,119 | 9,899 | 9,627 | |||||||||||||||||||||
| Net interest income after provision for credit losses | 16,877 | 24,768 | (7,406 | ) | 20,512 | 21,734 | 41,645 | 40,495 | ||||||||||||||||||||
| Account maintenance and deposit service fees | 1,675 | 1,339 | 1,276 | 1,398 | 1,780 | 3,014 | 3,254 | |||||||||||||||||||||
| Income from bank-owned life insurance | 438 | 425 | 434 | 431 | 981 | 863 | 1,544 | |||||||||||||||||||||
| Mortgage banking income | 7,893 | 5,615 | 5,140 | 6,803 | 6,402 | 13,508 | 11,976 | |||||||||||||||||||||
| Gain (loss) on sale of loans | 210 | - | (4 | ) | - | (29 | ) | 210 | 307 | |||||||||||||||||||
| Gains on Panacea Financial Holdings investment | 7,450 | 24,578 | - | - | - | 32,028 | - | |||||||||||||||||||||
| Gain on sale of Life Premium Finance portfolio, net of broker fees | - | - | 4,723 | - | - | - | - | |||||||||||||||||||||
| Consumer Program derivative | 593 | (292 | ) | 928 | 79 | 1,272 | 301 | 3,313 | ||||||||||||||||||||
| Gain (loss) on other investments | (308 | ) | 53 | 15 | 51 | 136 | (255 | ) | 342 | |||||||||||||||||||
| Other | 79 | 617 | 663 | 168 | 186 | 696 | 422 | |||||||||||||||||||||
| Noninterest income | 18,030 | 32,335 | 13,175 | 8,930 | 10,728 | 50,365 | 21,158 | |||||||||||||||||||||
| Employee compensation and benefits | 17,060 | 17,941 | 18,028 | 16,764 | 16,088 | 35,001 | 31,822 | |||||||||||||||||||||
| Occupancy and equipment expenses | 3,127 | 3,285 | 3,466 | 3,071 | 3,099 | 6,412 | 6,205 | |||||||||||||||||||||
| Amortization of intangible assets | 289 | 313 | 313 | 318 | 317 | 602 | 634 | |||||||||||||||||||||
| Virginia franchise tax expense | 577 | 577 | 631 | 631 | 632 | 1,154 | 1,263 | |||||||||||||||||||||
| Data processing expense | 3,037 | 2,849 | 3,434 | 2,552 | 2,347 | 5,886 | 4,578 | |||||||||||||||||||||
| Marketing expense | 720 | 514 | 499 | 449 | 499 | 1,234 | 958 | |||||||||||||||||||||
| Telecommunication and communication expense | 324 | 287 | 295 | 330 | 341 | 611 | 687 | |||||||||||||||||||||
| Professional fees | 2,413 | 2,225 | 3,129 | 2,914 | 2,976 | 4,638 | 4,341 | |||||||||||||||||||||
| Miscellaneous lending expenses | 900 | 834 | 1,446 | 1,098 | 285 | 1,734 | 737 | |||||||||||||||||||||
| Loss (gain) on bank premises and equipment | 5 | 106 | 13 | (352 | ) | (124 | ) | 111 | (124 | ) | ||||||||||||||||||
| Other expenses | 3,490 | 3,585 | 6,587 | 2,828 | 3,202 | 7,075 | 6,222 | |||||||||||||||||||||
| Noninterest expense | 31,942 | 32,516 | 37,841 | 30,603 | 29,662 | 64,458 | 57,323 | |||||||||||||||||||||
| Income (loss) before income taxes | 2,965 | 24,587 | (32,072 | ) | (1,161 | ) | 2,800 | 27,552 | 4,330 | |||||||||||||||||||
| Income tax expense (benefit) | 528 | 5,553 | (5,917 | ) | (304 | ) | 1,265 | 6,081 | 1,983 | |||||||||||||||||||
| Net Income (loss) | 2,437 | 19,034 | (26,155 | ) | (857 | ) | 1,535 | 21,471 | 2,347 | |||||||||||||||||||
| Noncontrolling interest | - | 3,602 | 2,820 | 2,085 | 1,901 | 3,602 | 3,555 | |||||||||||||||||||||
| Net income (loss) attributable to Primis' common shareholders | $ | 2,437 | $ | 22,636 | $ | (23,335 | ) | $ | 1,228 | $ | 3,436 | $ | 25,073 | $ | 5,902 | |||||||||||||
(1) See Reconciliation of Non-GAAP financial measures.
9
Primis Financial Corp.
(Dollars in thousands)
Loan Portfolio Composition
| For Three Months Ended: | ||||||||||||||||||||
| 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | ||||||||||||||||
| Loans held for sale | $ | 126,869 | $ | 74,439 | $ | 247,108 | $ | 458,722 | $ | 94,644 | ||||||||||
| Loans secured by real estate: | ||||||||||||||||||||
| Commercial real estate - owner occupied | 480,981 | 477,233 | 475,898 | 463,848 | 463,328 | |||||||||||||||
| Commercial real estate - non-owner occupied | 590,848 | 600,872 | 610,482 | 609,743 | 612,428 | |||||||||||||||
| Secured by farmland | 3,696 | 3,742 | 3,711 | 4,356 | 4,758 | |||||||||||||||
| Construction and land development | 106,443 | 104,301 | 101,243 | 105,541 | 104,886 | |||||||||||||||
| Residential 1-4 family | 571,206 | 576,837 | 588,859 | 607,313 | 608,035 | |||||||||||||||
| Multi-family residential | 157,097 | 157,443 | 158,426 | 169,368 | 171,512 | |||||||||||||||
| Home equity lines of credit | 62,103 | 60,321 | 62,954 | 62,421 | 62,152 | |||||||||||||||
| Total real estate loans | 1,972,374 | 1,980,749 | 2,001,573 | 2,022,590 | 2,027,099 | |||||||||||||||
| Commercial loans | 811,458 | 698,097 | 608,595 | 533,998 | 619,365 | |||||||||||||||
| Paycheck Protection Program loans | 1,729 | 1,738 | 1,927 | 1,941 | 1,969 | |||||||||||||||
| Consumer loans | 339,936 | 357,652 | 270,063 | 409,754 | 646,590 | |||||||||||||||
| Total Non-PCD loans | 3,125,497 | 3,038,236 | 2,882,158 | 2,968,283 | 3,295,023 | |||||||||||||||
| PCD loans | 5,024 | 5,112 | 5,289 | 5,440 | 5,539 | |||||||||||||||
| Total loans receivable, net of deferred fees | $ | 3,130,521 | $ | 3,043,348 | $ | 2,887,447 | $ | 2,973,723 | $ | 3,300,562 | ||||||||||
| Loans by Risk Grade: | ||||||||||||||||||||
| Pass Grade 1 - Highest Quality | 667 | 880 | 872 | 820 | 692 | |||||||||||||||
| Pass Grade 2 - Good Quality | 170,560 | 175,379 | 175,659 | 177,763 | 488,728 | |||||||||||||||
| Pass Grade 3 - Satisfactory Quality | 1,737,153 | 1,643,957 | 1,567,228 | 1,509,405 | 1,503,918 | |||||||||||||||
| Pass Grade 4 - Pass | 1,050,397 | 1,124,901 | 1,041,947 | 1,184,671 | 1,204,268 | |||||||||||||||
| Pass Grade 5 - Special Mention | 31,902 | 28,498 | 30,111 | 53,473 | 87,471 | |||||||||||||||
| Grade 6 - Substandard | 139,842 | 69,733 | 71,630 | 47,591 | 15,485 | |||||||||||||||
| Grade 7 - Doubtful | - | - | - | - | - | |||||||||||||||
| Grade 8 - Loss | - | - | - | - | - | |||||||||||||||
| Total loans | $ | 3,130,521 | $ | 3,043,348 | $ | 2,887,447 | $ | 2,973,723 | $ | 3,300,562 | ||||||||||
(Dollars in thousands)
Asset Quality Information
| For Three Months Ended: | ||||||||||||||||||||
| 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | ||||||||||||||||
| Allowance for Credit Losses: | ||||||||||||||||||||
| Balance at beginning of period | $ | (44,021 | ) | $ | (53,724 | ) | $ | (51,132 | ) | $ | (51,574 | ) | $ | (53,456 | ) | |||||
| Provision for for credit losses | (8,303 | ) | (1,596 | ) | (33,483 | ) | (7,511 | ) | (3,119 | ) | ||||||||||
| Net charge-offs | 6,339 | 11,299 | 30,891 | 7,953 | 5,001 | |||||||||||||||
| Ending balance | $ | (45,985 | ) | $ | (44,021 | ) | $ | (53,724 | ) | $ | (51,132 | ) | $ | (51,574 | ) | |||||
| Reserve for Unfunded Commitments: | ||||||||||||||||||||
| Balance at beginning of period | $ | (1,134 | ) | $ | (1,121 | ) | $ | (1,127 | ) | $ | (1,031 | ) | $ | (1,577 | ) | |||||
| (Expense for) / recovery of unfunded loan commitment reserve | (18 | ) | (13 | ) | 6 | (96 | ) | 546 | ||||||||||||
| Total Reserve for Unfunded Commitments | $ | (1,152 | ) | $ | (1,134 | ) | $ | (1,121 | ) | $ | (1,127 | ) | $ | (1,031 | ) | |||||
| Non-Performing Assets: | 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | |||||||||||||||
| Nonaccrual loans | $ | 53,059 | $ | 12,956 | $ | 15,026 | $ | 14,424 | $ | 11,289 | ||||||||||
| Accruing loans delinquent 90 days or more | 25,188 | 1,713 | 1,713 | 1,714 | 1,897 | |||||||||||||||
| Total non-performing assets | $ | 78,247 | $ | 14,669 | $ | 16,739 | $ | 16,138 | $ | 13,186 | ||||||||||
| SBA guaranteed portion of non-performing loans | $ | 4,750 | $ | 4,307 | $ | 5,921 | $ | 5,954 | $ | 3,268 |
10
Primis Financial Corp.
(Dollars in thousands)
Average Balance Sheet
| For Three Months Ended: | For Six Months Ended: | |||||||||||||||||||||||||||
| 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | 2Q 2025 | 2Q 2024 | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Loans held for sale | $ | 108,693 | $ | 170,509 | $ | 100,243 | $ | 98,110 | $ | 84,389 | $ | 139,431 | $ | 71,643 | ||||||||||||||
| Loans, net of deferred fees | 3,074,993 | 2,897,481 | 3,127,249 | 3,324,157 | 3,266,651 | 2,986,727 | 3,236,769 | |||||||||||||||||||||
| Investment securities | 249,485 | 245,216 | 253,120 | 242,631 | 244,308 | 247,362 | 242,743 | |||||||||||||||||||||
| Other earning assets | 98,369 | 86,479 | 96,697 | 83,405 | 73,697 | 92,457 | 75,382 | |||||||||||||||||||||
| Total earning assets | 3,531,540 | 3,399,685 | 3,577,309 | 3,748,303 | 3,669,045 | 3,465,977 | 3,626,537 | |||||||||||||||||||||
| Other assets | 272,910 | 241,912 | 237,704 | 243,715 | 243,196 | 252,469 | 245,641 | |||||||||||||||||||||
| Total assets | $ | 3,804,450 | $ | 3,641,597 | $ | 3,815,013 | $ | 3,992,018 | $ | 3,912,241 | $ | 3,718,446 | $ | 3,872,178 | ||||||||||||||
| Liabilities and equity | ||||||||||||||||||||||||||||
| Demand deposits | $ | 467,493 | $ | 446,404 | $ | 437,388 | $ | 421,908 | $ | 433,315 | $ | 457,007 | $ | 446,905 | ||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||||||
| NOW and other demand accounts | 821,893 | 805,522 | 787,884 | 748,202 | 778,458 | 813,752 | 776,201 | |||||||||||||||||||||
| Money market accounts | 759,107 | 788,067 | 819,803 | 859,988 | 823,156 | 773,507 | 818,651 | |||||||||||||||||||||
| Savings accounts | 882,227 | 754,304 | 767,342 | 866,375 | 866,652 | 818,619 | 833,490 | |||||||||||||||||||||
| Time deposits | 329,300 | 335,702 | 404,682 | 425,238 | 423,107 | 332,484 | 427,224 | |||||||||||||||||||||
| Total Deposits | 3,260,020 | 3,129,999 | 3,217,099 | 3,321,711 | 3,324,688 | 3,195,369 | 3,302,471 | |||||||||||||||||||||
| Borrowings | 117,701 | 116,955 | 160,886 | 238,994 | 158,919 | 117,330 | 139,553 | |||||||||||||||||||||
| Total Funding | 3,377,721 | 3,246,954 | 3,377,985 | 3,560,705 | 3,483,607 | 3,312,699 | 3,442,024 | |||||||||||||||||||||
| Other Liabilities | 36,649 | 38,280 | 39,566 | 36,527 | 34,494 | 37,461 | 34,708 | |||||||||||||||||||||
| Total liabilites | 3,414,370 | 3,285,234 | 3,417,551 | 3,597,232 | 3,518,101 | 3,350,160 | 3,476,732 | |||||||||||||||||||||
| Primis common stockholders' equity | 380,080 | 344,381 | 382,370 | 377,314 | 374,731 | 362,295 | 375,265 | |||||||||||||||||||||
| Noncontrolling interest | — | 11,982 | 15,092 | 17,472 | 19,409 | 5,991 | 20,181 | |||||||||||||||||||||
| Total stockholders' equity | 380,080 | 356,363 | 397,462 | 394,786 | 394,140 | 368,286 | 395,446 | |||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 3,794,450 | $ | 3,641,597 | $ | 3,815,013 | $ | 3,992,018 | $ | 3,912,241 | $ | 3,718,446 | $ | 3,872,178 | ||||||||||||||
| Net Interest Income | ||||||||||||||||||||||||||||
| Loans held for sale | $ | 1,754 | $ | 2,564 | $ | 1,553 | $ | 1,589 | $ | 1,521 | $ | 2,810 | $ | 2,428 | ||||||||||||||
| Loans | 42,963 | 42,400 | 46,831 | 52,699 | 48,024 | 86,871 | 94,857 | |||||||||||||||||||||
| Investment securities | 1,928 | 1,906 | 1,894 | 1,799 | 1,805 | 3,834 | 3,520 | |||||||||||||||||||||
| Other earning assets | 982 | 853 | 1,060 | 1,017 | 841 | 1,835 | 1,739 | |||||||||||||||||||||
| Total Earning Assets Income | 47,627 | 47,723 | 51,338 | 57,104 | 52,191 | 95,350 | 102,544 | |||||||||||||||||||||
| Non-interest bearing DDA | - | - | - | - | - | - | - | |||||||||||||||||||||
| NOW and other interest-bearing demand accounts | 4,603 | 4,515 | 4,771 | 4,630 | 4,827 | 9,118 | 9,294 | |||||||||||||||||||||
| Money market accounts | 5,271 | 5,420 | 6,190 | 7,432 | 6,788 | 10,691 | 13,300 | |||||||||||||||||||||
| Savings accounts | 7,793 | 6,418 | 7,587 | 8,918 | 8,912 | 14,211 | 16,957 | |||||||||||||||||||||
| Time deposits | 2,830 | 3,039 | 4,127 | 4,371 | 4,095 | 5,869 | 8,085 | |||||||||||||||||||||
| Total Deposit Costs | 20,497 | 19,392 | 22,675 | 25,351 | 24,622 | 39,889 | 47,636 | |||||||||||||||||||||
| Borrowings | 1,950 | 1,967 | 2,586 | 3,730 | 2,716 | 3,917 | 4,786 | |||||||||||||||||||||
| Total Funding Costs | 22,447 | 21,359 | 25,261 | 29,081 | 27,338 | 43,806 | 52,422 | |||||||||||||||||||||
| Net Interest Income | $ | 25,180 | $ | 26,364 | $ | 26,077 | $ | 28,023 | $ | 24,853 | $ | 51,544 | $ | 50,122 | ||||||||||||||
| Net Interest Margin | ||||||||||||||||||||||||||||
| Loans held for sale | 6.47 | % | 6.10 | % | 6.16 | % | 6.44 | % | 7.25 | % | 4.06 | % | 6.82 | % | ||||||||||||||
| Loans | 5.60 | % | 5.93 | % | 5.96 | % | 6.31 | % | 5.91 | % | 5.87 | % | 5.89 | % | ||||||||||||||
| Investments | 3.10 | % | 3.15 | % | 2.98 | % | 2.95 | % | 2.97 | % | 3.13 | % | 2.92 | % | ||||||||||||||
| Other Earning Assets | 4.00 | % | 4.00 | % | 4.36 | % | 4.85 | % | 4.59 | % | 4.00 | % | 4.64 | % | ||||||||||||||
| Total Earning Assets | 5.41 | % | 5.69 | % | 5.71 | % | 6.06 | % | 5.72 | % | 5.55 | % | 5.69 | % | ||||||||||||||
| NOW | 2.25 | % | 2.27 | % | 2.41 | % | 2.46 | % | 2.49 | % | 2.26 | % | 2.41 | % | ||||||||||||||
| MMDA | 2.79 | % | 2.79 | % | 3.00 | % | 3.44 | % | 3.32 | % | 2.79 | % | 3.27 | % | ||||||||||||||
| Savings | 3.54 | % | 3.45 | % | 3.93 | % | 4.10 | % | 4.14 | % | 3.50 | % | 4.09 | % | ||||||||||||||
| CDs | 3.45 | % | 3.67 | % | 4.06 | % | 4.09 | % | 3.89 | % | 3.56 | % | 3.81 | % | ||||||||||||||
| Cost of Interest Bearing Deposits | 2.94 | % | 2.93 | % | 3.25 | % | 3.48 | % | 3.42 | % | 2.94 | % | 3.35 | % | ||||||||||||||
| Cost of Deposits | 2.52 | % | 2.52 | % | 2.80 | % | 3.04 | % | 2.98 | % | 2.52 | % | 2.90 | % | ||||||||||||||
| Other Funding | 6.65 | % | 6.82 | % | 6.39 | % | 6.22 | % | 6.89 | % | 6.73 | % | 6.90 | % | ||||||||||||||
| Total Cost of Funds | 2.67 | % | 2.67 | % | 2.97 | % | 3.25 | % | 3.16 | % | 2.67 | % | 3.06 | % | ||||||||||||||
| Net Interest Margin | 2.86 | % | 3.15 | % | 2.90 | % | 2.97 | % | 2.72 | % | 3.00 | % | 2.78 | % | ||||||||||||||
| Net Interest Spread | 2.32 | % | 2.60 | % | 2.30 | % | 2.37 | % | 2.11 | % | 2.46 | % | 2.17 | % | ||||||||||||||
11
Primis Financial Corp.
(Dollars in thousands, except per share data)
Reconciliation of Non-GAAP items:
| For Three Months Ended: | For Six Months Ended: | |||||||||||||||||||||||||||
| 2Q 2025 | 1Q 2025 | 4Q 2024 | 3Q 2024 | 2Q 2024 | 2Q 2025 | 2Q 2024 | ||||||||||||||||||||||
| Net income (loss) attributable to Primis' common shareholders | $ | 2,437 | $ | 22,636 | $ | (23,335 | ) | $ | 1,228 | $ | 3,436 | $ | 25,073 | $ | 5,902 | |||||||||||||
| 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 | 1,453 | 1,125 | 1,891 | |||||||||||||||||||||
| Gains on Panacea Financial Holdings investment | (7,450 | ) | (24,578 | ) | - | - | - | (32,028 | ) | - | ||||||||||||||||||
| Gains on sale of closed bank branch buildings | - | 107 | - | (352 | ) | (124 | ) | 107 | (124 | ) | ||||||||||||||||||
| 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 | ) | (287 | ) | 5,929 | (382 | ) | ||||||||||||||||||
| Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring income and expenses | $ | (3,222 | ) | $ | 3,572 | $ | (24,148 | ) | $ | 2,012 | $ | 4,478 | $ | 350 | $ | 7,287 | ||||||||||||
| Net income (loss) attributable to Primis' common shareholders | $ | 2,437 | $ | 22,636 | $ | (23,335 | ) | $ | 1,228 | $ | 3,436 | $ | 25,073 | $ | 5,902 | |||||||||||||
| Income tax expense (benefit) | 528 | 5,553 | (5,917 | ) | (304 | ) | 1,265 | 6,081 | 1,983 | |||||||||||||||||||
| Provision for credit losses (incl. unfunded commitment expense) | 8,321 | 1,609 | 33,477 | 7,607 | 2,573 | 9,930 | 9,079 | |||||||||||||||||||||
| Pre-tax pre-provision earnings | $ | 11,286 | $ | 29,798 | $ | 4,225 | $ | 8,531 | $ | 7,274 | $ | 41,084 | $ | 16,964 | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | (7,218 | ) | (23,434 | ) | (1,037 | ) | 1,000 | 1,329 | (30,652 | ) | 1,767 | |||||||||||||||||
| Pre-tax pre-provision operating earnings | $ | 4,068 | $ | 6,364 | $ | 3,188 | $ | 9,531 | $ | 8,603 | $ | 10,432 | $ | 18,731 | ||||||||||||||
| Return on average assets | 0.26 | % | 2.52 | % | (2.43 | )% | 0.12 | % | 0.35 | % | 1.36 | % | 0.31 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | (0.60 | )% | (2.12 | )% | (0.08 | )% | 0.08 | % | 0.11 | % | (1.34 | )% | 0.07 | % | ||||||||||||||
| Operating return on average assets | (0.34 | )% | 0.40 | % | (2.51 | )% | 0.20 | % | 0.46 | % | 0.02 | % | 0.38 | % | ||||||||||||||
| Return on average assets | 0.26 | % | 2.52 | % | (2.43 | )% | 0.12 | % | 0.35 | % | 1.36 | % | 0.31 | % | ||||||||||||||
| Effect of tax expense | 0.06 | % | 0.62 | % | (0.62 | )% | (0.03 | )% | 0.13 | % | 0.33 | % | 0.10 | % | ||||||||||||||
| Effect of provision for credit losses (incl. unfunded commitment expense) | 0.88 | % | 0.18 | % | 3.49 | % | 0.77 | % | 0.27 | % | 0.54 | % | 0.47 | % | ||||||||||||||
| Pre-tax pre-provision return on average assets | 1.20 | % | 3.32 | % | 0.44 | % | 0.86 | % | 0.75 | % | 2.23 | % | 0.88 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses and expenses | (0.76 | )% | (2.61 | )% | (0.11 | )% | 0.10 | % | 0.10 | % | (1.66 | )% | 0.09 | % | ||||||||||||||
| Pre-tax pre-provision operating return on average assets | 0.44 | % | 0.71 | % | 0.33 | % | 0.96 | % | 0.85 | % | 0.57 | % | 0.97 | % | ||||||||||||||
| Return on average common equity | 2.57 | % | 26.66 | % | (24.28 | )% | 1.31 | % | 3.69 | % | 13.96 | % | 3.16 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | (5.97 | )% | (22.45 | )% | (0.85 | )% | 0.84 | % | 1.12 | % | (13.77 | )% | 0.74 | % | ||||||||||||||
| Operating return on average common equity | (3.40 | )% | 4.21 | % | (25.13 | )% | 2.15 | % | 4.81 | % | 0.19 | % | 3.90 | % | ||||||||||||||
| Effect of goodwill and other intangible assets | (1.11 | )% | 1.57 | % | (8.20 | )% | 0.71 | % | 1.61 | % | 0.07 | % | 1.33 | % | ||||||||||||||
| Operating return on average tangible common equity | (4.51 | )% | 5.78 | % | (33.33 | )% | 2.86 | % | 6.42 | % | 0.26 | % | 5.23 | % | ||||||||||||||
| Efficiency ratio | 73.92 | % | 55.39 | % | 96.36 | % | 82.98 | % | 83.42 | % | 63.25 | % | 80.42 | % | ||||||||||||||
| Effect of adjustment for nonrecurring income and expenses | 14.75 | % | 36.58 | % | 2.54 | % | (2.87 | )% | (3.79 | )% | 27.02 | % | (2.48 | )% | ||||||||||||||
| Operating efficiency ratio | 88.67 | % | 91.97 | % | 98.90 | % | 80.11 | % | 79.63 | % | 90.27 | % | 77.94 | % | ||||||||||||||
| Earnings per common share - Basic | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 0.14 | $ | 1.01 | $ | 0.24 | |||||||||||||
| Effect of adjustment for nonrecurring income and expenses | (0.23 | ) | (0.78 | ) | (0.04 | ) | 0.03 | 0.04 | (1.00 | ) | 0.06 | |||||||||||||||||
| Operating earnings per common share - Basic | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.18 | $ | 0.01 | $ | 0.30 | ||||||||||||
| Earnings per common share - Diluted | $ | 0.10 | $ | 0.92 | $ | (0.94 | ) | $ | 0.05 | $ | 0.14 | $ | 1.01 | $ | 0.24 | |||||||||||||
| Effect of adjustment for nonrecurring income and expenses | (0.23 | ) | (0.78 | ) | (0.04 | ) | 0.03 | 0.04 | (1.00 | ) | 0.05 | |||||||||||||||||
| Operating earnings per common share - Diluted | $ | (0.13 | ) | $ | 0.14 | $ | (0.98 | ) | $ | 0.08 | $ | 0.18 | $ | 0.01 | $ | 0.29 | ||||||||||||
| Book value per common share | $ | 15.27 | $ | 15.19 | $ | 14.23 | $ | 15.41 | $ | 15.22 | $ | 15.27 | $ | 15.22 | ||||||||||||||
| Effect of goodwill and other intangible assets | (3.79 | ) | (3.79 | ) | (3.81 | ) | (3.82 | ) | (3.84 | ) | (3.79 | ) | (3.84 | ) | ||||||||||||||
| Tangible book value per common share | $ | 11.48 | $ | 11.40 | $ | 10.42 | $ | 11.59 | $ | 11.38 | $ | 11.48 | $ | 11.38 | ||||||||||||||
| Net charge-offs (recoveries) as a percent of average loans (annualized) | 0.80 | % | 1.47 | % | 3.83 | % | 0.93 | % | 0.60 | % | 1.13 | % | 0.62 | % | ||||||||||||||
| Impact of third-party consumer portfolio | (0.65 | )% | (1.41 | )% | (3.78 | )% | (0.82 | )% | (0.67 | )% | (1.02 | )% | (0.60 | )% | ||||||||||||||
| Core net charge-offs (recoveries) as a percent of average loans (annualized) | 0.15 | % | 0.06 | % | 0.05 | % | 0.11 | % | (0.07 | )% | 0.11 | % | 0.02 | % | ||||||||||||||
| Total Primis common stockholders' equity | $ | 376,415 | $ | 375,563 | $ | 351,756 | $ | 381,022 | $ | 376,047 | $ | 376,415 | $ | 376,047 | ||||||||||||||
| Less goodwill and other intangible assets | (93,508 | ) | (93,804 | ) | (94,124 | ) | (94,444 | ) | (94,768 | ) | (93,508 | ) | (94,768 | ) | ||||||||||||||
| Tangible common equity | $ | 282,907 | $ | 281,759 | $ | 257,632 | $ | 286,578 | $ | 281,279 | $ | 282,907 | $ | 281,279 | ||||||||||||||
| Common equity to assets | 9.72 | % | 10.16 | % | 9.53 | % | 9.47 | % | 9.48 | % | 9.72 | % | 9.48 | % | ||||||||||||||
| Effect of goodwill and other intangible assets | (2.23 | )% | (2.34 | )% | (2.37 | )% | (2.18 | )% | (2.21 | )% | (2.23 | )% | (2.21 | )% | ||||||||||||||
| Tangible common equity to tangible assets | 7.49 | % | 7.82 | % | 7.16 | % | 7.29 | % | 7.27 | % | 7.49 | % | 7.27 | % | ||||||||||||||
| Net interest margin | 2.86 | % | 3.15 | % | 2.90 | % | 2.97 | % | 2.72 | % | 3.00 | % | 2.78 | % | ||||||||||||||
| Effect of adjustment for Consumer Portfolio | 0.26 | % | (0.02 | )% | 0.01 | % | (0.17 | )% | 0.13 | % | 0.12 | % | 0.14 | % | ||||||||||||||
| Core net interest margin | 3.12 | % | 3.13 | % | 2.91 | % | 2.80 | % | 2.85 | % | 3.12 | % | 2.92 | % | ||||||||||||||
12
Exhibit 99.2
Second Quarter 2025 NASDAQ: FRST
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 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, 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 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, including, without l imi tation, 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 cap tions “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 o bligation 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 a re cautioned not to place undue reliance on these forward - looking statements. 2
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 su bstitute for analysis of the results or financial condition as reported under GAAP. 3
4 Pricing as of July 22, 2025. Financial data as of or for the three months ended June 30, 2025. (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. (2) Mean analyst estimates per Bloomberg. (3) Includes swept deposits 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 (3) : TCE / TA: Total Capital: ROAA: ROTCE: Core Net Interest Margin: Cost of Core Bank Deposits: $294 0.78x 1.04x 8.60x 7.40x $3.87B $3.13B $3.38B 7.49% 12.43% 0.26% 3.41% 3.12% 1.79% McLean, VA Glen Allen, VA 24 FRST
5 (1) Peers based on FRST proxy compensation peer group (2) Using 6/30/25 Tangible Book Value with pricing at 7/22/25. See reconciliation of Non - GAAP financial measures beginning on slide 19. • Attractive Entry Point Attractive entry point for a bank uniquely positioned in our region at 104% of TBV (2) • Organic Growth Story Steady growth focused on prime quality assets with higher margins and low incremental efficiency ratios • Real Operating Leverage High Incremental Margins are straight to bottom line as the Company continues to find expense savings • No Unprofitable Pressures on our Company: • Zero pressure to chase every pricey deposit or be concerned with competition’s rates…no risk to our core deposit value • Zero pressure to chase investor CRE in our region or negotiate thinner margins for loan growth’s sake • Zero pressure to build staffing levels or invest in new systems • Attractive Franchise and Story • Rare franchise in our region with limited CRE focus and 100% core funded. Scalable strategies for larger upstream acquirers • Balanced strategy with national loan and deposit initiatives that bring virtually no credit risk or interest rate risk Our Value Proposition Significant Upside Just to Peer Group Average (1) Peer Group Average of 1.33x TBV implies 28% upside 0.54 0.92 1.04 1.04 1.05 1.07 1.23 1.32 1.45 1.53 1.78 3.08 BCBP MNSB CCNE MVBF FRST SFST CARE MPB FRBA CFFI BWFG JMSB SHBI HTB CBAN PFIS SMBK ORRF ACNB CCBG MCBS FCBC CHCO
6 (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. Q2 2025 $11,286 Reported PTPP Earnings (7,450) PFH Gain 232 Nonrecurring $4,068 Operating PTPP Earnings 2,037 Consumer Program Reversal 289 Core Deposit Intangibles 1,700 Normalized Expense $8,094 Adjusted Operating PTPP Additional Earnings Strategies already in place 1,200 Mortgage Pick Up 1,200 Technology related 1,900 Growth in Earning Assets 675 Loan & Deposit Repricing (2H25) • Operating earnings going forward will benefit from lower Consumer Program reversals, no core deposit intangible amortization and lower period expenses • Run - rate pre - tax pre - provision earnings don’t include upside that is expected from: • Mortgage – Expected revenue from conversion of existing construction loans • Technology – Newly negotiated terms start August 1, 2025. • Growth – Achieving $3.75 billion of earning assets at current margin levels • Repricing - activity in the loan portfolio Expectation of Future Operating Earnings (1)
7 Q2’25 Q1’25 Q4’24 Q3’24 Q2’24 243,758 162,034 178,162 174,870 262,544 New and Renewed Loans 7.57% 7.46% 7.61% 7.21% 7.25% New and Renewed Loan Yields 84,463 75,904 76,904 105,864 168,505 Core Bank Deposit Production $'s 2.40% 2.39% 2.04% 3.04% 4.20% Core Bank Deposit Production Costs 35,533 22,347 13,365 37,769 20,608 Digital Deposit Production $'s 4.06% 4.19% 4.93% 5.06% 5.03% Digital Deposit Production Costs 119,996 98,251 90,269 143,633 189,113 Total Deposit Production $'s 2.89% 2.80% 2.47% 3.57% 4.29% Total Deposit Production Costs 4.68% 4.66% 5.14% 3.64% 2.96% Net Spread Spreads on All Activity are Over 4.50% for 3 Quarters How Profitable Is Our Loan and Deposit Pricing? • Spread negatively impacted in 2024 by LPF production that was consistently around 2.25% - 2.50% • Spread positively impacted in 2025 by > 10% annualized growth rate in NIB deposits as well as much higher yields on Warehouse vs. LPF. 2.96% 3.64% 5.14% 4.66% 4.68% Q2'24 Q3'24 Q4'24 Q1'25 Q2'25
8 Core Bank results based on management reporting excluding business lines and with estimated corporate allocations. Q2’25 excludes effects of commercial real estate property downgraded to substandard in the quarter. Core Bank Balance Sheet & Earnings Core Bank Developments • 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 Q3 (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 (only 22% of current pipeline) • Lending focused on Residential Builders, C&I and OO CRE QoQ change Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 (4.8%) $2,118.4 $2,148.3 $2,186.7 $2,216.0 $2,224.8 Loans (5.1%) $2,439.5 $2,471.6 $2,537.4 $2,543.2 $2,569.6 Earning Assets (5.3%) $2,651.4 $2,678.9 $2,755.9 $2,769.2 $2,800.3 Total Assets (3.7%) $440.0 $441.4 $432.4 $433.7 $457.0 NIB (4.0%) $1,729.7 $1,761.1 $1,772.8 $1,786.4 $1,801.5 IB Deposits (3.9%) $2,169.7 $2,202.5 $2,205.3 $2,220.0 $2,258.5 Total Deposits (0.6%) $23.1 $21.8 $20.2 $22.0 $23.2 Net Interest Income (264.1%) ($0.6) $5.5 $2.3 ($1.4) $0.3 Provision (6.3%) $2.0 $1.8 $2.0 $2.5 $2.1 Non - Interest Income 1.8% $14.1 $15.7 $14.5 $14.1 $13.9 Non - Interest Expense 3.4% $11.6 $2.4 $5.4 $11.8 $11.2 Pretax Earnings 3.4% $9.1 $1.9 $4.3 $9.3 $8.8 After Tax Earnings 8.0% 1.38% 0.33% 0.61% 1.33% 1.28% ROA 3.7% 3.79% 3.64% 3.17% 3.44% 3.65% Net Interest Margin 2.9% 56.21% 66.45% 65.19% 57.77% 54.64% Efficiency 9.0% 1.83% 2.07% 1.81% 1.69% 1.68% Overhead Ratio 0.2% 20.28% 20.04% 19.61% 19.53% 20.23% NIB/Total Deposits (0.9%) 97.64% 97.54% 99.16% 99.82% 98.51% Loans / Deposits Q2 excludes effects of commercial real estate property downgraded to substandard in the quarter. Q2 excludes effects of commercial real estate property downgraded to substandard in the quarter. Q2 excludes effects of commercial real estate property downgraded to substandard in the quarter. Q2 excludes effects of commercial real estate property downgraded to substandard in the quarter.
9 • June operating ratios on $156 million in average O/S: • AT ROAA: 2.44% • Yields: 7.53% • Margin: 4.18% (with FTP funding): • Efficiency: 24.7% • O/H Ratio: 1.02% • Ending Q2 balance of $184 million with line usage improving each month • Plan to augment growth with larger top - tier lines and MSR relationships through 2025 and 2026 • Low cost/NIB balances are generally 10% - 15% of total outstanding balances (11% at June 30) $53 $67 $147 $191 $317 $409 $614 $816 $1,108 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 $250mm O/S $350mm O/S $500mm O/S Monthly Pretax Contribution from Warehouse (000's) Highly Scalable Business – Accretive to all Operating Ratios Impressive Operating Results – Early Stage • Adequate approved lines now to achieve $250mm in average outstandings • Growth to $350mm and $500mm are 2026 and 2027 levels • Both assume tighter margins but slightly improved opex ratios achieved with scale
10 Growth Despite Rate Environment • Pickup in Q2’25 results from: • Recruitment of #4 Nationwide VA lender in 1Q • Recruitment of #1 originator team in Nashville, Tn in 1Q • Top 7 originators up 55% over 2Q 24. • Demonstrated growth in difficult mortgage environment with disciplined recruiting • Recent hires have added >$500 million to annualized run - rate production • Applications last week of June up 100% versus year ago period • Anticipate exiting 2025 with $2 billion of run - rate production $85.9 $183.8 $129.8 $212.1 $205.7 $323.5 Quarterly Lock Volume (in Millions) Quarterly Developments in Mortgage Q4’22 Q2’23 Q4’23 Q2’24 Q4’24 Q2’25
11 $376 $392 $434 $474 $505 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Total Loans ($MM) • Customer deposits outstanding at Q2’25 of $107 million up 58% since Q2’24 • Banking over 7,000 Doctors compared to 5,000 in Q2’24 • #1 Ranked "Bank for Doctors" on Google
12 • Rebuilding earning assets back slowly with growth equally from the core bank, mortgage warehouse and Panacea • Expect growth to moderate by year end and manage earning assets in the $3.75 billion to $3.85 billion for the coming quarters • Management expects this EA growth to carry the margin to 3.20% range. Then continued shifts in deposit mix and costs to be the Company’s focus. • Rebuilding average earning assets to Q3’24 levels adds 15 basis points to ROA and $0.25 to annualized EPS Rebuilding Earning Assets with Quality and Yield $3.59 $3.55 $3.60 $3.63 $3.72 $3.77 $3.44 $3.43 $3.61 $3.69 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Proj Q3'25
13 Core Bank Deposit Composition – Q2’25 NIB Growing Faster than Most of the Industry • Our Bank is 100% core funded (zero brokered and limited municipal deposits) • Approximately 15% 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 customer in our region and nationally beginning in the third quarter 2025 • Warehouse funding 10% - 15% of outstandings with NIB • Panacea broadly introducing NIB and low - cost strategies to build balances $436.8 $435.2 $450.1 $454.0 $475.4 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 NIB Deposits (millions) CDs 13% MMDA 31% NIB 19% NOW 24% Savings 13%
14 (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 3.12% 3.13% 2.91% 2.80% 2.85% Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 Net Interest Margin
15 • Control of Opex burden drives significant operating leverage as we rebuild EA levels. • The Bank has methodically consolidated positions and systems for almost 8 quarters • Negotiated better contact terms with core provider and other vendors. Expect $0.92 million of savings in 3Q and $1.3 million in Q4 over Q2’25 levels Virtually No Growth in Core Opex Burden Core Opex Burden – 5 Quarters Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 ($ in thousands) $31,927 $32,516 $37,841 $30,603 $29,662 Reported Noninterest Expense - ($4,754) ($3,641) ($2,576) ($2,347) PFH Consolidated Expenses $31,927 $27,762 $34,200 $28,027 $27,315 Noninterest Expense Excl . PFH ($232) ($1,144) ($3,686) ($1,000) ($1,329) Nonrecurring ($8,514) ($5,569) ($6,354) ($6,436) ($6,084) Primis Mortgage Expenses ($518) ($622) ($681) ($699) ($312) Consumer Program Servicing Fee ($18) ($13) $6 ($96) $546 Reserve for Unfunded Commitment ($9,282) ($7,348) ($10,715) ($8,231) ($7,179) Total Adjustments $22,645 $20,414 $23,485 $19,796 $20,136 Core Operating Expense Burden $20.1 $22.6 $20.4 $23.5 $19.8 $20.1 Proj Q3'25 Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 Core Opex Burden (in Millions)
Core NCOs / Average Loans (2) Remaining Office Exposure (1) (1) Excludes office real estate balances downgraded in Q2’25. (2) See reconciliation of Non - GAAP financial measures beginning on slide 19. CRE - OO 15% CRE - NOO 19% C&D 4% Residential 23% C&I 26% Consumer 11% Other 2% (0.07%) 0.11% 0.05% 0.06% 0.15% Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 LTV Balance Count Non Owner - Occupied Office 66% $7,093,718 6 R/E Comm Medical Office 59% $38,407,541 25 R/E Comm Office Bldg 37% $18,058,582 12 R/E Comm Warehouse 54% $63,559,841 43 Total • Office exposure excluding medical and warehouse is low in the aggregate at $38 million with LTV of 59% • Average office loan size is relatively low at $1.5 million 16
17 • 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 • Only $321 thousand of interest income recognized in Q2’25 from promo expirations versus an average of $3 million each of the prior three quarters • Expected interest income recognition of $1.7 to $1.9 million 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. Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 $123,892 $148,265 $172,634 $175,204 $194,217 Total Loans (1) $9,662 $17,530 $39,129 $55,641 $77,179 Full Deferral Promo Loans $4,109 $8,150 $12,995 $6,935 $4,661 Loans DQ2+ $13,285 $23,769 $36,397 $19,533 $22,250 ACL+Discount 323% 292% 280% 282% 477% ACL + Disc. / DQ2+ $2,077 $5,676 $5,831 $5,152 $2,260 Gross Interest Recognized ($2,037) ($2,832) ($2,512) - - Interest Reversed $40 $2,844 $3,319 $5,152 $2,260 Net Interest Recognized
18 (1) See reconciliation of Non - GAAP financial measures beginning on slide 19. Increasing levels of TBV • Management is slowly building earning asset levels back with substantial operating leverage to achieve ROA goals • Will have slower growth rates in 2026 and beyond but drive profitability from improved deposit mix and operating expense levels. • Target TCE / TA and consolidated CET1 of 8.50% and 10.0%, respectively. • Very modest repurchases of FRST stock during the quarter amounted to approximately 80 thousand shares at $10.00 per share. TBV and Capital Levels $11.48 $11.40 $10.42 $11.59 $11.38 Q2'25 Q1'25 Q4'24 Q3'24 Q2'24
19 Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 Reconciliation of Non - GAAP items: $2,437 $22,636 ($23,335) $1,228 $3,436 Net income (loss) attributable to Primis' common shareholders Non - GAAP adjustments to Net Income: $0 $144 $0 $0 $0 Branch Consolidation / Other restructuring $232 $893 $1,782 $1,352 $1,453 Professional fee expense related to accounting matters and LPF sale ($7,450) ($24,578) $0 $0 $0 Gains on Panacea Financial Holdings investment $0 $107 $0 ($352) ($124) Gains on sale of closed bank branch buildings $0 $0 ($4,723) $0 $0 Gain on sale of Life Premium Finance portfolio, net of broker fees $0 $0 $1,904 $0 $0 Consumer program fraud losses $1,559 $4,370 $224 ($216) ($287) Income tax effect ($3,222) $3,572 ($24,148) $2,012 $4,478 Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring income and expenses $2,437 $22,636 ($23,335) $1,228 $3,436 Net income (loss) attributable to Primis' common shareholders $528 $5,553 ($5,917) ($304) $1,265 Income tax expense (benefit) $8,321 $1,609 $33,477 $7,607 $2,573 Provision for credit losses (incl. unfunded commitment expense) $11,286 $29,798 $4,225 $8,531 $7,274 Pre - tax pre - provision earnings ($7,218) ($23,434) ($1,037) $1,000 $1,329 Effect of adjustment for nonrecurring income and expenses $4,068 $6,364 $3,188 $9,531 $8,603 Pre - tax pre - provision operating earnings 0.26% 2.52% (2.43%) 0.12% 0.35% Return on average assets (0.60%) (2.12%) (0.08%) 0.08% 0.11% Effect of adjustment for nonrecurring income and expenses (0.34%) 0.40% (2.51%) 0.20% 0.46% Operating return on average assets 0.26% 2.52% (2.43%) 0.12% 0.35% Return on average assets 0.06% 0.62% (0.62%) (0.03%) 0.13% Effect of tax expense 0.89% 0.18% 3.49% 0.77% 0.27% Effect of provision for credit losses (incl. unfunded commitment expense) 1.19% 3.32% 0.44% 0.86% 0.75% Pre - tax pre - provision return on average assets (0.76%) (2.61%) (0.11%) 0.10% 0.10% Effect of adjustment for nonrecurring income and expenses and expenses 0.43% 0.71% 0.33% 0.96% 0.85% Pre - tax pre - provision operating return on average assets 2.57% 26.66% (24.28%) 1.31% 3.69% Return on average common equity (5.97%) (22.45%) (0.85%) 0.84% 1.12% Effect of adjustment for nonrecurring income and expenses (3.40%) 4.21% (25.13%) 2.15% 4.81% Operating return on average common equity (1.11%) 1.57% (8.20%) 0.71% 1.61% Effect of goodwill and other intangible assets (4.51%) 5.78% (33.33%) 2.86% 6.42% Operating return on average tangible common equity
20 Q2'25 Q1'25 Q4'24 Q3'24 Q2'24 Reconciliation of Non - GAAP items: 73.92% 55.39% 96.36% 82.98% 83.42% Efficiency ratio 14.75% 36.58% 2.54% (2.87%) (3.79%) Effect of adjustment for nonrecurring income and expenses 88.67% 91.97% 98.90% 80.11% 79.63% Operating efficiency ratio $0.10 $0.92 ($0.94) $0.05 $0.14 Earnings per common share - Basic ($0.23) ($0.78) ($0.04) $0.03 $0.04 Effect of adjustment for nonrecurring income and expenses ($0.13) $0.14 ($0.98) $0.08 $0.18 Operating earnings per common share - Basic $0.10 $0.92 ($0.94) $0.05 $0.14 Earnings per common share - Diluted ($0.23) ($0.78) ($0.04) $0.03 $0.04 Effect of adjustment for nonrecurring income and expenses ($0.13) $0.14 ($0.98) $0.08 $0.18 Operating earnings per common share - Diluted $15.27 $15.19 $14.23 $15.41 $15.22 Book value per common share ($3.80) ($3.79) ($3.81) ($3.82) ($3.84) Effect of goodwill and other intangible assets $11.48 $11.40 $10.42 $11.59 $11.38 Tangible book value per common share 0.80% 1.47% 3.83% 0.93% 0.60% Net charge - offs (recoveries) as a percent of average loans (annualized) (0.65%) (1.41%) (3.78%) (0.82%) (0.67%) Impact of third - party consumer portfolio 0.15% 0.06% 0.05% 0.11% (0.07%) Core net charge - offs (recoveries) as a percent of average loans (annualized) $376,415 $375,563 $351,756 $381,022 $376,047 Total Primis common stockholders' equity ($93,508) ($93,804) ($94,124) ($94,444) ($94,768) Less goodwill and other intangible assets $282,907 $281,759 $257,632 $286,578 $281,279 Tangible common equity 9.72% 10.16% 9.53% 9.47% 9.48% Common equity to assets (2.23%) (2.34%) (2.37%) (2.18%) (2.21%) Effect of goodwill and other intangible assets 7.49% 7.82% 7.16% 7.29% 7.27% Tangible common equity to tangible assets 2.86% 3.15% 2.90% 2.97% 2.72% Net interest margin 0.26% (0.02%) 0.01% (0.17%) 0.13% Effect of adjustment for Consumer Portfolio 3.12% 3.13% 2.91% 2.80% 2.85% Core net interest margin