Primis Financial Corp 8-K/A, filed Jun 1, 2022

Primis Financial Corp. (FRST)

8-K/A 2022-06-01 For: 2022-04-28

Added on April 06, 2026

About this 8-K/A

Primis Financial Corp filed this 8-K/A on June 1, 2022, reporting on events of April 28, 2022.

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
COMMON STOCK		FRST		The Nasdaq Stock Market LLC

Exhibit No.		Description

10.01		Stock Purchase Agreement dated April 28, 2022 by and among SeaTrust Mortgage Company, Community First Bank, Inc. and Primis Bank^*
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

^*Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the relevant agreement. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

			Page
ARTICLE I Definitions			1
	1.01	Definitions	1
	1.02	Interpretation	13
ARTICLE II Purchase and Sale, Purchase Price, Allocation and Other Related Matters			14
	2.01	Purchase and Sale	14
	2.02	Purchase Price.	14
	2.03	Withholding Taxes	14
	2.04	Sales and Transfer Taxes	15
ARTICLE III Closing and Closing Date Deliveries			15
	3.01	Closing	15
	3.02	Closing Deliveries by Seller	15
	3.03	Closing Deliveries by Buyer	16
	3.04	Cooperation	16
ARTICLE IV Representations and Warranties of Seller and the Company			17
	4.01	Authority of Seller.	17
	4.02	Due Formation and Qualification; Shares; No Subsidiaries.	17
	4.03	No Violations; Consents.	18
	4.04	Financial Statements.	18
	4.05	Absence of Changes	19
	4.06	Contracts.	19
	4.07	Real Property.	21
	4.08	Tangible Personal Property; Sufficiency.	22
	4.09	Litigation	22
	4.10	Compliance with Laws	22
	4.11	Labor Matters.	22
	4.12	Employee Benefit Matters.	25
	4.13	COVID-19 Matters.	27
	4.14	Taxes.	29
	4.15	Mortgage Business Compliance.	31
	4.16	Environmental Matters.	36

	4.17	Brokers	36
	4.18	Insurance.	36
	4.19	Intellectual Property.	36
	4.20	Transactions with Affiliates.	39
	4.21	Unlawful Payments	39
	4.22	Data Protection; Sensitive Data.	39
	4.23	Maryland Licensing.	40
ARTICLE V Representations and Warranties of Buyer			40
	5.01	Due Formation	40
	5.02	Authority	40
	5.03	No Violations.	41
	5.04	Brokers	41
	5.05	Litigation	41
	5.06	Financial Ability	41
	5.07	Acquisition of Shares for Investment	41
ARTICLE VI Pre-Closing Covenants			42
	6.01	Consents; Government Filings.	42
	6.02	Access to Records	43
	6.03	Conduct Pending Closing	43
	6.04	Commercially Reasonable Efforts	45
	6.05	Exclusive Dealing	46
	6.06	Notice of Certain Events	46
	6.07	Protective Covenant Agreement	46
	6.08	Employment Agreements	46
ARTICLE VII Conditions to Closing Applicable to Buyer			47
	7.01	Bring-Down of Seller Warranties and Covenants	47
	7.02	No Order	47
	7.03	Employment Agreements	47
	7.04	Closing Deliverables	47
	7.05	Third Person Consents	47
ARTICLE VIII Conditions to Closing Applicable to Seller			48
	8.01	Bring-Down of Buyer Warranties and Covenants	48

	8.02	No Order	48
	8.03	Closing Deliverables	48
	8.04	Termination of Seller Obligations	48
ARTICLE IX Termination			48
	9.01	Termination	48
	9.02	Effect of Termination	49
ARTICLE X Certain Other Understandings			49
	10.01	Employee Matters.	49
	10.02	Tax Matters.	51
	10.03	Post-Closing Access to Records and Records Retention.	54
	10.04	Contact with Customers, Suppliers, and Other Business Relations	55
	10.05	D&O Indemnification.	55
ARTICLE XI Indemnification			56
	11.01	Indemnification Obligations of Seller	56
	11.02	Indemnification Obligations of Buyer	57
	11.03	Indemnification Procedure.	57
	11.04	Survival	59
	11.05	Liability Limits	59
	11.06	Tax Treatment of Indemnification.	60
ARTICLE XII Miscellaneous			60
	12.01	Cost and Expenses	60
	12.02	Entire Agreement; Amendment	60
	12.03	Counterparts	61
	12.04	Assignment, Successors and Assigns	61
	12.05	Savings Clause	61
	12.06	Headings	61
	12.07	Governing Law	61
	12.08	Press Releases	61
	12.09	U.S. Dollars	61
	12.10	Notices.	62
	12.11	No Third Party Beneficiaries	63
	12.12	Jurisdiction and Consent to Service	63

12.13	Equitable Remedies	63
12.14	WAIVER OF A JURY TRIAL	63
12.15	No Presumption Against Drafter	63
12.16	Disclosure Schedules	63

Term	Page

Accepted Servicing Practices	1
Affiliate	1
Agency	1
Agency Mortgage Loan	2
Aggregate Taxes	2
Allocation Review Period	2
Allocation Schedule	2
Applicable Law	2
Applicable Requirements	2
Business Day	2
Buyer Fundamental Representations	2
Buyer Indemnified Party	2
Buyer Losses	2
Buyer Material Adverse Effect	2
CARES Act	2
Cash	3
CFPB	3
Change of Control Payments	3
Closing Payment	3
Code	3
Collateral File	3
Company Employees	3
Company Intellectual Property	3
Company Licensed Software	3
Company Loan	3
Company Organizational Documents	3
Company Proprietary Software	3
Company Registered Intellectual Property	4
Confidentiality Agreement	4
Contract	4
COVID 19	4
COVID-19 Quarantine Period	4
Custodian	4
Data Compromise Event	4
Data Laws	4
Disallowed Tax Benefit	4
Disclosure Schedule	4

Term	Page

D&O Indemnified Parties	4
Employer Side Taxes	5
Employment Agreements	4
Employment Matters	5
Employee Plans	5
End Date	5
Enviornmental Laws	5
Environmental Permits	5
ERISA	5
ERISA Affiliate	5
Estimated Pre-Closing Tax Obligation	5
Excess Servicing Rights Agreement	5
Fannie Mae	5
Farmer Mac	5
FFCRA	5
FHA	5
Financial Statements	5
GAAP	5
General Threshold	6
Governmental Authority	6
Guides	6
Hazardous Substances	6
HUD	6
Indebtedness	6
Indemnified Party	6
Indemnifying Party	6
Intellectual Property Rights	6
Investor	7
IRS	7
Key Employees	7
Knowledge of Seller, Seller's Knowledge	7
Knowledge of Buyer	7
Leased Real Property	7
Lien	7
Limited License	7
Loan Sale Agreement	7
Material Adverse Effect	7

Section 338(h)(10) Election	11
Seller Consolidated Return	11
Seller Fundamental Representations	11
Seller Group	11
Seller Indemnified Party	11
Seller Losses	11
Sensitive Data	11
Service and Servicing	11
Serviced Loans	11
Servicing Agreement	11
Servicing Rights	12
Sexual Misconduct Allegation	12
Shares	12
Straddle Period	12
Systems	12
Taxes	12
Tax Proceeding	12
Tax Refund	12
Tax Return	13
Taxing Authority	13
Transaction Documents	13
Transaction Expenses	13
Transaction Tax Deductions	13
Treasury Regulations	13
USDA	13
VA	13
Warehouse Facility	13
WARN Act	13

	SELLER:

	COMMUNITY FIRST BANK, INC.

	/s/ Richard D. Burleson
	Name: Richard D. Burleson

	Title: President and Chief Executive Officer

	BUYER:

	PRIMIS BANK

	/s/ Dennis J. Zember, Jr.

	Name: Dennis J. Zember, Jr.

	Title: President and Chief Executive Officer