8-K

Primis Financial Corp. (FRST)

8-K 2023-04-28 For: 2023-04-27
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2023

Primis Financial Corp.

(Exact name of Registrant as Specified in Its Charter)

Virginia 001-33037 20-1417448
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
1676 International Drive, Suite 900
McLean, Virginia 22101
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 703 893-7400
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
COMMON STOCK FRST The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2023, Primis Financial Corp. (“Primis” or the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2023. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company has prepared presentation materials (the “Investor Presentation”) that management intends to use from time to time hereafter in presentations about the Company’s operations and performance. The Company may use the Investor Presentation, possibly with modifications, in presentations to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its business.

A copy of the Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. The Investor Presentation is also available on the Company's website at www.primisbank.com. Materials on the Company’s website are not part of or incorporated by reference into this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On April 27, 2023, Primis issued a press release announcing the declaration of a dividend payable on May 26, 2023 to shareholders of record as of May 12, 2023. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated April 27, 2023
99.2 Primis Financial Corp. First Quarter 2023 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Primis Financial Corp
Date: April 27, 2023 By: /s/ Matthew A. Switzer
Matthew A. Switzer
Chief Financial Officer

Exhibit 99.1

Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the First Quarter of 2023

Successfully Deployed New Digital Platform at Scale

Declares Quarterly Cash Dividend of $0.10 Per Share

MCLEAN, Va., April 27, 2023 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income of $5.8 million for the quarter ended March 31, 2023, compared to $3.1 million for the quarter ended December 31, 2022 and $4.6 million for the quarter ended March 31, 2022. Earnings per share ("EPS") for the three months ended March 31, 2023 were $0.23 on a basic and diluted basis, compared to $0.13 on a basic and $0.12 on a diluted basis for the three months ended December 31, 2022 and $0.19 on both a basic and diluted basis for the three months ended March 31, 2022.

Updates on Digital Platform and Resulting Strength in Liquidity and Capital

As of December 31, 2022, the Company's ratio of gross loans to deposits was approximately 108% due to increasing liquidity constraints in the industry beginning late last year. As a result, management accelerated the roll out of the new digital banking platform that had begun in the fall of 2022 to a more aggressive pursuit of new customers beginning February 1, 2023. The results of that effort exceeded management's expectations and generated the following results for the digital platform as of or for the three months ended March 31, 2023:

  • $980 million of deposits from approximately 11,500 customers at quarter-end
  • Vast majority of funds (approx. 94%) were raised prior to the bank failures in mid-March with little attrition and continued customer growth since that time
  • Customers are in all 50 states with approximately 88% of balances outside of Virginia, D.C. and Maryland
  • Cost of deposits of 4.88%, approximately equal to Fed Funds, approximately 25 basis points below short-term borrowing costs and 30 to 40 basis points below earnings rate on one-way sweep arrangements
  • Approximately 73% of funds from other banks and credit unions, versus online-focused banks or fintechs, with a little over 50% from banks with over $25 billion in assets
  • No additional staffing added
  • No fraud losses
  • Less than $90 thousand in incremental marketing expense

Dennis J. Zember, Jr., President and CEO commented, "Two and a half years ago, we began a project to build modern infrastructure with the stated goal of being able to open accounts quickly and easily nationwide. Through this period, the industry's liquidity levels were near all-time highs and the effort regularly seemed redundant. Still, we believed that being able to self-fund our lines of business with a low-cost national deposit platform as necessary. It is very exciting to see our hard work strengthen our Company in such a meaningful way with thousands of new customers and leading technology."

As a result of the successful expansion of the digital customer base, Primis substantially improved its liquidity profile in the first quarter. As of March 31, 2023:

  • The ratio of gross loans to deposits has declined to 83% from 108% at year-end
  • Grew total cash and equivalents to $607 million, up from $78 million at December 31, 2022
  • Repaid $340 million of short-term borrowings and listing agent CDs that matured in the first quarter
  • Uninsured/non-collateralized deposits now represent only 26% of total deposits
  • Liquidity sources (FHLB borrowings, Brokered CDs, etc.) plus cash-on-hand represent over 180% of uninsured/non-collateralized deposit balances

The Company's securities portfolio was $244.6 million at March 31, 2023. Of the total, only $13.1 million is categorized as held-to-maturity with the rest designated as available-for-sale. The unrealized after-tax loss on our available-for-sale portfolio was $23.5 million, down from $25.9 million at year-end, and is included in the Company's equity. The unrealized loss on our held-to-maturity portfolio is $0.7 million after-tax at March 31, 2023. If the Bank sold its portfolio for liquidity purposes, Primis would continue to have solid capital ratios as highlighted by the table below:

Est. as of Adjusted
Capital Ratios March 31, 2023 March 31, 2023
Tier 1 Leverage 8.59 % 8.50 %
CET1 Risk Based Capital 10.13 % 9.50 %
Tier 1 Risk Based Capital 10.45 % 9.83 %
Total Risk Based Capital 14.03 % 13.47 %

Financial Highlights for the Period Ended March 31, 2023

  • Total deposits grew 34.7% un-annualized linked-quarter to $3.67 billion.
  • Loans held for investment grew at an annualized rate of 13.1% in the first quarter compared to the linked-quarter, net of a decline in Paycheck Protection Program ("PPP") balances.
  • Successfully completed first Panacea loan sale – approximately $15 million of loans with $427 thousand pre-tax gain.
  • Return on average assets of 0.60% for the three months ended March 31, 2023 versus 0.36% for the three months ended December 31, 2022 and 0.55% for the three months ended March 31, 2022.  Operating return on average assets ^(1)^ of 0.60%, 0.09% and 0.57% for the three months ended March 31, 2023, December 31, 2022 and March 31, 2022, respectively.
  • Pre-tax pre-provision return on average assets ^(1)^ was 1.31% for the three months ended March 31, 2023, versus 1.33% for the three months ended December 31, 2022 and 0.75% for the three months ended March 31, 2022.
  • Pre-tax pre-provision operating return on average assets ^(1)^ was 1.31% for the three months ended March 31, 2023, versus 0.99% for the three months ended December 31, 2022 and 0.77% for the three months ended March 31, 2022.
  • Mortgage banking almost broke even for the quarter with a $0.2 million after-tax loss versus $2.2 million after-tax loss in the prior quarter, with substantially all of the loss occurring in the seasonally slow month of January.
  • Net interest margin of 3.15% in the first quarter of 2023 was up from 2.96% in the same period last year and down 52 basis points from 3.67% in the fourth quarter of 2022. Core net interest margin^(1)^, which excludes the effects of PPP loans, was 3.16% in the first quarter of 2023, down from 3.68% in the fourth quarter of 2022 and up from 2.96% in the first quarter of 2022.
  • Core bank net interest margin (excluding excess digital deposit balances) of 3.38% for the first quarter of 2023.
  • Allowance for credit losses to total loans was 1.17% at March 31, 2023 and at December 31, 2022, compared to 1.23% at March 31, 2022.  Allowance for credit losses to total loans (excluding PPP balances and loans held for sale) was 1.17% at March 31, 2023 and at December 31, 2022, compared to 1.24% at March 31, 2022.
  • Equity to assets was 9.52% at March 31, 2023 and tangible common equity to tangible assets was 7.14%.  Excluding $500 million of excess cash that the Company will begin sweeping, these ratios would have been 10.80% and 7.90%, respectively, at March 31, 2023 compared to 11.04% and 8.27%, respectively, at December 31, 2022.

Speaking about the items in the Company's quarterly performance, Mr. Zember said, "Our results in the first quarter were only mildly impacted by the challenges our industry is facing with liquidity levels. To drive the nearly $1 billion of deposit growth, we incurred about $0.49 million of negative spread that fully abated with the Federal Reserve's last rate hike. Additionally, we incurred approximately $0.42 million of one-time data processing costs related to over 30,000 applications for the new accounts. Loan volumes and demand softened, particularly in the core bank, but pipelines in Panacea and Life Premium Finance are still strong and building with weighted average yields above 7.50%. Additionally, Panacea completed its first loan sale transaction with a $0.47 million gain and is building a pipeline of other potential buyers. Lastly, we expect to have sweep capabilities late in the second quarter that will allow us to resume aggressively growing the digital platform with positive spreads but no impact on our asset or capital levels."

Net Interest Income

Adjusted net interest income (excluding the excess revenue from credit enhancements) increased in the first quarter of 2023 to $27.5 million compared to $22.8 million for the same quarter in 2022 and was down slightly when compared to $28.2 million for the fourth quarter of 2022. Higher yields on earning assets offset most of the accelerating cost of funding experienced by the industry in the quarter. The Company did experience approximately $0.4 million of negative spread on the digital platform initiative that had fully abated by the end of the quarter.

The Company's net interest margin in the first quarter of 2023 was greatly affected by the success of the digital deposit platform. Excluding the impact of the excess digital deposits and cash balances, the core bank's net interest margin declined by 0.29% to 3.38% compared to 3.67% in the fourth quarter of 2022. Increased competition in the Company's core banking markets moved the cost of deposits higher to 1.67% in the current quarter of 2023 compared to 0.78% in the fourth quarter of 2022. At the core bank level, yields on earning assets increased to 5.31% in the first quarter of 2023 compared to 4.80% in the fourth quarter of 2022, buoyed by higher rates on cash and loans.

On a consolidated basis, the Company's net interest margin includes approximately $346 million of excess deposits with a cost that is slightly higher than the quarter's earnings rate on cash, costing the Company about $0.4 million during the first quarter. At quarter end, the cost of these deposits was slightly below the earnings rate on excess cash and approximately 30 to 40 basis points below the earnings rate for non-reciprocal sweeps. Management intends to continue growing deposits on the digital platform and use non-reciprocal sweeps to manage total funding and asset levels. The Company expects some amount of incremental net revenue from the platform in the short-term that could positively impact the net interest margin by 5 to 10 basis points.

Averages Core Bank Excess Digital Platform Total Bank
Average Earning Assets 3,303 346 3,652
Average Deposits 2,940 346 3,186
Average Total Funding 3,225 346 3,471
Yield on Earning Assets 5.31 % 4.41 % 5.24 %
Cost of Deposits 1.67 % 4.88 % 1.91 %
Cost of Funds 1.98 % 4.88 % 2.19 %
Net Interest Margin 3.38 % N/A 3.15 %

Noninterest Income

Noninterest income increased during the quarter to $11.5 million, up $9.4 million when compared to the first quarter of 2022 and up $0.6 million compared to the fourth quarter of 2022. The Company began accounting for certain third party credit enhancements on consumer lending during the third quarter of 2022 and purchased the mortgage platform in the second quarter of 2022.

Gains associated with credit enhancements on consumer lending amounted to $4.9 million in the current quarter of 2023 and $1.8 million in the fourth quarter of 2022. These amounts offset similar amounts of the Company's provision for loan losses in the respective quarters.

Mortgage revenue, and profitability, increased substantially in the first quarter of 2023. Production teams hired in the fourth quarter built pipelines during the quarter and the Company saw attractive build in revenue. Total mortgage revenue for the quarter was $4.3 million against interest rate lock volume during the quarter of $142 million.

During the quarter, Panacea realized $0.43 million of gains associated with a small sale of commercial loans totaling $15 million. Management continues efforts to secure additional buyers for the division's consumer and commercial loans and believes sales of $50 - $100 million are likely in 2023.

Noninterest Expense

Noninterest expense was $27.4 million for the first quarter of 2023, compared to $29.1 million for the fourth quarter of 2022. Noninterest expense for the first quarter of 2023 and fourth quarter of 2022 included $873 thousand and $1.37 million, respectively, of servicing and other expenses for a third-party managed loan portfolio. Noninterest expense adjusted for these expenses, branch consolidation costs, other restructuring costs and unfunded commitment reserve impacts was $26.5 million for the first quarter of 2023 unchanged from levels in the fourth quarter of 2022. Included in noninterest expense was $5.0 million in expenses related to Primis Mortgage in the first quarter of 2023 versus $5.4 million in the fourth quarter of 2022. The expiration of elevated draws at year end was offset by higher commission expense due to increased mortgage activity.

Excluding mortgage, nonrecurring expenses and the third party expenses described above, noninterest expense for the first quarter of 2023 was $21.5 million versus $21.2 million linked-quarter. Compensation and benefits declined $757 thousand linked-quarter largely due to reduced incentive compensation accruals. Marketing expense declined $364 thousand as the Bank prioritized digital advertising over more expensive local media. Other professional fees declined $743 thousand from the fourth quarter due to expenses associated with bringing certain V1BE activities in-house in the fall. Offsetting these reductions was an increase in FDIC insurance costs of $132 thousand and increased fraud losses of $371 thousand, primarily around increased check fraud activity. Data processing costs were also higher by $549 thousand due to substantially higher application volume on the digital platform in the first quarter.

The Company's efficiency ratio was 68.6% in the first quarter of 2023 versus 71.7% in the fourth quarter of 2022. The operating efficiency ratio ^(1)^in the first quarter of 2023 was 68.6% compared to 76.7% in the fourth quarter of 2022. As noted above, the efficiency ratio was heavily impacted by Primis Mortgage in the first quarter. Excluding mortgage, the operating efficiency ratio was 63.3% for the first quarter of 2023 versus 66.7% for the fourth quarter of 2022.

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.04 billion at March 31, 2023, compared to $2.95 billion at December 31, 2022. Loans held for investment grew at an annualized rate of 13%, net of a decline in PPP balances, in the first quarter. Loan growth was particularly strong in the Life Premium Finance division in the first quarter, as discussed below. Growth in the portfolio was also offset by the sale of approximately $15 million of Panacea loans in the first quarter.

Nonperforming assets, excluding portions guaranteed by the SBA, were $32.8 million at March 31, 2023, compared to $34.9 million at December 31, 2022, while loans rated substandard or doubtful decreased to $39.5 million in the first quarter of 2023 from $41.0 million in the fourth quarter of 2022. As discussed in previous periods, a substantial portion of the Bank's nonperforming assets are comprised of two relationships with a combined balance of approximately $27 million. A large residential property with a balance of approximately $8 million included in that total, continues to make sporadic payments and is current as of March 31, 2023. The other relationship, primarily consisting of assisted living facilities, is currently in the middle of a receiver-managed marketing process. The Bank currently holds no other real estate owned at the end of the first quarter.

The Company recorded a provision for loan losses of $5.2 million for the first quarter of 2023 versus $7.9 million for the fourth quarter of 2022. Of this provision, $4.7 million was due to charge-offs and reserve build for the loan portfolio with a third-party credit enhancement described previously. This portion of the provision is fully offset by a gain recorded in noninterest income and has no effect on net income. Excluding this provision amount, the provision for loan losses would have been $469 thousand. As a percentage of loans, excluding PPP balances, the allowance for credit losses was 1.17% at the end of the first quarter of 2023 and fourth quarter of 2022.

Net charge-offs were $4.0 million for the first quarter of 2023, down from $5.3 million in the fourth quarter of 2022. Excluding the losses tied to the impaired relationship described in the fourth quarter and charge-offs that are covered by a third-party, the first quarter would have experienced $2.1 million of net charge-offs versus $1.3 million of net recoveries in the fourth quarter of 2022. First quarter net charge-offs were primarily related to existing nonperforming assets with specific reserve amounts established in prior quarters.

Deposits and Funding

Total deposits increased to $3.67 billion at March 31, 2023 from $2.72 billion at December 31, 2022, or 34.7% un-annualized. The Bank's new digital banking offering drove substantial growth in the quarter with balances on the new platform reaching $980 million, up from $30 million at year-end. The majority of the growth was in savings accounts with the remainder largely in NOW accounts. The Company was able to use the substantial growth in deposits to pay off $325 million of FHLB advances and $15 million of listing agent CDs that matured in the first quarter. Currently, the Bank's only wholesale funding is comprised of $100 million of brokered CDs that mature in 2023.

Mr. Zember commented on additional growth in the bank, saying "Our core bank's success in the quarter on deposit levels and costs is notable but somewhat hidden by the digital platform success. The Core bank experienced a 0.2% decline in total deposits which is remarkable in the current environment. More notable is that during the quarter a single non-interest bearing relationship totaling approximately $52 million at year end moved out of the bank accounting for 61% of the decline in non-interest bearing balances in the first quarter of 2023. Excluding this relationship, the core bank would have experienced deposit growth during the quarter of 1.7%, while keeping its costs and resulting margins mostly intact.

As we move forward in the year, we expect to continue growing deposits on the digital platform, developing the sweep arrangements that allow us to manage our capital and liquidity on a just-in-time basis and still earn some amount of spread on the balances. We will convert as many of these new customers as possible into core customers over the next 12 months, continue tweaking and improving the functionality of our technology, and finish building and rolling out the lower cost deposit strategies including small business. I am determined to put real space between us and our competition using functional, intuitive technology delivered by traditional community bank service and personal attention."

Digital Lines of Business

The Company operates two national lines of business that are focused primarily on lending to higher quality segments of the economy and a national digital platform for funding purposes. While each of the divisions are relatively new, management believes that the combined strategy can have margins in the 3.00%-3.25% range, efficiency ratios in the 30%-40% range and 50% less net charge-offs than traditional community bank commercial real estate.

Panacea continues to experience substantial growth alongside the development of its nationally-recognized brand. The division increased its total client relationships to over 3,500 doctor households across all 50 states. Panacea finished the first quarter of 2023 with approximately $256.1 million in outstanding loans, an increase of $7.7 million, or 3.1%, from December 31, 2022. As highlighted above, Panacea sold approximately $15 million of loans in the first quarter for a pre-tax gain of $427 thousand. Without the loan sale, growth would have been 9% for the quarter, or 36% annualized. Panacea expects profitability to increase materially in 2023 due to higher gain on sale income in coming quarters.

Panacea-related deposits increased to $30.9 million at March 31, 2023, up 35% from December 31, 2022 and a substantially higher rate of growth than loan growth for the quarter. Coupled with its loan sale strategy, Panacea expects to continue increasing the amount it self-funds its balance sheet.

The Life Premium Finance ("LPF") division, launched in late 2021, ended the first quarter of 2023 with outstanding balances, net of deferred fees, of $236.7 million, compared to $193.8 million at the end of the fourth quarter of 2022. The LPF division increased profitability (including assumed cost of funds) at almost twice the rate it grew earnings assets as it continues to experience meaningful operating leverage.

As previously discussed, higher expenses related to team acquisitions at Primis Mortgage ended at the end of the last quarter. Primis Mortgage was breakeven for February and March with an after-tax loss for the quarter of $212 thousand. The locked pipeline ended the first quarter of 2023 at $53 million, up 110% from December 31, 2022 while loan fundings increased to $123 million in the first quarter, up 43% from the fourth quarter. Primis still expects Primis Mortgage to contribute $4 to $5 million to net income and 10 to 15 basis points to return on assets in 2023.

Shareholders' Equity

Book value per share as of March 31, 2023 was $16.21, an increase of $0.23 from December 31, 2022. Tangible book value per share^(1)^ at the end of the first quarter of 2023 was $11.86, an increase of $0.25 from December 31, 2022. Shareholders' equity was $400.3 million, or 9.52% of total assets, at March 31, 2023. Tangible common equity^(1)^ at March 31, 2023 was $292.7 million, or 7.14% of tangible assets^(1)^. Equity ratios are temporarily depressed by the excess cash and liquidity on the bank's balance sheet. Management estimates that approximately $500 million of the Bank's current balance sheet will be included in the sweep program in the second quarter and that tangible common equity to tangible assets will move back to approximately 8.0%. Unrealized losses on the Company's available-for-sale securities portfolio declined by $2.4 million to $23.5 million due to marginal increases in market interest rates during the quarter. The Company has the wherewithal to hold these securities until maturity or recovery of the value and does not anticipate realizing any losses on the investments.

Additionally, the Board of Directors announced and declared a dividend of $0.10 per share payable on May 26, 2023 to shareholders of record on May 12, 2023. This is Primis' forty-sixth consecutive quarterly dividend.

About Primis Financial Corp.

As of March 31, 2023, Primis had $4.21 billion in total assets, $3.04 billion in total loans and $3.67 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through thirty-two full-service branches in Virginia and Maryland and provides services to customers through certain online and mobile applications.

Contacts: Address:
Dennis J. Zember, Jr., President and CEO Primis Financial Corp.
Matthew A. Switzer, EVP and CFO 1676 International Drive, Suite 900
Phone: (703) 893-7400 McLean, VA 22102
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com

Conference Call

The Company's management will host a conference call to discuss its first quarter results on Friday, April 28, 2023 at 10:00 a.m. (ET). A live Webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/659480176. Participants may also call 1-888-330-3573 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days by calling 1-800-770-2030 and providing Replay Access Code 4440924.

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 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: the Company's ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial and Life Premium Finance Divisions, new digital banking platform, V1BE fulfillment service and Primis Mortgage Company; 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 interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; changes in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company's participation in and execution of government programs related to the COVID-19 pandemic; potential impacts of the recent 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; 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, 2022, under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors," and in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.

(1) Non-GAAP financial measure.  Please see "Reconciliation of Non-GAAP Items"in the financial tables for more information and for a reconciliation to GAAP.
Primis Financial Corp.
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Financial Highlights (unaudited)
(Dollars in thousands, except per share data) For Three Months Ended: Variance - 1Q 2023 vs.
Selected Performance Ratios: 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 4Q 2022 1Q 2022
Return on average assets 0.60 % 0.36 % 0.61 % 0.63 % 0.55 % 24 bps 4 bps
Operating return on average assets^(1)^ 0.60 % 0.09 % 0.64 % 0.76 % 0.57 % 51 3
Pre-tax pre-provision return on average assets^(1)^ 1.31 % 1.33 % 1.16 % 0.83 % 0.75 % (2) 56
Pre-tax pre-provision operating return on average assets^(1)^ 1.31 % 0.99 % 1.20 % 1.00 % 0.77 % 33 55
Return on average equity 5.77 % 3.07 % 4.98 % 4.92 % 4.49 % 270 128
Operating return on average equity^(1)^ 5.77 % 0.75 % 5.22 % 5.93 % 4.58 % 502 119
Operating return on average tangible equity^(1)^ 7.85 % 1.03 % 7.14 % 8.08 % 6.16 % 682 169
Cost of funds 2.19 % 1.19 % 0.71 % 0.53 % 0.52 % 100 167
Net interest margin 3.15 % 3.67 % 3.57 % 3.33 % 2.96 % (52) 19
Core net interest margin^(1)^ 3.16 % 3.68 % 3.58 % 3.35 % 2.96 % (52) 20
Gross loans to deposits 82.98 % 108.32 % 101.06 % 97.99 % 89.11 % (25) pts (6) pts
Efficiency ratio 68.59 % 71.71 % 71.85 % 75.01 % 76.11 % (3) (752)
Operating efficiency ratio^(1)^ 68.59 % 76.65 % 70.92 % 70.23 % 75.65 % (8) (706)
Per Share Data:
Earnings per share - Basic $            0.23 $            0.13 $            0.21 $            0.20 $            0.19 76.92 % 21.05 %
Operating earnings per share - Basic^(1)^ $            0.23 $            0.03 $            0.22 $            0.25 $            0.19 NM 22.70
Earnings per share - Diluted $            0.23 $            0.12 $            0.20 $            0.20 $            0.19 91.67 21.05
Operating earnings per share - Diluted^(1)^ $            0.23 $            0.03 $            0.21 $            0.24 $            0.19 NM 23.20
Book value per share $           16.21 $           15.98 $           15.89 $           16.17 $           16.42 1.44 (1.28)
Tangible book value per share^(1)^ $           11.86 $           11.61 $           11.54 $           11.77 $           12.11 2.15 (2.06)
Cash dividend per share $            0.10 $            0.10 $            0.10 $            0.10 $            0.10 - -
Weighted average shares outstanding - Basic 24,625,943 24,601,108 24,576,887 24,562,753 24,503,945 0.10 0.50
Weighted average shares outstanding - Diluted 24,685,206 24,685,663 24,688,422 24,681,425 24,662,588 (0.00) 0.09
Shares outstanding at end of period 24,685,064 24,680,097 24,650,239 24,650,239 24,622,739 0.02 % 0.25 %
Asset Quality Ratios:
Non-performing assets as a percent of total assets, excluding SBA guarantees 0.78 % 0.98 % 1.11 % 0.61 % 0.47 % (20) bps 31 bps
Net charge-offs (recoveries) as a percent of average loans (annualized) 0.53 % 0.74 % 0.17 % (0.07 %) (0.03 %) (21) 56
Core net charge-offs (recoveries) as a percent of average loans (annualized) 0.28 % 0.52 % 0.17 % (0.07 %) (0.03 %) (24) 31
Allowance for credit losses to total loans 1.17 % 1.17 % 1.17 % 1.15 % 1.23 % 0 (5)
Allowance for credit losses to total loans  (excluding PPP loans) 1.17 % 1.17 % 1.17 % 1.16 % 1.24 % 0 (7)
Capital Ratios:
Equity to assets 9.52 % 11.04 % 11.67 % 12.32 % 12.55 % (153) bps (304) bps
Tangible common equity to tangible assets^(1)^ 7.14 % 8.27 % 8.73 % 9.27 % 9.57 % (113) (243)
Leverage ratio ^(2)^ 8.59 % 9.48 % 10.11 % 10.31 % 9.77 % (89) (118)
Common equity tier 1 capital ratio ^(2)^ 10.13 % 10.54 % 11.17 % 11.59 % 12.64 % (41) (251)
Tier 1 risk-based capital ratio ^(2)^ 10.45 % 10.88 % 11.53 % 11.97 % 13.06 % (43) (261)
Total risk-based capital ratio^(2)^ 14.03 % 14.80 % 15.71 % 16.29 % 17.66 % (77) (363)
^(1)^See Reconciliation of Non-GAAP financial measures.
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^(2)^ March 31, 2023 ratios are estimated and may be subject to change pending the final filing of the FR Y-9C.
The company defines "NM" as not meaningful for increases or decreases greater than 300 percent.
Primis Financial Corp.
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(Dollars in thousands) As Of : Variance - 1Q 2023 vs.
Condensed Consolidated Balance Sheets (unaudited) 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 4Q 2022 1Q 2022
Assets
Cash and cash equivalents $       607,125 $         77,859 $         97,738 $         70,721 $       298,230 NM % 103.58 %
Investment securities-available for sale 231,468 236,315 238,891 257,180 271,626 (2.05) (14.78)
Investment securities-held to maturity 13,115 13,520 14,391 14,978 16,138 (3.00) (18.73)
Loans held for sale 42,011 27,626 13,388 16,096 - 52.07 100.00
Loans receivable, net of deferred fees 3,043,732 2,948,836 2,737,086 2,628,797 2,393,669 3.22 27.16
Allowance for credit losses (35,727) (34,544) (31,956) (30,209) (29,379) 3.42 21.61
Net loans 3,008,005 2,914,292 2,705,130 2,598,588 2,364,290 3.22 27.23
Stock in Federal Reserve Bank and Federal Home Loan Bank 12,083 25,815 16,689 12,940 11,927 (53.19) 1.31
Bank premises and equipment, net 25,136 25,257 25,534 26,113 29,872 (0.48) (15.85)
Operating lease right-of-use assets 9,352 5,335 5,511 4,777 5,305 75.30 76.29
Goodwill and other intangible assets 107,539 107,863 108,170 108,524 106,075 (0.30) 1.38
Assets held for sale, net 3,115 3,115 3,127 3,127 - - 100.00
Bank-owned life insurance 67,591 67,201 67,519 67,339 67,099 0.58 0.73
Other real estate owned - - 1,041 1,041 1,041 - (100.00)
Deferred tax assets, net 18,825 18,289 17,892 14,658 12,380 2.93 52.06
Other assets 60,041 49,050 42,141 40,496 35,893 22.41 67.28
Total assets $    4,205,406 $    3,571,537 $    3,357,162 $    3,236,578 $    3,219,876 17.75 % 30.61 %
Liabilities and stockholders' equity
Demand deposits $       497,531 $       582,556 $       687,272 $       653,181 $       559,682 (14.60) % (11.10) %
NOW accounts 835,348 617,687 637,786 677,237 730,235 35.24 14.39
Money market accounts 865,115 811,365 803,050 802,953 831,580 6.62 4.03
Savings accounts 971,439 245,713 217,220 220,211 225,291 295.36 NM
Time deposits 498,564 465,057 362,992 329,223 339,456 7.20 46.87
Total deposits 3,667,997 2,722,378 2,708,320 2,682,805 2,686,244 34.74 36.55
Securities sold under agreements to repurchase - short term 4,346 6,445 9,886 10,020 11,231 (32.57) (61.30)
Federal Home Loan Bank advances - 325,000 125,000 25,000 - (100.00) NM
Subordinated debt and notes 95,382 95,312 95,241 95,170 95,099 0.07 0.30
Operating lease liabilities 9,799 5,767 6,044 5,299 5,897 69.92 66.17
Other liabilities 27,617 22,232 20,863 19,647 17,210 24.22 60.47
Total liabilities 3,805,141 3,177,134 2,965,354 2,837,941 2,815,681 19.77 35.14
Stockholders' equity 400,265 394,403 391,808 398,637 404,195 1.49 (0.97)
Total liabilities and stockholders' equity $    4,205,406 $    3,571,537 $    3,357,162 $    3,236,578 $    3,219,876 17.75 % 30.61 %
Tangible common equity^(1)^ $       292,726 $       286,540 $       283,638 $       290,113 $       298,120 2.16 % (1.81) %
The company defines "NM" as not meaningful for increases or decreases greater than 300 percent.
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Primis Financial Corp.
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(Dollars in thousands) For Three Months Ended: Variance - 1Q 2023 vs.
Condensed Consolidated Statement of Operations (unaudited) 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 4Q 2022 1Q 2022
Interest and dividend income $         47,159 $         38,635 $         32,596 $         28,258 $         26,585 22.06 % 77.39 %
Interest expense 18,749 9,058 5,146 3,652 3,731 106.99 NM
Net interest income 28,410 29,577 27,450 24,606 22,854 (3.95) 24.31
Provision for (recovery of) credit losses 5,187 7,860 2,890 422 99 (34.01) NM
Net interest income after provision for (recovery of) credit losses 23,223 21,717 24,560 24,184 22,755 6.93 2.06
Account maintenance and deposit service fees 1,216 1,427 1,525 1,442 1,351 (14.79) (9.99)
Income from bank-owned life insurance 420 847 394 378 375 (50.41) 12.00
Gain on debt extinguishment - - - - - - -
Mortgage banking income 4,315 2,264 2,197 593 - 90.59 -
Gain on sale of Panacea loans 478 - - - - - -
Credit enhancement income 4,886 1,822 1,220 - - 168.17 -
Gain on sale of other investment - 4,411 - - - 100.00 100.00
Other 217 217 284 217 364 - (40.38)
Noninterest income 11,532 10,988 5,620 2,630 2,090 4.95 NM
Employee compensation and benefits 15,028 16,213 12,594 10,573 9,625 (7.31) 56.14
Occupancy and equipment expenses 3,022 2,899 2,857 2,546 2,557 4.24 18.19
Amortization of core deposit intangible 317 317 326 341 341 - (7.04)
Virginia franchise tax expense 849 814 813 814 813 4.30 4.43
Data processing expense 2,251 1,702 1,528 1,293 1,490 32.26 51.07
Marketing expense 569 933 938 731 465 (39.01) 22.37
Telecommunication and communication expense 377 343 342 366 382 9.91 (1.31)
Net (gain) loss on other real estate owned - 131 - - (59) 100.00 (100.00)
Loss on bank premises and equipment - - 64 620 - - -
Professional fees 862 1,605 1,261 827 1,094 (46.29) (21.21)
Credit enhancement costs 873 1,369 - - - (36.23) -
Other expenses 3,249 2,764 3,038 2,319 2,279 17.55 42.56
Noninterest expense 27,397 29,090 23,761 20,430 18,987 (5.82) 44.29
Income before income taxes 7,358 3,615 6,419 6,384 5,858 103.54 25.61
Income tax expense 1,583 530 1,365 1,375 1,265 198.68 25.14
Net Income $           5,775 $           3,085 $           5,054 $           5,009 $           4,593 87.20 25.73
^(1)^See Reconciliation of Non-GAAP financial measures.
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The company defines "NM" as not meaningful for increases or decreases greater than 300 percent.
Primis Financial Corp.
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(Dollars in thousands) As Of: Variance - 1Q 2023 vs.
Loan Portfolio Composition 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 4Q 2022 1Q 2022
Loans held for sale $         42,011 $         27,626 $         13,388 $         16,096 $                  - 52.07 % 100.00 %
Loans secured by real estate:
Commercial real estate - owner occupied 460,245 461,126 437,636 433,840 406,285 (0.19) 13.28
Commercial real estate - non-owner occupied 577,481 581,168 573,732 600,436 615,682 (0.63) (6.20)
Secured by farmland 7,404 8,436 8,852 9,305 8,896 (12.23) (16.77)
Construction and land development 151,950 148,762 138,371 117,604 116,365 2.14 30.58
Residential 1-4 family 607,118 610,919 616,764 607,548 575,946 (0.62) 5.41
Multi-family residential 139,978 140,321 137,253 144,406 152,266 (0.24) (8.07)
Home equity lines of credit 64,606 65,152 65,852 69,860 72,440 (0.84) (10.81)
Total real estate loans 2,008,782 2,015,884 1,978,460 1,982,999 1,947,880 (0.35) 3.13
Commercial loans 547,095 523,110 470,934 448,582 336,961 4.59 62.36
Paycheck Protection Program loans 2,603 4,564 8,014 17,525 31,404 (42.97) (91.71)
Consumer loans 485,252 405,278 279,678 179,691 77,424 19.73 NM
Loans receivable, net of deferred fees $    3,043,732 $    2,948,836 $    2,737,086 $    2,628,797 $    2,393,669 3.22 % 27.16 %
Loans by Risk Grade:
Pass, not graded $                  - $                  - $                  - $                  - $                  - - % - %
Pass Grade 1 - Highest Quality 607 600 616 609 786 1.17 (22.77)
Pass Grade 2 - Good Quality 253,665 209,605 149,389 129,571 8,734 21.02 NM
Pass Grade 3 - Satisfactory Quality 1,596,690 1,591,364 1,520,364 1,513,054 1,413,480 0.33 12.96
Pass Grade 4 - Pass 1,124,993 1,073,952 984,012 890,709 895,197 4.75 25.67
Pass Grade 5 - Special Mention 28,273 32,278 35,410 67,736 51,884 (12.41) (45.51)
Grade 6 - Substandard 39,504 41,037 47,295 27,118 23,588 (3.74) 67.47
Grade 7 - Doubtful - - - - - - -
Grade 8 - Loss - - - - - - -
Total loans $    3,043,732 $    2,948,836 $    2,737,086 $    2,628,797 $    2,393,669 3.22 % 27.16 %
(Dollars in thousands) As Of or For Three Months Ended:
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Asset Quality Information 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022
Allowance for Credit Losses:
Balance at beginning of period $        (34,544) $        (31,956) $        (30,209) $        (29,379) $        (29,105)
(Provision for) / recovery of allowance for credit losses (5,187) (7,860) (2,890) (422) (99)
Net charge-offs 4,004 5,272 1,143 (408) (175)
Ending balance $        (35,727) $        (34,544) $        (31,956) $        (30,209) $        (29,379)
Reserve for Unfunded Commitments:
Balance at beginning of period $          (1,416) $          (1,380) $          (1,069) $          (1,237) $            (977)
(Expense for) / recovery of unfunded loan commitment reserve (91) (36) (311) 168 (260)
Total Reserve for Unfunded Commitments $          (1,507) $          (1,416) $          (1,380) $          (1,069) $          (1,237)
As Of: Variance - 1Q 2023 vs.
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Non-Performing Assets: 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 4Q 2022 1Q 2022
Nonaccrual loans $         33,397 $         35,484 $         36,851 $         19,635 $         14,941 (5.88) % 123.53 %
Accruing loans delinquent 90 days or more 1,625 3,361 1,855 1,512 1,817 (51.65) (10.57)
Total non-performing loans 35,022 38,845 38,706 21,147 16,758 (9.84) 108.99
Other real estate owned - - 1,041 1,041 1,041 - (100.00)
Total non-performing assets $         35,022 $         38,845 $         39,747 $         22,188 $         17,799 (9.84) 96.76
SBA guaranteed portion of non-performing loans $           2,206 $           3,969 $           2,573 $           2,319 $           2,651 (44.42) (16.79)
Troubled debt restructuring $           4,242 $           3,599 $           3,170 $           2,695 $           3,103 17.87 36.7
The company defines "NM" as not meaningful for increases or decreases greater than 300 percent.
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Primis Financial Corp.
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(Dollars in thousands) For Three Months Ended: Variance - 2Q 2021 vs.
Average Balance Sheet 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 4Q 2022 1Q 2022
Assets
Loans held for sale $         25,346 $         22,413 $         21,199 $           6,936 $                  - 13.09 % 100.00 %
Loans, net of deferred fees 2,991,965 2,824,892 2,669,605 2,509,978 2,360,782 5.91 26.74
Investment securities 246,402 253,345 269,780 287,722 302,431 (2.74) (18.53)
Other earning assets 388,327 92,604 90,268 158,817 466,952 NM (16.84)
Total earning assets 3,652,040 3,193,254 3,050,852 2,963,453 3,130,165 14.37 16.67
Other assets 254,004 246,593 234,355 228,893 226,320 3.01 12.23
Total assets $    3,906,044 $    3,439,847 $    3,285,207 $    3,192,346 $    3,356,485 13.55 % 16.37 %
Liabilities and stockholders' equity
Demand deposits $       556,479 $       648,151 $       665,020 $       596,714 $       545,530 (14.14) % 2.01 %
Interest-bearing liabilities:
NOW and other demand accounts 722,584 624,868 660,387 695,481 817,430 15.64 (11.60)
Money market accounts 824,541 805,303 803,860 810,781 809,460 2.39 1.86
Savings accounts 593,823 232,543 219,167 222,274 224,716 155.36 164.25
Time deposits 489,066 379,088 343,986 329,198 350,368 29.01 39.59
Total Deposits 3,186,493 2,689,953 2,692,420 2,654,448 2,747,504 18.46 15.98
Borrowings 284,946 325,100 166,621 107,784 171,293 (12.35) 66.35
Total Funding 3,471,439 3,015,053 2,859,041 2,762,232 2,918,797 15.14 18.93
Other Liabilities 28,812 26,318 23,832 22,095 23,057 9.48 24.96
Stockholders' equity 405,793 398,476 402,334 408,019 414,631 1.84 (2.13)
Total liabilities and stockholders' equity $    3,906,044 $    3,439,847 $    3,285,207 $    3,192,346 $    3,356,485 13.55 % 16.37 %
Memo:  Average PPP loans $           4,241 $           5,926 $         11,868 $         23,950 $         51,491 (28.43) % (91.76) %
Net Interest Income
Loans held for sale $             391 $             349 $             263 $               93 $                  - 12.03 % 100.00 %
Loans 40,960 35,881 30,260 26,272 24,749 14.16 65.50
Investment securities 1,584 1,571 1,518 1,445 1,430 0.83 10.77
Other earning assets 4,224 834 555 448 406 NM NM
Total Earning Assets 47,159 38,635 32,596 28,258 26,585 22.06 77.39
Non-interest bearing DDA - - - - - - -
NOW and other interest-bearing demand accounts 2,267 544 536 556 666 NM 240.39
Money market accounts 4,801 2,894 1,667 938 859 65.89 NM
Savings accounts 4,750 305 141 142 149 NM NM
Time deposits 3,226 1,567 943 674 700 105.87 NM
Total Deposit Costs 15,044 5,310 3,287 2,310 2,374 183.31 NM
Borrowings 3,705 3,748 1,859 1,342 1,357 (1.15) 173.03
Total Funding Costs 18,749 9,058 5,146 3,652 3,731 106.99 NM
Net Interest Income $         28,410 $         29,577 $         27,450 $         24,606 $         22,854 (3.95) % 24.31 %
Memo:  SBA PPP loan interest and fee income $                 3 $               14 $               28 $               59 $             435 (78.57) % (99.31) %
Memo:  SBA PPP loan funding costs $                 4 $                 5 $               10 $               21 $               44 (20.00) % (90.91) %
Net Interest Margin
Loans held for sale 6.26 % 6.18 % 4.92 % 5.38 % 0.00 % 8 bps 626 bps
Loans 5.55 % 5.04 % 4.50 % 4.20 % 4.25 % 51 130
Investments 2.61 % 2.46 % 2.23 % 2.01 % 1.92 % 15 69
Other Earning Assets 4.41 % 3.57 % 2.44 % 1.13 % 0.35 % 84 406
Total Earning Assets 5.24 % 4.80 % 4.24 % 3.82 % 3.44 % 44 180
NOW 1.27 % 0.35 % 0.32 % 0.32 % 0.33 % 92 94
MMDA 2.36 % 1.43 % 0.82 % 0.46 % 0.43 % 93 193
Savings 3.24 % 0.52 % 0.26 % 0.26 % 0.27 % 272 297
CDs 2.68 % 1.64 % 1.09 % 0.82 % 0.81 % 104 187
Cost of Interest Bearing Deposits 2.32 % 1.03 % 0.64 % 0.45 % 0.44 % 129 188
Cost of Deposits 1.91 % 0.78 % 0.48 % 0.35 % 0.35 % 113 156
Other Funding 5.27 % 4.57 % 4.43 % 4.99 % 3.22 % 70 205
Total Cost of Funds 2.19 % 1.19 % 0.71 % 0.53 % 0.52 % 100 167
Net Interest Margin 3.15 % 3.67 % 3.57 % 3.33 % 2.96 % (52) 19
Net Interest Spread 2.63 % 3.28 % 3.31 % 3.15 % 2.81 % (65) (18)
Memo:  Excluding SBA PPP loans
Loans 5.56 % 5.05 % 4.51 % 4.23 % 4.27 % 51 bps 129 bps
Total Earning Assets 5.24 % 4.81 % 4.25 % 3.85 % 3.44 % 44 180
Net Interest Margin* 3.16 % 3.68 % 3.58 % 3.35 % 2.96 % (52) 20
*Net interest margin excluding the effect of SBA PPP loans assumes a funding cost of 35bps on average PPP balances in all applicable periods
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Primis Financial Corp.
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(Dollars in thousands, except per share data) For Three Months Ended: For Three Months Ended:
Reconciliation of Non-GAAP items: 1Q 2023 4Q 2022 3Q 2022 2Q 2022 1Q 2022 1Q 2023 1Q 2022
Net income $           5,775 $           3,085 $           5,054 $           5,009 $           4,593 $    5,775 $    4,593
Non-GAAP adjustments to Net Income:
Branch Consolidation / Other restructuring - 1,175 308 901 - - -
(Gain) on sale of Infinex investment - (4,144) - - - - -
Merger expenses - - - 401 115 - 115
(Gain) on debt extinguishment - - - - - - -
Income tax effect - 641 (67) (281) (25) - (25)
Net income adjusted for nonrecurring income and expenses $           5,775 $             757 $           5,295 $           6,030 $           4,683 $    5,775 $    4,683
Net income $           5,775 $           3,085 $           5,054 $           5,009 $           4,593 $    5,775 $    4,593
Income tax expense 1,583 530 1,365 1,375 1,265 1,583 1,265
Provision for credit losses (incl. unfunded commitment expense) 5,278 7,896 3,201 254 359 5,278 359
Pre-tax pre-provision earnings $         12,636 $         11,511 $           9,620 $           6,638 $           6,217 $   12,636 $    6,217
Effect of adjustment for nonrecurring income and expenses - (2,969) 308 1,302 115 - 115
Pre-tax pre-provision operating earnings $         12,636 $           8,542 $           9,928 $           7,940 $           6,332 $   12,636 $    6,332
Return on average assets 0.60 % 0.36 % 0.61 % 0.63 % 0.55 % 0.60 % 0.55 %
Effect of adjustment for nonrecurring income and expenses 0.00 % (0.27 %) 0.03 % 0.13 % 0.01 % 0.00 % 0.01 %
Operating return on average assets 0.60 % 0.09 % 0.64 % 0.76 % 0.57 % 0.60 % 0.57 %
Return on average assets 0.60 % 0.36 % 0.61 % 0.63 % 0.55 % 0.60 % 0.55 %
Effect of tax expense 0.16 % 0.06 % 0.16 % 0.17 % 0.15 % 0.16 % 0.15 %
Effect of provision for credit losses  (incl. unfunded commitment expense) 0.55 % 0.91 % 0.39 % 0.03 % 0.04 % 0.55 % 0.04 %
Pre-tax pre-provision return on average assets 1.31 % 1.33 % 1.16 % 0.83 % 0.75 % 1.31 % 0.75 %
Effect of adjustment for nonrecurring income and expenses and expenses 0.00 % (0.34 %) 0.04 % 0.16 % 0.01 % 0.00 % 0.01 %
Pre-tax pre-provision operating return on average assets 1.31 % 0.99 % 1.20 % 1.00 % 0.77 % 1.31 % 0.77 %
Return on average equity 5.77 % 3.07 % 4.98 % 4.92 % 4.49 % 5.77 % 4.49 %
Effect of adjustment for nonrecurring income and expenses 0.00 % (2.32 %) 0.24 % 1.00 % 0.09 % 0.00 % 0.09 %
Operating return on average equity 5.77 % 0.75 % 5.22 % 5.93 % 4.58 % 5.77 % 4.58 %
Effect of goodwill and other intangible assets 2.08 % 0.28 % 1.92 % 2.15 % 1.58 % 2.08 % 1.58 %
Operating return on average tangible equity 7.85 % 1.03 % 7.14 % 8.08 % 6.16 % 7.86 % 6.16 %
Efficiency ratio 68.59 % 71.71 % 71.85 % 75.01 % 76.11 % 68.59 % 76.11 %
Effect of adjustment for nonrecurring income and expenses 0.00 % 4.93 % (0.93 %) (4.78 %) (0.46 %) 0.00 % (0.46 %)
Operating efficiency ratio 68.59 % 76.65 % 70.92 % 70.23 % 75.65 % 68.59 % 75.65 %
Earnings per share - Basic $            0.23 $            0.13 $            0.21 $            0.20 $            0.19 $      0.23 $      0.19
Effect of adjustment for nonrecurring income and expenses 0.00 (0.10) 0.01 0.05 0.00 0.00 0.00
Operating earnings per share - Basic $            0.23 $            0.03 $            0.22 $            0.25 $            0.19 $      0.23 $      0.19
Earnings per share - Diluted $            0.23 $            0.12 $            0.20 $            0.20 $            0.19 $      0.23 $      0.19
Effect of adjustment for nonrecurring income and expenses 0.00 (0.09) 0.01 0.04 (0.00) 0.00 (0.00)
Operating earnings per share - Diluted $            0.23 $            0.03 $            0.21 $            0.24 $            0.19 $      0.23 $      0.19
Book value per share $           16.21 $           15.98 $           15.89 $           16.17 $           16.42 $    16.21 $    16.42
Effect of goodwill and other intangible assets (4.36) (4.37) (4.39) (4.40) (4.31) (4.36) (4.31)
Tangible book value per share $           11.86 $           11.61 $           11.54 $           11.77 $           12.11 $    11.86 $    12.11
Stockholders' equity $       400,265 $       394,403 $       391,808 $       398,637 $       404,195 $ 400,265 $ 404,195
Less goodwill and other intangible assets (107,539) (107,863) (108,147) (108,524) (106,075) (107,539) (106,075)
Tangible common equity $       292,726 $       286,540 $       283,661 $       290,113 $       298,120 $ 292,726 $ 298,120
Equity to assets 9.52 % 11.04 % 11.67 % 12.32 % 12.55 % 9.52 % 12.55 %
Effect of goodwill and other intangible assets (2.37 %) (2.77 %) (2.94 %) (3.04 %) (2.98 %) (2.37 %) (2.98 %)
Tangible common equity to tangible assets 7.14 % 8.27 % 8.73 % 9.27 % 9.57 % 7.14 % 9.57 %
Net interest margin 3.15 % 3.67 % 3.57 % 3.33 % 2.96 % 3.15 % 2.96 %
Effect of adjustments for PPP associated balances* 0.01 % 0.01 % 0.01 % 0.02 % (0.00 %) 0.01 % (0.00 %)
Core net interest margin 3.16 % 3.68 % 3.58 % 3.35 % 2.96 % 3.16 % 2.96 %
*Net interest margin excluding the effect of PPP loans assumes a funding cost of 35bps on average PPP balances in all applicable periods
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Slide 1

First Quarter 2023 NASDAQ: FRST Exhibit 99.2

Slide 2

This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 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 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: the Company’s ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial and Life Premium Finance Divisions, new digital banking platform, V1BE fulfillment service and Primis Mortgage Company; 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 interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; changes in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs related to the COVID-19 pandemic; potential impacts of the recent 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; 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, 2022, 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. Forward-Looking Statements

Slide 3

Statements included in this presentation include non-GAAP financial measures and should be read along with the accompanying tables. Primis uses non-GAAP financial measures to analyze its performance. The measures entitled net income adjusted for nonrecurring income and expenses; pre-tax pre-provision operating earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average equity; operating return on average tangible equity; operating efficiency ratio; operating earnings per share – basic; operating earnings per share – diluted; tangible book value per share; tangible common equity; tangible common equity to tangible assets; and core net interest margin are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. We use the term “operating” to describe a financial measure that excludes income or expense considered to be non-recurring in nature. Items identified as non-operating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measures is provided in the Reconciliation of Non-GAAP items table. Management believes that these non-GAAP financial measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results, financial strength and performance of Primis and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Primis’ performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Primis. Non-GAAP financial measures are not standardized and, therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names. Non-GAAP Measure

Slide 4

A pioneering bank, committed to imagining a faster and more convenient way to serve you. WELCOME TO PRIMIS Corp. Headquarters: McLean, VA Bank Headquarters: Glen Allen, VA Branches: 32 Ticker (NASDAQ): FRST Valuation Market Capitalization: $222 million Price / Book Value per Share 0.55x Price / Tangible Book Value(1): 0.76x Price / 2023 Estimated EPS(2): 6.81x Price / 2024 Estimated EPS(2): 5.88x Dividend Yield(3): 4.45% Pricing as of April 25, 2023. Financial data as of or for the three months ended March 31, 2023. (1) See reconciliation of Non-GAAP financial measures on slide 24. (2) Mean analyst estimates per S&P Global. (3) Assumes $0.40 annualized dividend.

Slide 5

Digital Platform Update Broad launch beginning February 1 supported by digital marketing Tremendously successful, as of March 31: $980 million of deposits (~11,500 customers) 94% of funds raised prior to bank failures with limited attrition and continued growth after Customers are in all 50 states with approximately 88% of balances outside of Virginia, D.C. and Maryland Cost of deposits of 4.88% Approximately equal to Fed Funds Approximately 25 basis points below short-term borrowing costs 30 to 40 bps below one-way sweep earnings rate Approximately 73% of funds from other banks and credit unions, versus online-focused banks or fintechs, with a little over 50% from banks with over $25 billion in assets No additional staffing added No fraud losses Less than $90 thousand in incremental marketing expense Map does not include customers in Alaska and Hawaii. Digital Platform Customers

Slide 6

Balance Sheet Liquidity Update Substantial improvement in balance sheet liquidity as of March 31: Ratio of gross loans to deposits declined to 83% from 108% at year-end Cash and equivalents at $607 million, up from $78 million at year-end Repaid $340 million of short-term borrowings and listing agent CDs that matured in the first quarter Uninsured/non-collateralized deposits now represent only 26% of total deposits Liquidity sources (FHLB borrowings, Brokered CDs, etc.) plus cash-on-hand represent over 180% of uninsured/non-collateralized deposit balances Securities portfolio is relatively small and has limited mark-to-market risk at March 31: AFS of $231.5 million with $23.5 million after-tax unrealized loss (included in equity) HTM of $13.1 million with $0.7 million after-tax unrealized loss (not in equity) If the Bank sold both portfolios for liquidity needs, capital would remain robust: Est. As of Adjusted Capital Ratios March 31, 2023 March 31, 2023 Tier 1 Leverage 8.59% 8.50% CET1 Risk Based Capital 10.13% 9.50% Tier 1 Risk Based Capital 10.45% 9.83% Total Risk Based Capital 14.03% 13.47%

Slide 7

Q1’23 Summary Q1’23 Loan Composition ($256.1 million) Panacea Financial Update Total loan originations since launch of $323.9 million (committed bal.) Q1’23 loan originations of $35.8 million Total deposits of $30.9 million, up 35% linked-quarter March weighted average loan production yield of 8.36% Sold $20.2 mil. of loans in Q1’23 (committed balance) with a total expected gain of $586k ($427k recognized in Q1’23) Now banking 3,500+ doctors and >1% of all future doctors in the U.S. Expanded to direct hospital partnerships, including 2 of the top 10 hospital systems in the U.S. and their >75,000 employees. 2023 Outlook $150-200 mil. of total originations, $30-50 mil. of total deposit growth $20+ mil. of residential mortgage loan sales $50-$100 mil. of total loan sales under recently initiated GOS strategy $5.5+ mil. of PTPP earnings improvement vs. 2022

Slide 8

4 Life Insurance Premium Finance Update Key Portfolio Metrics Key Performance Metrics 32 Average number of days from submission to loan closing ORIGINATION CYCLE TIME Average Actual Primis Processing Time is ~6 Days Placement Ratio Carrier Approvals Top-Tier Partners Facilitators 61% 27 56 4 Average weekly submissions in Q4’ 2022 SUBMISSIONS 5 22.1% Q1 Loan Balance Growth $931.2 Million Projected Balance at Maturity $236.7 Million Loan Balances (Net of Fees)

Slide 9

Primis Mortgage Update Now licensed in 40 states and D.C. Small loss for Q1 ($212K) with breakeven profitability in February/March Funded production of $123 million, up 43% from Q4’22 Locked pipeline at March 31 up 110% from December 31 and growing entering home buying season On track for $700 million to $1 billion of mortgage production in 2023, even in the current rate environment

Slide 10

High Performing Community Bank V1BE adoption/utilization continues to build with monthly transactions up 25% in Q1, primarily due to small-business activity Core market loan growth of 1.8% in Q1(2) Deposits per Branch (1) V1BE is a bank delivery app for on-demand ordering of branch services (2) Excludes PPP, Panacea, Life Premium Finance balances and loans held for sale Map Source: S&P Global. 4.88 V1BE App Rating ~$108 million Deposit balance of V1BE users 57% % of V1BE Users that are SMBs V1BE Update(1) V1BE Coverage ~57 Minutes Average Fulfillment Time >1 Million Total Minutes Saved by Customers 5,400 Q1 Transactions

Slide 11

First Quarter Results

Slide 12

Total deposits grew 34.7% un-annualized linked-quarter to $3.67 billion Loans held for investment grew at an annualized rate of 13.1% in the first quarter compared to the linked-quarter, net of a decline in Paycheck Protection Program (“PPP”) balances Successfully completed first Panacea loan sale – approximately $15 million of loans with $427 thousand pre-tax gain Return on average assets of 0.60% for the three months ended March 31, 2023 versus 0.36% for the three months ended December 31, 2022 and 0.55% for the three months ended March 31, 2022. Operating return on average assets (1) of 0.60%, 0.09% and 0.57% for the three months ended March 31, 2023, December 31, 2022 and March 31, 2022, respectively. Pre-tax pre-provision return on average assets (1) was 1.31% for the three months ended March 31, 2023, versus 1.33% for the three months ended December 31, 2022 and 0.75% for the three months ended March 31, 2022. Pre-tax pre-provision operating return on average assets (1) was 1.31% for the three months ended March 31, 2023, versus 0.99% for the three months ended December 31, 2022 and 0.77% for the three months ended March 31, 2022. Mortgage banking almost broke even for the quarter with a $0.2 million after-tax loss versus $2.2 million after-tax loss in the prior quarter, with substantially all of the loss occurring in the seasonally slow month of January. Net interest margin of 3.15% in the first quarter of 2023 was up from 2.96% in the same period last year and down 52 basis points from 3.67% in the fourth quarter of 2022. Core net interest margin(1), which excludes the effects of PPP loans, was 3.16% in the first quarter of 2023, down from 3.68% in the fourth quarter of 2022 and up from 2.96% in the first quarter of 2022. Core bank net interest margin (excluding excess digital deposit balances) of 3.38% for the first quarter of 2023. Allowance for credit losses to total loans was 1.17% at March 31, 2023 and at December 31, 2022, and 1.23% at March 31, 2022.  Allowance for credit losses to total loans (excluding PPP balances and loans held for sale) was 1.17% at March 31, 2023 and at December 31, 2022, and 1.24% at March 31, 2022.  Equity to assets was 9.52% at March 31, 2023 and tangible common equity to tangible assets was 7.14%. Excluding $500 million of excess cash that the Company will begin sweeping, these ratios would have been 10.80% and 7.90%, respectively, at March 31, 2023 compared to 11.04% and 8.27%, respectively, at December 31, 2022. See reconciliation of Non-GAAP financial measures on slide 24. First Quarter Highlights

Slide 13

Dollars in millions. See reconciliation of Non-GAAP financial measures on slide 24. Excludes $500 million excess cash that the Company intends to sweep in Q2. Balance Sheet Trends Adjusted TCE/TA(2): 7.90% (1)

Slide 14

$ in Millions Total Outstanding % of Portfolio Excl PPP Hotel $209 6.9% Office $136 4.5% Retail $87 2.9% Assisted Living $46 1.5% Mixed Use $22 0.7% Warehouse/Industrial $22 0.7% Daycare/Schools/Churches $7 0.2% Self Storage $6 0.2% Leisure/Recreational $3 0.1% All other $33 1.1% Total Non-Owner Occupied CRE $572 18.8% Office & Retail Concentrations are Minimal NOO CRE By Collateral Type Hotel portfolio down to $209 million from almost $300 million in early 2020 Occupancy and RevPAR recently exceeded 2019 performance Office non owner-occupied CRE was $136 million at March 31 with $100 million of that true office building exposure LTV across all office is 64% Very high net worth guarantors Significant maturities/rate resets don’t begin until 2026 Retail exposure of $87 million at March 31 Low weighted-average LTV of 61% Low average loan size of approx. $2 million

Slide 15

Classified loans and NPAs exclude guaranteed portion of SBA loans. Core net charge-offs exclude losses covered by a third party. Asset Quality NPAs / Loans (Ex. PPP) + OREO Core NCOs / Average Loans Criticized & Classified Loans / Total Loans (Ex. PPP) Nonperforming assets and classified loans decreased by $2.1 million and $1.5 million, respectively ~83% of NPAs are in two relationships as previously discussed, one of which is current as of March 31 Net charge-offs of $4.0 million in Q1 Includes $1.9 million of net charge-offs covered by a third party (offset in noninterest income) Core net charge-offs of $2.1 million largely for NPAs previously reserved for OREO at $0 as of March 31, 2023

Slide 16

Allowance for Credit Losses ACL Walk Forward ACL / Gross Loans (Ex. PPP) Provision for credit losses of $5.2 million in Q1 versus provision of $7.9 million in Q4 Provision includes $4.7 million related to third-party managed portfolio with credit enhancement Provision offset by gain of equal amount recorded in noninterest income ACL coverage of gross loans flat at 1.17%

Slide 17

Dollars in millions. (1) Core deposits exclude time deposits. Deposit Trends Deposit Composition – Q1’23 Core Deposit Growth(1) Total deposits were up substantially due to growth on the digital platform Digital deposit funding replaced $340 million of short-term borrowings and listing service CDs that matured in Q1 Cost of Deposits: 191 bps

Slide 18

Net Interest Income Progression Dollars in thousands. Core excludes impact of PPP balances (1) See reconciliation of Non-GAAP financial measures on slide 24 Net Interest Income and Net Interest Margin Net interest margin negatively impacted by excess liquidity on the balance sheet. Excluding excess deposits, core bank margin would have been 3.38% in Q1 Net Interest Margin Trends (1)

Slide 19

Q1 NIE, excluding unfunded commitment expense, includes the following: $0.9 million of expense due to third-party serviced loan portfolio, down from $1.4 million last quarter Mortgage expenses of $5.0 million, down from $5.4 million last quarter Excluding items above, Q1 NIE increased to $21.4 million versus $21.2 million in Q4 Declines in compensation ($757K), marketing ($364K), professional fees ($743K) Increases in FDIC assessment ($132K), fraud losses ($371K), data processing (549K) Data processing costs up due to high application volume from digital platform growth Mortgage profitability along with significant earnings contributions from lines of business expected to drive efficiency ratio in the 60s in 2023 Efficiency Ratio Dollars in thousands. (1) See reconciliation of Non-GAAP financial measures on slide 24. Non-Interest Expense and Efficiency Ratio Non-Interest Expense (Ex. Res. for Unfunded Com. Expense) (1)

Slide 20

Dollars in millions. (1) See reconciliation of Non-GAAP financial measures on slide 24. Profitability Return on Average Assets Pre-Tax Pre-Provision Operating Earnings (1) Mortgage expected to add 10-15 basis points to ROAA in 2023 (1) (1)

Slide 21

Tangible Book Value Per Share Diluted Earnings Per Share and Adjusted Diluted EPS (1) See reconciliation of Non-GAAP financial measures on slide 24. Per Share Results Tangible book value per share reduced by $0.95 at March 31, 2023 due to unrealized mark-to-market losses on the Company’s available-for-sale securities portfolio (1) (1)

Slide 22

Talented management team and board committed to building long-term shareholder value Attractive multi-pronged strategy for growth beginning to pay dividends Aggressive and early use of technology positioning the bank for superior performance as the industry evolves Significant valuation upside as strategic investments mature Summary

Slide 23

Appendix

Slide 24

*Net interest margin excluding the effect of PPP loans assumes a funding cost of 35 bps on average PPP balances in all applicable periods. Non-GAAP Reconciliation