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What changed in Primis Financial Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Primis Financial Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+497 added−485 removedSource: 10-K (2026-03-16) vs 10-K (2025-04-29)

Top changes in Primis Financial Corp.'s 2025 10-K

497 paragraphs added · 485 removed · 310 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

96 edited+24 added−32 removed105 unchanged
Biggest changeIn reviewing a proposed covered acquisition, among other factors, the Federal Reserve considers (1) the financial and managerial resources of the companies involved, including pro forma capital ratios; (2) the risk to the stability of the United States banking or financial system; (3) the convenience and needs of the communities to be served, including performance under the CRA; and (4) the effectiveness of the companies in combatting money laundering.
Biggest changeThe Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve or waiver of such prior approval before it (1) acquires ownership or control of any voting shares of any bank if, after such acquisition, such bank holding company will own or control more than five percent (5%) of the voting shares of such bank, (2) acquires all of the assets of a bank, or (3) merges with any other bank holding company. 14 Table of Contents In reviewing a proposed covered acquisition, among other factors, the Federal Reserve considers (1) the financial and managerial resources of the companies involved, including pro forma capital ratios; (2) the risk to the stability of the United States banking or financial system; (3) the convenience and needs of the communities to be served, including performance under the CRA; and (4) the effectiveness of the companies in combatting money laundering.
Public companies must give shareholders the opportunity to vote on the compensation at least every three years and the opportunity to vote on frequency at least every six years, indicating whether the say-on-pay vote should be held annually, biennially, or triennially. ​ Anti-tying rules.
Public companies must give shareholders the opportunity to vote on compensation at least every three years and the opportunity to vote on frequency at least every six years, indicating whether the say-on-pay vote should be held annually, biennially, or triennially. ​ Anti-tying rules.
In June 2023, the SEC approved the proposed clawback listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”), which required Nasdaq-listed companies, to (i) adopt and implement a compliant clawback policy; (ii) file the clawback policy as an exhibit to their annual reports; and (iii) provide certain disclosures relating to any compensation recovery triggered by the clawback policy.
In June 2023, the SEC approved the proposed clawback listing standards of the Nasdaq Stock Market, LLC, which required Nasdaq-listed companies, to (i) adopt and implement a compliant clawback policy; (ii) file the clawback policy as an exhibit to their annual reports; and (iii) provide certain disclosures relating to any compensation recovery triggered by the clawback policy.
These individual lending authorities are based on the individual’s technical ability and experience. All credits over $10 million are reviewed and approved by Executive Loan Committee, as defined in credit policy. For approval of third-party originated loans, we have delegated authority within an approved framework.
These individual lending authorities are based on the individual’s technical ability and experience. All credits over $10 million are reviewed and approved by the Executive Loan Committee, as defined in our credit policy. For approval of third-party originated loans, we have delegated authority within an approved framework.
Primis provides construction loans for commercial, multi-family, assisted living and other non-residential properties, and builder/developer lines for established companies in our market footprint. Construction loan borrowers are generally pre-qualified for the permanent loan by us or a third party. Secured Asset Based Lending (SABL).
Primis provides construction loans for commercial, multi-family, assisted living and other non-residential properties, and builder/developer lines for established companies in our market footprint. Construction loan borrowers are generally pre-qualified for the permanent loan by us or a third party. Secured Asset Based Lending.
Lines of Businesses ​ Panacea Financial. In November 2020, the Company launched the Panacea Financial division, which focuses on providing unique financial products and services for the medical, dental and veterinary communities. Panacea Financial offers personal loans, student debt refinance and practice loans as well as deposit products nationally. Panacea Financial has partnerships with 39 national and state associations.
Lines of Businesses ​ Panacea Financial. In November 2020, the Company launched the Panacea Financial division, which focuses on providing unique financial products and services for the medical, dental and veterinary communities. Panacea Financial offers personal loans, student debt refinance and practice loans as well as deposit products nationally. Panacea Financial has partnerships with national and state associations.
Mortgage Warehouse Lending. Primis provides warehouse lending lines of credit to residential mortgage originators. Program parameters and underwriting guidelines are processed and monitored through our Warehouse Loan System (WLS) to ensure program compliance. Consumer Lending ​ Primis offers various types of secured and unsecured consumer loans. We make consumer loans primarily for personal, family or household purposes. Residential Mortgage.
Primis provides warehouse lending lines of credit to residential mortgage originators. Program parameters and underwriting guidelines are processed and monitored through our Warehouse Loan System to ensure program compliance. Consumer Lending ​ Primis offers various types of secured and unsecured consumer loans. We make consumer loans primarily for personal, family or household purposes. Residential Mortgage.
We are required to comply with various corporate governance and financial reporting requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations adopted by the SEC, the Public Company Accounting Oversight Board, and NASDAQ.
Governance and Financial Reporting Obligations. We are required to comply with various corporate governance and financial reporting requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations adopted by the SEC, the Public Company Accounting Oversight Board, and NASDAQ.
Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Investors should be aware of these requirements when acquiring shares of our stock. ​ Virginia Law. Certain state corporation laws may have an anti-takeover affect.
Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Investors should be aware of these requirements when acquiring shares of our stock. ​ Virginia Law. Certain state corporation laws may have an anti-takeover effect.
The SBA programs provide economic development programs which finance start-up and expansion of small businesses. We are a nationwide Preferred 7 Table of Contents Lender. As an SBA Preferred Lender, our pre-approved status allows us to quickly respond to customers’ needs. Under the SBA program, we generally originate and fund SBA 7(a) and 504 loans.
The SBA programs provide economic development programs which finance start-up and expansion of small businesses. We are a nationwide Preferred Lender. As an SBA Preferred Lender, our pre-approved status allows us to quickly respond to customers’ needs. Under the SBA program, we generally originate and fund SBA 7(a) and 504 loans.
The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions, including state member banks: (i) establish an anti-money 18 Table of Contents laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships.
The principal provisions of Title III of the USA PATRIOT Act require that regulated financial institutions, including state member banks: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships.
Both Primis and the Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer as of December 31, 2024. Based on current estimates, we believe that Primis and the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2025.
Both Primis and the Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer as of December 31, 2025. Based on current estimates, we believe that Primis and the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2026.
As further described below, each of Primis and the Bank is well-capitalized as of December 31, 2024, and Primis Bank achieved a rating of “Satisfactory” in its most recent CRA evaluation. Source of Strength Obligations. A bank holding company is required to act as a source of financial and managerial strength to its subsidiary bank.
As further described below, each of Primis and the Bank is well-capitalized as of December 31, 2025, and Primis Bank achieved a rating of “Satisfactory” in its most recent CRA evaluation. Source of Strength Obligations. A bank holding company is required to act as a source of financial and managerial strength to its subsidiary bank.
As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company’s dividends if: ​ ● its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; ● its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or ● it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. ​ Bank Regulation ​ The operation of the Bank is subject to state and federal statutes applicable to state banks and the regulations of the Federal Reserve, the FDIC and the Consumer Financial Protection Bureau (“CFPB”).
As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce the bank holding company’s dividends if: ​ ● its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; ● its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or ● it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. ​ Bank Regulation ​ The operation of the Bank is subject to state and federal statutes applicable to state banks and the regulations of the Federal Reserve, the FDIC and the CFPB.
If the Federal Reserve were to apply the same or a similar well-capitalized standard to bank holding companies as that applicable to the Bank, Primis’ capital ratios as of December 31, 2024 would exceed such revised well-capitalized standard.
If the Federal Reserve were to apply the same or a similar well-capitalized standard to bank holding companies as that applicable to the Bank, Primis’ capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.
A qualifying community banking organization with total consolidated assets of less than $10 billion that exceeds the CBLR threshold would be exempt from the agencies’ current capital framework, including the risk-based capital requirements and capital conservation buffer described above, and would be deemed well-capitalized under the agencies’ prompt corrective action regulations.
A qualifying community banking organization with total consolidated assets of less than $10 billion that exceeds the CBLR threshold would be exempt from the agencies’ current capital framework, including the risk-based 17 Table of Contents capital requirements and capital conservation buffer described above, and would be deemed well-capitalized under the agencies’ prompt corrective action regulations.
Under the final rule, if a qualifying community banking organization elects to use the CBLR framework, it will be considered “well-capitalized” so long as its CBLR is greater than 9%. Primis does not use the CBLR framework. ​ 16 Table of Contents Payment of Dividends Primis is a legal entity separate and distinct from the Bank and other subsidiaries.
Under the final rule, if a qualifying community banking organization elects to use the CBLR framework, it will be considered “well-capitalized” so long as its CBLR is greater than 9%. Primis does not use the CBLR framework. ​ Payment of Dividends Primis is a legal entity separate and distinct from the Bank and other subsidiaries.
Primis Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act and the Fair Housing Act, both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.
Primis Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act and the Fair Housing Act, both of which prohibit discrimination based on race or color, religion, national 21 Table of Contents origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.
Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. ​ Examinations .
Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to 18 Table of Contents submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. ​ Examinations .
The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings.
The capital rules also define the risk-weights assigned to assets and off-balance 16 Table of Contents sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings.
The Federal Reserve’s assessment of the Bank’s CRA record is made available to the public. Further, a less than satisfactory CRA rating will slow, if not preclude, expansion of banking activities and prevent a company from becoming or remaining a financial holding company.
The Federal Reserve’s assessment of the Bank’s CRA record is made available to the public. Further, a less than satisfactory CRA rating will slow, if not 20 Table of Contents preclude, expansion of banking activities and prevent a company from becoming or remaining a financial holding company.
The Federal Reserve has adopted the Federal Financial Institutions Examination Council’s (“FFIEC”) rating system and assigns each financial institution a confidential composite rating based on an evaluation and rating of six essential components of an institution’s 17 Table of Contents financial condition and operations, including Capital Adequacy, Asset Quality, Management, Earnings, Liquidity and Sensitivity to Market Risk, as well as the quality of risk management practices. ​ Consumer Protection.
The Federal Reserve has adopted the Federal Financial Institutions Examination Council’s rating system and assigns each financial institution a confidential composite rating based on an evaluation and rating of six essential components of an institution’s financial condition and operations, including Capital Adequacy, Asset Quality, Management, Earnings, Liquidity and Sensitivity to Market Risk, as well as the quality of risk management practices. ​ Consumer Protection.
Primis is registered with the Federal Reserve as a bank holding company under the Bank Holding Company Act and has elected to be a financial holding company. As a financial holding company, Primis is permitted to 12 Table of Contents engage directly or indirectly in a broader range of activities than those permitted for a bank holding company.
Primis is registered with the Federal Reserve as a bank holding company under the Bank Holding Company Act and has elected to be a financial holding company. As a financial holding company, Primis is permitted to engage directly or indirectly in a broader range of activities than those permitted for a bank holding company.
Under the federal Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to and obtain approval from 13 Table of Contents the Federal Reserve before acquiring control of any bank holding company, such as Primis.
Under the federal Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to and obtain approval from the Federal Reserve before acquiring control of any bank holding company, such as Primis.
The primary factors we encounter in competing for deposits are convenient office locations 10 Table of Contents and rates offered. Direct competition for deposits comes from other commercial bank and thrift institutions, money market mutual funds and corporate and government securities which may offer more attractive rates than insured depository institutions are willing to pay.
The primary factors we encounter in competing for deposits are convenient office locations and rates offered. Direct competition for deposits comes from other commercial bank and thrift institutions, money market mutual funds and corporate and government securities which may offer more attractive rates than insured depository institutions are willing to pay.
Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability to manage those risks are important factors that are to be taken into account in assessing an institution’s overall capital adequacy.
Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution’s exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution’s ability to manage those risks are important factors that are to be considered in assessing an institution’s overall capital adequacy.
Federal CRA regulations require, among other things, that evidence of discrimination against applicants on a prohibited basis, and illegal or abusive lending practices be considered in the CRA evaluation. On October 24, 2023, the OCC, the FRB, and FDIC issued a final rule to modernize their respective CRA regulations.
Federal CRA regulations require, among other things, that evidence of discrimination against applicants on a prohibited basis, and illegal or abusive lending practices be considered in the CRA evaluation. In 2023 the Federal Reserve, OCC, and FDIC issued a final rule to modernize their respective CRA regulations.
Our clawback policy was approved by the board in November 2023 and is included as Exhibit 97 of this Annual Report on Form 10-K. ​ Shareholder Say-On-Pay Votes.
Our clawback policy was approved by the board in November 2023 and is incorporated by reference as Exhibit 97 of this Annual Report on Form 10-K. ​ Shareholder Say-On-Pay Votes.
Additionally, its In-Training Medical/Dental School Loan Refinance product allows physicians and dentists that are in training the opportunity to refinance their student debt at a lower interest rate, while benefiting from affordable monthly payments during training. As of December 31, 2024, Panacea Financial had approximately $433.8 million in outstanding loans.
Additionally, its In-Training Medical/Dental School Loan Refinance product allows physicians and dentists that are in training the opportunity to refinance their student debt at a lower interest rate, while benefiting from affordable monthly payments during training. As of December 31, 2025, Panacea Financial had approximately $544 million in outstanding loans.
V1BE brings in-branch banking services right to the customer’s doorstep, including cash delivery/withdrawals, cash pick-up/deposits, check deposits, change orders, cashier checks, and the instant issue of replacement debit cards. V1BE was initially piloted in the Richmond market but now covers the majority of our footprint, including the greater Washington, D.C. region.
V1BE brings in-branch banking services directly to the customer, including cash delivery/withdrawals, cash pick-up/deposits, check deposits, change orders, cashier checks, and the instant issue of replacement debit cards. V1BE was initially piloted in the Richmond market but now covers the majority of our footprint, including the greater Washington, D.C. region.
The Board of Directors has delegated assignment of individual credit authorities up to $10 million to the Chief Executive Officer and Chief Credit Officer. For loans up to $5.0 million, we have named Credit Officers. We also have two Specialty Executive Credit Officers, each with extensive industry specific experience with individual credit authority to $7.5 million.
The Board of Directors has delegated assignment of individual credit authorities up to $10 million to the Chief Executive Officer and Chief Credit Officer. For loans up to $5 million, we have named Credit Officers. We also have a Specialty Executive Credit Officer with extensive industry specific experience with individual credit authority up to $7.5 million.
Our underwriting guidelines are tailored for particular credit types, including lines of credit, revolving credit facilities, demand loans, term loans, equipment loans, real estate loans, SBA loans, stand-by letters of credit and unsecured loans. We will make extensions of credit based, among other factors, on the potential borrower’s creditworthiness and likelihood of repayment.
Our underwriting 11 Table of Contents guidelines are tailored for individual credit types, including lines of credit, revolving credit facilities, demand loans, term loans, equipment loans, real estate loans, SBA loans, stand-by letters of credit and unsecured loans. We will make extensions of credit based, among other factors, on the potential borrower’s creditworthiness and likelihood of repayment.
We have evaluated our controls, including compliance with the SEC rules on internal controls, and have and expect to continue to spend significant amounts of time and money on compliance with these rules.
We have evaluated our controls, including 15 Table of Contents compliance with the SEC rules on internal controls, and have and expect to continue to spend significant amounts of time and money on compliance with these rules.
The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average total consolidated assets net of goodwill, certain other intangible assets, and certain required deduction items.
The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average total consolidated assets net of goodwill, certain other intangible assets, and certain required deduction items. The required minimum leverage ratio for all banks is 4%.
Commercial business loans are generally secured by business assets, equipment, accounts receivable, inventory and other collateral, such as readily marketable stocks and bonds with adequate margins, cash value in life insurance policies and savings and time deposits at Primis Bank. Commercial Real Estate Lending. Commercial real estate lending includes loans for permanent financing.
Commercial business loans are generally secured by business assets, equipment, accounts receivable, inventory and other collateral, such as readily marketable stocks and bonds with adequate margins, cash value in life insurance policies and savings and time deposits at the Bank. 8 Table of Contents Commercial Real Estate Lending. Commercial real estate lending includes loans for permanent financing.
All credit extensions in excess of 60% of the Bank’s legal lending limit are also reviewed and approved by the Board of Directors. As of December 31, 2024, our legal lending limit was approximately $57.9 million. Portfolio management is an integral part of sound credit practices.
All credit extensions in excess of 60% of the Bank’s legal lending limit are also reviewed and approved by the Board of Directors. As of December 31, 2025, our legal lending limit was approximately $63 million. Portfolio management is an integral part of sound credit practices.
The Deposit Insurance Fund (“DIF”) of the FDIC insures the deposits of the Bank generally up to a maximum of $250,000 per depositor, per insured bank, for each account ownership category. The FDIC charges insured depository institutions quarterly premiums to maintain the DIF.
The DIF of the FDIC insures the deposits of the Bank generally up to a maximum of $250,000 per depositor, per insured bank, for each account ownership category. The FDIC charges insured depository institutions quarterly premiums to maintain the DIF.
Based on the management team’s depth of experience and certain infrastructure investments, Primis looks to take advantage of certain economies of scale typically enjoyed by larger organizations, thus expanding its operations both organically and through strategic cost-effective branch or bank acquisitions.
Based on the management team’s depth of experience and previous infrastructure investments, Primis looks to take advantage of certain economies of scale typically enjoyed by larger organizations, thus expanding its operations both organically and through strategic cost-effective branch or bank acquisitions. ​ ● Investing in Technology to Differentiate the Bank in the Marketplace.
As of December 31, 2024, we had 592 employees, nearly all of whom are full-time and of which approximately 63% were female and 20% were minorities. All of our employees are chosen on the basis of their qualifications and merit. ​ Employee Feedback. Fostering an inclusive environment requires that all employees are heard.
As of December 31, 2025, we had 593 employees, nearly all of whom are full-time and of which approximately 63% were female and 23% were minorities. All of our employees are chosen on the basis of their qualifications and merit. ​ Employee Feedback. Fostering an inclusive environment requires that all employees are heard.
We are a Small Business Administration (“SBA”) lender with Preferred Lending Partner (“PLP”) status that allows us to offer this program nationwide. We also invest in real estate-related securities, including collateralized mortgage obligations and agency mortgage backed securities. Our principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings.
We are an SBA lender with Preferred Lending Partner status that allows us to offer this program nationwide. We also invest in real estate-related securities, including collateralized mortgage obligations and agency mortgage-backed securities. Our principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings.
The business of Primis and the Bank is subject to extensive regulation and supervision under federal and state law, including oversight by the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the Virginia Bureau of Financial Institutions (“VBFI”), a regulatory division of the Virginia State Corporation Commission. ​ Changes in laws and regulations may alter the structure, regulation and competitive relationships of financial institutions.
The business of Primis and the Bank is subject to extensive regulation and supervision under federal and state law, including oversight by the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the VBFI, a regulatory division of the Virginia State Corporation Commission, as well as applicable regulation by the FDIC. ​ Changes in laws and regulations may alter the structure, regulation and competitive relationships of financial institutions.
On October 29, 2019, the federal banking agencies jointly issued a final rule to simplify the regulatory capital requirements for eligible banks and holding companies with less than $10 billion in consolidated assets that opt into the Community Bank Leverage Ratio (“CBLR”) framework.
On October 29, 2019, the federal banking agencies jointly issued a final rule to simplify the regulatory capital requirements for eligible banks and holding companies with less than $10 billion in consolidated assets that opt into the CBLR framework.
Benefits to Primis are low LTV commercial loans and government guarantees up to 80%. Panacea Practice Solutions. Primis, through its Panacea Financial division, provides financing for medical, dental and veterinary businesses. Financing purposes cover a range of needs of the borrowers to include acquisition, start-up, expansion, real estate purchase and refinance, leasehold, equipment financing, as well as practice buy-ins.
Benefits to Primis are low LTV commercial loans and government guarantees up to 80%. Panacea Practice Solutions. The Bank, through its Panacea Financial division, provides financing for medical, dental and veterinary businesses. Financing purposes cover a range of borrower needs, including acquisition, start-up, expansion, real estate purchase and refinance, leasehold, equipment financing, as well as practice buy-ins. Mortgage Warehouse Lending.
The responsible relationship manager in conjunction with credit administration will service loan credits through their life cycle. Primis has a dedicated Special Assets team that provides oversight on credit collection activities, to include legal negotiations, forbearance agreements, collateral sale, foreclosures and management of other real estate owned (“OREO”). This coordinated approach to credit provides a high quality portfolio.
The responsible relationship manager in conjunction with credit administration will service loan credits through their life cycle. Primis has a dedicated Special Assets team that provides oversight on credit collection activities, to include legal negotiations, forbearance agreements, collateral sale, foreclosures and management of OREO. We believe that coordinated approach to credit supports a high-quality portfolio.
Funding and Revenue Sources The principal sources of funds for our lending and investment activities are deposits, repayment of loans, prepayments from mortgage-backed securities, repayments of maturing investment securities, Federal Home Loan Bank (“FHLB”) advances and other borrowed money.
Funding and Revenue Sources The principal sources of funds for our lending and investment activities are deposits, repayment of loans, prepayments from mortgage-backed securities, repayments of maturing investment securities, FHLB advances and other borrowed money.
The terms of any such supervisory action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our capital stock. ​ Supervision, regulation, and examination of Primis, the Bank, and our respective subsidiaries by the appropriate regulatory agencies, as described herein, are intended primarily for the protection of consumers, bank depositors and the Deposit Insurance Fund (“DIF”) of The Federal Deposit Insurance Corporation (“FDIC”) and the U.S. banking and financial system, rather than holders of our capital stock.
The terms of any such 13 Table of Contents supervisory action could have a material negative effect on our business, reputation, operating flexibility, financial condition, and the value of our capital stock. ​ Supervision, regulation, and examination of Primis, the Bank, and our respective subsidiaries by the appropriate regulatory agencies, as described herein, are intended primarily for the protection of consumers, bank depositors, the DIF of the FDIC, and the U.S. banking and financial system, rather than holders of our capital stock.
Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. ​ As of December 31, 2024, Primis had $3.7 billion in total assets, $2.9 billion in total loans held for investment, $3.2 billion in total deposits and $365.0 million in total stockholders’ equity.
Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. ​ As of December 31, 2025, Primis had $4.0 billion in total assets, $3.3 billion in total loans held for investment, $3.4 billion in total deposits and $423 million in total stockholders’ equity.
This discussion is a summary and is qualified in its entirety by reference to the particular statutory and regulatory provisions described below, and is not intended to be an exhaustive description of the statutes or regulations applicable to Primis or the Bank.
Our employees volunteered 225 hours in 2025. ​ SUPERVISION AND REGULATION This discussion is a summary and is qualified in its entirety by reference to the particular statutory and regulatory provisions described below and is not intended to be an exhaustive description of the statutes or regulations applicable to Primis or the Bank.
The required minimum leverage ratio for all banks is 4%. 15 Table of Contents In addition, effective January 1, 2019, the capital rules require a capital conservation buffer of CET1 of 2.5% above each of the minimum capital ratio requirements (CET1, Tier 1, and total risk-based capital), which is designed to absorb losses during periods of economic stress.
In addition, effective January 1, 2019, the capital rules require a capital conservation buffer of CET1 of 2.5% above each of the minimum capital ratio requirements (CET1, Tier 1, and total risk-based capital), which is designed to absorb losses during periods of economic stress.
We have instituted a no exceptions policy for our consumer credit programs. ​ ​ 8 Table of Contents ​ Deposit Activities Overview ​ We offer a broad range of deposit products, including checking, NOW, savings, and money market accounts and certificates of deposit, supporting the needs of businesses and individuals.
We have instituted a no exceptions policy for our consumer credit programs where borrowers must meet all underwriting criteria. Deposit Activities Overview ​ We offer a broad range of deposit products, including checking, NOW, savings, and money market accounts and certificates of deposit, supporting the needs of businesses and individuals.
In addition, the Dodd-Frank Act required the federal banking agencies and the SEC to issue regulations requiring covered financial institutions to prohibit incentive compensation arrangements that encourage inappropriate risks by providing compensation that is excessive or that could lead to material financial loss to the institution.
As of December 31, 2025, these rules have not been implemented. In addition, the Dodd-Frank Act required the federal banking agencies and the SEC to issue regulations requiring covered financial institutions to prohibit incentive compensation arrangements that encourage inappropriate risks by providing compensation that is excessive or that could lead to material financial loss to the institution.
PFH is a consolidated subsidiary of Primis and owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, veterinarians, dentists, their practices, and ultimately the broader healthcare industry.
PMC, a residential mortgage lender headquartered in Wilmington, North Carolina, is a consolidated subsidiary of Primis Bank. PFH owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, their practices, and ultimately the broader healthcare industry.
The assessment rate schedule can change from time to time, at the discretion of the FDIC, subject to certain limits. ​ As of June 30, 2020, the DIF reserve ratio fell to 1.30%, below the statutory minimum of 1.35%.
The assessment rate schedule can change from time to time, at the discretion of the FDIC, subject to certain limits. ​ As of September 30, 2025, the DIF reserve ratio reached 1.40%, exceeding the statutory minimum of 1.35%.
In 2024 we made the decision to discontinue, as of January 31, 2025, the program with the third-party to source and originate these loans and are seeking to sell a majority of the existing portfolio we have on our balance sheet. Additional discussion of this decision can be found in the MD&A. Panacea Consumer Loans.
In 2024, we made the decision to discontinue the program with the third-party that sources and originates these loans, effective January 31, 2025, and are running-off the existing portfolio on our balance sheet. Additional discussion of this decision can be found in the MD&A. Panacea Consumer Loans.
Item 1. Business Overview Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holding company for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank which commenced operations on April 14, 2005.
Item 1. Business Overview Primis Financial Corp. is the bank holding company for Primis Bank, a Virginia state-chartered bank which commenced operations on April 14, 2005.
Bank regulators routinely examine institutions for compliance with these anti-money laundering obligations and have been active in imposing “cease and desist” and other regulatory orders and money penalty sanctions against institutions found to be in violation of these requirements.
Bank regulators routinely examine institutions for compliance with these anti-money laundering obligations and have been active in imposing “cease and desist” and other regulatory orders and money penalty sanctions against institutions found to be in violation of these requirements. In 2024, US federal regulators proposed amendments to modernize Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) program requirements.
These provisions were designed to deter certain takeovers of Virginia corporations. In addition, the statute provides that, by affirmative vote of a majority of the voting shares other than shares owned by any 10% shareholder, a corporation can adopt an amendment to its articles of incorporation or bylaws providing that the Affiliated Transactions provisions shall not apply to the corporation.
In addition, the statute provides that, a corporation's initial articles of incorporation may expressly provide that the corporation shall not be governed by the Affiliated Transactions provisions and that by affirmative vote of a majority of the voting shares other than shares owned by any 10% shareholder, a corporation can adopt an amendment to its articles of incorporation or bylaws providing that the Affiliated Transactions provisions shall not apply to the corporation.
In some instances, the audit report of the institution’s holding company can be used to satisfy this requirement. Independent auditors must receive examination reports, supervisory agreements and reports of enforcement actions. For insured institutions with total assets of $1.0 billion or more, financial statements prepared in accordance with U.S.
Insured institutions with total assets of $1 billion or more, such as the Bank, must submit annual audit reports prepared by independent auditors to federal and state regulators. In some instances, the audit report of the institution’s holding company can be used to satisfy this requirement. Independent auditors must receive examination reports, supervisory agreements and reports of enforcement actions.
We utilize a wide range of recruitment vehicles ranging from college recruitment sites such as “Handshake”, a “V3” program to recruit veterans to posting on popular job boards and conducting nationwide profile searches to find diverse and qualified candidates. Primis realizes that great people know other great people so we also offer a referral bonus to our employees. ​ Benefits.
We utilize a wide range of recruitment vehicles ranging from college recruitment sites such as “Handshake”, a “V3” program to recruit veterans to posting on popular job boards and conducting nationwide profile searches to find diverse and qualified candidates.
Primis Mortgage Company has since expanded to offer residential mortgages in the majority of the U.S. Residential mortgage loans originated through Primis Mortgage Company are primarily sold in the secondary market for fee income.
In May 2022, Primis Bank acquired Primis Mortgage Company (previously SeaTrust Mortgage Company), a regional residential mortgage company headquartered in Wilmington, North Carolina. Primis Mortgage Company has since expanded to offer residential mortgages in the majority of the U.S. Residential mortgage loans originated through Primis Mortgage Company are primarily sold in the secondary market for fee income.
The Bank Holding Company Act does not place geographic limits on permissible non-banking activities of bank holding companies. Financial holding companies, such as us, may also engage in activities that are considered to be financial in nature, as well as those incidental or, if so determined by the Federal Reserve, complementary to financial activities.
Financial holding companies, such as us, may also engage in activities that are considered to be financial in nature, as well as those incidental or, if so determined by the Federal Reserve, complementary to financial activities.
We maintain a commitment to the prosperity of each community we serve, donating to community, civic and philanthropic organizations in 2024. In addition to providing financial products built for the needs of our customers, we use associate volunteerism and corporate philanthropy to build strong community partnerships.
In addition to providing financial products built for the needs of our customers, we use associate volunteerism and corporate philanthropy to build strong community partnerships.
The revised rules substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026 and revised data reporting requirements taking effect January 1, 2027.
The revised rules would substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026 and revised data reporting requirements taking effect January 1, 2027. The revised CRA regulations have been subject to an injunction since March 29, 2024.
The division has successfully built a nationally-recognized brand with a growing team of industry-leading commercial bankers experienced in providing financial services to its target communities across the United States. Life Premium Financing. The Company launched a division in the fourth quarter of 2021 focused on financing life insurance premiums for high net worth individuals across the United States.
The division has successfully built a nationally-recognized brand 10 Table of Contents with a growing team of industry-leading commercial bankers experienced in providing financial services to its target communities across the United States. Life Premium Financing.
We also offer these types of loans through an agreement with a third-party that sources and originates them for us based on our credit underwriting criteria.
Primis offers unsecured personal loans up to $50,000 and overdraft protection loans up to $10,000, based on specified underwriting criteria. We also offered these types of loans through an agreement with a third-party that sources and originates them for us based on our credit underwriting criteria.
Such statutes and regulations relate to, among other things, required reserves, investments, loans, mergers and consolidations, issuances of securities, payments of dividends, establishment of branches, consumer protection and other aspects of the Bank’s operations.
The operations of the Bank may also be subject to applicable OCC regulation to the extent state banks are granted parity with national banks. Such statutes and regulations relate to, among other things, required reserves, investments, loans, mergers and consolidations, issuances of securities, payments of dividends, establishment of branches, consumer protection and other aspects of the Bank’s operations.
Primis looks to be the primary bank for small- and medium-sized businesses by offering a suite of competitive electronic banking services, robust treasury services and comprehensive lending options.
This, along with its strong capital position, well-positions Primis to take advantage of acquisition opportunities. ​ ● Focusing on the Business Owner . Primis looks to be the primary bank for small- and medium-sized businesses by offering a suite of competitive electronic banking services, robust treasury services and comprehensive lending options.
A continued focus of governmental policy relating to financial institutions in recent years has been combating money laundering and terrorist financing. The USA PATRIOT Act broadened the application of anti-money laundering regulations to apply to additional types of financial institutions such as broker-dealers, investment advisors and insurance companies, and strengthened the ability of the U.S.
The USA PATRIOT Act broadened the application of anti-money laundering regulations to apply to additional types of financial institutions such as broker-dealers, investment advisors and insurance companies, and strengthened the ability of the U.S. Government to help prevent, detect and prosecute international money laundering and the financing of terrorism.
This provision empowers an acquiring person to require the Virginia Corporation to hold a special meeting of shareholders to consider the matter within 50 days of the request. Primis also “opted out” of this provision at the time of its incorporation. Governance and Financial Reporting Obligations.
This provision empowers an acquiring person to require the Virginia Corporation to hold a special meeting of shareholders to consider whether to vote on granting voting rights to control shares within 50 days of the request, unless the acquiring person agrees to another date. Primis also “opted out” of these provisions at the time of its incorporation.
Panacea Financial offers several unsecured consumer loan products to include student loan refinancing and pro re nata (“PRN’) loans. PRN loans may be utilized by graduating doctors to fund costs as they move into their chosen professions. Strict criteria has been established around these products.
Panacea Financial offers several unsecured consumer loan products, including student loan refinancing and PRN loans. PRN loans may be utilized by in-school, in-training and in-practice doctors, veterinarians and dentists to fund costs associated with their chosen professions. Strict credit underwriting criteria has been established around these products.
New employees are also required to complete multiple learning modules that cover important compliance and regulatory requirements in the banking industry. Continuing education and advanced training is offered to employees throughout their tenure. We encourage all employees to obtain job related training by covering the cost of the classes and/or learning materials and tests.
All new employees benefit from training to learn how to utilize our key systems. New employees are also required to complete multiple learning modules that cover important compliance and regulatory requirements in the banking industry. Continuing education and advanced training is offered to employees throughout their tenure.
The increased assessment rate schedules will remain in effect until the reserve ratio meets or exceeds 2 percent, absent further action by the FDIC. ​ Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by a bank’s federal regulatory agency.
The FDIC could further increase the deposit insurance assessments for certain insured depository institutions, including Primis Bank, if the DIF reserve ratio is not maintained. ​ Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by a bank’s federal regulatory agency.
The Bank is subject to Federal Reserve regulations that require the Bank to maintain reserves against transaction accounts (primarily checking accounts). These reserve requirements are subject to annual adjustment by the Federal Reserve. Effective March 26, 2020, reserve requirement ratios were reduced to zero percent. ​ Anti-Money Laundering .
The Bank is subject to Federal Reserve regulations that require the Bank to maintain reserves against transaction accounts (primarily checking accounts). These reserve requirements are subject to annual adjustment by the 19 Table of Contents Federal Reserve.
Numerous other statutes and regulations also will have an impact on the operations of Primis and the Bank. Supervision, regulation and examination of banks by the regulatory agencies are intended primarily for the protection of depositors, not shareholders. ​ ​ 21 Table of Contents
Supervision, regulation and examination of banks by the regulatory agencies are intended primarily for the protection of depositors, not shareholders. ​ ​ 22 Table of Contents
The experience and market knowledge of the Bank’s management team is one of its greatest strengths and competitive advantages. Since the Company’s board of directors appointed Mr. Dennis J. Zember, Jr. as the Chief Executive Officer, effective February 19, 2020, Mr. Zember has added several members to the executive management team.
Since the Company’s board of directors appointed Mr. Dennis J. Zember, Jr. as the Chief Executive Officer, effective February 19, 2020, Mr. Zember has added several members to the executive management team. These additional members all bring strong expertise and years of experience. ​ ● Leveraging the Existing Foundation for Additional Growth.
Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications to financial statements, and the values of our securities. ​ Corporate Governance. The Dodd-Frank Act addressed many investor protections, corporate governance, and executive compensation matters that will affect most U.S. publicly traded companies.
Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications to financial statements, and the values of our securities. ​ Incentive Compensation.
These buffer requirements must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction.
These buffer requirements must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction. The FDICIA, among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements.
Perfecting enhanced digital offerings that allow Primis to attract new deposit customers at scale both in and out of our footprint. a.
Perfecting enhanced digital offerings that allow Primis to attract and retain deposit customers at scale both in and out of our footprint. a. Deposits on the Bank’s digital platform ended 2025 at $992 million with an average balance of $48 thousand.
The Office of Foreign Assets Control (“OFAC”) is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress.
The OFAC is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons List.
As of December 31, 2024, Primis Bank had twenty-four full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Twenty-two full-service retail branches are in Virginia and two full-service retail branches are in Maryland.
As of December 31, 2025, Primis Bank had 24 full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Headquartered in McLean, Virginia, the Company has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risks are discussed more fully after the summary, and risks include, but are not limited to, the following: ● We are subject to risks related to our concentration of construction and land development and commercial real estate loans. ● We have a meaningful amount of consumer loans that are unsecured and if the borrower defaults on the loan we have no recourse to collateral in which to recover any potential losses. ● A portion of our consumer loan portfolio is originated and serviced by a third-party and includes a credit enhancement from that third-party which may not be realizable. ● A significant amount of our third-party serviced consumer loans were originated with a zero interest promotional period, exposing us to the credit risk of the third-party that is providing reimbursement to us for interest foregone. ● A significant amount of our loans are secured by real estate and any declines in real estate values in our primary markets could be detrimental to our financial condition and results of operations. ● If our nonperforming assets increase, our earnings will suffer. ● If our allowance for credit losses is not adequate to cover actual loan losses, our earnings will decrease. ● We are subject to credit quality risks and our credit policies may not be sufficient to avoid losses. ● Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact our profits. ● Our geographic concentration makes us vulnerable to local weather catastrophes, public health issues, and other external events, which could adversely affect our results of operations and financial condition. ● Our business is subject to interest rate risk and variations in interest rates may negatively affect our financial performance. ● Unstable global economic conditions may have serious adverse consequences on our business, financial condition, and operations. ● Declines in asset values may result in impairment charges and adversely affect the value of our investment securities, financial performance and capital. ● The value of an estimated reimbursement due from a third-party that originated consumer loans with promotional features on our behalf is recorded in our balance sheet at fair value as a derivative and actual results and a significant decline in the third-party’s credit risk may impact the value of the derivative and our ability to realize that value. ● We may be unable to sell loans at the estimated market price utilized to record them in held for sale ● Our stock price can be volatile. ● The trading volume in our common stock is less than that of other larger financial services companies. ● Inflation could negatively impact our business, our profitability and our stock price. ● ESG and diversity, equity and inclusion (“DEI”) risks could adversely affect our reputation and shareholder, employee, client, and third party relationships and may negatively affect our stock price. 22 Table of Contents ● Our business strategy includes strategic growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. ● We must respond to rapid technological changes and these changes may be more difficult or expensive than anticipated. ● New lines of business, products or services and technological advancements may subject us to additional risks. ● We may not be able to successfully integrate our acquisitions or to realize the anticipated benefits of them. ● The carrying value of goodwill and other intangible assets may be adversely affected. ● We rely on third-party vendors to provide key components of our business infrastructure. ● We face significant cyber and data security risk that could result in the disclosure of sensitive, confidential and/or nonpublic personal information, adversely affect our business or reputation and expose us to significant liabilities. ● Our business is susceptible to fraud. ● We are dependent on key personnel and the loss of one or more of those key personnel could impair our relationship with our customers and adversely affect our business. ● Deposit insurance premiums levied against banks may increase if the number of bank failures increase or the cost of resolving failed banks increases. ● Liquidity risk could impair our ability to fund operations and jeopardize our financial condition, results of operations and cash flows. ● Adverse developments affecting the financial services industry could adversely affect our current and projected business operations and its financial condition and results of operations. ● Future growth or operating results may require us to raise additional capital, but that capital may not be available, be available on unfavorable terms or may be dilutive. ● We may issue a new series of preferred stock or debt securities, which would be senior to our common stock and may cause the market price of our common stock to decline. ● We currently intend to pay dividends on our common stock; however, our future ability to pay dividends is subject to restrictions. ● Changes in applicable laws and regulations or failures to comply with such laws and regulations may adversely affect our operations and our financial results. ● Primis and the Bank must maintain certain required levels of regulatory capital that may limit our operations and potential growth. ● We are subject to commercial real estate lending guidance issued by the federal banking regulators that impacts our operations and capital requirements. ● Changes in accounting standards or assumptions in applying accounting policies could adversely affect us. ● Failure to maintain an effective system of disclosure controls and procedures could have a material adverse effect on our business, results of operations and financial condition and could impact the price of our common stock. ​ Credit Risks We are subject to risks related to our concentration of construction and land development and commercial real estate loans.
Biggest changeThese risks are discussed more fully after the summary, and risks include, but are not limited to, the following: ● We are subject to risks related to our concentration of commercial real estate and construction and land development loans. ● We have a meaningful amount of consumer loans that are unsecured and if the borrower defaults on the loan, we have no collateral to recover potential losses. ● A portion of our consumer loan portfolio is originated and serviced by a third-party and includes a credit enhancement, which may not be realizable; the inability to utilize such credit enhancement could be detrimental to our financial condition and results of operations. ● A significant amount of our third-party serviced consumer loans were originated during a zero-interest promotional period, exposing us to third-party credit risk for interest foregone in the event of borrower prepayment; the failure of such third-party to perform under its reimbursement obligation could be detrimental to our financial condition and results of operations. ● A significant amount of our loans are secured by real estate and any declines in real estate values in our primary markets could be detrimental to our financial condition and results of operations. ● If our nonperforming assets increase, our earnings will suffer. ● If our allowance for credit losses is not adequate to cover actual loan losses, our earnings will decrease. ● We are subject to credit quality risks and our credit policies may not be sufficient to avoid losses. ● Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact our profits. ● Our profitability depends significantly on local economic conditions in the areas where our operations and loans are concentrated, and our geographic concentration makes us vulnerable to local weather catastrophes, public health issues, and other external events, which could adversely affect our results of operations and financial condition. ● Our earnings are subject to interest rate risk. ● Unstable global economic conditions may have serious adverse consequences on our business, financial condition, and operations. ● Declines in asset values may result in impairment charges and adversely affect the value of our investment securities, financial performance and capital. ● Our stock price can be volatile. ● The trading volume in our common stock is less than that of other larger financial services companies. ● Inflation could negatively impact our business, our profitability and our stock price. ● ESG and DEI risks could adversely affect our reputation and shareholder, employee, client, and third party relationships and may negatively affect our stock price. 23 Table of Contents ● Our business strategy includes strategic growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. ● We must respond to rapid technological changes and these changes may be more difficult or expensive than anticipated. ● New lines of business, products or services and technological advancements may subject us to additional risks. ● The development and use of artificial intelligence presents risks and challenges that may adversely impact our business. ● We may not be able to successfully integrate our acquisitions or to realize the anticipated benefits of them. ● The carrying value of goodwill and other intangible assets may be adversely affected. ● We rely on third-party vendors to provide key components of our business infrastructure, which could expose us to operational and financial risks. ● Industry adoption of real-time payments networks could negatively impact financial performance through reductions in product profitability, increased liquidity reserves and the potential for increased fraud losses, among other risks. ● We face significant cyber and data security risk that could result in the disclosure of or access to sensitive, confidential and/or nonpublic personal information, adversely affect our business or reputation and expose us to significant liabilities. ● Financial services companies depend on the accuracy and completeness of information about customers and counterparties and inaccuracies in such information, including as a result of fraud, could adversely impact our business, financial condition and results of operations. ● We are dependent on key personnel and the loss of one or more of those key personnel could impair our relationship with our customers and adversely affect our business. ● Deposit insurance premiums levied against us could increase. ● Liquidity risk could impair our ability to fund operations and jeopardize our financial condition, results of operations and cash flows. ● Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and its financial condition and results of operations. ● Future growth or operating results may require us to raise additional capital, but that capital may not be available, be available on unfavorable terms or may be dilutive. ● We may issue a new series of preferred stock or debt securities, which would be senior to our common stock and may cause the market price of our common stock to decline. ● We currently intend to pay dividends on our common stock; however, our future ability to pay dividends is subject to restrictions. ● We are heavily regulated by federal and state agencies; changes in laws and regulations or failures to comply with such laws and regulations may adversely affect our operations and our financial results. ● As a regulated entity, Primis and the Bank must maintain certain required levels of regulatory capital that may limit our operations and potential growth. ● We are subject to commercial real estate lending guidance issued by the federal banking regulators that impacts our operations and capital requirements. ● Changes in accounting standards or assumptions in applying accounting policies could adversely affect us. ● Failure to maintain an effective system of disclosure controls and procedures could have a material adverse effect on our business, results of operations and financial condition and could impact the price of our common stock. ​ ​ 24 Table of Contents Credit Risks We are subject to risks related to our concentration of commercial real estate and construction and land development loans.
Additionally, we may face pressure to not do business in certain industries that are viewed as harmful to the environment or are otherwise negatively perceived, which could impact our growth.
Additionally, we may face pressure not to do business in certain industries that are viewed as harmful to the environment or are otherwise negatively perceived, which could impact our growth.
If any parties with whom we conduct business are unable to access deposits with another financial institution, funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ credit quality, ability to pay their obligations to us, or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.
If any parties with whom we conduct business are unable to access deposits with another financial institution, funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ credit quality, ability to pay their obligations to us, or to enter into new commercial arrangements requiring additional payments could be adversely affected.
These outcomes could negatively impact our ability to operate or further expand our operations through acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on our financial condition and results of operations.
These outcomes could negatively impact on our ability to operate or further expand our operations through acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on our financial condition and results of operations.
In addition, in order to raise additional capital, we may need to issue shares of our common stock that would dilute the book value of our common stock and reduce our current shareholders’ percentage ownership interest to the extent they do not participate in future offerings.
In addition, in order to raise additional capital, we may need to issue shares of our common stock that would dilute the book value of our common stock and reduce our current shareholders’ percentage of ownership interest to the extent they do not participate in future offerings.
Uncertainty remains over liquidity concerns in the broader financial services industry. Additionally, confidence in the safety and soundness of regional banks specifically or the banking system generally could impact where customers choose to maintain deposits, which could materially adversely impact our liquidity, loan funding capacity, ability to raise funds, and results of operations.
Uncertainty remains over liquidity concerns in the broader financial services industry. Additionally, confidence in the safety and soundness of regional banks specifically or the banking system could impact where customers choose to maintain deposits, which could materially adversely impact our liquidity, loan funding capacity, ability to raise funds, and results of operations.
As primarily a commercial bank, the Bank has an elevated degree of uninsured deposits compared to larger national banks or smaller community banks with a stronger focus on retail deposits, and also maintains a robust CRE portfolio. As a result, the Bank could face increased scrutiny or be viewed as higher risk by regulators and the investor community.
As a commercial bank, the Bank has an elevated degree of uninsured deposits compared to larger national banks or smaller community banks with a stronger focus on retail deposits and also maintains a robust CRE portfolio. As a result, the Bank could face increased scrutiny or be viewed as higher risk by regulators and the investor community.
If one or more of our larger borrowers were to default on their construction and land development loans, and we did not have alternative sources of repayment through personal guarantees or other sources, or if any of the aforementioned risks were to occur, we could incur significant losses.
However, if one or more of our larger borrowers were to default on their construction and land development loans and we did not have alternative sources of repayment through personal guarantees or other sources, or if any of the aforementioned risks were to occur, we could incur significant losses.
These cybersecurity risks, and all those described above, include the potential for increased risk of (i) phishing, malware, and other cybersecurity attacks, (ii) vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations,(iii) unauthorized dissemination, misuse or destruction of sensitive or confidential information, (iv) our ability to restore the systems in the event of a systems failure or interruption, and (v) impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations and the operations of any impacted customers.
These cybersecurity risks, and all those described above, include the potential for increased risk of (i) phishing, malware, and other cybersecurity attacks, (ii) vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations, (iii) unauthorized dissemination, access, misuse or destruction of sensitive or confidential information, (iv) our inability to restore the systems in the event of a systems failure or interruption, and (v) impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations and the operations of any impacted customers.
If loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, then we may not be able to realize the full value of the collateral that we anticipated at the time of originating the loan, which could require us to increase our provision for credit losses and adversely affect our financial condition and results of operations.
If loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, then we may not be able to realize the full value of the collateral that we anticipated at the time of loan origination, which could require us to increase our provision for credit losses and adversely affect our financial condition and results of operations.
We have issued $27.0 million in aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due January 31, 2027 and $60.0 million of fixed-to-floating rate Subordinated Notes due 2030.
We have issued $27 million in aggregate principal amount of 5.875% Fixed-to-Floating Rate Subordinated Notes due January 31, 2027 and $60 million of fixed-to-floating rate Subordinated Notes due 2030.
Our lending customers may also experience fraud in their businesses which could adversely affect their ability to repay their loans or make use of services.
Our customers may also experience fraud in their businesses, which could adversely affect their ability to repay their loans or make use of our services.
Financial or operational difficulties of a third- 32 Table of Contents party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.
Financial or operational difficulties of a third- 33 Table of Contents party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.
Under FRB rules, if the Bank ceases to be a well-capitalized institution for bank regulatory purposes, the interest rates that it pays on deposits and its ability to accept, renew or rollover brokered deposits may be restricted. As of December 31, 2024, we did not have any brokered certificates of deposits.
Under FRB rules, if the Bank ceases to be a well-capitalized institution for bank regulatory purposes, the interest rates that it pays on deposits and its ability to accept, renew or rollover brokered deposits may be restricted. As of December 31, 2025, we did not have any brokered certificates of deposits.
Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on our business, financial condition and results of operations. Furthermore, any new line of business, new product or service and/or new technology could have a significant impact on the effectiveness of our system of internal controls.
Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on our business, financial condition and results of operations. Furthermore, any new line of business, new products or service and/or new technology could have a significant impact on the effectiveness of our system of internal controls.
Unlike larger banks that are more geographically diversified, we provide banking and financial services to clients primarily in these market areas. As of December 31, 2024, a significant portion of our commercial real estate, real estate construction and residential real estate loans were made to borrowers in our market area.
Unlike larger banks that are more geographically diversified, we provide banking and financial services to clients primarily in these market areas. As of December 31, 2025, a significant portion of our commercial real estate, real estate construction and residential real estate loans were made to borrowers in our market area.
Our practice, in the majority of instances, is to secure the personal guaranty of individuals in support of our real estate construction and land development loans which provides us with an additional source of repayment. As of December 31, 2024, we did not have any nonperforming construction and land development loans.
Our practice, in the majority of instances, is to secure the personal guaranty of individuals in support of our real estate construction and land development loans which provides us with an additional source of repayment. As of December 31, 2025, we did not have any nonperforming construction and land development loans.
The occurrence of any cyber-attack could result in material adverse consequences to us including damage to our reputation, financial loss, increased operation expenses, remediation costs, and the loss of customers. We also could face litigation or additional regulatory scrutiny.
The occurrence of any successful cyber-attack could result in material adverse consequences including damage to our reputation, financial loss, increased operation expenses, remediation costs, and loss of customers. We also could face litigation or additional regulatory scrutiny.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations.
Our accounting policies and methods are fundamental to how we record and report on our financial condition and results of operations.
Litigation or regulatory actions in turn could lead to significant liability or other sanctions, including fines and penalties (which may not be covered by our insurance policies) or reimbursement of customers adversely affected by a security incident.
Litigation or regulatory actions could lead to significant liability or other sanctions, including fines and penalties (which may not be covered by our insurance policies) or reimbursement of customers adversely affected by a security incident.
Real estate construction and land development loans may involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan and also present risks of default in the event of declines in property values or volatility in the real estate market during the 23 Table of Contents construction phase.
Real estate construction and land development loans may involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan and also present risks of default in the event of declines in property values or volatility in the real estate market during the construction phase.
In addition, federal regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further charge-offs, based on judgments different than those of our management.
In addition, federal regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further charge-offs, based on judgments different from those of our management.
We do not record interest income on nonaccrual loans or OREO, thereby adversely affecting our net interest income, and increasing loan administration costs. When we take collateral in foreclosures and similar proceedings, we are required to mark the related loan to the then fair value of the collateral, which may ultimately result in a loss.
We do not record interest income on nonaccrual loans or OREO, thereby adversely affecting our net interest income, and increasing loan 26 Table of Contents administration costs. When we take collateral in foreclosures and similar proceedings, we are required to mark the related loan to the then fair value of the collateral, which may ultimately result in a loss.
We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as DEI, environmental stewardship, including with respect to climate change, human capital management, support for our local communities, corporate governance, and transparency, or fail to consider ESG factors in our business operations.
We risk damage to our brand and reputation if we fail to act responsibly in 30 Table of Contents a number of areas, such as DEI, environmental stewardship, including with respect to climate change, human capital management, support for our local communities, corporate governance, and transparency, or fail to consider ESG factors in our business operations.
Our clients may also be adversely impacted by changes in regulatory, trade (including tariffs), and tax policies and laws, all of which could reduce demand for loans and adversely impact our borrowers' ability to repay our loans. There can be no assurance that further deterioration in markets and confidence in economic conditions will not occur.
Our clients may also be adversely impacted by changes in regulatory and tax policies and laws, all of which could reduce demand for loans and adversely impact our borrowers' ability to repay our loans. There can be no assurance that further deterioration in markets and confidence in economic conditions will not occur.
If, as a result of complying with these rules, we are unable to attract and retain qualified employees, or do so at rates necessary to maintain our competitive position, or if the compensation costs required to attract and retain employees become more significant, our performance, including our competitive position, could be materially adversely affected.
If, as a result of complying with these rules, we are unable to attract and retain qualified employees or do so at rates necessary to maintain our competitive position, or if the compensation costs required 35 Table of Contents to attract and retain employees become more significant, our performance, including our competitive position, could be materially adversely affected.
Further, the disruption following these types of events have and could in the future generate significant market trading volatility among publicly traded bank holdings companies and, in particular, regional banks like us.
Further, the disruption following these types of events has and could in the future generate significant market trading volatility among publicly traded bank holdings companies and, in particular, regional banks like us.
Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by growing companies such as the continuing need for infrastructure and personnel, the time and costs inherent in integrating a series of different operations and the ongoing expense of acquiring and staffing new banks or branches.
Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by growing companies such as the continuing need for infrastructure and personnel, the time and costs inherent in integrating a series of different operations and the ongoing expense of acquiring and staffing new lines of business or branches.
These factors could include, among others, events such as liquidity constraints or failures, the ability to perform our obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.
These factors could include, among others, events such as liquidity constraints or failures, the ability to perform our obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, 36 Table of Contents or concerns or negative expectations about the prospects for companies in the financial services industry.
In certain cases, where we have originated loans and sold them to investors, we may be required to repurchase loans or provide a financial settlement to investors if it is proven that the borrower failed to provide full and accurate information on, or related to, their loan application, if appraisals for such properties have not been acceptable or if the loan was not underwritten in accordance with the loan program specified by the loan investor.
In certain cases, where we have originated loans and sold them to investors, we may be required to repurchase loans or provide a financial settlement to investors if it is proven that the borrower failed to provide full and accurate information on, or related to, their loan application, if appraisals for such properties have not been acceptable or if the loan was not underwritten in 27 Table of Contents accordance with the loan program specified by the loan investor.
Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.
Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition. ​ Item 1B.
Economic and market conditions have been unstable, and although our nonperforming assets as a percentage of total loans and OREO remains manageable, we may incur losses if there is an increase in nonperforming assets in the future. Our nonperforming assets adversely affect our net income in various ways.
Economic and market conditions have been unstable recently, and although we believe that our nonperforming assets as a percentage of total loans and OREO remains manageable, we may incur losses if there is an increase in nonperforming assets in the future. Our nonperforming assets adversely affect our net income in various ways.
The policy provides 36 Table of Contents that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiaries. Our principal source of funds to pay dividends on our common stock is cash dividends that we receive from the Bank.
The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiaries. Our principal source of funds to pay dividends on our common stock is cash dividends that we receive from the Bank.
Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact our profits. ​ The Bank originates residential mortgage loans through Primis Mortgage Company which lends to borrowers nationwide.
Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact our profits. ​ The Bank originates residential mortgage loans through PMC, which lends to borrowers nationwide.
This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, 31 Table of Contents eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made.
This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made.
Included in this portfolio is $38.9 million of loans sourced based on our credit underwriting criteria and managed by a third party. Consumer loan repayment is primarily driven by the borrower’s personal income which is impacted by various factors that are outside of the control of the borrower including macroeconomic conditions such as inflation and interest rates.
Included in this portfolio is $90 million of loans sourced based on our credit underwriting criteria and managed by a third party. Consumer loan repayment is primarily driven by the borrower’s personal income, which is impacted by various factors that are outside of the control of the borrower, including macroeconomic conditions such as inflation and fluctuating interest rates.
Further, it could cause our investors to lose confidence in the financial information we report, which could affect the trading price of our common stock. 38 Table of Contents Management regularly reviews and updates our disclosure controls and procedures, including our internal control over financial reporting.
Further, it could cause our investors to lose confidence in the financial information we report, which could affect the trading price of our common stock. Management regularly reviews and updates our disclosure controls and procedures, including our internal control over financial reporting.
Based on our commercial real estate concentration as of December 31, 2024, we believe that we are operating within the guidelines. However, increases in our commercial real estate lending could subject us to additional supervisory analysis. We cannot guarantee that any risk management practices we implement will be effective to prevent losses relating to our commercial real estate portfolio.
Based on our commercial real estate concentration as of December 31, 2025, we believe that we are operating within the guidelines. However, increases in our commercial real estate lending could subject us to additional supervisory analysis. We cannot guarantee that any risk management practices we implement will be effective in preventing losses relating to our commercial real estate portfolio.
E-fraud occurs when cybercriminals compromise our systems and networks, or those of our service providers and vendors, and extract funds directly from customer or our accounts. The attempts to compromise sensitive customer data, such as account numbers and Social Security numbers, present potentially significant reputational, legal and/or regulatory costs to us.
E-fraud occurs when cybercriminals compromise our systems and networks, or those of our service providers and vendors, and extract funds directly from customers or our accounts. The attempts to compromise sensitive, non-public personal customer data, such as account numbers and Social Security numbers, present potentially significant reputational, legal and/or regulatory costs to us.
Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.
Further, we may rely on AI models 32 Table of Contents developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility.
Unresolved Staff Comments Primis Financial Corp. does not have any unresolved staff comments from the SEC to report for the year ended December 31, 2024.
Unresolved Staff Comments Primis Financial Corp. does not have any unresolved staff comments from the SEC to report for the year ended December 31, 2025.
If in future periods we determine that a significant impairment has occurred, we would be required to charge against earnings the credit-related portion of the impairment, which could have a material adverse effect on our financial condition and results of operations in the periods in which the impairments occur.
If in future periods we determine that a significant impairment has occurred, we would be required to charge against earnings the credit-related portion of the impairment, which could have a material adverse effect on our financial condition and results of operations in the periods in which the impairments occur. Our stock price can be volatile.
Finally, an increase in the level of nonperforming assets increases our regulatory risk profile. There can be no assurance that we will not experience future increases in nonperforming assets. If our allowance for credit losses is not adequate to cover actual loan losses, our earnings will decrease.
Finally, an increase in the level of nonperforming assets increases our regulatory risk profile. There can be no assurance that we will not experience future increases in nonperforming assets, which could negatively impact our earnings. If our allowance for credit losses is not adequate to cover actual loan losses, our earnings will decrease.
These evolving laws and regulations could require changes in the Company’s implementation of AI technology and increase the Company’s compliance costs and the risk of non-compliance.
These evolving laws and regulations could require changes in our implementation of AI technology and increase our compliance costs and the risk of non-compliance.
The exercise of this regulatory discretion and power may have a negative impact on us. See the discussion above at Supervision and Regulation for an additional discussion of the extensive regulation and supervision the Company and the Bank are subject to.
The exercise of this regulatory discretion and power may have a negative impact on us. See the discussion above at Supervision and Regulation for an additional discussion of the extensive regulation and supervision we are subject to.
Any of these risks could expose the Company to liability or adverse legal or regulatory consequences and harm the Company’s reputation and the public perception of its business or the effectiveness of its security measures. We may not be able to successfully integrate our acquisitions or to realize the anticipated benefits of them.
Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures. We may not be able to successfully integrate our acquisitions or to realize the anticipated benefits of them.
Real estate lending (including commercial, construction, land development, and residential loans) is a large portion of our loan portfolio, constituting $2.0 billion, or approximately 69.3% of our total loan portfolio, as of December 31, 2024. Although residential and commercial real estate values are currently strong in our market area, such values may not remain elevated.
Real estate lending (including commercial, construction, land development, and residential loans) is a large portion of our loan portfolio, constituting $2.0 billion, or approximately 61% of our total loan portfolio, as of December 31, 2025. Although residential and commercial real estate values are currently strong in our market area, such values may not remain elevated.
A portion of our consumer loan portfolio is originated and serviced by a third-party and includes a credit enhancement from that third-party which may not be realizable and the inability to utilize it could be detrimental to our financial condition and results of operations.
A portion of our consumer loan portfolio is originated and serviced by a third-party and includes a credit enhancement, which may not be realizable; the inability to utilize such credit enhancement could be detrimental to our financial condition and results of operations.
While our management team continually monitors market conditions and economic factors, throughout our footprint, we are unable to predict the duration or severity of such 27 Table of Contents conditions or factors.
While our management team continually monitors market conditions and economic factors, throughout our footprint, we are unable to predict the duration or severity of such conditions or factors.
These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer. ​ 29 Table of Contents ESG and DEI risks could adversely affect our reputation and shareholder, employee, client, and third party relationships and may negatively affect our stock price.
These inflationary pressures could result in missed earnings and budgetary projections causing our stock price to suffer. ​ ESG and DEI risks could adversely affect our reputation and shareholder, employee, client, and third party relationships and may negatively affect our stock price.
The U.S. government's decisions regarding its debt ceiling and the possibility that the U.S. could default on its debt obligations may cause further interest rate adjustments, disrupt access to capital markets, and deepen recessionary conditions.
The U.S. government's decisions regarding appointments at the Federal Reserve, its debt ceiling and the possibility that the U.S. could default on its debt obligations may cause further interest rate adjustments, disrupt access to capital markets, and deepen recessionary conditions.
Further issuances of our common stock could be dilutive to holders of our common stock. We currently intend to pay dividends on our common stock; however, our future ability to pay dividends is subject to restrictions. We declared the first cash dividend on our common stock in February 2012, and each quarter thereafter through 2024.
Further issuances of our common stock could be dilutive to holders of our common stock. 37 Table of Contents We currently intend to pay dividends on our common stock; however, our future ability to pay dividends is subject to restrictions. We declared the first cash dividend on our common stock in February 2012, and each quarter thereafter through 2025.
We seek to engage in due diligence and monitoring to limit the risk that such an attack relates to products or services provided by others, including third party service providers and vendors..
We engage in due diligence and monitoring of third parties, including service providers and vendors, to limit the risk that such an attack relates to products or services provided by others.
This includes $588.8 million in residential 1-4 family loans and $63.0 million in home equity lines of credit. If housing prices in our market areas do not remain strong or deteriorate, we may experience an increase in nonperforming loans, provision for credit losses and charge-offs.
This includes $577 million in residential 1-4 family loans and $62 million in home equity lines of credit. If housing prices in our market areas do not remain strong or deteriorate, we may experience an increase in nonperforming loans, provision for credit losses and charge-offs.
We are operating in an uncertain economic environment. The global credit and financial markets have experienced extreme volatility and disruptions over the past few years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, high rates of inflation, and uncertainty about economic stability and a potential recession.
The global credit and financial markets have experienced extreme volatility and disruptions over the past few years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, high rates of inflation, and uncertainty about economic stability and a potential recession.
Our risk and exposure to these matters remains heightened because of the evolving nature and complexity of these threats from cybercriminals, our plans to continue to provide internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our customers.
Our risk and exposure to these matters remain heightened because of the evolving nature and complexity of these threats from cybercriminals, our plans to continue to provide internet banking and mobile banking channels to initiate financial transactions, and our plans to develop additional remote connectivity solutions to serve our customers.
If conditions change and macroeconomic conditions and the economy worsen borrowers may stop paying their loans and it could require us to increase our provision for credit losses and adversely affect our financial condition and results of operations.
If macroeconomic conditions and the economy worsen, borrowers may stop paying their loans, which could in turn require us to increase our provision for credit losses and adversely affect our financial condition and results of operations.
Methods used to attack information systems change frequently (with generally increasing sophistication), often are not recognized until launched against a target, may be supported by foreign governments, criminal organizations, or other well-financed entities, and may originate from less regulated and remote areas around the world.
Methods used to attack information systems change frequently (with generally increasing sophistication), often are not recognized until launched against a target, may be supported by foreign governments, criminal organizations, or other financially motivated threat actors, and may originate from less regulated and remote areas around the world.
In addition, the Dodd-Frank Act required those agencies, along with the SEC, to adopt rules to require reporting of incentive compensation and to prohibit certain compensation arrangements.
In addition, the Dodd-Frank Act required these federal banking agencies, along with the SEC, to adopt rules to require reporting of incentive compensation and to prohibit certain compensation arrangements.
As of December 31, 2024, we had $1.09 billion of commercial real estate loans outstanding, or 37.6% of our loan portfolio, including multi-family residential loans and loans secured by farmland.
As of December 31, 2025, we had $1.2 billion of commercial real estate loans outstanding, or 37% of our loan portfolio, including multi-family residential loans and loans secured by farmland.
We may compete with other financial services companies for acquisition opportunities, and many of these competitors have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay. ​ 30 Table of Contents We must respond to rapid technological changes and these changes may be more difficult or expensive than anticipated.
We may compete with other financial services companies for acquisition opportunities, that may have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay. ​ We must respond to rapid technological changes and these changes may be more difficult or expensive than anticipated.
As of December 31, 2024, the amount of deferred interest on these loans was $7.0 million. Through an agreement with the third-party servicer, we are entitled to payment of all accrued interest that is waived on loans that repay all principal within the promotional period.
As of December 31, 2025, the amount of deferred interest on these loans was $390 thousand. Through an agreement with the third-party servicer, we are entitled to payment of all accrued interest that is waived on loans that repay all principal within the promotional period.
The market value of investment securities may be affected by factors other than the underlying performance of the issuer or composition of the bonds themselves, such as ratings downgrades, adverse changes in the business climate and a lack of liquidity for resales of certain investment securities. At each reporting period, we evaluate investment securities and other assets for impairment indicators.
The market value of investment securities may be affected by factors other than the underlying performance of the issuer or composition of the bonds themselves, such as ratings downgrades, adverse changes in the business climate and a lack of liquidity for resales of certain investment securities.
The Company or its third-party (or fourth party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI presents a number of risks and challenges to the Company’s business.
We or our third-party (or fourth party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI present a number of risks and challenges to our business.
As of December 31, 2024, we had $101.2 million of construction and land development loans, or 3.5% of our loan portfolio. Construction and land development loans are subject to risks during the construction phase that are not present in standard residential real estate and commercial real estate loans.
As of December 31, 2025, we had $132 million of construction and land development loans outstanding, or 4% of our loan portfolio. Construction and land development loans are subject to risks during the construction phase that are not present in standard residential real estate and commercial real estate loans.
If our assumptions prove to be incorrect or if we experience significant loan losses, our current allowance may not be sufficient to cover actual loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio.
If our assumptions prove to be incorrect or if we experience significant loan losses, our current allowance may not be sufficient to cover actual loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. A material addition to the allowance for credit losses could cause our earnings to decrease.
We have a meaningful amount of consumer loans that are unsecured and if the borrower defaults on the loan we have no recourse to collateral in which to recover any potential losses. Our unsecured consumer loan portfolio balance is $155.3 million, or approximately 5.3% of our total held for investment loan portfolio, as of December 31, 2024.
We have a meaningful amount of consumer loans that are unsecured and if the borrower defaults on the loan, we have no collateral to recover potential losses. Our unsecured consumer loan portfolio balance is $183 million, or approximately 6% of our total held for investment loan portfolio, as of December 31, 2025.
We receive a credit enhancement from the third-party managing $152.1 million of consumer loans that are recorded on our balance sheet in both held for investment and held for sale as of December 31, 2024. The credit enhancement is primarily provided through cash flows derived from loan originations.
We receive credit enhancement from a third-party managing $90 million of consumer loans that are recorded on our balance sheet in held for investment as of December 31, 2025. The credit enhancement is primarily provided through cash flows derived from loan originations. We elected on December 31, 2024 to discontinue originations of these loans, effective January 31, 2025.
Our compensation practices are subject to review and oversight by the Federal Reserve, the FDIC and other regulators. The federal banking agencies have issued joint guidance on executive compensation designed to help ensure that a banking organization’s incentive compensation policies do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization.
The federal banking agencies have issued and oversee compliance with joint guidance on executive compensation designed to help ensure that a banking organization’s incentive compensation policies do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization.
Commercial real estate lending typically involves higher loan principal amounts and the repayment is dependent, in large part, on sufficient income from the properties securing the loan to cover operating expenses and debt service.
Commercial real estate lending typically involves higher loan principal amounts, and the repayment is dependent, in large part, on sufficient income from the properties securing the loan to cover operating expenses and debt service. As of December 31, 2025, we had $42 million in nonperforming commercial real estate loans.
If such reserves were insufficient to cover claims from investors, such repurchases or settlements would adversely affect our financial condition and results of operations. 26 Table of Contents Market Risks Our profitability depends significantly on local economic conditions in the areas where our operations and loans are concentrated, and our geographic concentration makes us vulnerable to local weather catastrophes, public health issues, and other external events, which could adversely affect our results of operations and financial condition.
Market Risks Our profitability depends significantly on local economic conditions in the areas where our operations and loans are concentrated, and our geographic concentration makes us vulnerable to local weather catastrophes, public health issues, and other external events, which could adversely affect our results of operations and financial condition.
As of December 31, 2024, 43.2% of our loan portfolio was comprised of loans secured by commercial real estate, including multi-family residential loans and loans secured by farmland. As of December 31, 2024, $651.8 million, or approximately 22.6% of our total loans, were secured by single-family residential real estate.
As of December 31, 2025, 37% of our loan portfolio was comprised of loans secured by commercial real estate, including multi-family residential loans and loans secured by farmland. As of December 31, 2025, $639 million, or approximately 19% of our total loans, were secured by single-family residential real estate.
We may be required to record impairment charges in our income statements through an allowance for credit losses if our investment securities suffer a decline in value below their amortized cost.
At 29 Table of Contents each reporting period, we evaluate investment securities and other assets for impairment indicators. We may be required to record impairment charges in our income statements through an allowance for credit losses if our investment securities suffer a decline in value below their amortized cost.
Our carrying value of goodwill and net amortizable intangibles were approximately $93.5 million and $0.7 million, respectively, as of December 31, 2024. We rely on third-party vendors to provide key components of our business infrastructure.
Our carrying value of goodwill and net amortizable intangibles were approximately $93 million and $36 thousand, respectively, as of December 31, 2025. We rely on third-party vendors to provide key components of our business infrastructure, which could expose us to operational and financial risks.
We may rely on deposits obtained through intermediaries, FHLB advances, and other wholesale funding sources to obtain the funds necessary to implement our growth strategy.
We anticipate that our retail and commercial deposits will be sufficient to meet our funding needs in the foreseeable future. We may rely on deposits obtained through intermediaries, FHLB advances, and other wholesale funding sources to obtain the funds necessary to implement our growth strategy.
A material addition to 25 Table of Contents the allowance for credit losses could cause our earnings to decrease. Due to the relatively unseasoned nature of portions of our loan portfolio, we may experience an increase in delinquencies and losses as these loans continue to mature.
Due to the relatively unseasoned nature of portions of our loan portfolio, we may experience an increase in delinquencies and losses as these loans continue to mature.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet commitments as calculated under these regulations.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet commitments as calculated under these regulations. 38 Table of Contents As of December 31, 2025, Primis and the Bank exceeded the amounts required to be well capitalized with respect to all four required capital ratios.
If a high percentage of these loans repay at the end of their promotional period a large amount of interest reimbursement will be due in a short period of time from the third-party servicer and if they cannot perform then we may 24 Table of Contents not be able to realize any income on a significant amount of loans in our portfolio, which may adversely impact the realization of the fair value of the derivative asset recognized.
If a high percentage of these loans repay at or before the end of their promotional period, a large amount of interest reimbursement will be due from the third-party servicer. If the third-party servicer cannot reimburse us, we may not be able to realize any income on these loans in our portfolio.
Replacing these third-party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations. We face significant cyber and data security risk that could result in the disclosure of sensitive, confidential and/or nonpublic personal information, adversely affect our business or reputation and expose us to significant liabilities.
We face significant cyber and data security risk that could result in the disclosure of or access to sensitive, confidential and/or nonpublic personal information, adversely affect our business or reputation and expose us to significant liabilities.
In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. 33 Table of Contents Our business is susceptible to fraud. ​ Our business exposes us to fraud risk from loan and deposit customers, the parties we do business with, as well as from employees, contractors and vendors.
In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo protect our information systems, network, and information assets from cybersecurity threats, we use various security tools, products, and processes that help identify, prevent, investigate, and remediate cybersecurity threats and security incidents. ​ The Bank’s Network Team monitors threat intelligence sources to research evolving threats, investigates the potential impact to financial services companies, examines company controls to detect and defend against those threats, and proactively adjusts company defenses against those threats.
Biggest changeThe Company’s IT team monitors its networks and systems to detect potential suspicious or malicious events, monitors threat intelligence sources to research evolving threats, investigates the potential impact to the Company, reviews controls to detect and defend against those threats, and proactively adjusts controls against those threats.
While the Bank has encountered, and will continue to encounter, cyber incidents in the normal course of business, to date, the Bank has not experienced a cybersecurity incident that has materially impacted our business strategy, financial condition, or results of operation.
While the Company has encountered, and will continue to encounter, cyber incidents in the normal course of business, to date, the Company has not experienced a cybersecurity incident that has, or is reasonably likely to have, materially impacted its business strategy, financial condition, or results of operation.
Despite our ongoing efforts to continually strengthen our cybersecurity program, there can be no assurance that our cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in safeguarding our systems and information.
Despite ongoing efforts to continually strengthen the Cyber and Information Security program, there is no absolute assurance that the program will be fully implemented, complied with, or effective in safeguarding the Company’s networks, systems, and information. See “Item 1A. Risk Factors – Operational Risks” in this 10-K for additional information. ​
A third-party managed security service provider supplements our efforts to provide 24 hours a day, seven days a week coverage. ​ We maintain policies and procedures for the safe storage, handling, and secure disposal of customer and employee information.
A third-party managed security service provider supplements the IT team’s efforts to provide 24 hours a day, seven days a week network monitoring coverage. The Company also performs periodic vulnerability scans and penetration testing.
Led by our CIO, the Network Team examines risks to the Bank’s information systems and assets, designs and implements security solutions, monitors the environment, and provides responses to threats. Our CIO has worked in the financial services industry for over 20 years and held similar roles at other financial institutions including four years as a Chief Information Officer.
After contract execution, the Company’s third-party service providers are monitored utilizing a risk-based evaluation process. Our acting CIO has worked in the financial services industry for over 20 years and held similar roles at other financial institutions including five years as a Chief Technology Officer & Chief Innovation Officer at another bank.
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Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy ​ The Bank’s information security program is designed to protect sensitive, confidential, and non-public personal information from unauthorized access, use, disclosure, alteration, or destruction, and to maintain the confidentiality, integrity, and availability of our information assets, including employee and customer non-public personal information, financial data, and internal operational information.
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Item 1C. Cybersecurity The Company has developed and maintains a Cyber and Information Security program that aligns with applicable regulatory guidance and industry best practices, and is intended to ensure the confidentiality, integrity, and availability of the Company’s critical systems and information, including employee and customer non-public personal information, financial data, and non-public information about the Company.
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Our Chief Information Officer (“CIO”) manages our information security strategy and development as overseen by our overarching Enterprise Risk Management (“ERM”) program. ​ The Bank’s cybersecurity program, including our information security policies, is designed to align with regulatory guidance and industry practices.
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Cybersecurity risk is a key factor in assessing the Company’s overall operational and regulatory risk and is a component of the Company’s overall Enterprise Risk Management framework.
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The Network Team also actively monitors the Bank’s networks and systems to detect suspicious or malicious events, and contracts with third-party consultants to perform penetration testing and routine vulnerability scans.
Added
The Cyber and Information Security program is designed, in part, to identify risks to sensitive information, protect that information, detect threats and events, and maintain an appropriate response and recovery capability to help ensure resilience against information security incidents. The Company has designed the Cyber and Information Security program based in part on the NIST Cybersecurity Framework.
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Each employee is expected to be responsible for the security and confidentiality of customer information, and we communicate this responsibility to employees upon hiring and regularly throughout their employment. Annually, we provide employees with mandatory security awareness training. The curriculum includes the recognition and appropriate handling of potential phishing emails, which could place sensitive customer or employee information at risk.
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Use of the NIST Cybersecurity Framework does not imply that the Company meets any particular technical standards, specifications, or requirements, but rather the NIST Cybersecurity Framework is used as a guide to help identify, assess, and manage cybersecurity risks relevant to the Company’s business.
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We employ a number of technical controls to mitigate the risk of phishing emails targeting employees. ​ 39 Table of Contents As part of our information security program, we have adopted a Cyber Incident Response Plan (“Incident Response Plan”) which is administered by our CIO who closely coordinates with the Bank’s Information Technology team.
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The Cyber and Information Security program is led by the CIO and the designated Information Security Officer, who manages the day-to-day cybersecurity operations. Governance of the program is provided by the Information Technology Steering Committee and the Board of Directors’ Risk Committee. The CIO periodically attends Board Risk Committee meetings and provides quarterly cybersecurity updates to this Board committee.
Removed
The Incident Response Plan describes the Bank’s processes, procedures, and responsibilities for responding to cybersecurity incidents, and identifies those team members responsible for assessing potential security incidents, declaring an incident, and initiating a response.
Added
Our CIO helps facilitate the involvement of the Board Risk Committee in oversight of potentially material cybersecurity incidents and risks and supports the information security risk oversight responsibilities of the Board and the Board Risk Committee.
Removed
The Incident Response Plan outlines action steps for investigating, containing, and remediating a cybersecurity incident, and includes procedures for escalation and reporting of potentially significant cybersecurity incidents to the Bank’s Executive Management, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Risk Officer (“CRO”), and the Board of Directors.
Added
Other important components of the Company’s Cyber and Information Security program include maintaining a Cyber and Information Security Risk Assessment, and policies and procedures that define the program and establish standards for safe storage, handling, and secure disposal of customer and employee information.
Removed
We regularly test the Incident Response Plan, including through tabletop exercises, and document lessons learned. As necessary, the Company may retain a third-party firm to assist with forensic investigation and management of cybersecurity incidents . ​ The Bank conducts due diligence prior to engaging third-party service providers which have access to the Bank’s networks, systems, and/or customer or employee data.
Added
All employees receive cyber and information security training during employment orientation and at least annually thereafter. 40 Table of Contents The Company has adopted a Cyber Incident Response Plan which describes the Company’s procedures for responding to cybersecurity incidents and identifies response team members.
Removed
Risk assessments are performed using Service Organization Controls (SOC) reports, self-attestation questionnaires, and other tools. Third-party service providers are required to comply with the Bank’s policies regarding non-public personal information and information security. Third parties processing non-public personal information are contractually required to meet legal and regulatory obligations to protect customer data against security threats or unauthorized access.
Added
The Cyber Incident Response team is responsible for evaluating potential incidents, containing, responding to, and remediating cybersecurity incidents, and communicating significant cybersecurity incidents to Executive Management and the Board of Directors. The Company maintains sufficient business continuity planning processes to ensure recovery and resumption of its operations after a cyberattack.
Removed
After contract execution, Primis conducts ongoing monitor of third-party service providers/vendors on a risk-based approach. ​ We continue to optimize our business continuity and disaster recovery plans aligned to the pervasive nature of cybersecurity incidents and threats. We also increased our cyber insurance which aligned to strengthen our internal systems.
Added
The Company has deployed a formal vendor management program to create standards when evaluating third-party service providers that may have access to the Company’s networks, systems, and/or customer or employee data. Third-party service providers are required to comply with the Company’s policies regarding the safeguarding of non-public personal information.
Removed
We face risks from certain cybersecurity threats that, if realized, could reasonably be expected to materially affect our business strategy, financial condition, or results of operation. See “Item 1A.
Removed
Risk Factors – Operational Risks” in this 10-K for additional information. ​ Cybersecurity Governance ​ Our Board of Directors is responsible for overseeing the Bank’s business and affairs, including risks associated with cybersecurity threats. The ERM Committee (“ERMC”) of the Board has primary responsibility for overseeing the Bank’s comprehensive ERM program, including its cybersecurity program.
Removed
The ERM program assists the Executive Management in identifying, assessing, monitoring, and managing risk, including cybersecurity risk, in a rapidly changing environment. Cybersecurity matters and assessments are regularly included in both Audit Committee (“AC”) and ERMC meetings. ​ The Board’s oversight of cybersecurity risk is supported by our CIO.
Removed
The CIO attends ERMC meetings and provides cybersecurity updates to these Board committees on a quarterly basis. Our CRO, in conjunction with our CIO, facilitates the involvement of the ERMC in oversight of potentially significant cybersecurity incidents. ​ The Bank’s CIO directs the Bank’s information security program and our information technology risk management.
Removed
In this role, in addition to the responsibilities discussed above, the CIO manages the Bank’s information security and day-to-day cybersecurity operations and supports the information security risk oversight responsibilities of the Board and its committees. The CIO is also responsible for the Bank’s information technology governance, risk, and compliance program and ensures that high level risks receive appropriate attention.
Removed
Our CRO has over three decades of experience in risk management, and our Network Team collectively has over 19 years of experience in cybersecurity operations. ​ 40 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIncluding these main locations, we own 32 properties and leases 20 properties, all of which are used as branch locations or for housing operational units in Maryland and Virginia. As of December 31, 2024, Primis Bank had twenty-four full-service branches in Virginia and Maryland and also provided services to customers through certain online and mobile applications.
Biggest changeThe majority of our properties owned and leased are for operational units in Virginia, Maryland, Texas, Tennessee and North Carolina. As of December 31, 2025, Primis Bank had twenty-four full-service branches in Virginia and Maryland, and also provided services to customers through certain online and mobile applications.
Item 2. Properties Primis Financial Corp.’s principal office is located at 1676 International Drive, McLean, Virginia. We have an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia.
Item 2. Properties Primis Financial Corp.’s principal office is located at 1676 International Drive, McLean, Virginia. We have an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. Including these main locations, we own 4 properties and lease 47 properties.
Twenty-two full-service retail branches are in Virginia and two full-service retail branches are in Maryland. ​ We believe our facilities are in good operating condition, are suitable and adequate for our operational needs and are adequately insured.
For additional details, see Note 1 - Organization and Significant Accounting Policies, in Part II, Item 8. of this 10-K. ​ We believe our facilities are in good operating condition, are suitable and adequate for our operational needs and are adequately insured.
Added
Twenty-two full-service retail branches are in Virginia and two full-service retail branches are in Maryland. ​ During 2025, the Company executed a sale-leaseback transaction selling 18 of its retail branch properties that included land, land improvements and buildings and subsequently entering into a lease for the same properties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThere are no proceedings pending, or to management’s knowledge, threatened, that represent a significant risk against Primis or Primis Bank as of December 31, 2024. Item 4. Mine Safety Disclosures. Not applicable. PART II
Biggest changeThere are no proceedings pending, or to management’s knowledge, threatened, that represent a significant risk against the Company as of December 31, 2025. Item 4. Mine Safety Disclosures. Not applicable. 41 Table of Contents PART II
While the ultimate resolution of these matters cannot be determined at this time, the Bank’s management presently believes that such matters, individually and in the aggregate, will not have a material adverse effect on our financial condition or results of operations.
While the ultimate resolution of these matters cannot be determined at this time, the Company’s management presently believes that such matters, individually and in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph The following chart compares the cumulative total shareholder return on Primis common stock during the five years ended December 31, 2024, with the cumulative total return of the Russell 2000 Index and the NASDAQ Bank Index for the same period. Dividend reinvestment has been assumed.
Biggest changeThe Company’s ability to pay dividends to stockholders is largely dependent upon the dividends it receives from the Bank, and the Bank is subject to regulatory limitations on the amount of cash dividends it may pay. ​ 43 Table of Contents Performance Graph The following chart compares the cumulative total shareholder return on Primis common stock during the five years ended December 31, 2025, with the cumulative total return of the Russell 2000 Index and the NASDAQ Bank Index for the same period.
Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2024, Primis had outstanding stock options granted under the 2010 Stock Awards and Incentive Plan (the “2010 Plan”) and the 2017 Equity Compensation Plan (the “2017 Plan”), which were approved by its shareholders.
Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2025, Primis had outstanding stock options granted under the 2010 Stock Awards and Incentive Plan (the “2010 Plan”) and the 2017 Equity Compensation Plan (the “2017 Plan”), which were approved by its shareholders.
The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities.
The timing and actual number of shares repurchased depended on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities.
The Stock Repurchase Program began on December 19, 2024, near the end of the previously authorized repurchase plan, and will end on December 19, 2025. Repurchases under the Stock Repurchase Program may be made from time to time through open market purchases, privately negotiated transactions or such other manners as will comply with applicable laws and regulations.
The Stock Repurchase Program began on December 18, 2025, near the end of the previously authorized repurchase plan, and will end on December 18, 2026. Repurchases under the Stock Repurchase Program could be made from time to time through open market purchases, privately negotiated transactions or such other manners as will comply with applicable laws and regulations.
As of that date, the closing price of our common stock on the NASDAQ Global Market was $8.24. Recent Sales of Unregistered Securities None.
As of that date, the closing price of our common stock on the NASDAQ Global Market was $13.21. Recent Sales of Unregistered Securities None.
The following table provides information as of December 31, 2024 regarding Primis’ equity compensation plans under which our equity securities are authorized for issuance: ​ 41 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ ​ ​ ​ ​ ​ remaining available for ​ ​ ​ ​ ​ ​ ​ future issuance under ​ ​ Number of securities ​ Weighted average ​ equity compensation plans ​ ​ to be issued upon exercise ​ exercise price of ​ (excluding securities reflected ​ ​ of outstanding options ​ ​ outstanding options ​ in column A) Plan category A B C Equity compensation plans approved by security holders 35,800 ​ $ 11.73 380,916 Equity compensation plans not approved by security holders — ​ — — Total 35,800 ​ $ 11.73 380,916 ​ Issuer Purchases of Equity Securities On December 19, 2024, the Board of Directors of the Company authorized a stock repurchase program (the “Stock Repurchase Program”) under which the Company may repurchase up to 740,600 shares of its common stock.
The following table provides information as of December 31, 2025 regarding Primis’ equity compensation plans under which our equity securities are authorized for issuance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ ​ ​ ​ ​ ​ remaining available for ​ ​ ​ ​ ​ ​ ​ future issuance under ​ ​ Number of securities ​ Weighted average ​ equity compensation plans ​ ​ to be issued upon exercise ​ exercise price of ​ (excluding securities reflected ​ ​ of outstanding options ​ ​ outstanding options ​ in column A) Plan category ​ ​ ​ A ​ ​ ​ B ​ ​ ​ C Equity compensation plans approved by security holders 17,800 ​ $ 11.99 250,216 Equity compensation plans not approved by security holders — ​ — — Total 17,800 ​ $ 11.99 250,216 ​ Issuer Purchases of Equity Securities On December 18, 2025, the Board of Directors of the Company authorized a stock repurchase program (the “Stock Repurchase Program”) under which the Company may repurchase up to 750,000 shares of its common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Market Prices Primis’ common stock is traded on the Nasdaq Global Market under the symbol “FRST”. There were 24,722,734 shares of our common stock outstanding at the close of business on April 15, 2025, which were held by 1,099 shareholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Market Prices Primis’ common stock is traded on the NASDAQ under the symbol “FRST”. There were 24,699,185 shares of our common stock outstanding at the close of business on February 27, 2026, which were held by 1,056 shareholders of record.
There were no repurchases made during 2024 under the Stock Repurchase Program or previous stock repurchase programs. ​ Dividends We declared the first cash dividend on our common stock in February 2012, and each quarter thereafter through 2024. There are a number of restrictions on our ability to pay dividends.
Dividends We declared the first cash dividend on our common stock in February 2012, and each quarter thereafter through 2025. There are a number of restrictions on our ability to pay dividends.
This comparison assumes $100 invested on December 31, 42 Table of Contents 2019 in Primis common stock, the Russell 2000 Index and the NASDAQ Bank Index.
Dividend reinvestment has been assumed. This comparison assumes $100 invested on December 31, 2020 in Primis common stock, the Russell 2000 Index and the NASDAQ Bank Index.
The Stock Repurchase Program does not obligate the Company to purchase any particular number of shares and there is no guarantee as to the exact number of shares that will be repurchased by the Company. The Stock Repurchase Program may be suspended, modified or terminated by the Company at any time and for any reason, without prior notice.
The Stock Repurchase Program did not obligate the Company to purchase any particular number of shares and there was no guarantee as to the exact number of shares that could be repurchased by the Company.
The historical stock price performance for Primis common stock shown on the graph below is not necessarily indicative of future stock performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 2022 2023 2024 Primis Financial Corp. 100.00 ​ 76.87 ​ 98.12 ​ 79.61 ​ 88.81 ​ 84.65 Russell 2000 Index 100.00 ​ 119.96 ​ 137.74 ​ 109.59 ​ 128.14 ​ 142.93 NASDAQ Bank Index 100.00 ​ 89.37 ​ 124.84 ​ 101.92 ​ 95.12 ​ 111.03 ​ ​ ​ Item 6. [Reserved] ​ ​ 43 Table of Contents
The historical stock price performance for Primis common stock shown on the graph below is not necessarily indicative of future stock performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Primis Financial Corp. 100.00 ​ 127.63 ​ 103.56 ​ 115.52 ​ 110.11 ​ 136.41 Russell 2000 Index 100.00 ​ 114.82 ​ 91.35 ​ 106.82 ​ 119.14 ​ 134.40 NASDAQ Bank Index 100.00 ​ 142.91 ​ 119.65 ​ 115.54 ​ 139.30 ​ 149.15 ​ ​ ​ Item 6. [Reserved] ​ ​ 44 Table of Contents
Removed
The Company’s ability to pay dividends to stockholders is largely dependent upon the dividends it receives from the Bank, and the Bank is subject to regulatory limitations on the amount of cash dividends it may pay.
Added
The Stock Repurchase Program could be suspended, modified or terminated by the Company at any time and for any reason, without prior notice. ​ 42 Table of Contents The following table sets forth information regarding purchases of our common stock related to our share repurchase program made by us or on our behalf during the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ Approximate ​ ​ ​ ​ ​ ​ Total Number of ​ Dollar Value of ​ ​ ​ ​ ​ ​ Shares ​ Shares that May ​ ​ Total ​ ​ ​ Purchased as ​ Yet be ​ ​ Number of ​ Average ​ Part of Publicly ​ Purchased ​ ​ Shares ​ Price Paid ​ Announced Plan ​ Under the Plan Period ​ Purchased ​ Per Share ​ or Program ​ or Program (1) Oct 1-31, 2025 ​ — ​ $ — ​ — ​ $ 8,065,134 Nov 1-30, 2025 ​ — ​ — ​ — ​ 8,316,938 Dec 1-31, 2025 ​ — ​ — ​ — ​ 10,432,500 Total ​ — ​ $ — ​ — ​ ​ (1) In December 2025, our Board of Directors approved a new share repurchase program authorizing the purchase of up to 750,000 shares of our outstanding common stock beginning on December 18, 2025 and ending on December 18, 2026.
Added
This share repurchase authorization replaced our prior share repurchase program authorization that authorized up to 740,600 shares to be repurchased. The actual amount and timing of future share repurchase, if any, will depend on market and economic conditions, regulatory rules, applicable SEC rules, and various other factors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeExpected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Securities Available-for-Sale ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Amortized ​ ​ ​ ​ Average ​ Cost Fair Value Yield Obligations of states and political subdivisions ​ ​ ​ Due less than one year ​ $ 1,460 ​ $ 1,437 ​ 2.50 % Due after one year through five years ​ ​ 4,123 ​ ​ 3,831 2.79 % Due after five years through ten years ​ 16,867 ​ 14,747 2.23 % Due after ten years ​ 11,050 ​ 9,690 2.04 % ​ ​ 33,500 ​ 29,705 2.24 % Corporate securities ​ ​ ​ ​ Due after five years through ten years ​ ​ 14,000 ​ ​ 13,386 ​ 4.50 % Due after ten years ​ 2,000 ​ 1,694 4.50 % ​ ​ ​ 16,000 ​ ​ 15,080 ​ 4.50 % Government-sponsored agency securities ​ ​ ​ Due after one year through five years ​ 6,931 ​ 6,499 1.31 % Due after five years through ten years ​ ​ 4,893 ​ ​ 3,900 ​ 1.79 % Due after ten years ​ 4,491 ​ 3,437 2.09 % ​ ​ 16,315 ​ 13,836 1.67 % Residential government-sponsored mortgage-backed securities ​ ​ ​ Due within a year ​ 1,717 ​ 1,706 2.25 % Due after one year through five years ​ 3,106 ​ 3,077 4.66 % Due after five years through ten years ​ 18,984 ​ 16,719 2.01 % Due after ten years ​ 81,848 ​ 69,905 2.11 % ​ ​ 105,655 ​ 91,407 2.17 % Residential government-sponsored collateralized mortgage obligations ​ ​ ​ Due after one year through five years ​ ​ 997 ​ ​ 978 ​ 0.03 % Due after five years through ten years ​ 5,077 ​ 4,927 4.52 % Due after ten years ​ 51,834 ​ 50,485 4.49 % ​ ​ 57,908 ​ 56,390 4.47 % Agency commercial mortgage-backed securities ​ ​ ​ Due after one year through five years ​ 1,951 ​ 1,918 2.57 % Due after five years through ten years ​ 17,329 ​ 14,702 1.45 % Due after ten years ​ ​ 6,470 ​ ​ 5,558 ​ 1.47 % ​ ​ 25,750 ​ 22,178 1.54 % SBA pool securities ​ ​ ​ Due after one year through five years ​ ​ 617 ​ ​ 604 ​ 5.05 % Due after five years through ten years ​ 4,360 ​ 4,201 4.45 % Due after ten years ​ 2,527 ​ 2,502 6.88 % ​ ​ 7,504 ​ 7,307 5.33 % ​ ​ $ 262,632 ​ $ 235,903 2.82 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Securities Held-to-Maturity ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Amortized ​ ​ ​ ​ Average ​ Cost Fair Value Yield Obligations of states and political subdivisions ​ ​ ​ Due after one year through five years ​ $ 795 ​ $ 769 2.73 % Due after five years through ten years ​ 724 ​ 675 2.51 % ​ ​ 1,519 ​ 1,444 2.63 % Residential government-sponsored mortgage-backed securities ​ ​ ​ ​ Due after one year through five years ​ ​ 232 ​ ​ 227 ​ 2.19 % Due after five years through ten years ​ 3,098 ​ 2,858 2.46 % Due after ten years ​ 4,430 ​ 3,913 2.58 % ​ ​ 7,760 ​ 6,998 2.52 % Residential government-sponsored collateralized mortgage obligations ​ ​ ​ Due after ten years ​ 169 ​ 160 2.58 % ​ ​ 169 ​ 160 2.58 % ​ ​ $ 9,448 ​ $ 8,602 2.54 % ​ For additional information regarding investment securities refer to “Item 8.
Biggest changeExpected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties ($ in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Securities Available-for-Sale ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Amortized ​ ​ ​ ​ Average ​ ​ ​ ​ Cost ​ ​ ​ Fair Value ​ ​ ​ Yield Obligations of states and political subdivisions ​ ​ ​ ​ ​ ​ Due less than one year ​ $ 795 ​ $ 791 ​ 2.16 % Due after one year through five years ​ ​ 1,355 ​ ​ 1,358 5.15 % Due after five years through ten years ​ 2,965 ​ 2,562 2.38 % Due after ten years ​ 1,205 ​ 1,067 3.60 % ​ ​ 6,320 ​ 5,778 3.16 % Corporate securities ​ ​ ​ ​ ​ ​ Due after one year through five years ​ ​ 5,000 ​ ​ 4,786 ​ 8.05 % Due after five years through ten years ​ ​ 2,000 ​ ​ 1,793 ​ 4.50 % ​ ​ ​ 7,000 ​ ​ 6,579 ​ 7.03 % Residential government-sponsored mortgage-backed securities ​ ​ ​ ​ ​ ​ Due after one year through five years ​ 2,975 ​ 3,002 4.55 % Due after five years through ten years ​ 7,083 ​ 6,597 2.93 % Due after ten years ​ 62,120 ​ 62,207 4.47 % ​ ​ 72,178 ​ 71,806 4.33 % Residential government-sponsored collateralized mortgage obligations ​ ​ ​ ​ ​ ​ Due after five years through ten years ​ 11,999 ​ 12,268 5.31 % Due after ten years ​ 51,217 ​ 51,539 4.96 % ​ ​ 63,216 ​ 63,807 5.03 % Agency commercial mortgage-backed securities ​ ​ ​ ​ ​ ​ Due less than one year ​ ​ 619 ​ ​ 618 ​ 1.53 % Due after one year through five years ​ 1,637 ​ 1,434 0.97 % Due after five years through ten years ​ 10,584 ​ 9,341 1.53 % Due after ten years ​ ​ 6,173 ​ ​ 5,572 ​ 1.47 % ​ ​ 19,013 ​ 16,965 1.46 % SBA pool securities ​ ​ ​ ​ ​ ​ Due after one year through five years ​ ​ 517 ​ ​ 512 ​ 4.87 % Due after five years through ten years ​ 4,090 ​ 4,048 4.24 % Due after ten years ​ 1,892 ​ 1,882 6.20 % ​ ​ 6,499 ​ 6,442 4.87 % ​ ​ $ 174,226 ​ $ 171,377 4.36 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Securities Held-to-Maturity ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Amortized ​ ​ ​ ​ Average ​ ​ ​ ​ Cost ​ ​ ​ Fair Value ​ ​ ​ Yield Obligations of states and political subdivisions ​ ​ ​ ​ ​ ​ Due after one year through five years ​ $ 1,014 ​ $ 993 2.59 % Due after five years through ten years ​ 505 ​ 500 2.70 % ​ ​ 1,519 ​ 1,493 2.63 % Residential government-sponsored mortgage-backed securities ​ ​ ​ ​ ​ ​ Due after five years through ten years ​ 2,002 ​ 1,911 2.45 % Due after ten years ​ 3,460 ​ 3,156 2.49 % ​ ​ 5,462 ​ 5,067 2.48 % ​ ​ $ 6,981 ​ $ 6,560 2.51 % ​ For additional information regarding investment securities refer to “Item 8.
Whether losses and delinquencies in our portfolio will increase significantly depends upon the value of the real estate securing the loans and economic factors, such as the overall economy, rising or elevated interest rates, historically high or persistent inflation, and recessionary concerns.
Whether losses and delinquencies in our portfolio will increase significantly depends upon the value of real estate securing the loans and economic factors, such as the overall economy, rising or elevated interest rates, historically high or persistent inflation, and recessionary concerns.
Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates have a more significant impact on our performance than do the effects of changes in the general rate of inflation and changes in prices.
Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates have a more significant impact on our performance than the effects of changes in the general rate of inflation and changes in prices do.
In that event, the TPOS reimburses the Bank for the interest the customer otherwise would have paid if the promotional period didn’t exist. ● Excess yield on the portfolio after realized charge-offs and above an agreed upon target rate due to the Bank is paid to the TPOS as a “performance fee.” ● In the event charge-offs exceed the amount available as a performance fee, the TPOS remits a portion of current period originations to reimburse for losses and, if necessary, releases funds from the reserve account. ● If charge-offs exceed the amounts above, they roll over to future periods to offset potential performance fees and subsequent reserve account fundings related to the portfolio.
In that event, the TPOS reimburses the Bank for the interest the customer otherwise would have paid if the promotional period didn’t exist. ● Excess yield on the portfolio after realized charge-offs and above an agreed upon target rate due to the Bank is paid to the TPOS as a “Performance Fee.” ● In the event charge-offs exceed the amount available as a Performance Fee, the TPOS remits a portion of current period origination fees to reimburse for losses and, if necessary, releases funds from the reserve account. ● If charge-offs exceed the amounts above, they roll over to future periods to offset potential Performance Fees and subsequent reserve account fundings related to the portfolio.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit accounts that are classified as deposits and are not subject to any federal or state deposit insurance regimes.
Accordingly, although the EVE tables and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net worth and NII. 66 Table of Contents Liquidity and Funds Management The objective of our liquidity management is to ensure the ability to meet our financial obligations.
Accordingly, although the EVE tables and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net worth and NII. 70 Table of Contents LIQUIDITY AND FUNDS MANAGEMENT The objective of our liquidity management is to ensure the ability to meet our financial obligations.
Financial Statements and Supplementary Data, Note 10 – Securities Sold Under Agreements To Repurchase And Other Short-Term Borrowings, Note 11 – Junior Subordinated Debt and Senior Subordinated Notes, and Note 15 – Financial Instruments With Off-Balance-Sheet Risk.” We prepare a cash flow forecast on a 30, 60 and 90 day basis along with a one and two year basis.
Financial Statements and Supplementary Data, Note 10 – Securities Sold Under Agreements To Repurchase And Other Borrowings, Note 11 – Junior Subordinated Debt and Senior Subordinated Notes, and Note 15 – Financial Instruments With Off-Balance-Sheet Risk.” We prepare a cash flow forecast on a 30, 60 and 90 day basis along with a one and two year basis.
Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of December 31, 2024, that we meet all capital adequacy requirements to which it is subject. See “Item 1.
Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of December 31, 2025, that we meet all capital adequacy requirements to which it is subject. See “Item 1.
Further, because the use of inputs and assumptions are highly judgmental an analysis performed to assess the fair value of our reporting units by others may results in higher, lower, or the same fair value determination and goodwill impairment decision through the use of their judgment in application of similar inputs and assumptions as we used.
Further, because the use of inputs and assumptions are highly judgmental an analysis performed to assess the fair value of our reporting units by others may result in higher, lower, or the same fair value determination and goodwill impairment decision through the use of their judgment in application of similar inputs and assumptions as we used.
The following tables are based on an analysis of our interest rate risk as measured by the estimated change in EVE resulting from instantaneous and sustained parallel shifts in the yield curve (plus 400 basis points or minus 400 basis points, measured in 100 basis point increments) as of December 31, 2024 and 2023.
The following tables are based on an analysis of our interest rate risk as measured by the estimated change in EVE resulting from instantaneous and sustained parallel shifts in the yield curve (plus 400 basis points or minus 400 basis points, measured in 100 basis point increments) as of December 31, 2025 and 2024.
Changes in assumptions, market data (for market-based assessments), or the discount rate (for income based assessments) could produce different results that lead to higher or lower fair value determinations compared to the results of our annual impairment testing performed as of September 30, 2024.
Changes in assumptions, market data (for market-based assessments), or the discount rate (for income based assessments) could produce different results that lead to higher or lower fair value determinations compared to the results of our annual impairment testing performed as of September 30, 2025.
We consider a number of external economic variables in developing the allowance including the Virginia Unemployment Rate, Virginia House Price Index (“HPI”), Virginia Gross Domestic Product (“GDP”), and, National Unemployment and National Gross Domestic Product for pools of loans with borrowers outside of our local operating footprint.
We consider a number of external economic variables in developing the allowance including the Virginia Unemployment Rate, Virginia House Price Index, Virginia Gross Domestic Product and National Unemployment and National Gross Domestic Product for pools of loans with borrowers outside of our local operating footprint.
For our assessment of goodwill as of September 30, 2024, we performed a step one quantitative assessment to determine if the fair value of the Primis Bank and the Primis Mortgage reporting units were less than their carrying amount.
For our assessment of goodwill as of September 30, 2025, we performed a step one quantitative assessment to determine if the fair value of the Primis Bank and the Primis Mortgage reporting units were less than their carrying amount.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7 of our Annual Report on Form 10-K generally discusses year-to-year comparisons between the years ended December 31, 2024 and 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7 of our Annual Report on Form 10-K generally discusses year-to-year comparisons between the years ended December 31, 2025 and 2024.
Further, subsequent evaluations of the then-existing loan portfolio, in light of factors existing at the time of subsequent evaluation may result in significant changes to the allowance. 44 Table of Contents Goodwill As required under U.S. GAAP, we test goodwill for impairment at least annually and more frequently if there are indications that goodwill could be impaired.
Further, subsequent evaluations of the then-existing loan portfolio, in light of factors existing at the time of subsequent evaluation may result in significant changes to the allowance. Goodwill As required under U.S. GAAP, we test goodwill for impairment at least annually and more frequently if there are indications that goodwill could be impaired.
As of December 31, 2024 and 2023, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA. Federal banking agencies do not provide a similar well capitalized threshold for bank holding companies.
As of December 31, 2025 and 2024, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA. Federal banking agencies do not provide a similar well capitalized threshold for bank holding companies.
Key characteristics of the combined arrangement include: ● The TPOS contributes funds to a reserve account at the time of origination to be used for future charge-offs if necessary. 45 Table of Contents ● When a promotional loan pays off prior to the end of the promotional period, the customer owes no interest on the loan and any interest accrued during the period is waived.
Key characteristics of the combined arrangement include: ● The TPOS contributes funds to a reserve account at the time of origination to be used for future charge-offs if necessary. ● When a promotional loan pays off prior to the end of the promotional period, the customer owes no interest on the loan and any interest accrued during the period is waived.
As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment testing as of September 30, 2024 will prove to be an accurate prediction of the future.
As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment testing as of September 30, 2025 will prove to be an accurate prediction of the future.
This approach uses a model which generates estimates of the change in our economic value of equity (“EVE”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts using assumptions including estimated loan prepayment rates, reinvestment rates and deposit decay rates.
This approach uses a model which generates estimates of the change in our EVE over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts using assumptions including estimated loan prepayment rates, reinvestment rates and deposit decay rates.
Financial Statements and Supplementary Data, Note 2 - Investment Securities.” ​ 62 Table of Contents Deposits and Other Borrowings Deposits The market for deposits is competitive. We offer a line of traditional deposit products that currently include noninterest-bearing and interest-bearing checking (or NOW accounts), commercial checking, money market accounts, savings accounts and certificates of deposit.
Financial Statements and Supplementary Data, Note 2 - Investment Securities.” DEPOSITS AND OTHER BORROWINGS Deposits ​ The market for deposits is competitive. We offer a line of traditional deposit products that currently include noninterest-bearing and interest-bearing checking (or NOW accounts), commercial checking, money market accounts, savings accounts and certificates of deposit.
Our annual goodwill impairment testing date is September 30 and accordingly, we performed testing as of September 30, 2024 of our two reporting units that include goodwill.
Our annual goodwill impairment testing date is September 30 and accordingly, we performed testing as of September 30, 2025 of our two reporting units that include goodwill.
If our level of core deposits are not sufficient to fully fund our lending activities, we have access to funding from additional sources, including but not limited to borrowing from the FHLB of Atlanta and institutional certificates of deposits.
If our level of core deposits is not sufficient to fully fund our lending activities, we have access to funding from additional sources, including but not limited to, borrowing from the FHLB and institutional certificates of deposits.
In addition, we maintain federal funds lines of credit with three correspondent banks, totaling $90.0 million, and utilize securities sold under agreements to repurchase and reverse repurchase agreement borrowings from approved securities dealers as needed. For additional information about borrowings and anticipated principal repayments refer to the discussion previously in “Deposits and Other Borrowings” and “Item 8.
In addition, we maintain federal funds lines of credit with two correspondent banks, totaling $75 million, and utilize securities sold under agreements to repurchase and reverse repurchase agreement borrowings from approved securities dealers as needed. For additional information about borrowings and anticipated principal repayments refer to the discussion previously in “Deposits and Other Borrowings” and “Item 8.
As of December 31, 2024, Primis has no material commitments or long-term debt for capital expenditures. Capital Resources Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary, Primis Bank, are subject to various regulatory capital requirements administered by the federal banking agencies.
As of December 31, 2025, we had no material commitments or long-term debt for capital expenditures. CAPITAL RESOURCES Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary, Primis Bank, are subject to various regulatory capital requirements administered by the federal banking agencies.
In the fourth quarter of 2024, we made the decision to cease originating new loans under the Consumer Program effective January 31, 2025 and moved a large portion of the portfolio, with an amortized cost of $133.2 million, to loans held for sale and marked them to fair market value.
In the fourth quarter of 2024, the Company made the decision to cease originating new loans under the Consumer Program, effective January 31, 2025 and moved a large portion of the portfolio, with an amortized cost of $133 million, to loans held for sale and marked them to the lower of cost or fair market value.
Our allowance for credit losses is calculated by 50 Table of Contents segmenting the loan portfolio by loan type and applying risk factors to each segment. The risk factors are determined by considering historical loss data, peer data, as well as applying management’s judgment.
Our allowance for credit losses is calculated by segmenting the loan portfolio by loan type and applying risk factors to each segment. The risk factors are determined by considering historical loss data, peer data, as well as applying management’s judgment.
These securities are deemed to have high credit ratings, and minimum regular monthly cash flows of principal and interest are guaranteed by the issuing agencies. Collateralized mortgage obligations (“CMOs”) are bonds that are backed by pools of mortgages. The pools can be GNMA, FNMA or FHLMC pools or they can be private-label pools.
These securities are deemed to have high credit ratings, and minimum regular monthly cash flows of principal and interest are guaranteed by the issuing agencies. CMOs are bonds that are backed by pools of mortgages. The pools can be GNMA, FNMA or FHLMC pools or they can be private-label pools.
Financial Statements and Supplementary Data, Note 4 – Derivatives, in this Form 10-K. ● Noninterest income each period includes actual amounts received during the period for interest reimbursement and amounts paid by the TPOS under the limited credit enhancement described above. ● Noninterest expense each period includes actual amounts paid during the period for performance fees and servicing fees as defined in our agreement with the TPOS.
Financial Statements and Supplementary Data, Note 4 – Derivatives, in this Form 10-K. 47 Table of Contents ● Noninterest income each period includes amounts due during the period for interest reimbursement and amounts paid by the TPOS under the limited credit enhancement described above. ● Noninterest expense each period includes actual amounts due during the period for Performance Fees and servicing fees as defined in our agreement with the TPOS.
These projections incorporate expected cash flows on loans, investment securities, and deposits based on data used to prepare our interest rate risk analyses. As of December 31, 2024, Primis was not aware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity.
These projections incorporate expected cash flows on loans, investment securities, and deposits based on data used to prepare our interest rate risk analyses. As of December 31, 2025, we were not aware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity.
Additional details of the net loss will be discussed in the remaining sections of this Results of Operations section. Net Interest Income Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings.
Additional details of the changes in net income will be discussed in the remaining sections of this Results of Operations section. 51 Table of Contents ​ Net Interest Income and Net Interest Margin Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings.
Discussions of comparisons between 2023 and 2022 are not included in this Form10-K but can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on October 15, 2024.
Discussions of comparisons between 2024 and 2023 are not included in this Form 10-K, but can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 29, 2025.
In this regard, the model assumes that the composition of our interest sensitive assets and liabilities existing as of December 31, 2024 and 2023 remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities.
In this regard, our model historically assumes that the composition of our interest sensitive assets and liabilities remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities.
Business, Supervision and Regulation—Capital Requirements” for more information. 67 Table of Contents The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ ​ ​ ​ ​ ​ ​ Required for ​ ​ ​ ​ ​ ​ ​ ​ Capital ​ To Be ​ Actual Ratio at ​ ​ Adequacy ​ Categorized as ​ December 31, ​ December 31, ​ ​ Purposes Well Capitalized (1) 2024 2023 Primis Financial Corp. ​ ​ Leverage ratio 4.00 % n/a 7.76 % 8.37 % Common equity tier 1 capital ratio 4.50 % n/a 8.74 % 8.96 % Tier 1 risk-based capital ratio 6.00 % n/a 9.05 % 9.25 % Total risk-based capital ratio 8.00 % n/a 12.53 % 13.44 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Primis Bank ​ ​ ​ ​ ​ ​ ​ Leverage ratio 4.00 % 5.00 % 9.10 % 9.80 % Common equity tier 1 capital ratio 7.00 % 6.50 % 10.78 % 10.88 % Tier 1 risk-based capital ratio 8.50 % 8.00 % 10.78 % 10.88 % Total risk-based capital ratio 10.50 % 10.00 % 12.04 % 12.12 % (1) Prompt corrective action provisions are not applicable at the bank holding company level.
Business, Supervision and Regulation—Capital Requirements” for more information. 71 Table of Contents The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ ​ ​ ​ ​ ​ ​ Required for ​ ​ ​ ​ ​ ​ ​ ​ Capital ​ To Be ​ Actual Ratio at ​ ​ Adequacy ​ Categorized as ​ December 31, ​ December 31, ​ ​ ​ ​ ​ Purposes ​ ​ ​ Well Capitalized (1) ​ ​ ​ 2025 ​ ​ ​ 2024 Primis Financial Corp. ​ ​ ​ ​ ​ Leverage ratio 4.00 % n/a 8.80 % 7.76 % Common equity tier 1 capital ratio 4.50 % n/a 9.36 % 8.74 % Tier 1 risk-based capital ratio 6.00 % n/a 9.64 % 9.05 % Total risk-based capital ratio 8.00 % n/a 12.40 % 12.53 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Primis Bank ​ ​ ​ ​ ​ ​ ​ Leverage ratio 4.00 % 5.00 % 9.74 % 9.10 % Common equity tier 1 capital ratio 7.00 % 6.50 % 10.74 % 10.78 % Tier 1 risk-based capital ratio 8.50 % 8.00 % 10.74 % 10.78 % Total risk-based capital ratio 10.50 % 10.00 % 11.99 % 12.04 % (1) Prompt corrective action provisions are not applicable at the bank holding company level.
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. We had letters of credit outstanding totaling $9.9 million and $9.6 million as of December 31, 2024 and 2023, respectively.
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. We had letters of credit outstanding totaling $20 million and $10 million as of December 31, 2025 and 2024, respectively.
Management’s discussion and analysis (“MD&A”) is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Primis. This discussion and analysis should be read with the consolidated financial statements, the footnotes thereto, and the other financial data included in this report.
MD&A is presented to aid the reader in understanding and evaluating the financial condition and results of operations of the Company. This discussion and analysis should be read with the consolidated financial statements, the footnotes thereto, and the other financial data included in this report.
(2) Calculations include non-accruing loans in average loan amounts outstanding. 49 Table of Contents ​ Net interest income was $104.2 million for the year ended December 31, 2024, compared to $98.7 million for the year ended December 31, 2023.
(2) Calculations include non-accruing loans in average loan amounts outstanding. ​ ​ 52 Table of Contents Net interest income was $111 million for the year ended December 31, 2025, compared to $104 million for the year ended December 31, 2024.
Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between the interest income on loans and other investments and the interest expense on deposits and borrowings.
Consequently, our earnings significantly depend on our net interest income, which is the difference between the interest income on loans and other investments and the interest expense on deposits and borrowings.
Treasury securities ● SBA guaranteed loan pools ● Agency securities ● Obligations of states and political subdivisions ● Corporate debt securities, with rated securities at investment grade 59 Table of Contents ● Collateralized Loan Obligations (“CLOs”) ​ MBS are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by agency/government-sponsored entities (“GSEs”) such as the GNMA, FNMA and FHLMC.
Treasury securities ● SBA guaranteed loan pools ● Agency securities ● Obligations of states and political subdivisions ● Corporate debt securities, with rated securities at investment grade ● CLOs ​ MBS are securities that have been developed by pooling a number of real estate mortgages and which are principally issued by agency/ GSEs such as the GNMA, FNMA and FHLMC.
We have employed asset/liability management policies that seek to manage our net interest income, without having to incur unacceptable levels of credit or investment risk. We use simulation modeling to manage our interest rate risk and review quarterly interest sensitivity.
The policies established by the ALCO are reviewed and approved by our Board of Directors. We have employed asset/liability management policies that seek to manage our net interest income, without having to incur unacceptable levels of credit or investment risk. We use simulation modeling to manage our interest rate risk and review quarterly interest sensitivity.
The loans transferred have an average maturity of approximately ten years which will be the time over which the principal balance of the loans in our balance sheet and secured borrowings will pay down, absent borrower prepayments.
The loans transferred have an average maturity of approximately ten years, which will be the time over which the principal balance of the loans in our balance sheet and secured borrowings will pay down, absent borrower prepayments. For additional information on secured borrowings refer to “Item 8.
The ALCO makes reports to the Board of Directors on a quarterly basis. 68 Table of Contents Seasonality and Cycles We do not consider our commercial banking business to be seasonal. Off-Balance Sheet Arrangements We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers.
Seasonality and Cycles We do not consider our commercial banking business to be seasonal. 72 Table of Contents Off-Balance Sheet Arrangements We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers.
The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument.
The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. We use internal factors including loan balances, credit quality, contractual life of loans, and historical loss experience.
We are required to collateralize our borrowings from the FHLB with purchases of FHLB stock and other collateral acceptable to the FHLB. We had no FHLB borrowings as of December 31, 2024, compared to total FHLB borrowings of $30.0 million as of December 31, 2023.
We are required to collateralize our borrowings from FHLB with purchases of FHLB stock and other collateral acceptable to the FHLB. As of December 31, 2025 and 2024, we had $25 million and no FHLB borrowings, respectively.
Our interest rate risk management is the responsibility of the Bank’s ALCO. The ALCO has established policies and limits for management to monitor, measure and coordinate our sources, uses and pricing of funds.
Our interest rate risk management is the responsibility of the Bank’s ALCO. The ALCO has established policies and limits for management to monitor, measure and coordinate our sources, uses and pricing of funds. The ALCO makes reports to the Board of Directors on a quarterly basis.
The loan portfolio is transferred to bankruptcy-remote special-purpose vehicle, which finances the acquisition through the issuance of various classes of debt and equity securities with varying levels of senior claim on the underlying loan portfolio. CLOs must be rated AA or better at the time of purchase. We classify our investment securities as either held-to-maturity (“HTM”) or available-for-sale (“AFS”).
The loan portfolio is transferred to bankruptcy-remote special-purpose vehicle, which finances the acquisition through the issuance of various classes of debt and equity securities with varying levels of senior claim on the underlying loan portfolio. CLOs must be rated AA or better at the time of purchase.
Deposits swept off balance sheet were $137 million as of December 31, 2024, compared to $113 million as of December 31, 2023.
Deposits swept off our balance sheet were $137 million as of December 31, 2024, compared to none as of December 31, 2025.
As a result of our testing, we determined that the estimated fair value of both reporting units was higher than their respective carrying values, resulting in no goodwill impairment as of September 30, 2024.
As a result of our testing, we determined that the estimated fair value of both reporting units was higher than their respective carrying values.
We had $152.1 million and $199.3 million of loans outstanding in the Consumer Program, or 5% and 6% of our total gross loan portfolio, as of December 31, 2024 and 2023, respectively.
We had $90 million and $152 million of loans outstanding in the Consumer Program, or 3% and 5% of our total gross loan portfolio, as of December 31, 2025 and 2024, respectively. As of December 31, 2025, all of the Consumer Program loans were in loans held for investment.
In addition, bank regulatory authorities, as part of their periodic examination, may require additional charges to the provision for credit losses in future periods if the results of their reviews warrant additions to the allowance for credit losses.
In addition, bank regulatory authorities, as part of their periodic examination, may require additional charges to the provision for credit losses in future periods if the results of their reviews warrant additions to the allowance for credit losses. 62 Table of Contents Our allowance for credit losses was $46 million as of December 31, 2025, compared to $54 million as of December 31, 2024.
The following table sets forth the average balance and average rate paid on each of the deposit categories for the years ended December 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Average Average Average Average ​ ​ Balance ​ Rate ​ Balance ​ Rate ​ Noninterest-bearing demand deposits ​ $ 441,520 ​ $ 495,107 ​ Interest-bearing deposits: ​ ​ ​ Savings accounts ​ 825,129 4.06 % 777,143 3.83 % Money market accounts ​ 829,331 3.25 % 831,196 2.85 % NOW and other demand accounts ​ 772,099 2.42 % 784,680 1.96 % Time deposits ​ 421,058 3.94 % 474,178 3.12 % Total interest-bearing deposits ​ 2,847,617 3.36 % 2,867,197 2.92 % Total deposits ​ $ 3,289,137 ​ $ 3,362,304 ​ ​ The variety of deposit accounts we offer allows us to be competitive in obtaining funds and in responding to the threat of disintermediation (the flow of funds away from depository institutions such as banking institutions into direct investment vehicles such as government and corporate securities).
The following table sets forth the average balance and average rate paid on each of the deposit categories for the years ended December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ ​ ​ Balance ​ Rate ​ Balance ​ Rate ​ Noninterest-bearing demand deposits ​ $ 473,734 ​ ​ $ 441,520 ​ ​ Interest-bearing deposits: ​ ​ ​ ​ ​ ​ ​ Savings accounts ​ 873,794 3.42 % 825,129 4.06 % Money market accounts ​ 760,971 2.70 % 829,331 3.25 % NOW and other demand accounts ​ 824,985 2.16 % 772,099 2.42 % Time deposits ​ 326,331 3.44 % 421,058 3.94 % Total interest-bearing deposits ​ 2,786,081 2.85 % 2,847,617 3.36 % Total deposits ​ $ 3,259,815 ​ ​ $ 3,289,137 ​ ​ ​ The variety of deposit accounts we offer allows us to be competitive in obtaining funds and in responding to the threat of disintermediation (the flow of funds away from depository institutions such as banking institutions into direct 67 Table of Contents investment vehicles such as government and corporate securities).
To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-earning assets, we are subject to interest rate risk and corresponding fluctuations in net interest income.
To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-earning assets, we are subject to interest rate risk and corresponding fluctuations in net interest income. Our ALCO meets regularly and is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk.
While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain.
While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors.
We compete for deposits through our banking branches with competitive pricing, as well as nationally through advertising and online banking. We use deposits as a principal source of funding for our lending, purchasing of investment securities and for other business purposes.
We use deposits as a principal source of funding for our lending, purchasing of investment securities and for other business purposes.
The allowance is also subject to regulatory examinations and determination by the regulatory agencies as to the appropriate level of the allowance. 57 Table of Contents The following table sets forth the allowance for credit losses allocated by loan category and the percent of loans in each category to total loans at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ​ Allowance ​ Loans by ​ Allowance ​ Loans by ​ ​ ​ for Credit ​ Category to ​ for Credit ​ Category to ​ ​ Losses Total Loans Losses Total Loans Commercial real estate - owner occupied ​ $ 5,899 ​ 16.5 % $ 4,255 ​ 14.1 % Commercial real estate - non-owner occupied ​ ​ 6,966 ​ 21.1 % ​ 5,822 ​ 18.0 % Secured by farmland ​ ​ 20 ​ 0.1 % ​ 31 ​ 0.2 % Construction and land development ​ ​ 1,203 ​ 3.5 % ​ 1,129 ​ 5.1 % Residential 1-4 family ​ ​ 6,819 ​ 20.4 % ​ 4,938 ​ 18.8 % Multi- family residential ​ ​ 1,620 ​ 5.4 % ​ 1,590 ​ 4.0 % Home equity lines of credit ​ ​ 533 ​ 2.2 % ​ 364 ​ 1.9 % Commercial loans ​ ​ 10,794 ​ 21.1 % ​ 6,320 ​ 18.7 % Paycheck Protection Program loans ​ ​ — ​ 0.1 % ​ — ​ 0.1 % Consumer loans ​ ​ 19,625 ​ 9.4 % ​ 26,088 ​ 19.0 % PCD loans ​ ​ 245 ​ 0.2 % ​ 1,672 ​ 0.2 % Total ​ ​ 53,724 ​ 100.0 % ​ 52,209 ​ 100.0 % ​ The following table presents an analysis of the allowance for credit losses for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ 2024 2023 Balance, beginning of period ​ $ 52,209 ​ $ 34,544 ​ Provision charged to operations: ​ ​ ​ ​ ​ ​ ​ Total provisions ​ ​ 50,621 ​ ​ 32,540 ​ Recoveries credited to allowance: ​ ​ ​ ​ ​ Commercial real estate - owner occupied ​ ​ 31 ​ ​ — ​ Commercial real estate - non-owner occupied ​ ​ — ​ ​ 110 ​ Construction and land development ​ — ​ 112 ​ Residential 1-4 family ​ 2 ​ 164 ​ Home equity lines of credit ​ 3 ​ 5 ​ Commercial loans ​ ​ 20 ​ ​ 948 ​ Consumer loans ​ ​ 1,873 ​ ​ 480 ​ Total recoveries ​ 1,929 ​ 1,819 ​ Loans charged off: ​ ​ ​ Commercial real estate - non-owner occupied ​ ​ — ​ ​ 1,170 ​ Construction and land development ​ — ​ 2 ​ Residential 1-4 family ​ 8 ​ 770 ​ Home equity lines of credit ​ 9 ​ 32 ​ Commercial loans ​ ​ 926 ​ ​ 2,854 ​ Consumer loans ​ ​ 50,092 ​ ​ 11,866 ​ Total loans charged-off ​ 51,035 ​ 16,694 ​ Net charge-offs ​ 49,106 ​ 14,875 ​ Balance, end of period ​ $ 53,724 ​ $ 52,209 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net charge-offs to average loans, net of unearned income ​ 1.48 % 0.45 % ​ The total allowance for credit losses increased by $1.5 million to $53.7 million as of December 31, 2024, compared to $52.2 million as of December 31, 2023.
The allowance is also subject to regulatory examinations and determination by the regulatory agencies as to the appropriate level of the allowance. 61 Table of Contents The following table sets forth the allowance for credit losses allocated by loan category and the percentage of loans in each category to total loans at the dates indicated ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ As of December 31, ​ ​ ​ 2025 ​ ​ 2024 ​ ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ ​ Percent of ​ ​ ​ Allowance ​ Loans by ​ ​ Allowance ​ Loans by ​ ​ ​ for Credit ​ Category to ​ ​ for Credit ​ Category to ​ ​ ​ ​ ​ Losses ​ ​ ​ Total Loans ​ ​ ​ ​ Losses ​ ​ ​ Total Loans ​ ​ ​ Commercial real estate - owner occupied ​ $ 5,682 ​ 15.5 % ​ $ 5,899 ​ 16.5 % Commercial real estate - non-owner occupied ​ ​ 15,329 ​ 17.3 % ​ ​ 6,966 ​ 21.1 % Secured by farmland ​ ​ 30 ​ 0.1 % ​ ​ 20 ​ 0.1 % Construction and land development ​ ​ 748 ​ 4.0 % ​ ​ 1,203 ​ 3.5 % Residential 1-4 family ​ ​ 6,852 ​ 17.5 % ​ ​ 6,819 ​ 20.4 % Multi- family residential ​ ​ 1,368 ​ 4.3 % ​ ​ 1,620 ​ 5.4 % Home equity lines of credit ​ ​ 428 ​ 1.9 % ​ ​ 533 ​ 2.2 % Commercial loans ​ ​ 11,197 ​ 29.6 % ​ ​ 10,794 ​ 21.1 % Paycheck Protection Program loans ​ ​ — ​ 0.1 % ​ ​ — ​ 0.1 % Consumer loans ​ ​ 4,249 ​ 9.6 % ​ ​ 19,625 ​ 9.4 % PCD loans ​ ​ — ​ 0.1 % ​ ​ 245 ​ 0.2 % Total ​ $ 45,883 ​ 100.0 % ​ $ 53,724 ​ 100.0 % ​ The following table presents an analysis of the allowance for credit losses for the periods indicated ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Balance, beginning of period ​ $ 53,724 ​ $ 52,209 ​ Provision charged to operations: ​ ​ ​ ​ ​ ​ ​ Total provisions ​ ​ 12,289 ​ ​ 50,621 ​ Recoveries credited to allowance: ​ ​ ​ ​ ​ Commercial real estate - owner occupied ​ ​ — ​ ​ 31 ​ Residential 1-4 family ​ — ​ 2 ​ Home equity lines of credit ​ 5 ​ 3 ​ Commercial loans ​ ​ — ​ ​ 20 ​ Consumer loans ​ ​ 14,198 ​ ​ 1,873 ​ Total recoveries ​ 14,203 ​ 1,929 ​ Total ​ 80,216 ​ 104,759 ​ Loans charged off: ​ ​ ​ ​ ​ Residential 1-4 family ​ 72 ​ 8 ​ Home equity lines of credit ​ — ​ 9 ​ Commercial loans ​ ​ 935 ​ ​ 926 ​ Consumer loans ​ ​ 33,326 ​ ​ 50,092 ​ Total loans charged-off ​ 34,333 ​ 51,035 ​ Net charge-offs ​ 20,130 ​ 49,106 ​ Balance, end of period ​ $ 45,883 ​ $ 53,724 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net charge-offs to average loans, net of unearned income ​ 0.65 % 1.48 % ​ We believe that the allowance for credit losses as of December 31, 2025 is sufficient to absorb future expected credit losses in our loan portfolio based on our assessment of all known factors affecting the collectability of our loan portfolio.
These loans are accounted for similar to our other consumer loans and are not placed on nonaccrual because they are charged off when they become 90 days past due. The allowance on the held for investment loans balance of $38.9 million was $16.3 million as of December 31, 2024 and represented 30% of our total allowance for credit losses.
These loans are accounted for like our other consumer loans and are not placed on nonaccrual because they are charged off when they become 90 days past due. The allowance on this portfolio plus the discount amounts to $8 million as of December 31, 2025.
The following table details average balances of interest-earning assets and interest-bearing liabilities, the amount of interest earned/paid on such assets and liabilities, and the yield/rate for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Balance Sheets and Net Interest Margin ​ ​ Analysis For the Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ Average ​ Income/ ​ Yield/ ​ Average ​ Income/ ​ Yield/ ​ ​ Balance Expense Rate Balance Expense Rate ​ ​ (Dollar amounts in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 85,485 ​ $ 5,571 ​ 6.52 % $ 44,643 ​ $ 2,806 ​ 6.29 % Loans, net of deferred fees (1) (2) ​ ​ 3,231,206 ​ ​ 194,369 ​ 6.02 % ​ 3,126,717 ​ ​ 169,982 ​ 5.44 % Investment securities ​ ​ 245,323 ​ ​ 7,213 ​ 2.94 % ​ 237,452 ​ ​ 6,373 ​ 2.68 % Other earning assets ​ ​ 82,757 ​ ​ 3,816 ​ 4.61 % ​ 281,052 ​ ​ 13,457 ​ 4.79 % Total earning assets ​ ​ 3,644,771 ​ ​ 210,969 ​ 5.79 % ​ 3,689,864 ​ ​ 192,618 ​ 5.22 % Allowance for credit losses ​ ​ (50,530) ​ ​ ​ ​ ​ ​ ​ (35,382) ​ ​ ​ ​ ​ ​ Total non-earning assets ​ ​ 293,074 ​ ​ ​ ​ ​ ​ ​ 296,647 ​ ​ ​ ​ ​ ​ Total assets ​ $ 3,887,315 ​ ​ ​ ​ ​ ​ $ 3,951,129 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NOW and other demand accounts ​ $ 772,099 ​ $ 18,695 ​ 2.42 % $ 784,680 ​ $ 15,404 ​ 1.96 % Money market accounts ​ ​ 829,331 ​ ​ 26,923 ​ 3.25 % ​ 831,196 ​ ​ 23,717 ​ 2.85 % Savings accounts ​ ​ 825,129 ​ ​ 33,462 ​ 4.06 % ​ 777,143 ​ ​ 29,774 ​ 3.83 % Time deposits ​ ​ 421,058 ​ ​ 16,582 ​ 3.94 % ​ 474,178 ​ ​ 14,795 ​ 3.12 % Total interest-bearing deposits ​ ​ 2,847,617 ​ ​ 95,662 ​ 3.36 % ​ 2,867,197 ​ ​ 83,690 ​ 2.92 % Borrowings ​ ​ 169,912 ​ ​ 11,085 ​ 6.52 % ​ 159,442 ​ ​ 10,217 ​ 6.41 % Total interest-bearing liabilities ​ ​ 3,017,529 ​ ​ 106,747 ​ 3.54 % ​ 3,026,639 ​ ​ 93,907 ​ 3.10 % Noninterest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ ​ 441,520 ​ ​ ​ ​ ​ ​ ​ 495,107 ​ ​ ​ ​ ​ ​ Other liabilities ​ ​ 36,422 ​ ​ ​ ​ ​ ​ ​ 35,494 ​ ​ ​ ​ ​ ​ Total liabilities ​ ​ 3,495,471 ​ ​ ​ ​ ​ ​ ​ 3,557,240 ​ ​ ​ ​ ​ ​ Primis common stockholders' equity ​ ​ 373,613 ​ ​ ​ ​ ​ ​ ​ 393,302 ​ ​ ​ ​ ​ ​ Noncontrolling interest ​ ​ 18,231 ​ ​ ​ ​ ​ ​ ​ 587 ​ ​ ​ ​ ​ ​ Total stockholders' equity ​ ​ 391,844 ​ ​ ​ ​ ​ ​ ​ 393,889 ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity ​ $ 3,887,315 ​ ​ ​ ​ ​ ​ $ 3,951,129 ​ ​ ​ ​ ​ ​ Net interest income ​ ​ ​ ​ $ 104,222 ​ ​ ​ ​ ​ ​ $ 98,711 ​ ​ ​ Interest rate spread ​ ​ ​ ​ ​ ​ ​ 2.25 % ​ ​ ​ ​ ​ ​ 2.12 % Net interest margin ​ ​ ​ ​ ​ ​ ​ 2.86 % ​ ​ ​ ​ ​ ​ 2.68 % (1) Includes loan fees in both interest income and the calculation of the yield on loans.
The following table details average balances of interest-earning assets and interest-bearing liabilities, the amount of interest earned/paid on such assets and liabilities, and the yield/rate for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Balance Sheets and Net Interest Margin ​ ​ Analysis For the Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ Average ​ Income/ ​ Yield/ ​ Average ​ Income/ ​ Yield/ ​ ​ ​ ​ ​ Balance ​ ​ ​ Expense ​ ​ ​ Rate ​ ​ ​ Balance ​ ​ ​ Expense ​ ​ ​ Rate ​ ​ ​ ​ ​ (Dollar amounts in thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-earning assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 142,973 ​ $ 7,406 ​ 5.18 % $ 85,485 ​ $ 5,571 ​ 6.52 % Loans, net of deferred fees (1) (2) ​ ​ 3,089,537 ​ ​ 181,499 ​ 5.87 % ​ 3,231,206 ​ ​ 194,369 ​ 6.02 % Investment securities ​ ​ 240,463 ​ ​ 7,569 ​ 3.15 % ​ 245,323 ​ ​ 7,213 ​ 2.94 % Other earning assets ​ ​ 100,591 ​ ​ 3,968 ​ 3.94 % ​ 82,757 ​ ​ 3,816 ​ 4.61 % Total earning assets ​ ​ 3,573,564 ​ ​ 200,442 ​ 5.61 % ​ 3,644,771 ​ ​ 210,969 ​ 5.79 % Allowance for credit losses ​ ​ (43,872) ​ ​ ​ ​ ​ ​ ​ (50,530) ​ ​ ​ ​ ​ ​ Total non-earning assets ​ ​ 289,253 ​ ​ ​ ​ ​ ​ ​ 293,074 ​ ​ ​ ​ ​ ​ Total assets ​ $ 3,818,945 ​ ​ ​ ​ ​ ​ $ 3,887,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders' equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NOW and other demand accounts ​ $ 824,985 ​ $ 17,794 ​ 2.16 % $ 772,099 ​ $ 18,695 ​ 2.42 % Money market accounts ​ ​ 760,971 ​ ​ 20,534 ​ 2.70 % ​ 829,331 ​ ​ 26,923 ​ 3.25 % Savings accounts ​ ​ 873,794 ​ ​ 29,880 ​ 3.42 % ​ 825,129 ​ ​ 33,462 ​ 4.06 % Time deposits ​ ​ 326,331 ​ ​ 11,229 ​ 3.44 % ​ 421,058 ​ ​ 16,582 ​ 3.94 % Total interest-bearing deposits ​ ​ 2,786,081 ​ ​ 79,437 ​ 2.85 % ​ 2,847,617 ​ ​ 95,662 ​ 3.36 % Borrowings ​ ​ 139,714 ​ ​ 9,577 ​ 6.85 % ​ 169,912 ​ ​ 11,085 ​ 6.52 % Total interest-bearing liabilities ​ ​ 2,925,795 ​ ​ 89,014 ​ 3.04 % ​ 3,017,529 ​ ​ 106,747 ​ 3.54 % Noninterest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand deposits ​ ​ 473,734 ​ ​ ​ ​ ​ ​ ​ 441,520 ​ ​ ​ ​ ​ ​ Other liabilities ​ ​ 40,681 ​ ​ ​ ​ ​ ​ ​ 36,422 ​ ​ ​ ​ ​ ​ Total liabilities ​ ​ 3,440,210 ​ ​ ​ ​ ​ ​ ​ 3,495,471 ​ ​ ​ ​ ​ ​ Primis common stockholders' equity ​ ​ 375,740 ​ ​ ​ ​ ​ ​ ​ 373,613 ​ ​ ​ ​ ​ ​ Noncontrolling interest ​ ​ 2,996 ​ ​ ​ ​ ​ ​ ​ 18,231 ​ ​ ​ ​ ​ ​ Total stockholders' equity ​ ​ 378,735 ​ ​ ​ ​ ​ ​ ​ 391,844 ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity ​ $ 3,818,945 ​ ​ ​ ​ ​ ​ $ 3,887,315 ​ ​ ​ ​ ​ ​ Net interest income ​ ​ ​ ​ $ 111,428 ​ ​ ​ ​ ​ ​ $ 104,222 ​ ​ ​ Interest rate spread ​ ​ ​ ​ ​ ​ ​ 2.57 % ​ ​ ​ ​ ​ ​ 2.25 % Net interest margin ​ ​ ​ ​ ​ ​ ​ 3.12 % ​ ​ ​ ​ ​ ​ 2.86 % (1) Includes loan fees in both interest income and the calculation of the yield on loans.
All changes are within our ALM Policy guidelines as of December 31, 2024 and 2023 (amounts in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of NII ​ ​ As of December 31, 2024 ​ ​ Adjusted NII Change in Interest Rates ​ ​ ​ ​ $ Change in Basis Points (Rate Shock) Amount From Base Up 400 ​ $ 95,367 ​ $ (15,874) Up 300 ​ 98,941 ​ (12,300) Up 200 ​ 102,472 ​ (8,769) Up 100 ​ 107,370 ​ (3,871) Base ​ 111,241 ​ — Down 100 ​ 114,126 ​ 2,885 Down 200 ​ 114,960 ​ 3,719 Down 300 ​ 115,205 ​ 3,964 Down 400 ​ 115,736 ​ 4,495 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of NII ​ ​ As of December 31, 2023 ​ ​ Adjusted NII Change in Interest Rates ​ ​ ​ ​ $ Change in Basis Points (Rate Shock) Amount From Base Up 400 ​ $ 98,539 ​ $ (16,112) Up 300 ​ 101,939 ​ (12,712) Up 200 ​ 105,326 ​ (9,325) Up 100 ​ 110,513 ​ (4,138) Base ​ 114,651 ​ — Down 100 ​ 117,230 ​ 2,579 Down 200 ​ 118,099 ​ 3,448 Down 300 ​ 118,114 ​ 3,463 Down 400 ​ 119,065 ​ 4,414 ​ Sensitivity of EVE and NII are modeled using different assumptions and approaches.
The results below are within our ALM Policy guidelines as of December 31, 2025 and 2024 ($ in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of NII ​ ​ As of December 31, 2025 ​ ​ Adjusted NII Change in Interest Rates ​ ​ ​ ​ $ Change in Basis Points (Rate Shock) ​ ​ ​ Amount ​ ​ ​ From Base Up 400 ​ $ 138,460 ​ $ 12,036 Up 300 ​ 135,719 ​ 9,295 Up 200 ​ 132,912 ​ 6,488 Up 100 ​ 130,888 ​ 4,464 Base ​ 126,424 ​ — Down 100 ​ 122,521 ​ (3,903) Down 200 ​ 117,838 ​ (8,586) Down 300 ​ 113,697 ​ (12,727) Down 400 ​ 109,356 ​ (17,068) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of NII ​ ​ As of December 31, 2024 ​ ​ Adjusted NII Change in Interest Rates ​ ​ ​ ​ $ Change in Basis Points (Rate Shock) ​ ​ ​ Amount ​ ​ ​ From Base Up 400 ​ $ 95,367 ​ $ (15,874) Up 300 ​ 98,941 ​ (12,300) Up 200 ​ 102,472 ​ (8,769) Up 100 ​ 107,370 ​ (3,871) Base ​ 111,241 ​ — Down 100 ​ 114,126 ​ 2,885 Down 200 ​ 114,960 ​ 3,719 Down 300 ​ 115,205 ​ 3,964 Down 400 ​ 115,736 ​ 4,495 ​ Sensitivity of EVE and NII are modeled using different assumptions and approaches.
During the year ended December 31, 2024 our mortgage banking income was driven by $15.8 million of sale gains compared to $8.0 million during the year ended December 31, 2023 as a result of higher sales volumes. The increase in gains on sale were partially offset with higher sales costs due to the higher volume.
The increase was also driven partially by $8 million of higher income from mortgage banking activity during 2025 compared to 2024. The increase in mortgage banking income was due to higher gain on sale income driven by $922 million in loan sales during the year ended December 31, 2025 compared to $706 million of sales in 2024, a 31% increase.
All changes are within our Asset/Liability Risk Management Policy guidelines (amounts in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of EVE ​ ​ As of December 31, 2024 ​ ​ EVE ​ EVE as a % of Change in Interest Rates ​ ​ ​ ​ $ Change ​ % Change ​ Total ​ Equity in Basis Points (Rate Shock) Amount From Base From Base Assets Book Value Up 400 ​ $ 438,490 ​ $ (68,444) (13.50) % 11.88 % 120.14 % Up 300 ​ 451,722 ​ (55,212) (10.89) % 12.24 % 123.77 % Up 200 ​ 464,410 ​ (42,524) (8.39) % 12.59 % 127.24 % Up 100 ​ 493,213 ​ (13,721) (2.71) % 13.37 % 135.13 % Base ​ 506,934 ​ — — % 13.74 % 138.89 % Down 100 ​ 509,055 ​ 2,121 0.42 % 13.80 % 139.47 % Down 200 ​ 493,913 ​ (13,021) (2.57) % 13.38 % 135.33 % Down 300 ​ 469,048 ​ (37,886) (7.47) % 12.71 % 128.51 % Down 400 ​ 435,781 ​ (71,153) (14.04) % 11.81 % 119.40 % ​ 65 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of EVE ​ ​ As of December 31, 2023 ​ ​ EVE ​ EVE as a % of Change in Interest Rates ​ ​ ​ ​ $ Change ​ % Change ​ Total ​ Equity in Basis Points (Rate Shock) Amount From Base From Base Assets Book Value Up 400 ​ $ 428,175 ​ $ (54,019) (11.20) % 11.10 % 107.69 % Up 300 ​ 438,298 ​ (43,896) (9.10) % 11.37 % 110.24 % Up 200 ​ 447,711 ​ (34,483) (7.15) % 11.61 % 112.61 % Up 100 ​ 471,457 ​ (10,737) (2.23) % 12.22 % 118.58 % Base ​ 482,194 ​ — — % 12.50 % 121.28 % Down 100 ​ ​ 486,399 ​ 4,205 0.87 % 12.61 % 122.34 % Down 200 ​ 477,430 ​ (4,764) (0.99) % 12.38 % 120.08 % Down 300 ​ ​ 456,987 ​ (25,207) (5.23) % 11.85 % 114.94 % Down 400 ​ 417,079 ​ (65,115) (13.50) % 10.81 % 104.90 % ​ Our interest rate sensitivity is also monitored by management through the use of a model that generates estimates of the change in net interest income (“NII”) over a range of interest rate scenarios.
All changes are within our Asset/Liability Risk Management Policy guidelines ($ in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of EVE ​ ​ As of December 31, 2025 ​ ​ EVE ​ EVE as a % of Change in Interest Rates ​ ​ ​ ​ $ Change ​ % Change ​ Total ​ Equity in Basis Points (Rate Shock) ​ ​ ​ Amount ​ ​ ​ From Base ​ ​ ​ From Base ​ ​ ​ Assets ​ ​ ​ Book Value Up 400 ​ $ 580,061 ​ $ (92,337) (13.73) % 14.33 % 137.16 % Up 300 ​ 609,258 ​ (63,140) (9.39) % 15.05 % 144.07 % Up 200 ​ 635,000 ​ (37,398) (5.56) % 15.69 % 150.16 % Up 100 ​ 665,294 ​ (7,104) (1.06) % 16.44 % 157.32 % Base ​ 672,398 ​ — — % 16.61 % 159.00 % Down 100 ​ 664,487 ​ (7,911) (1.18) % 16.42 % 157.13 % Down 200 ​ 636,039 ​ (36,359) (5.41) % 15.71 % 150.40 % Down 300 ​ 589,701 ​ (82,697) (12.30) % 14.57 % 139.44 % Down 400 ​ 496,404 ​ (175,994) (26.17) % 12.26 % 117.38 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sensitivity of EVE ​ ​ As of December 31, 2024 ​ ​ EVE ​ EVE as a % of Change in Interest Rates ​ ​ ​ ​ $ Change ​ % Change ​ Total ​ Equity in Basis Points (Rate Shock) ​ ​ ​ Amount ​ ​ ​ From Base ​ ​ ​ From Base ​ ​ ​ Assets ​ ​ ​ Book Value Up 400 ​ $ 438,490 ​ $ (68,444) (13.50) % 11.88 % 120.14 % Up 300 ​ 451,722 ​ (55,212) (10.89) % 12.24 % 123.77 % Up 200 ​ 464,410 ​ (42,524) (8.39) % 12.59 % 127.24 % Up 100 ​ 493,213 ​ (13,721) (2.71) % 13.37 % 135.13 % Base ​ 506,934 ​ — — % 13.74 % 138.89 % Down 100 ​ ​ 509,055 ​ 2,121 0.42 % 13.80 % 139.47 % Down 200 ​ 493,913 ​ (13,021) (2.57) % 13.38 % 135.33 % Down 300 ​ ​ 469,048 ​ (37,886) (7.47) % 12.71 % 128.51 % Down 400 ​ 435,781 ​ (71,153) (14.04) % 11.81 % 119.40 % 69 Table of Contents ​ Our interest rate sensitivity is also monitored by management through the use of a model that generates estimates of the change in the NII over a range of interest rate scenarios.
The change in interest, due to both rate and volume, has been proportionately allocated between rate and volume. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2024 vs. 2023 ​ ​ ​ Increase (Decrease) ​ ​ ​ Due to Change in: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ Volume Rate Change ​ ​ (in thousands) Interest-earning assets: ​ ​ ​ Loans held for sale ​ $ 2,662 ​ $ 103 ​ $ 2,765 ​ Loans, net of deferred fees ​ ​ 5,825 ​ ​ 18,562 ​ ​ 24,387 ​ Investment securities ​ 246 ​ 594 ​ 840 ​ Other earning assets ​ (9,161) ​ (480) ​ (9,641) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total interest-earning assets ​ (428) ​ 18,779 ​ 18,351 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ NOW and other demand accounts ​ (243) ​ ​ 3,534 ​ 3,291 ​ Money market accounts ​ (53) ​ ​ 3,259 ​ 3,206 ​ Savings accounts ​ 1,894 ​ ​ 1,794 ​ 3,688 ​ Time deposits ​ (1,333) ​ ​ 3,120 ​ 1,787 ​ Total interest-bearing deposits ​ 265 ​ 11,707 ​ 11,972 ​ Borrowings ​ 680 ​ ​ 188 ​ 868 ​ Total interest-bearing liabilities ​ 945 ​ 11,895 ​ 12,840 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in net interest income ​ $ (1,373) ​ $ 6,884 ​ $ 5,511 ​ ​ Provision for Credit Losses The provision for credit losses is a current charge to earnings made in order to adjust the allowance for credit losses for current expected losses in the loan portfolio based on an evaluation of the loan portfolio characteristics, current economic conditions, changes in the nature and volume of lending, historical loan experience and other known internal and external factors affecting loan collectability, and assessment of reasonable and supportable forecasts of future economic conditions that would impact collectability of the loans.
The change in interest, due to both rate and volume, has been proportionately allocated between rate and volume. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2025 vs. 2024 ​ ​ ​ Increase (Decrease) ​ ​ ​ Due to Change in: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net ​ ​ ​ ​ ​ Volume ​ ​ ​ Rate ​ ​ ​ Change ​ ​ ​ ​ ​ (in thousands) Interest-earning assets: ​ ​ ​ ​ ​ ​ Loans held for sale ​ $ 2,978 ​ $ (1,143) ​ $ 1,835 ​ Loans, net of deferred fees ​ ​ (8,392) ​ ​ (4,478) ​ ​ (12,870) ​ Investment securities ​ (167) ​ 523 ​ 356 ​ Other earning assets ​ 462 ​ (310) ​ 152 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total interest-earning assets ​ (5,119) ​ (5,408) ​ (10,527) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest-bearing liabilities: ​ ​ ​ ​ ​ ​ ​ NOW and other demand accounts ​ 1,516 ​ ​ (2,417) ​ (901) ​ Money market accounts ​ (2,096) ​ ​ (4,293) ​ (6,389) ​ Savings accounts ​ 2,160 ​ ​ (5,742) ​ (3,582) ​ Time deposits ​ (3,429) ​ ​ (1,924) ​ (5,353) ​ Total interest-bearing deposits ​ (1,849) ​ (14,376) ​ (16,225) ​ Borrowings ​ (2,110) ​ ​ 602 ​ (1,508) ​ Total interest-bearing liabilities ​ (3,959) ​ (13,774) ​ (17,733) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in net interest income ​ $ (1,160) ​ $ 8,366 ​ $ 7,206 ​ ​ ​ Provision for Credit Losses The provision for credit losses is a current charge to earnings made in order to adjust the allowance for credit losses for current expected losses in the loan portfolio based on an evaluation of the loan portfolio characteristics, current economic conditions, changes in the nature and volume of lending, historical loan experience and other known internal and external factors affecting loan collectability, and assessment of reasonable and supportable forecasts of future economic conditions that would impact collectability of the loans.
The remaining $38.2 million of promo loans as of December 31, 2024 are included in held for sale and 87% of these end their promo period in 2025 and the remaining end in 2026. ​ During the year ended December 31, 2024, $31.1 million of loans ended their no interest promo period and began to amortize and $10.1 million of these loans charged-off during the year after beginning to amortize. ​ Asset Quality; Past Due Loans and Nonperforming Assets The following table presents a comparison of nonperforming assets as of December 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2024 2023 Nonaccrual loans ​ $ 15,026 ​ $ 9,095 ​ Loans past due 90 days and accruing interest ​ 1,713 ​ 1,714 ​ Total nonperforming assets ​ 16,739 ​ 10,809 ​ ​ ​ ​ ​ ​ ​ ​ ​ SBA guaranteed amounts included in nonperforming loans ​ $ 5,921 ​ $ 3,115 ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses to total loans ​ 1.86 % 1.62 % Allowance for credit losses to nonaccrual loans ​ 357.53 % 574.06 % Allowance for credit losses to nonperforming loans ​ 320.94 % 483.04 % Nonaccrual to total loans ​ 0.52 % 0.28 % Nonperforming assets excluding SBA guaranteed loans to total assets ​ 0.29 % 0.20 % ​ Nonperforming assets increased as of December 31, 2024 compared to December 31, 2023, driven by an increase in nonaccrual loans of $5.9 million to $15.0 million.
As of December 31, 2025, 94% of Consumer Program loans outstanding are current, 4% are past due 1-30 days, and the remaining 2% are past due greater than 30 days. ​ ASSET QUALITY Nonperforming Assets The following table presents a comparison of nonperforming assets as of December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Nonaccrual loans ​ $ 84,823 ​ $ 15,026 ​ Loans past due 90 days and accruing interest ​ 1,713 ​ 1,713 ​ Total nonperforming assets ​ $ 86,536 ​ $ 16,739 ​ ​ ​ ​ ​ ​ ​ ​ ​ SBA guaranteed amounts included in nonperforming loans ​ $ 4,482 ​ $ 5,921 ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses to total loans ​ 1.40 % 1.86 % Allowance for credit losses to nonaccrual loans ​ 54.09 % 357.53 % Allowance for credit losses to nonperforming loans ​ 53.02 % 320.94 % Nonaccrual to total loans ​ 2.59 % 0.52 % Nonperforming assets excluding SBA guaranteed loans to total assets ​ 2.03 % 0.29 % ​ Nonperforming assets increased $70 million, or 417%, as of December 31, 2025 compared to December 31, 2024, which was driven by an increase in nonaccrual loans.
Impact of Inflation and Changing Prices The financial statements and related financial data presented in this Annual Report on Form 10-K concerning Primis Financial Corp. have been prepared in accordance with U.S.
Primis Bank had a capital conservation buffer of 3.99% as of December 31, 2025, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions. Impact of Inflation and Changing Prices The financial statements and related financial data presented in this Annual Report on Form 10-K have been prepared in accordance with U.S.
AFS investment securities are reported at fair value, and HTM investment securities are reported at amortized cost (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Available-for-sale investment securities: ​ ​ Residential government-sponsored mortgage-backed securities ​ $ 91,407 ​ $ 96,808 Obligations of states and political subdivisions ​ 29,705 ​ 30,080 Corporate securities ​ 15,080 ​ 14,048 Collateralized loan obligations ​ — ​ 4,982 Residential government-sponsored collateralized mortgage obligations ​ 56,390 ​ 34,471 Government-sponsored agency securities ​ 13,836 ​ 13,711 Agency commercial mortgage-backed securities ​ 22,178 ​ 30,110 SBA pool securities ​ 7,307 ​ 4,210 Total ​ $ 235,903 ​ $ 228,420 ​ ​ ​ ​ ​ ​ ​ Held-to-maturity investment securities: ​ ​ Residential government-sponsored mortgage-backed securities ​ $ 7,760 ​ $ 9,040 Obligations of states and political subdivisions ​ 1,519 ​ 2,391 Residential government-sponsored collateralized mortgage obligations ​ 169 ​ 219 Total ​ $ 9,448 ​ $ 11,650 ​ ​ 61 Table of Contents The following table sets forth the amortized cost, fair value, and weighted average yield of our investment securities by contractual maturity as of December 31, 2024.
AFS investment securities are reported at fair value, and HTM investment securities are reported at amortized cost ($ in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Available-for-sale investment securities: ​ ​ ​ ​ Residential government-sponsored mortgage-backed securities ​ $ 71,806 ​ $ 91,407 Obligations of states and political subdivisions ​ 5,778 ​ 29,705 Corporate securities ​ 6,579 ​ 15,080 Residential government-sponsored collateralized mortgage obligations ​ 63,807 ​ 56,390 Government-sponsored agency securities ​ — ​ 13,836 Agency commercial mortgage-backed securities ​ 16,965 ​ 22,178 SBA pool securities ​ 6,442 ​ 7,307 Total ​ $ 171,377 ​ $ 235,903 ​ ​ ​ ​ ​ ​ ​ Held-to-maturity investment securities: ​ ​ ​ ​ Residential government-sponsored mortgage-backed securities ​ $ 5,462 ​ $ 7,760 Obligations of states and political subdivisions ​ 1,519 ​ 1,519 Residential government-sponsored collateralized mortgage obligations ​ — ​ 169 Total ​ $ 6,981 ​ $ 9,448 ​ Debt investment securities that we have the positive intent and ability to hold to maturity are classified as HTM and are carried at amortized cost.
For additional information on 64 Table of Contents secured borrowings refer to “Item 8. Financial Statements and Supplementary Data, Note 1 –Organization and Significant Accounting Policies.” ​ Junior Subordinated Debt and Senior Subordinated Notes For information about junior subordinated debt and senior subordinated notes and their anticipated principal repayments refer to “Item 8.
Financial Statements and Supplementary Data, Note 10 –Securities Sold Under Agreements To Repurchase And Other Borrowings” in this Form 10-K. 68 Table of Contents JUNIOR SUBORDINATED DEBT AND SENIOR SUBORDINATED NOTES For information about junior subordinated debt and senior subordinated notes and their anticipated principal repayments refer to “Item 8.
In addition to our Chief Financial Officer (who is the chairman of the Asset/Liability Committee) this committee is comprised of outside directors and other senior officers of the Bank, including but not limited to our Chief Executive Officer. Investment management is performed in accordance with our investment policy, which is approved annually by the Board of Directors.
Our investment securities portfolio is managed by our CFO, who has significant experience in this area, with the concurrence of our ALCO. In addition to our CFO (who is the chairman of the ALCO) this committee is comprised of outside directors and other senior officers of the Bank, including but not limited to our CEO and Treasurer.
Total uninsured deposits as calculated per regulatory guidance were $667.1 billion, or 20.8% of total deposits, as of December 31, 2024.
Total uninsured deposits as calculated per regulatory guidance were $943 million, or 28% of total deposits at the Bank, as of December 31, 2025.
The adjustment to fair market value resulted in additional provision expense and charge-offs of $20.0 million in the fourth quarter of 2024.
The adjustment to fair market value resulted in additional provision expense and charge-offs of $20 million during the year ended December 31, 2024. The remaining portion of the portfolio of approximately $39 million remained classified as held for investment as of December 31, 2024.
In determining forecasted expected losses, we use Moody’s economic variable forecasts and apply probability weights to the related economic scenarios. We also use internal factors including loan balances, credit quality, contractual life of loans, and historical loss experience.
One of the most significant and judgmental assumptions is the selection and application of expected economic forecasts. In determining forecasted expected losses, we use Moody’s economic variable forecasts and apply probability weights to the related economic scenarios.
Investment securities AFS are carried at fair value, with unrealized gains or losses net of deferred taxes, included in accumulated other comprehensive income (loss) in stockholders’ equity. Our portfolio of AFS securities currently contains a material amount of unrealized mark-to-market adjustments due to increases in market interest rates since the original purchase of many of these securities.
Investment securities classified as AFS are those debt securities that may be sold in response to changes in interest rates, liquidity needs or other similar factors. Investment securities AFS are carried at fair value, with unrealized gains or losses net of deferred taxes, included in accumulated other comprehensive income (loss) in stockholders’ equity.
As of December 31, 2024, $113.2 million is included in loans held for sale at lower of cost or market as a result of our decision to pursue a sale of that portion of the portfolio. As of December 31, 2024 and 2023, $38.9 million and $199.3 million are included in loans held for investment.
As of December 31, 2024, $113 million was included in loans held for sale at lower of cost or market and $39 million in the consumer loans category in loans held for investment. Loans in the Consumer Program that are held for investment are included within the Consumer Loan category disclosures in in this 10-K.
Our deposits are diversified in type and by underlying customer and lack significant concentrations to any type of customer (i.e. commercial, consumer, government) or industry. Total deposits decreased 3.0% to $3.2 billion as of December 31, 2024 from $3.3 billion as of December 31, 2023.
Our deposits are diversified in type and by underlying customers and lack significant concentration in any type of customer (i.e. commercial, consumer, government) or industry. Deposits are net of excess amounts we sweep off balance sheet to manage liquidity.
We recognized no credit impairment charges related to credit losses on our HTM investment securities during 2024 and an immaterial amount in 2023. 60 Table of Contents The following table sets forth a summary of the investment securities portfolio as of the dates indicated.
We recognized no credit impairment 64 Table of Contents charges related to credit losses on our HTM investment securities during the year ended December 31, 2025.
Investment securities, AFS and HTM, totaled $245.4 million as of December 31, 2024, an increase of 2.2% from $240.1 million as of December 31, 2023, primarily due to purchases of available-for-sale securities of $43.1 million, offset by paydowns, maturities, and calls of the investments during the year. We did not sell any AFS or HTM securities during 2024 or 2023.
AFS and HTM investment securities totaled $178 million as of December 31, 2025, a decrease of 27% from $245 million as of December 31, 2024, primarily due to sale of $144 million in book value of investment securities during 2025, improvement in unrealized losses on AFS securities and paydowns, maturities, and calls of the AFS and HTM investments over the past year, partially offset by purchases of AFS securities during that time.
Our ability to attract and maintain deposits, and the effect of such retention on our cost of funds, has been, and will continue to be, significantly affected by the general economy and market rates of interest. 63 Table of Contents The following table sets forth the maturities of certificates of deposit of $100 thousand and over as of December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Within 3 to 6 6 to 12 Over 12 ​ 3 Months ​ Months ​ Months ​ Months ​ Total $ 77,796 ​ $ 66,923 ​ $ 62,582 ​ $ 31,309 ​ $ 238,610 ​ ​ Other Borrowings Other borrowings consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Total FHLB advances ​ $ — ​ $ 30,000 ​ Securities sold under agreements to repurchase ​ 3,918 ​ 3,044 ​ Total ​ $ 3,918 ​ $ 33,044 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average interest rate on FHLB advances at year end ​ — % 5.57 % ​ ​ ​ ​ ​ ​ ​ ​ For the periods ended December 31, 2024 and 2023: ​ ​ ​ Average outstanding balance ​ $ 54,492 ​ $ 49,792 ​ Average interest rate during the year ​ 5.37 % 4.32 % ​ ​ ​ ​ ​ ​ ​ ​ Maximum month-end outstanding balance ​ $ 168,677 ​ $ 33,044 ​ ​ We use other borrowed funds to support our liquidity needs and to temporarily satisfy our funding needs from increased loan demand and for other shorter term purposes.
Other borrowings consist of the following as of December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Total FHLB advances ​ $ 25,000 ​ $ — ​ Secured borrowings ​ ​ 14,773 ​ ​ 17,195 ​ Securities sold under agreements to repurchase ​ 3,552 ​ 3,918 ​ Total ​ $ 43,325 ​ $ 21,113 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average interest rate on FHLB advances at year end ​ 4.94 % — % ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ 2025 ​ ​ ​ 2024 Average outstanding balance ​ $ 43,522 ​ $ 54,492 ​ Average interest rate during the year ​ 4.98 % 5.37 % ​ ​ ​ ​ ​ ​ ​ ​ Maximum month-end outstanding balance ​ $ 184,760 ​ $ 168,677 ​ ​ We borrow funds on a short-term basis to support our liquidity needs and to temporarily satisfy our funding needs from increased loan demand and for other shorter-term purposes.
Noninterest Income The following table presents the categories of noninterest income for the years ended December 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, (dollars in thousands) 2024 2023 Change Account maintenance and deposit service fees ​ $ 5,784 ​ $ 5,733 $ 51 Income from bank-owned life insurance ​ 2,410 ​ 2,021 ​ 389 Mortgage banking income ​ 23,919 ​ 17,645 ​ 6,274 Gain on other investments ​ ​ 408 ​ ​ 184 ​ ​ 224 Gain on sale of Life Premium Finance portfolio, net of broker fees ​ ​ 4,723 ​ ​ — ​ ​ 4,723 Consumer Program income ​ ​ 4,320 ​ ​ 18,120 ​ ​ (13,800) Other noninterest income ​ 1,576 ​ 1,547 ​ 29 Total noninterest income ​ $ 43,140 ​ $ 45,250 $ (2,110) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest income decreased 4.7% to $43.1 million for the year ended December 31, 2024, compared to $45.3 million for the year ended December 31, 2023.
The Financial Condition section of this MD&A provides information on our loan portfolio, past due loans, nonperforming assets and the allowance for credit losses . 54 Table of Contents Noninterest Income The following table presents the categories of noninterest income for the years ended December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, (dollars in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change Account maintenance and deposit service fees ​ $ 5,664 ​ $ 5,784 $ (120) Income from bank-owned life insurance ​ 1,785 ​ 2,410 ​ (625) Gains on Panacea Financial Holdings investment ​ ​ 32,342 ​ ​ — ​ ​ 32,342 Mortgage banking income ​ 32,387 ​ 23,919 ​ 8,468 Gains on sale of loans ​ ​ 1,929 ​ ​ 303 ​ ​ 1,626 Gain on sale-leaseback ​ ​ 50,573 ​ ​ — ​ ​ 50,573 Loss on sales of investment securities ​ ​ (14,777) ​ ​ — ​ ​ (14,777) Gains on other investments ​ ​ 159 ​ ​ 408 ​ ​ (249) Gain on sale of Life Premium Finance portfolio, net of broker fees ​ ​ — ​ ​ 4,723 ​ ​ (4,723) Consumer Program derivative income ​ ​ 1,340 ​ ​ 4,320 ​ ​ (2,980) Other noninterest income ​ 948 ​ 1,273 ​ (325) Total noninterest income ​ $ 112,350 ​ $ 43,140 $ 69,210 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest income increased 160% to $112 million for the year ended December 31, 2025, compared to $43 million for the year ended December 31, 2024.
Third-party originated and serviced consumer loan portfolio In the second half of 2021, we partnered with a third-party (the “Third Party Originator/Servicer” or “TPOS”) to originate and service unsecured consumer loans through their proprietary point-of-sale technology (the “Consumer Program”).
The Company performed a qualitative assessment to identify any triggering events as of December 31, 2025 and determined there were not any triggering events that would indicate that it was not more likely than not that the fair value of either reporting unit was less than its carrying value. ​ 46 Table of Contents Third-party originated and serviced consumer loan portfolio In the second half of 2021, we partnered with a TPOS to originate and service unsecured consumer loans through their proprietary point-of-sale technology (the “Consumer Program”).
During the year ended December 31, 2024, that cash was redeployed to other earning assets such as investment securities and loans. The following table summarizes changes in net interest income attributable to changes in the volume of interest-earning assets and interest-bearing liabilities compared to changes in interest rates.
Yields on all of our interest bearing deposits declined meaningfully during the year ended December 31, 2025 compared to the year ended December 31, 2024, with declines of 26 to 64 basis points across the portfolio, primarily driven by the decline in benchmark borrowing rates by 75 basis points over that time. ​ ​ 53 Table of Contents The following table summarizes changes in net interest income attributable to changes in the volume of interest-earning assets and interest-bearing liabilities compared to changes in interest rates.
Noninterest Expense The following table present the major categories of noninterest expense for the years ended December 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, (dollars in thousands) 2024 2023 Change Salaries and benefits ​ $ 66,615 ​ $ 58,765 ​ $ 7,850 Occupancy expenses ​ 5,415 ​ 6,239 ​ (824) Furniture and equipment expenses ​ 7,327 ​ 6,381 ​ 946 Amortization of core deposit intangible ​ 1,265 ​ 1,269 ​ (4) Virginia franchise tax expense ​ 2,525 ​ 3,395 ​ (870) FDIC insurance assessment ​ ​ 2,549 ​ ​ 2,929 ​ ​ (380) Data processing expense ​ 10,564 ​ 9,545 ​ 1,019 Marketing expense ​ ​ 1,906 ​ ​ 1,819 ​ ​ 87 Telephone and communication expense ​ 1,312 ​ 1,507 ​ (195) (Gain) loss on bank premises and equipment and assets held for sale ​ ​ (463) ​ ​ 476 ​ ​ (939) Professional fees ​ 10,384 ​ 4,641 ​ 5,743 Goodwill impairment ​ ​ — ​ ​ 11,150 ​ ​ (11,150) Fraud losses ​ ​ 2,039 ​ ​ 3,311 ​ ​ (1,272) Miscellaneous lending expenses ​ ​ 3,280 ​ 3,006 ​ 274 Other operating expenses ​ 10,926 ​ 8,167 ​ 2,759 Total noninterest expenses ​ $ 125,644 ​ $ 122,600 ​ $ 3,044 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noninterest expenses were $125.6 million during the year ended December 31, 2024, compared to $122.6 million during the year ended December 31, 2023.
Noninterest Expense The following table present the major categories of noninterest expense for the years ended December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, (dollars in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Change Salaries and benefits ​ $ 79,059 ​ $ 66,615 ​ $ 12,444 Occupancy expenses ​ 6,864 ​ 5,415 ​ 1,449 Furniture and equipment expenses ​ 7,488 ​ 7,327 ​ 161 Amortization of core deposit intangible ​ 602 ​ 1,265 ​ (663) Virginia franchise tax expense ​ 2,307 ​ 2,525 ​ (218) FDIC insurance assessment ​ ​ 3,731 ​ ​ 2,549 ​ ​ 1,182 Data processing expense ​ 10,676 ​ 10,564 ​ 112 Marketing expense ​ ​ 2,156 ​ ​ 1,906 ​ ​ 250 Telephone and communication expense ​ 1,272 ​ 1,312 ​ (40) Professional fees ​ 10,877 ​ 10,384 ​ 493 Fraud losses ​ ​ 232 ​ ​ 2,039 ​ ​ (1,807) Miscellaneous lending expenses ​ ​ 2,599 ​ 3,280 ​ (681) Other operating expenses ​ 11,072 ​ 10,463 ​ 609 Total noninterest expenses ​ $ 138,935 ​ $ 125,644 ​ $ 13,291 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The higher salaries and benefits expense of $12 million for the year ended December 31, 2025 compared to the same period in 2024 was driven primarily due to additions of several lending teams at PMC, one of which is the top mortgage originator in the Nashville, TN market and the other is the fourth ranked VA lender in the country.
Investment Securities Our investment securities portfolio provides us with required liquidity and collateral to pledge to secure public deposits, certain other deposits, advances from the FHLB of Atlanta, and repurchase agreements. Our investment securities portfolio is managed by our Chief Financial Officer, who has significant experience in this area, with the concurrence of our Asset/Liability Committee.
As of December 31, 2025, 94% of the outstanding principal balance was current, resulting in 148% coverage by the aggregate allowance and discount of the non-current principal balances. ​ ​ 63 Table of Contents INVESTMENT SECURITIES Our investment securities portfolio provides us with required liquidity and collateral to pledge to secure public deposits, certain other deposits, advances from the FHLB, and repurchase agreements.
The provision in both years was driven by the Consumer Program portfolio that had provisions of $40.0 million and $29.4 million during the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2025 and 2024, we had provision for credit losses of $12 million and $51 million, respectively. Decline in provision for credit losses for the year ended December 31, 2025 compared to December 31, 2024 was driven by higher provisions in 2024 primarily related to the Consumer Program loans.

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