FRST Pengajuan SEC - Primis Financial Corp.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Primis Financial Corp.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 13, 2025	EX-FILING FEES	Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Primis Financial Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.01 par value 457(a) 600,000 $ 11.03 $ 6,618,000.00 0.0001531 $ 1,013.22 Total Offering Amount
August 13, 2025	S-8	As filed with the Securities and Exchange Commission on August 13, 2025 File No. 333-________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIMIS FINANCIAL CO As filed with the Securities and Exchange Commission on August 13, 2025 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 20-1417448 (I.R.S Employer
August 11, 2025	EX-99.2	Second Quarter 2025 NASDAQ: FRST Exhibit 99.2 Second Quarter 2025 NASDAQ: FRST This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All st
August 11, 2025	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2025 PRIMIS FINANCIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
August 11, 2025	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 24, 2025 McLean, Virginia, July 24, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh
August 11, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S.
July 24, 2025	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 24, 2025 McLean, Virginia, July 24, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh
July 24, 2025	EX-99.2	Second Quarter 2025 NASDAQ: FRST Exhibit 99.2 Second Quarter 2025 NASDAQ: FRST This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All st
July 24, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Primis Financial Co UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi
July 7, 2025	EX-3.1	Articles of Amendment to Articles of Incorporation of Primis Financial Corp. (effective as of July 2, 2025) Exhibit 3.1    ARTICLES OF AMENDMENT OF PRIMIS FINANCIAL CORP.   The undersigned corporation, pursuant to Title 13.1. Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth:   1.             The corporation hereby amends its Articles of Incorporation as follows:   RESOLVED, that the Articles of Incorporation shall be amended by Article 8.A
July 7, 2025	EX-3.2	Second Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s Current Report on Form 8-K filed on July 2, 2025) Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF PRIMIS FINANCIAL CORP. TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Registered Office and Registered Agent 1 1.2 Other Offices 1 Article II SHAREHOLDERS’ MEETINGS 1 2.1 Meeting Place 1 2.2 Annual Meeting 1 2.3 Organization 1 2.4 Special Meetings 1 2.5 Notice 2 2.6 Postponement 2 2.7 Record List of Shareholders 2 2.8 Quorum; Actions of Shareholder
July 7, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil
June 30, 2025	11-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the
June 27, 2025	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p
June 27, 2025	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fi
May 23, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin
May 16, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
May 14, 2025	8-K/A	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
May 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S.
May 14, 2025	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the First Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the First Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, April 29, 2025 McLean, Virginia, April 29, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh
May 14, 2025	EX-99.2	Primis Financial Corp. Reports Deconsolidation of Panacea Records Pre-Tax Gain of Approximately $24.6 million Exhibit 99.2 Primis Financial Corp. Reports Deconsolidation of Panacea Records Pre-Tax Gain of Approximately $24.6 million For immediate release Monday, May 13, 2025 McLean, Virginia, May 13, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today reported that it has deconsolidated Panacea Financial Holdings (“PFH”) effective March 31, 2025. Accordingly, the Company will be
May 13, 2025	NT 10-Q	FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 29, 2025	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, January 28, 2025 McLean, Virginia, January 28, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported a net loss available to comm
April 29, 2025	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F
April 29, 2025	EX-99.2	Fourth Quarter 2024 NASDAQ: FRST Exhibit 99.2 Fourth Quarter 2024 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All stat
April 29, 2025	EX-4.5	Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of April 15, 2025, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our
April 29, 2025	8-K/A	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissi
April 29, 2025	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the First Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the First Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, April 29, 2025 McLean, Virginia, April 29, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh
April 29, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
April 29, 2025	EX-19	Insider Trading Policy Exhibit 19 INSIDER TRADING POLICY Statement of Policy Regarding Trading in Company Securities Primis Financial Corp.
April 29, 2025	EX-21.0	Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Panacea Financial Holdings, Inc. Connecticut North Carolina Arkansas
April 29, 2025	EX-10.15	Executive Employment Agreement, dated as of January 27, 2025, by and between Ryan Lysaght Gorney and Primis Financial Corp. ‌ Exhibit 10.15 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 27th day of January, 2025, by and among PRIMIS FINANCIAL CORP.., a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and Ryan Lysaght
April 29, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS
April 14, 2025	EX-99.1	Primis Financial Corp. Announces Receipt of Stay Extension Exhibit 99.1 Primis Financial Corp. Announces Receipt of Stay Extension For immediate release April 14, 2025 McLean, Virginia, April 14, 2025 – As previously disclosed on the Form 8-K dated April 9, 2025, Primis Financial Corp. (NASDAQ: FRST) (the “Company”), submitted a hearing request (“Hearing Request”) to The Nasdaq Stock Market LLC (“Nasdaq”) appealing Nasdaq’s delisting determination and req
April 14, 2025	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission F
April 9, 2025	EX-99.1	Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-K Filing Exhibit 99.1 Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-K Filing For immediate release April 9, 2025 McLean, Virginia, April 9, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) announced today that, as expected, it received a notice on April 3, 2025 (the “Notice”) from Nasdaq indicating that the Company is not in compliance with Nasdaq Listing Rule 5
April 9, 2025	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi
April 3, 2025	NT 10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 2) NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 1, 2025	NT 10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 17, 2025	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
January 28, 2025	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, January 28, 2025 McLean, Virginia, January 28, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported a net loss available to comm
January 28, 2025	EX-99.2	Fourth Quarter 2024 NASDAQ: FRST Exhibit 99.2 Fourth Quarter 2024 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All stat
January 28, 2025	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission
December 20, 2024	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio
December 19, 2024	EX-99.1	Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program and Compliance with Nasdaq Listing Rules Exhibit 99.1 Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program and Compliance with Nasdaq Listing Rules For immediate release Thursday, December 19, 2024 McLean, Virginia, December 19, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), today announced that the board of directors of the Company (the “Board”) approved a stock repurchase program for u
December 19, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissio
December 11, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.
December 11, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S.
November 27, 2024	EX-99.1	Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-Q Filing Exhibit 99.1 Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-Q Filing For immediate release November 27, 2024 McLean, Virginia, November 27, 2024 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) announced today that, as expected, it received a notice (the “Additional Notice”) from Nasdaq indicating that the Company remains noncompliant with Nasdaq Listing Rule
November 27, 2024	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio
November 13, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
November 8, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or ot
November 8, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
November 6, 2024	EX-99.1	PRIMIS FINANCIAL CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 PRIMIS FINANCIAL CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On October 31, 2024, Primis Bank (the “Bank”), a wholly-owned subsidiary of Primis Financial Corp. (the “Company”), completed the first closing of its previously announced sale of its Life Premium Finance divison to EverBank, N.A. (“EverBank”). The second closing and full transfer of the business,
November 6, 2024	8-K	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
November 6, 2024	EX-2.1	Purchase and Assumption Agreement, dated October 24, 2024 by and between Primis Bank and EverBank, National Association. Exhibit 2.1 PURCHASE AND ASSUMPTION AGREEMENT FOR THE PRIMIS LIFE LENDING BUSINESS by and between EVERBANK, NATIONAL ASSOCIATION and PRIMIS BANK Date October 24, 2024 TABLE OF CONTENTS Page Article I Definitions 1 1.1 Definitions 1 1.2 Principles of Construction 6 1.3 Schedules 6 Article II Purchase and Assumption 7 2.1 First and Second Closings 7 2.2 First Closing - Purchase and Sale of the Exist
November 1, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other ju
October 25, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other j
October 25, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S.
October 24, 2024	EX-99.2	Third Quarter 2024 NASDAQ: FRST Exhibit 99.2 Third Quarter 2024 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All state
October 24, 2024	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
October 24, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission
October 24, 2024	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the Third Quarter of 2024 Announces Sale of Life Premium Finance Division Announces Expansion of Mortgage Warehouse Lending Team Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Third Quarter of 2024 Announces Sale of Life Premium Finance Division Announces Expansion of Mortgage Warehouse Lending Team Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, October 24, 2024 McLean, Virginia, October 24, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”),
October 24, 2024	EX-99.1	Primis Financial Corp. Announces Receipt of Stay Extension Exhibit 99.1 Primis Financial Corp. Announces Receipt of Stay Extension For immediate release October 24, 2024 McLean, Virginia, October 24, 2024 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today announced it received a notice from Nasdaq indicating that the temporary stay of delisting of the Company’s common stock has been extended pending a hearing before the Nasdaq Hearin
October 17, 2024	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
October 17, 2024	EX-16.1	Letter dated October 17, 2024 from Forvis Mazars, LLP to the Securities and Exchange Commission Exhibit 16.1 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated October 17, 2024 of Primis Financial Corp. and are in agreement with the statements contained therein with respect to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Forvis Mazars, LLP Ty
October 15, 2024	EX-10.16	Executive Employment Agreement, dated as of October 25, 2023, by and among Rickey Allen Fulk, Primis Financial Corp. and Primis Bank Exhibit 10.16 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 25th day of October, 2023, by and among PRIMIS FINANCIAL CORP.., a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and RICKEY ALLEN F
October 15, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS
October 15, 2024	EX-10.15	Amendment to Performance-Based Restricted Stock Unit Award Agreement, dated as of December 15, 2022, by and between Dennis J. Zember and Primis Financial Corp., effective as of October 26, 2023 Exhibit 10.15 AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of December 15, 2022, by and between Dennis J. Zember, Jr. (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of October 26, 2023 (the “Effective Date”). WITNESSETH WHEREA
October 15, 2024	EX-4.5	Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 7, 2024, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our c
October 15, 2024	EX-21	Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Panacea Financial Holdings, Inc. Connecticut North Carolina Arkansas
October 15, 2024	EX-10.14	Amendment to Performance-Based Restricted Stock Unit Award Agreement, dated as of September 1, 2021, by and between Dennis J. Zember and Primis Financial Corp., effective as of October 26, 2023 Exhibit 10.14 AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of September 1, 2021, by and between Dennis J. Zember, Jr. (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of October 26, 2023 (the “Effective Date”). WITNESSETH WHEREA
October 15, 2024	EX-97	Primis Financial Corp. Clawback Policy, adopted by the Board of Directors on November 28, 2023 Exhibit 97 PRIMIS FINANCIAL CORP. INCENTIVE COMPENSATION RECOVERY POLICY 1.0 General 1.1 Primis Financial Corp. (the “Company”) has adopted this Incentive Compensation Recovery Policy (the “Policy”) in accordance with the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”) and Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent this P
October 9, 2024	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
October 9, 2024	EX-99.1	Primis Financial Corp. Provides Progress Report on Filings and Compliance with Nasdaq Listing Requirements Exhibit 99.1 Primis Financial Corp. Provides Progress Report on Filings and Compliance with Nasdaq Listing Requirements For immediate release October 9, 2024 McLean, Virginia, October 9, 2024 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today provided an update on its delinquent filings and process for regaining compliance with Nasdaq listing requirements. On October 4, 2024,
October 4, 2024	EX-10.14	Amended and Restated Employment Agreement, dated as of December 20, 2022, by and between Dennis J. Zember, Jr. and Primis Financial Corp. Exhibit 10.14 THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 20th day of December, 2022, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the “Bancorp”), PRIMIS BANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the
October 4, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:
October 4, 2024	EX-99.1	Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2021 (unaudited) and Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2020 together with Report of Independent Registered Public Accounting Firm thereon as of and for the years ended December 31, 2020; a former mortgage affiliate of the Company. Exhibit 99.1 UNAUDITED FINANCIAL STATEMENT FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2021 SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheet (Unaudited) 1-2 Statement of Operations (Unaudited) 3 Statement of Changes in Members' Equity (Unaudited) 4 Statement of Cash Flows (Unaudited) 5-6 Notes to Financial Statements (Unaudited)
October 4, 2024	EX-21.0	Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Connecticut North Carolina
October 4, 2024	EX-4.5	Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 6, 2023, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our c
September 23, 2024	EX-16.1	Letter dated September 23, 2024 from Forvis Mazars, LLP to the Securities and Exchange Commission. Exhibit 16.1 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated September 23, 2024 of Primis Financial Corp. and are in agreement with the statements contained therein with respect to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Forvis Mazars, LLP
September 23, 2024	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissi
September 12, 2024	8-K	Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio
September 12, 2024	EX-7.1	Letter dated September 12, 2024 from Forvis Mazars, LLP to the Securities and Exchange Commission. Exhibit 7.1 Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.02 of Form 8-K, for the event that occurred on September 9, 2024, to be filed by Primis Financial Corp. We agree with the statements made in response to that Item insofar as they relate to our Firm. /s/ Forvis Mazars, LLP Tysons, Virginia September
August 27, 2024	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
August 27, 2024	EX-99.1	Primis Financial Corp. Announces Notification of Delinquency with Nasdaq Exhibit 99.1 Primis Financial Corp. Announces Notification of Delinquency with Nasdaq For immediate release August 27, 2024 McLean, Virginia, August 27, 2024 – On August 21, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received an expected delinquency notification letter (the “Letter”) from Nasdaq’s Listing Qualifications Department which indicated that the Company was n
August 12, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 12, 2024	EX-99.1	Primis Financial Corp. Provides Update on Delayed Filing Process EX-99.1 2 tm2421467d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Primis Financial Corp. Provides Update on Delayed Filing Process For immediate release Monday, August 12, 2024 McLean, Virginia, August 12, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today provided an update on its consultation process with the Office
August 12, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
July 25, 2024	EX-99.1	Primis Financial Corp. Reports Preliminary Earnings Per Share for the Second Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Preliminary Earnings Per Share for the Second Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 25, 2024 McLean, Virginia, July 25, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported preliminary results f
July 25, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi
June 28, 2024	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p
May 22, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 PRIMIS FINANCIAL COR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil
May 22, 2024	EX-99.1	Primis Financial Corp. Announces Notification of Delinquency with Nasdaq Exhibit 99.1 Primis Financial Corp. Announces Notification of Delinquency with Nasdaq For immediate release May 22, 2024 McLean, Virginia, May 22, 2024 – On May 16, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received an expected delinquency notification letter (the “Letter”) from Nasdaq’s Listing Qualifications Department which indicated that the Company was not in com
May 13, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 25, 2024	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission F
April 25, 2024	EX-99.1	Primis Financial Corp. Reports Preliminary Earnings Per Share for the First Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Preliminary Earnings Per Share for the First Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, April 25, 2024 McLean, Virginia, April 25, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported preliminary results
April 9, 2024	8-K	Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fi
April 9, 2024	EX-99.1	Primis Financial Corp. Announces Notification of Delinquency with Nasdaq Exhibit 99.1 Primis Financial Corp. Announces Notification of Delinquency with Nasdaq For immediate release Tuesday, April 9, 2024 McLean, Virginia, April 9, 2024 – On April 4, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received a letter (the “Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, as a result of not having timely filed its Annual Report
April 1, 2024	NT 10-K/A	SEC FILE NUMBER 001-33037 SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 18, 2024	NT 10-K	SEC FILE NUMBER 001-33037 SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 1, 2024	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio
February 9, 2024	SC 13G/A	FRST / Primis Financial Corp. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Primis Financial Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 74167B109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this
January 26, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission
January 26, 2024	EX-99.1	Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2023 Announces Investment in Panacea Financial Holdings, Inc. Declares Quarterly Cash Dividend of $0.10 Per Share Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2023 Announces Investment in Panacea Financial Holdings, Inc. Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, January 25, 2024 McLean, Virginia, January 25, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank
January 26, 2024	EX-99.2	Fourth Quarter 2023 NASDAQ: FRST Exhibit 99.2 Fourth Quarter 2023 NASDAQ: FRST This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All stat
December 21, 2023	EX-99.1	Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program Exhibit 99.1 Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program MCLEAN, Va., Dec. 21, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), today announced that the board of directors of the Company (the "Board") approved a new stock repurchase program for up to 740,600 of the outstanding shares of the Company's common stock (the "Stock Re
December 21, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio
November 16, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
November 9, 2023	EX-99.2	This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Third Quarter 2023 Exhibit 99.2 NASDAQ: FRST This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
November 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.
November 9, 2023	EX-99.1	Primis Financial Corp. Issues Revised Results for the Third Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Issues Revised Results for the Third Quarter of 2023 MCLEAN, Va., Nov. 9, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today amended its previously announced financial results for the three and nine months ended September 30, 2023. Revised results reflect a non-c
November 9, 2023	8-K/A	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissi
October 26, 2023	EX-99.2	This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Third Quarter 2023 NASDAQ: FRST Exhibit 99.2 This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
October 26, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission
October 26, 2023	EX-99.1	Primis Financial Corp. Reports 55% Increase in Diluted Earnings per Share for the Third Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Reports 55% Increase in Diluted Earnings per Share for the Third Quarter of 2023 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Oct. 26, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income of $7.6 million for the quarter ended
October 4, 2023	EX-99.1	Primis Financial Corp. Announces Promotion of Rick A. Fulk to President of Primis Bank Exhibit 99.1 Primis Financial Corp. Announces Promotion of Rick A. Fulk to President of Primis Bank MCLEAN, Va., Oct. 4, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today announced that Rick A. Fulk has been promoted to President of Primis Bank effective October 2, 2023. Dennis J. Zember, Jr., Pre
October 4, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 04, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission
August 17, 2023	8-K/A	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
August 9, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S.
July 27, 2023	EX-99.2	This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Second Quarter 2023 NASDAQ: FRST Exhibit 99.2 PRIMIS This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All sta
July 27, 2023	EX-99.1	Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the Second Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the Second Quarter of 2023 Announces Cost Saving Initiative Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., July 27, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported a net loss of $0.2 m
July 27, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi
June 28, 2023	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p
May 26, 2023	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil
May 10, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S.
April 28, 2023	EX-99	Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the First Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the First Quarter of 2023 Successfully Deployed New Digital Platform at Scale Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., April 27, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported n
April 28, 2023	EX-99	This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act First Quarter 2023 NASDAQ: FRST Exhibit 99.2 This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
April 28, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F
April 13, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
March 17, 2023	EX-99	First Quarter of 2023 — Update as to Mid-Quarter Results Exhibit 99.1 First Quarter of 2023 — Update as to Mid-Quarter Results For immediate release Monday, March 13, 2023 MCLEAN, Va., March 13, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported several mid-quarter results associated driven by various deposit growth strategies. Speaking about th
March 17, 2023	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F
March 15, 2023	EX-21.0	Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Connecticut North Carolina
March 15, 2023	EX-10.14	Amended and Restated Employment Agreement, dated as of December 20, 2022, by and between Dennis J. Zember, Jr. and Primis Financial Corp. (incorporated herein by reference to Exhibit 10.14 to Primis Financial Corp.’s Annual Report on Form 10-K filed on March 15, 2023) Exhibit 10.14 THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 20th day of December, 2022, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the “Bancorp”), PRIMIS BANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the
March 15, 2023	EX-99.1	Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2021 (unaudited) and Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2020 together with Report of Independent Registered Public Accounting Firm thereon as of and for the years ended December 31, 2020; a former mortgage affiliate of the Company. Exhibit 99.1 UNAUDITED FINANCIAL STATEMENT FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2021 SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheet (Unaudited) 1-2 Statement of Operations (Unaudited) 3 Statement of Changes in Members' Equity (Unaudited) 4 Statement of Cash Flows (Unaudited) 5-6 Notes to Financial Statements (Unaudited)
March 15, 2023	EX-4.5	Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 6, 2023, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our c
March 15, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS
February 6, 2023	SC 13G/A	FRST / Primis Financial Corp. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Primis Financial Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 74167B109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box
February 6, 2023	SC 13G/A	FRST / Primis Financial Corp. / BANC FUNDS CO LLC - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Primis Financial Corporation (Name of Issuer) COMMON STOCK (Title of Class of Securities) 74167B109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t
January 26, 2023	EX-99.1	Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Fourth Quarter of 2022 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Fourth Quarter of 2022 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Jan. 26, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income from continuing
January 26, 2023	EX-99.2	This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Fourth Quarter 2022 NASDAQ: FRST Exhibit 99.2 This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
January 26, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
January 18, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
December 19, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissio
November 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.
October 27, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 27, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission
October 27, 2022	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Third Quarter 2022 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
October 27, 2022	EX-99.1	Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Third Quarter of 2022 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Third Quarter of 2022 Adoption of Stock Repurchase Program Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Oct. 27, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today
August 9, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 28, 2022	EX-99.1	Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Second Quarter of 2022 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Second Quarter of 2022 Completed the Previously Announced Acquisition of SeaTrust Mortgage Company Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., July 28, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned sub
July 28, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 28, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File N
July 28, 2022	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Second Quarter 2022 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
June 28, 2022	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 6, 2022	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil
June 6, 2022	EX-16.1	Letter from FORVIS, LLP dated June 6, 2022 ? Exhibit 16.1 ? June 6, 2022 ? ? U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 ? ? Ladies and Gentlemen: ? We have read Item 4.01 of Form 8-K dated June 6, 2022, of Primis Financial Corp. and are in agreement with the statements therein concerning Dixon Hughes Goodman LLP, BKD, LLP and FORVIS, LLP. We have no basis to agree or disagree with other statements of the
June 1, 2022	EX-99.1	Primis Announces Completion of Acquisition of SeaTrust Mortgage Company Exhibit 99.1 Primis Announces Completion of Acquisition of SeaTrust Mortgage Company GLEN ALLEN, Va., June 1, 2022 /PRNewswire/ - Primis Bank (the "Bank"), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), has completed its acquisition, effective May 31, 2022, of SeaTrust Mortgage Company ("SeaTrust"). With the closing of the acquisition, SeaTrust no
June 1, 2022	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (amendment no. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorpor
June 1, 2022	EX-10.1	Stock Purchase Agreement dated April 28, 2022 by and among SeaTrust Mortgage Company, Community First Bank, Inc. and Primis Bank (incorporated herein by reference to Exhibit 10.1 to Primis Financial Corp.’s Current Report on Form 8-K/A filed on June 1, 2022) Exhibit 10.1 Execution Version STOCK PURCHASE AGREEMENT by and among COMMUNITY FIRST BANK, INC., SEATRUST MORTGAGE COMPANY and PRIMIS BANK Dated as of April 28, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions 1 1.01 Definitions 1 1.02 Interpretation 13 ARTICLE II Purchase and Sale, Purchase Price, Allocation and Other Related Matters 14 2.01 Purchase and Sale 14 2.02 Purchase Price. 14 2.03 With
June 1, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): June 1, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File Nu
May 27, 2022	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 26, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File Nu
May 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 3, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 28, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File
May 3, 2022	EX-1.1	Stock Purchase Agreement dated April 28, 2022 by and among SeaTrust Mortgage Company, Community First Bank, Inc. and Primis Bank* EX-1.1 2 frst-ex119.htm EX-1.1 Exhibit 1.01 STOCK PURCHASE AGREEMENT by and among COMMUNITY FIRST BANK, INC., SEATRUST MORTGAGE COMPANY and PRIMIS BANK Dated as of April 28, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions 1 1.01 Definitions 1 1.02 Interpretation 13 ARTICLE II Purchase and Sale, Purchase Price, Allocation and Other Related Matters 14 2.01 Purchase and Sale 14 2.02 Purchase Price.
April 28, 2022	EX-99.1	Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations of $0.19 for the First Quarter of 2022 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations of $0.19 for the First Quarter of 2022 Announces Signing of a Definitive Agreement to Acquire SeaTrust Mortgage Company Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., April 28, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wh
April 28, 2022	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act First Quarter 2022 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
April 28, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 28, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File
April 15, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) DEF 14A 1 tmb-20220526xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commissi
March 14, 2022	EX-10.13	Executive Employment Agreement, dated as of June 16, 2021, by and between Tyler Stafford and Primis Financial Corp. (incorporated herein by reference to Exhibit 10.13 to Primis Financial Corp.’s Annual Report on Form 10-K filed on March 14, 2021) Exhibit 10.13 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 16th day of June, 2021, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and TYLER STAFFO
March 14, 2022	EX-4.5	Description of Registrant’s Securities ? Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of March 4, 2022, Primis Financial Corp. (?PRIMIS?) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. ? DESCRIPTION OF COMMON STOCK The following description of the terms and provisions
March 14, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 14, 2022	EX-21.0	Subsidiaries of the Registrant Exhibit 21.0 ? Subsidiaries of Primis Financial Corp. ? ? ? ? ? Subsidiary State of Incorporation ? ? ? Primis Bank ? Virginia Eastern Virginia Statutory Trust I ? Connecticut ?
March 14, 2022	EX-10.14	Executive Employment Agreement, dated as of September 13, 2021, by and between Ann-Stanton C. Gore and Primis Financial Corp. (incorporated herein by reference to Exhibit 10.14 to Primis Financial Corp.’s Annual Report on Form 10-K filed on March 14, 2021) Exhibit 10.14 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 13th day of September, 2021, by and among Primis Financial Corp., a Virginia corporation (the "Bancorp"), Primis, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and Ann-Stanton C
March 14, 2022	EX-99.1	Financial Statements of Southern Trust Mortgage, LLC as of and for the year ended December 31, 2021 (unaudited) and Financial Statements of Southern Trust Mortgage, LLC as of and for the years ended December 31, 2020 and 2019 together with Report of Independent Registered Public Accounting Firm thereon as of and for the years ended December 31, 2020 and 2019; a former mortgage affiliate of the Company. ? ? UNAUDITED FINANCIAL STATEMENT FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2021 ? ? ? SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheet (Unaudited) 1-2 Statement of Operations (Unaudited) 3 Statement of Changes in Members' Equity (Unaudited) 4 Statement of Cash Flows (Unaudited) 5-6 Notes to Financial Statements (Unaudited) 7-2
February 9, 2022	SC 13G/A	FRST / Primis Financial Corp. / BANC FUNDS CO LLC - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Primis Financial Corporation (Name of Issuer) COMMON STOCK (Title of Class of Securities) 74167B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which
February 7, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2022 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission
February 4, 2022	SC 13G	FRST / Primis Financial Corp. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Southern National Bancorp of Virginia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74167B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur
January 27, 2022	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Fourth Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
January 27, 2022	EX-99.1	Reports Diluted Earnings per Share from Continuing Operations of $0.31 for the Fourth Quarter of 2021 Exhibit 99.1 Reports Diluted Earnings per Share from Continuing Operations of $0.31 for the Fourth Quarter of 2021 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Jan. 27, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income of $7.7 million for the quarter ended D
January 27, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): January 27, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil
November 9, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
October 28, 2021	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Third Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
October 28, 2021	EX-99.1	Primis Financial Corp. Reports Diluted Earnings per Share from Continuing Operations of $0.25 for the Third Quarter of 2021 Exhibit 99.1 Primis Financial Corp. Reports Diluted Earnings per Share from Continuing Operations of $0.25 for the Third Quarter of 2021 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Oct. 28, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank (the "Bank"), today reported net income of $3.9 million fo
October 28, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 28, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil
September 23, 2021	EX-99.1	Primis Financial Corp. Announces Sale of Minority Interest in Southern Trust Mortgage, LLC Exhibit 99.1 Primis Financial Corp. Announces Sale of Minority Interest in Southern Trust Mortgage, LLC Contact: Dennis J. Zember Jr., CEO Phone: 804-997-2406 Primis Financial Corp., NASDAQ Symbol FRST Website: www.primisbank.com For immediate release Glen Allen, VA, September 23, 2021 ? Primis Bank (the ?Bank?), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ: FRST) (?Primis? or the
September 23, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissi
August 9, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 29, 2021	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act Second Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
July 29, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 29, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File N
July 29, 2021	EX-99.1	Primis Financial Corp. Reports Diluted Earnings per Share of $0.42 for the Second Quarter of 2021 Exhibit 99.1 Primis Financial Corp. Reports Diluted Earnings per Share of $0.42 for the Second Quarter of 2021 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., July 29, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank (the "Bank"), today reported net income of $10.3 million for the quarter ended June
June 29, 2021	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p
June 15, 2021	EX-99.1	Primis Financial Corp. Announces Appointment of New Board Members Allen Jones and John Eggemeyer Exhibit 99.1 Primis Financial Corp. Announces Appointment of New Board Members Allen Jones and John Eggemeyer MCLEAN, Va., June 15, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank, announced today that it has appointed Dr. Allen R. Jones and Mr. John M. Eggemeyer to its Board of Directors. Dr. Allen R. Jones, Jr.is
June 15, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): June 15, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File N
June 2, 2021	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil
May 10, 2021	EX-10.3	Executive Employment Agreement, dated as of January 10, 2021, by and between Matthew Switzer and Primis Financial Corp. (formerly Southern National) (incorporated herein by reference to Exhibit 10.3 to Primis Financial Corp.’s Quarterly Report on Form 10-Q filed on May 10, 2021) Exhibit 10.3 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 10th day of January, 2021, by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the "Bancorp"), SONABANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''
May 10, 2021	EX-10.1	Executive Employment Agreement, dated as of April 29, 2020, by and between Stephen B. Weber and Primis Financial Corp. (formerly Southern National) (incorporated herein by reference to Exhibit 10.1 to Primis Financial Corp.’s Quarterly Report on Form 10-Q filed on May 10, 2021) Exhibit 10.1 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 29th day of April, 2020, by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the "Bancorp"), SONABANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''),
May 10, 2021	10-Q	Quarterly Report - 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 10, 2021	EX-10.2	Change in Control Severance Agreement, dated as of June 1, 2020, by and between Mike Tyler and Primis Financial Corp. (formerly Southern National) (incorporated herein by reference to Exhibit 10.2 to Primis Financial Corp.’s Quarterly Report on Form 10-Q filed on May 10, 2021) Exhibit 10.2 ? CHANGE-IN-CONTROL SEVERANCE AGREEMENT ? This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this ?Agreement?) is made and entered into this 1st day of June, 2020 by and by and between (i) Southern National Bancorp of Virginia, Inc. (the ?Company?) and Sonabank (the ?Bank?) (collectively, the Company and the Bank shall be referred to as the ?Employer?), and Mike Tyler (?Employee?), to be eff
April 29, 2021	EX-99.1	Primis Financial Corp. Reports Diluted Earnings per Share of $0.38 for the First Quarter of 2021 Exhibit 99.1 Primis Financial Corp. Reports Diluted Earnings per Share of $0.38 for the First Quarter of 2021 Announces Fourth Quarter Launch of Digital Bank Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., April 29, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank (the "Bank"), today reported net inc
April 29, 2021	EX-99.2	This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act First Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
April 29, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 29, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File
April 16, 2021	DEF 14A	- DEF 14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Primis Financial Corp.
April 16, 2021	CORRESP	April 16, 2021 CORRESP 1 filename1.htm April 16, 2021 VIA EDGAR FILING and E-MAIL: [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: David Lin Re: Primis Financial Corp. Registration Statement on Form S-3 File No. 333-255045 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act
April 5, 2021	EX-25.2	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Subordinated Indenture.*** EX-25.2 6 tm2112001d1ex25-2.htm EXHIBIT 25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wil
April 5, 2021	EX-25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 under the Senior Indenture.*** EX-25.1 5 tm2112001d1ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wil
April 5, 2021	S-3	- FORM S-3 As filed with the Securities and Exchange Commission on April 5, 2021 Registration No.
March 31, 2021	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission F
March 31, 2021	EX-99.1	Southern National Bancorp of Virginia, Inc. is now Primis Financial Corp. Sonabank is now Primis Bank Stock Trading Symbol to Change from “SONA” to “FRST” EX-99.1 4 tm2111375d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Southern National Bancorp of Virginia, Inc. is now Primis Financial Corp. Sonabank is now Primis Bank Stock Trading Symbol to Change from “SONA” to “FRST” For immediate release McLean, Virginia, March 31, 2021 – Southern National Bancorp of Virginia, Inc. (the “Company”) (NASDAQ: SONA), the parent of Sonabank, today announced that it has ch
March 31, 2021	EX-3.2	Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s Current Report on Form 8-K filed on June 30, 2021) Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PRIMIS FINANCIAL CORP. TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Registered Office and Registered Agent 1 1.2 Other Offices 1 Article II SHAREHOLDERS? MEETINGS 1 2.1 Meeting Place 1 2.2 Annual Meeting 1 2.3 Organization 1 2.4 Special Meetings 2 2.5 Notice 2 2.6 Postponement 2 2.7 Record List of Shareholders 2 2.8 Quorum; Actions of Shareholders 2 2.9
March 31, 2021	EX-3.1	Articles of Amendment to the Articles of Incorporation dated March 31, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021) Exhibit 3.1 ARTICLES OF AMENDMENT OF SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. Pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, the undersigned corporation executes the following Articles of Amendment: 1. The name of the corporation is Southern National Bancorp of Virginia, Inc (the “Corporation”). 2. The Articles of Incorporation of the Corporation are hereby amended by de
March 16, 2021	EX-21.0	Subsidiaries of the Registrant Exhibit 21.0 ? Subsidiaries of Southern National Bancorp of Virginia, Inc. ? ? Subsidiary State of Incorporation ? ? ? Sonabank ? Virginia Eastern Virginia Statutory Trust I ? Connecticut ?
March 16, 2021	10-K	Annual Report - 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 16, 2021	EX-4.5	Description of Registrant’s Securities ? Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of March 5, 2021, Southern National Bancorp of Virginia, Inc. (?SONA?) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. ? DESCRIPTION OF COMMON STOCK The following description of the te
March 16, 2021	EX-99.1	Financial Statements of Southern Trust Mortgage, LLC. for the years ended December 31, 2020, 2019 and 2018 together with Independent Auditor’s Reports thereon; a mortgage affiliate of the company. Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 Assurance \| Tax \| Advisory ? ? SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS ? ? ? Page INDEPENDENT AUDITORS? REPORT 1?2 ? ? FINANCIAL STATEMENTS ? Balance Sheets 3 Statements of Operations 4 Statements of Changes in Me
February 23, 2021	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated February 23, 2021, with respect to the Common Stock, par value $0.01 per share, of Southern National Bancorp of Virginia, Inc., a Virginia corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions
February 23, 2021	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 843395104 (CUSIP Number) Castle Creek Capital Partners IV, LP 6051 El Tordo P.O. Box 1329 Rancho Santa Fe, CA 92067 858-756-8300 Copy to: John M. Egg
February 9, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Southern National Bancorp of Virginia,Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Southern National Bancorp of Virginia,Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 843395104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat
January 28, 2021	EX-99.1	Southern National Bancorp of Virginia, Inc. Announces Earnings for the Fourth Quarter of 2020 Exhibit 99.1 Southern National Bancorp of Virginia, Inc. Announces Earnings for the Fourth Quarter of 2020 Southern National Bancorp of Virginia, Inc. Announces Rebranding Initiatives and the Proposed Name Changes to Primis Financial Corp. and Primis Bank Southern National Bancorp of Virginia, Inc. Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Jan. 28, 2021 /PRNewswire/ - Southe
January 28, 2021	EX-99.2	Forward-Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Sectio NASDAQ\|SONA Fourth Quarter 2020 Exhibit 99.2 Forward-Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
January 28, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): January 28, 2021 Southern National Bancorp of Virginia, Inc. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorpora
January 11, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2021 Southern National Bancorp of Virginia, Inc. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incor
January 11, 2021	EX-99.1	Southern National Bancorp of Virginia, Inc., NASDAQ Symbol SONA Exhibit 99.1 Contacts: Address: Dennis J. Zember, Jr., President and CEO Southern National Bancorp of Virginia, Inc. Phone: 804-997-2406 6830 Old Dominion Drive McLean, VA 22101 Southern National Bancorp of Virginia, Inc., NASDAQ Symbol SONA Website: www.sonabank.com Southern National Bancorp of Virginia, Inc. announces management changes. For immediate release Monday, January 11, 2021 McLean, Vir
December 18, 2020	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 843395104 (CUSIP Number) Castle Creek Capital Partners IV, LP 6051 El Tordo P.O. Box 1329 Rancho Santa Fe, CA 92067 858-756-8300 Copy to: John M. Egg
November 19, 2020	SC 13D/A	SONA / Southern National Bancorp of Virginia, Inc. / CASTLE CREEK CAPITAL PARTNERS IV, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 843395104 (CUSIP Number) Castle Creek Capital Partners IV, LP 6051 El Tordo P.O. Box 1329 Rancho Santa Fe, CA 92067 858-756-8300 Copy to: John M. Egg
November 10, 2020	SC 13D/A	SONA / Southern National Bancorp of Virginia, Inc. / CASTLE CREEK CAPITAL PARTNERS IV, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 843395104 (CUSIP Number) Castle Creek Capital Partners IV, LP 6051 El Tordo P.O. Box 1329 Rancho Santa Fe, CA 92067 858-756-8300 Copy to: John M. Egg
November 10, 2020	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated November 10, 2020, with respect to the common stock, par value $0.01 per share, of Southern National Bancorp of Virginia, Inc., a Virginia corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions
November 9, 2020	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 Commission File No. 001-33037 SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or o
October 26, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 26, 2020 Southern National Bancorp of Virginia, Inc. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorpora
October 26, 2020	EX-99.1	Southern National Bancorp of Virginia, Inc. announces earnings of $9.6 million for the quarter ended September 30, 2020, compared to $8.9 million for the quarter ended September 30, 2019 Exhibit 99.1 Southern National Bancorp of Virginia, Inc. announces earnings of $9.6 million for the quarter ended September 30, 2020, compared to $8.9 million for the quarter ended September 30, 2019 Southern National Bancorp of Virginia, Inc. also declares a dividend of $0.10 per share, its thirty-sixth consecutive quarterly dividend. MCLEAN, Va., Oct. 26, 2020 /PRNewswire/ - Southern National Ba
October 22, 2020	EX-3.1	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Southern National’s Current Report on Form 8-K filed on October 22, 2020) Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Registered Office and Registered Agent 1 1.2 Other Offices 1 Article II SHAREHOLDERS’ MEETINGS 1 2.1 Meeting Place 1 2.2 Annual Meeting 1 2.3 Organization 1 2.4 Special Meetings 2 2.5 Notice 2 2.6 Postponement 2 2.7 Record List of Shareholders 2 2.8 Quorum; Actions
October 22, 2020	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 Southern National Bancorp of Virginia, Inc. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incor
October 7, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2020 (October 1, 2020) Southern National Bancorp of Virginia, Inc. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdic
October 7, 2020	EX-99.1	Southern National Bancorp of Virginia, Inc. Announces Appointment of Deborah Diaz to its Board of Directors EX-99.1 2 d98378dex991.htm EX-99.1 Exhibit 99.1 Southern National Bancorp of Virginia, Inc. Announces Appointment of Deborah Diaz to its Board of Directors MCLEAN, Va., Oct. 6, 2020 /PRNewswire/ - Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) ("Southern National"), and its wholly-owned subsidiary Sonabank, announced today that it has appointed Deborah Diaz to its Board of Directors. M
August 25, 2020	EX-1.1	Underwriting Agreement, dated as of August 20, 2020, by and among Southern National Bancorp of Virginia, Inc. and Janney Montgomery Scott LLC. Exhibit 1.1 SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. 5.40% Fixed-to-Floating Rate Subordinated Notes due 2030 Underwriting Agreement August 20, 2020 Janney Montgomery Scott LLC 1717 Arch Street, Floor 22 Philadelphia, PA 19103 As Representative of the several Underwriters Ladies and Gentlemen: Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “Company”) confirms its agree
August 25, 2020	EX-4.2	First Supplemental Indenture, dated as of August 25, 2020, between Primis Financial Corp. (formerly Southern National Bancorp of Virginia, Inc.) and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 4.2 to Primis Financial Corp.’s (formerly Southern National’s) Current Report on Form 8-K filed on August 25, 2020) Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION DATED AS OF AUGUST 25, 2020 First Supplement to Subordinated Indenture dated as of August 25, 2020 (Subordinated Debt Securities) FIRST SUPPLEMENTAL INDENTURE, dated as of August 25, 2020 (this “Supplemental Indenture”), between SOUTHERN NATIONAL BANCORP OF VIRGIN
August 25, 2020	EX-4.1	Subordinated Indenture, dated as of August 25, 2020, between Primis Financial Corp. (formerly Southern National Bancorp of Virginia, Inc.) and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 4.1 to Primis Financial Corp.’s (formerly Southern National’s) Current Report on Form 8-K filed on August 25, 2020) Exhibit 4.1 SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. SUBORDINATED INDENTURE DATED AS OF August 25, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS Page Number Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 5 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 6
August 25, 2020	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2020 Southern National Bancorp of Virginia, Inc. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorp
August 24, 2020	424B5	$60,000,000 Southern National Bancorp of Virginia, Inc. 5.40% Fixed-to-Floating Rate Subordinated Notes due 2030 Filed Pursuant to Rule 424(b)(5) Registration No. 333-237909 PROSPECTUS SUPPLEMENT (To Prospectus dated April 29, 2020) $60,000,000 Southern National Bancorp of Virginia, Inc. 5.40% Fixed-to-Floating Rate Subordinated Notes due 2030 We are offering $60,000,000 aggregate principal amount of 5.40% fixed-to-floating rate subordinated notes due 2030 (the “Notes”) pursuant to this prospectus supplement
August 21, 2020	FWP	Southern National Bancorp of Virginia 5.40% Fixed-to-Floating Rate Subordinated Notes due 2030 Term Sheet Filed pursuant to Rule 433 Registration No. 333-237909 August 20, 2020 Southern National Bancorp of Virginia $60,000,000 5.40% Fixed-to-Floating Rate Subordinated Notes due 2030 Term Sheet Issuer: Southern National Bancorp of Virginia (the “Company”) Security: 5.40% Fixed-to-Fixed Rate Subordinated Notes due 2030 (the “notes”) A rating is not a recommendation to buy, sell or hold securities. Ratin
August 19, 2020	FWP	SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. SUBORDINATED NOTES OFFERING INVESTOR PRESENTATION SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. SUBORDINATED NOTES OFFERING INVESTOR PRESENTATION 2 CERTAIN IMPORTANT INFORMATION CERTAIN IMPORTANT INFORMATION This presentation has been prepared by Southern National Bancorp of Virginia, Inc . (the “Company”) solely for information purposes based on its own information, as well as information from public sources . This presentation is a summary only a
August 19, 2020	424B5	SUBJECT TO COMPLETION DATED AUGUST 19, 2020 Filed Pursuant to Rule 424(b)(5) Registration No. 333-237909 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the Notes and are not soliciting an offer to buy the Notes in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLET
August 17, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): August 17, 2020 Southern National Bancorp of Virginia, Inc. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporat
August 17, 2020	EX-99.1	SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. INVESTOR PRESENTATION Exhibit 99.1 SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. INVESTOR PRESENTATION 2 CERTAIN IMPORTANT INFORMATION DISCLAIMER This presentation has been prepared by Southern National Bancorp of Virginia, Inc . (the “Company”) solely for information purposes based on its own information, as well as information from public sources . This presentation is a summary only and has been prepared to assist int
August 10, 2020	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 Commission File No. 001-33037 SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other
July 27, 2020	EX-99.2	Overview of SONA Company Overview Financial Highlights as of 2Q 2020 Headquarters: McLean, VA Branches:42 Balance Sheet ($mm) Assets:3.1 Loans:2.5 Deposits:2.2 TCE/TA (%):9.22% Profitability (%) PTPP ROAA:2.27% Net Interest Margin:3.33% Efficiency Ra NASDAQ\|SONA Exhibit 99.2 Overview of SONA Company Overview Financial Highlights as of 2Q 2020 Headquarters: McLean, VA Branches:42 Balance Sheet ($mm) Assets:3.1 Loans:2.5 Deposits:2.2 TCE/TA (%):9.22% Profitability (%) PTPP ROAA:2.27% Net Interest Margin:3.33% Efficiency Ratio:49.1% Asset Quality (%) NPAs/Assets:0.57% NCOs/Avg Loans: 0.00% (Reserves+Marks)/Loans:1.28% Trading Ticker:SONA Exchange
July 27, 2020	EX-99.1	Southern National Bancorp of Virginia, Inc. announces earnings of $4.7 million for the quarter ended June 30, 2020, compared to $9.3 million for the quarter ended June 30, 2019 Exhibit 99.1 Southern National Bancorp of Virginia, Inc. announces earnings of $4.7 million for the quarter ended June 30, 2020, compared to $9.3 million for the quarter ended June 30, 2019 Southern National Bancorp of Virginia, Inc. also declares a dividend of $0.10 per share, its thirty-fifth consecutive quarterly dividend MCLEAN, Va., July 27, 2020 /PRNewswire/ - Southern National Bancorp of Vi
July 27, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 27, 2020 Southern National Bancorp of Virginia, Inc. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporatio
June 29, 2020	11-K	- 11-K 11-K 1 sona-20191231x11k.htm 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number
May 22, 2020	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2020 Southern National Bancorp of Virginia, Inc. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorpora
May 8, 2020	DEFA14A	- DEFA14A DEFA14A 1 tm2019122d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (
May 8, 2020	EX-10.1	Separation Agreement, dated as of February 20, 2020, by and between Joe A. Shearin and Southern National Bancorp of Virginia, Inc. Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into and effective as of the Effective Date (as defined in Section 3(e) hereof), by and between Southern National Bancorp of Virginia, Inc. (the “Holding Company”), Sonabank (the “Bank” and, together with the Holding Company, the “Company”) and Joe A. Shearin (“Executive”). The Company

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