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, 2026
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. Employer Identification No.)
of incorporation or organization)
1676 International Drive, Suite 900
McLean, Virginia 22102
(Address of principal executive offices) (zip code)
(703) 893-7400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
FRST
NASDAQ Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b–2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☒
Smaller reporting company ☐
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of April 30, 2026, there were 24,772,072 shares of common stock, $0.01 par value, outstanding.
March 31, 2026
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
4
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2026 and 2025
5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025
6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025
7
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
58
Item 4 – Controls and Procedures
60
PART II - OTHER INFORMATION
Item 1 – Legal Proceedings
Item 1A – Risk Factors
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
61
Item 3 – Defaults Upon Senior Securities
Item 4 – Mine Safety Disclosures
Item 5 – Other Information
Item 6 - Exhibits
62
Signatures
64
2
GLOSSARY OF ACRONYMS AND DEFINED TERMS
In this Quarterly Report on Form 10-Q, except as otherwise indicated or the context suggests otherwise, references to the “Company” refers to Primis Financial Corp., and the terms “Primis”, “we”, “us” and “our” refer to the Company and its subsidiaries, including Primis Bank, which we refer to as “Primis Bank” or the “Bank.”
“PMC” refers to Primis Mortgage Company, a residential mortgage lender headquartered in Wilmington, North Carolina, a consolidated subsidiary of Primis Bank.
“PFH” refers to Panacea Financial Holdings, Inc., headquartered in Little Rock, Arkansas, which owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, their practices, and the broader healthcare industry.
ACL
Allowance for credit losses
AFS
Available-for-sale
ALCO
Asset-Liability Committee
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Basel III
Basel Committee's 2010 Regulatory Capital Framework
CECL
Current expected credit losses
CEO
Chief Executive Officer
CFO
Chief Financial Officer
DEI
Diversity, equity and inclusion
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act
EPS
Earnings per share
ESG
Environmental, social and governance
EVE
Economic value of equity
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank of Atlanta
FRB
Federal Reserve Bank
FOMC
Federal Open Market Committee
FVO
Fair value option
GAAP
U.S. generally accepted accounting principles
HTM
Held-to-maturity
IRLC
Interest rate lock commitments
LHFI
Loans held for investment
LHFS
Loans held for sale
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
NII
Net interest income
NASDAQ
National Association of Securities Dealers Automated Quotations
OREO
Other real estate owned
PCA
Prompt corrective action
PCD
Purchased credit deteriorated
PPP
Paycheck Protection Program
PRN
Pro re nata
SEC
Securities and Exchange Commission
SOFR
Secured Overnight Financing Rate
VIE
Variable interest entity
3
ITEM 1 - FINANCIAL STATEMENTS
PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
March 31,
December 31,
2026
2025
(unaudited)
ASSETS
Cash and cash equivalents:
Cash and due from financial institutions
$
8,360
9,690
Interest-bearing deposits in other financial institutions
151,521
133,917
Total cash and cash equivalents
159,881
143,607
Securities available-for-sale, at fair value (amortized cost of $175,717 and $174,226, respectively)
171,877
171,377
Securities held-to-maturity, at amortized cost (fair value of $6,343 and $6,560, respectively)
6,792
6,981
Loans held for sale, at fair value
181,715
166,066
Loans held for sale, at lower of cost or market
41,465
—
Total loans held for sale
223,180
Loans held for investment, collateralizing secured borrowings
14,516
14,843
3,381,850
3,268,840
Less: allowance for credit losses
(46,381)
(45,883)
Net loans
3,349,985
3,237,800
Stock in Federal Reserve Bank and Federal Home Loan Bank
24,162
14,185
Bank premises and equipment, net
5,924
6,070
Operating lease right-of-use assets
64,781
65,596
Cloud computing arrangement assets, net
4,460
5,239
Goodwill
93,459
Bank-owned life insurance
76,958
68,969
Deferred tax assets, net
14,593
14,683
Investment in Panacea Financial Holdings, Inc. common stock
6,899
Accrued interest on loans and investments
19,830
19,222
Other assets
33,887
27,235
Total assets
4,256,668
4,047,388
LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits
541,168
554,442
Interest-bearing deposits:
NOW accounts
844,528
862,735
Money market accounts
778,366
740,886
Savings accounts
942,847
922,337
Time deposits
316,156
315,185
Total interest-bearing deposits
2,881,897
2,841,143
Total deposits
3,423,065
3,395,585
Securities sold under agreements to repurchase
3,525
3,552
Secured borrowings
14,450
14,773
FHLB advances
230,000
25,000
Junior subordinated debt
9,941
9,929
Senior subordinated notes
59,370
86,233
Operating lease liabilities
60,832
61,340
Other liabilities
28,287
28,080
Total liabilities
3,829,470
3,624,492
Commitments and contingencies (See Note 9)
Stockholders' equity:
Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding
Common stock, $0.01 par value. Authorized 45,000,000 shares; 24,851,621 shares issued and 24,772,072 shares outstanding at March 31, 2026, and 24,774,934 shares issued and 24,695,385 shares outstanding at December 31, 2025
248
247
Additional paid in capital
316,840
316,509
Retained earnings
114,370
109,617
Treasury stock, at cost 79,549 shares at March 31, 2026 and December 31, 2025
(807)
Accumulated other comprehensive loss
(3,453)
(2,670)
Total Primis stockholders' equity
427,198
422,896
Total liabilities and stockholders' equity
See accompanying notes to unaudited condensed consolidated financial statements.
PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share amounts) (Unaudited)
For the Three Months Ended March 31,
Interest and dividend income:
Interest and fees on loans
50,134
44,964
Interest and dividends on taxable securities
1,882
1,811
Interest and dividends on tax exempt securities
29
95
Interest and dividends on other earning assets
1,481
853
Total interest and dividend income
53,526
47,723
Interest expense:
Interest on deposits
18,502
19,392
Interest on other borrowings
2,950
1,967
Total interest expense
21,452
21,359
32,074
26,364
Provision for credit losses
1,549
1,596
Net interest income after provision for credit losses
30,525
24,768
Noninterest income:
Account maintenance and deposit service fees
1,246
1,339
Income from bank-owned life insurance
472
425
Gains on Panacea Financial Holdings investment
24,578
Mortgage banking income
10,760
5,615
Gains on sale of loans
567
Consumer Program derivative income (loss)
396
(292)
Other noninterest income
114
670
Total noninterest income
13,555
32,335
Noninterest expenses:
Salaries and benefits
19,556
17,941
Occupancy expenses
2,552
1,428
Furniture and equipment expenses
2,065
1,857
Virginia franchise tax expense
611
577
FDIC insurance assessment
738
793
Data processing expense
2,188
2,849
Marketing expense
760
514
Telephone and communication expense
311
287
Loss on bank premises and equipment and assets held for sale
106
Professional fees
1,860
2,225
Miscellaneous lending expenses
728
834
Other operating expenses
2,385
3,105
Total noninterest expenses
33,754
32,516
Income before income taxes
10,326
24,587
Income tax expense
3,014
5,553
Net income
7,312
19,034
Net loss attributable to noncontrolling interests
3,602
Net income attributable to Primis' common stockholders
22,636
Other comprehensive income:
Unrealized gain (loss) on available-for-sale securities
(991)
4,572
Income tax expense (benefit) related to other comprehensive income
(208)
960
Other comprehensive income (loss), net of tax
(783)
3,612
Comprehensive income
6,529
26,248
Earnings per share, basic
0.30
0.92
Earnings per share, diluted
PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY(dollars in thousands, except per share amounts) (Unaudited)
For the Three Months Ended March 31, 2026
Accumulated
Additional
Other
Common Stock
Paid in
Retained
Treasury
Comprehensive
Noncontrolling
Shares
Amount
Capital
Earnings
Stock
Loss
Interests
Total
Balance - December 31, 2025
24,695,385
Other comprehensive income
Dividends on common stock ($0.10 per share)
(2,559)
Stock option exercises
9,300
1
112
113
Restricted stock granted
67,387
Stock-based compensation expense
219
Balance - March 31, 2026
24,772,072
For the Three Months Ended March 31, 2025
Income (Loss)
Balance - December 31, 2024
24,722,734
314,694
58,047
(21,232)
13,226
364,982
Net income (loss)
(3,602)
Panacea Financial Holdings, Inc. deconsolidation
(9,624)
(2,472)
31
Balance - March 31, 2025
314,725
78,211
(17,620)
375,563
PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in thousands, except per share amounts) (Unaudited)
Operating activities:
Adjustments to reconcile net income to net cash and cash equivalents (used in) provided by operating activities:
Depreciation and amortization
3,395
2,228
Net amortization of premiums and (accretion of discounts)
(38)
88
Originations of loans held for sale
(390,092)
(152,361)
Proceeds from sales of loans originated to sell
343,737
190,778
Net gains on loans held for sale
(7,300)
(3,604)
Net gains on mortgage banking
(3,460)
(2,011)
Net gains on sale of loans originated as held for investment
(567)
Earnings on bank-owned life insurance
(472)
(425)
(24,578)
Deferred income tax expense
298
4,106
Net increase in other assets
(8,642)
(3,282)
Net increase (decrease) in other liabilities
(195)
2,687
Net cash and cash equivalents (used in) provided by operating activities
(54,362)
34,393
Investing activities:
Purchases of securities available-for-sale
(8,265)
(8,604)
Proceeds from paydowns, maturities and calls of securities available-for-sale
6,770
7,290
Proceeds from paydowns, maturities and calls of securities held-to-maturity
185
288
Net (increase) decrease in FRB and FHLB stock
(9,977)
54
Net change in loans held for investment
(120,487)
(78,256)
Proceeds from sales of loans initially originated to be held for investment
7,366
50,994
Purchase of bank-owned life insurance
(7,516)
Proceeds from sales of bank premise and equipment and assets held for sale
748
Purchases of bank premises and equipment
(204)
Purchases of other investments
179
Net decrease in other investments
80
Net cash and cash equivalents (used in) provided by investing activities
(132,048)
(27,307)
Financing activities:
Net increase (decrease) in deposits
27,480
(11,710)
(Decrease) increase in securities sold under agreements to repurchase
(27)
101
Repayments of secured borrowings, net
(323)
(466)
Cash dividends paid on common stock
Proceeds from exercised stock options
Increase in short-term FHLB advances
205,000
Repayment of senior subordinated notes
(27,000)
Net cash and cash equivalents provided by (used in) financing activities
202,684
(14,547)
Net change in cash and cash equivalents
16,274
(7,461)
Cash and cash equivalents at beginning of period
64,505
Cash and cash equivalents at end of period
57,044
Supplemental disclosure of cash flow information
Cash payments (receipts) for:
Interest
21,127
22,199
Income taxes
(524)
Supplemental schedule of noncash activities:
Loans held for sale transferred to held for investment
152,092
Assets held for sale transferred to other assets
2,221
Deconsolidation of Panacea Financial Holdings, Inc.
9,624
1. ACCOUNTING POLICIES
The Company
Primis Financial Corp. (NASDAQ: FRST) is the bank holding company for Primis Bank, a Virginia state-chartered bank, that commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. As of March 31, 2026, Primis Bank had 24 full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Headquartered in McLean, Virginia, the Company has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. PMC, a residential mortgage lender headquartered in Wilmington, North Carolina, is a consolidated subsidiary of Primis Bank. PFH owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, their practices, and ultimately the broader healthcare industry. PFH was deconsolidated from the Company on March 31, 2025, and their operating results were included in the Company’s consolidated operating results during the three months ended March 31, 2025.
Basis of Financial Information
The accounting policies and practices of Primis and its subsidiaries conform to GAAP and follow general practices within the banking industry. A discussion of the Company’s material accounting policies is located in our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the 2025 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2025 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2025 Form 10-K that could have a material effect on the Company’s financial statements.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Primis and its subsidiaries, Primis Bank and PMC. The results of operations for PFH are included in the Company’s results of operations until its deconsolidation as of March 31, 2025. Significant inter-company accounts and transactions have been eliminated in consolidation. Primis consolidates subsidiaries in which it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Primis holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted for under the equity method. Primis owns EVB Statutory Trust I (the “Trust”), which is an unconsolidated subsidiary and the junior subordinated debt owed to the Trust is reported as a liability of Primis.
We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have all, or at least a majority of, the voting interest. As defined in GAAP, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE.
The Company has investments in VIE’s for which we are not the primary beneficiary and, as such, are not included in our consolidated financial statements.
Basis of Presentation
The unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with GAAP for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the 2025 Form 10-K.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses, the fair value of investment securities, the credit impairment of investment securities, the mortgage banking derivatives, interest rate swap derivatives, the valuation of goodwill, and deferred tax assets. Management monitors and continually reassess these at each reporting period.
Operating Segments
The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision maker monitors the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Management has determined that the Company has two reportable operating segments: Primis Mortgage and Primis Bank, as discussed in Note 11 – Segment Information.
Interest Rate Swaps
The Company is subject to interest rate risk exposure in the normal course of business through its core lending operations. Primarily to help mitigate interest rate risk associated with its loan portfolio, the Company entered into interest rate swaps in May and August of 2023 with a large U.S. financial institution as the counterparty. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in benchmark interest rates, such as Prime or SOFR. Interest rate swaps subject the Company to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. The Company’s interest rate swaps are pay-fixed and receive-floating whereby the Company receives a variable rate of interest based on SOFR.
As of March 31, 2026, the gross amounts of interest rate swap derivative assets and liabilities were $27 thousand and $142 thousand, respectively, and are recorded net in other assets on the consolidated balance sheets. As of December 31, 2025, the gross amounts of interest rate swap derivative assets and liabilities were $100 thousand and $300 thousand, respectively, and are recorded net in other assets on the consolidated balance sheets. One of the Company’s three interest rate swaps matured in May of 2025 and the remaining two swaps mature in May and August of 2026, respectively.
9
The following table represents the carrying value of the portfolio layer method hedged assets and the cumulative fair value hedging adjustments included in the carrying value of the hedged assets as of March 31, 2026 and December 31, 2025:
December 31, 2025
(dollars in thousands)
Amortized Cost Basis
Hedged Asset
Basis Adjustment
Fixed rate assets
668,155
150,074
74
690,274
150,178
178
Recent Accounting Pronouncements
There are no accounting pronouncements issued since December 31, 2025 that the Company currently believes would have a material impact to the Company’s financial position or results of operations upon the pronouncement’s effective date.
10
2. INVESTMENT SECURITIES
The amortized cost and fair value of AFS investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows ($ in thousands):
Amortized
Gross Unrealized
Fair
Cost
Gains
Losses
Value
Residential government-sponsored mortgage-backed securities
72,966
72
(1,123)
71,915
Obligations of states and political subdivisions
5,775
(555)
5,227
Corporate securities
7,000
(230)
Residential government-sponsored collateralized mortgage obligations
65,554
323
(249)
65,628
Agency commercial mortgage-backed securities
18,089
(2,015)
16,074
SBA pool securities
6,333
(76)
6,263
175,717
408
(4,248)
72,178
279
(651)
71,806
6,320
(547)
5,778
(421)
6,579
63,216
607
(16)
63,807
19,013
(2,048)
16,965
6,499
(64)
6,442
174,226
898
(3,747)
The amortized cost, gross unrecognized gains and losses, allowance for credit losses and fair value of investment securities HTM were as follows ($ in thousands):
Gross Unrecognized
Allowance for
Credit Losses
5,273
(411)
4,864
1,519
(40)
1,479
(451)
6,343
5,462
(397)
5,067
(26)
1,493
(423)
6,560
AFS investment securities of $8 million and $9 million were purchased during the three months ended March 31, 2026 and 2025, respectively. No HTM investments were purchased during the three months ended March 31, 2026 and 2025. No investment securities were sold during the three months ended March 31, 2026 and 2025.
11
The amortized cost and fair value of AFS and HTM investment securities as of March 31, 2026, by contractual maturity, were as follows ($ in thousands). Investment securities not due at a single maturity date are shown separately.
Available-for-Sale
Held-to-Maturity
Fair Value
Due within one year
605
601
Due in one to five years
6,220
6,187
1,014
992
Due in five to ten years
4,745
4,158
505
487
Due after ten years
1,205
1,051
Investment securities with a carrying amount of approximately $168 million and $26 million at March 31, 2026 and December 31, 2025, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the FHLB of Atlanta and repurchase agreements.
Management measures expected credit losses on HTM securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Regarding U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. Regarding securities issued by states and political subdivisions and other HTM securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of March 31, 2026, Primis did not have a material allowance for credit losses on HTM securities.
As of March 31, 2026 and December 31, 2025, there were 45 and 40, respectively, of investment securities AFS that were in an unrealized loss position. The unrealized losses related to investment securities AFS as of March 31, 2026 and December 31, 2025, relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Primis performs quantitative analysis and if needed, a qualitative analysis in this determination. As a result of the Company’s analysis, none of the securities were deemed to require an allowance for credit loss. Primis has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.
12
The following tables present information regarding investment securities AFS and HTM in a continuous unrealized loss position as of March 31, 2026 and December 31, 2025 by duration of time in a loss position ($ in thousands):
Less than 12 months
12 Months or More
Unrealized
value
57,307
(521)
4,772
(602)
62,079
3,770
32,858
16,075
3,891
(57)
1,788
(19)
5,679
94,056
(827)
33,175
(3,421)
127,231
Unrecognized
4,799
899
5,698
27,502
(43)
4,802
(608)
32,304
4,323
14,090
Government-sponsored agency securities
6,004
41,592
(59)
38,673
(3,688)
80,265
5,001
913
5,914
13
3. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the composition of our loan portfolio as of March 31, 2026 and December 31, 2025 ($ in thousands):
Loans secured by real estate:
Commercial real estate - owner occupied (1)
534,897
510,088
Commercial real estate - non-owner occupied
540,154
567,091
Secured by farmland
2,386
3,408
Construction and land development
151,426
131,757
Residential 1-4 family
560,711
576,866
Multi-family residential
150,475
140,261
Home equity lines of credit
61,786
61,738
Total real estate loans
2,001,835
1,991,209
Commercial loans (2)
1,104,438
970,492
Paycheck Protection Program loans
1,716
1,719
Consumer loans
283,605
315,407
Total Non-PCD loans
3,391,594
3,278,827
PCD loans
4,856
Total loans held for investment
3,396,366
3,283,683
Consumer Program Loans
The Company had $82 million and $90 million of amortized cost balance of loans outstanding in the Consumer Program as of March 31, 2026 and December 31, 2025, respectively, or 2% and 3%, respectively of our total gross loan portfolio as of each date. Loans in the Consumer Program are included within the consumer loans category disclosures in this footnote. As of March 31, 2026, 1% of the loans were in a promotional period requiring no payment of interest, with approximately 50% of these promotional loan periods ending through the second quarter of 2026.
Accrued Interest Receivable
Accrued interest receivable on loans totaled $19 million and $18 million as of March 31, 2026 and December 31, 2025, respectively, and is included in other assets in the consolidated balance sheets.
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, Primis considers the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to the Company’s collateral position. Regulatory provisions typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is
14
discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.
The following tables present the aging of the recorded investment in past due loans by class of loans held for investment as of March 31, 2026 and December 31, 2025 ($ in thousands):
30 - 59
60 - 89
90
Days
Loans Not
Past Due
or More
Loans
Commercial real estate - owner occupied
6,040
3,130
1,411
10,581
524,316
30,716
39,130
685
70,531
469,623
17
12,261
389
12,667
138,759
6,336
606
1,994
8,936
551,775
Multi- family residential
498
149,977
209
66
339
61,447
Commercial loans
3,479
4,240
21,460
29,179
1,075,259
1,713
1,985
1,326
237
3,548
280,057
48,782
61,258
27,955
137,995
3,253,599
3,258,371
5,187
188
1,412
6,787
503,301
31,069
48,022
79,091
488,000
12,259
407
12,666
119,091
2,071
2,274
4,843
572,023
1,544
138,717
138
61,600
2,384
20,642
1,972
24,998
945,494
1,714
1,717
2,095
1,101
149
3,345
312,062
56,692
70,916
7,521
135,129
3,143,698
3,148,554
15
The amortized cost, by class, of loans and leases on nonaccrual status as of March 31, 2026 and December 31, 2025, was as follows ($ in thousands):
90 Days
Less Than
Nonaccrual With
Nonaccrual
No Credit
Loss Allowance
462
1,873
548
39,129
39,814
360
249
123
512
3,561
5,555
436
502
2,951
31,413
34,364
8,697
677
914
7,733
76,050
83,783
17,337
1,166
77,216
84,949
18,503
1,884
559
39,841
275
499
3,846
6,120
31,661
33,633
8,661
730
879
5,807
77,822
83,629
17,851
1,194
1,193
79,016
84,823
19,044
There were $2 million of PPP loans greater than 90 days past due and still accruing as of both March 31, 2026 and December 31, 2025.
16
The following table presents nonaccrual loans as of March 31, 2026 by class and year of origination ($ in thousands):
RevolvingLoans
Revolving
Converted
2024
2023
2022
Prior
To Term
87
1,786
324
39,490
721
517
3,841
67
297
8,504
22,086
1,370
2,077
117
25
107
479
291
Total non-PCD nonaccruals
729
8,641
316
23,493
47,539
2,646
419
Total nonaccrual loans
48,705
Interest received on nonaccrual loans was $722 thousand for the three months ended March 31, 2026, and immaterial for the three months ended March 31, 2025.
Modifications Provided to Borrowers Experiencing Financial Difficulty
The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly for commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rates for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers.
The assessments of whether a borrower is experiencing financial difficulty at the time a concession has been granted is inherently subjective in nature, and management’s judgment is required when determining whether the concession results in a modification that is accounted for as a new loan or a continuation of the existing loan under GAAP.
Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, loans modified as a result of borrowers experiencing financial difficulty are typically modified through reductions in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies certain loans by providing principal forgiveness. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance. The amount of the principal forgiveness is deemed to be uncollectible; therefore,
that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.
If it is determined that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. At that time, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
The following table provides a summary of the amortized cost basis of loan modifications to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025 and the related percentage of the class of the loan portfolio period-end balance by the type of modification as of March 31, 2026 and 2025, excluding Consumer Program loans ($ in thousands):
For the three months ended March 31, 2026
For the three months ended March 31, 2025
Payment Deferral
Interest Only Payment Periods
%
7,047
1.30
0.21
The following table depicts the performance of loans as of March 31, 2026, at amortized cost, that have been modified to borrowers experiencing financial difficulty in the last 12 months ($ in thousands):
Payment Status
Current
30-59 days past due
60-89 days past due
90 days or more
2,124
23,262
476
32,433
40,103
Consumer Program Modifications
The Company began offering modifications to Consumer Program borrowers beginning on January 1, 2025, in an attempt to enhance collections of delinquent loans and mitigate charge-offs. The primary type of modifications were principal forgiveness of portions of outstanding principal owed and a combination of term modifications to extend maturity dates and interest rate reductions (primarily on promotional loans).
The following table provides a summary of the loan modifications to Consumer Program borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025, by the type of modification ($ in thousands):
Average
Term
Rate Change
# of
Adjustment
of Modified
Modified
(Years)
Term and Interest Rate
55
715
3.1
(6.78)
Term only
N/A
145
1,809
3.3
Principal Forgiveness
24
158
50
524
18
The following table provides a status as of March 31, 2026 of the amortized cost of Consumer Program loans modified in the last 12 months by the type of modification ($ in thousands):
Term and
Rate
Principal
Status
Modifications
5,598
103
1-30 days past due
445
31-60 days past due
391
61-90 days past due
308
Credit Quality Indicators
For each class of loan, the primary credit quality indicator used for evaluating credit quality and estimating the ACL is risk rating categories of Pass, Pass/Watch, Special Mention, Substandard, and Doubtful. Through its system of internal controls, Primis evaluates and segments loan portfolio credit quality using regulatory definitions for Pass, Special Mention, Substandard, and Doubtful. Special Mention loans are considered “criticized”, while loans classified as Substandard or Doubtful are considered “classified”.
The risk levels, as described below, do not necessarily follow the regulatory definitions of risk levels with the same name. A general description of the characteristics of the risk levels follows:
Pass is determined by the following criteria:
In the first quarter of 2026, the Company expanded its risk grade matrix to include Risk Grade 5 – “Pass/Watch” that is determined by the following criteria:
Special Mention is determined by the following criteria:
Substandard is determined by the following criteria:
Doubtful is determined by the following criteria:
In monitoring credit quality trends in the context of assessing the appropriate level of the ACL on loans, the Company monitors portfolio credit quality by the weighted-average risk grade of each class of loan.
19
The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of March 31, 2026 ($ in thousands):
Pass
23,755
76,358
52,928
66,836
68,601
225,757
970
7,975
523,180
Pass/Watch
3,421
988
4,558
Special Mention
3,159
3,246
Substandard
3,913
Doubtful
23,904
72,109
233,817
Current period gross charge offs
Weighted average risk grade
3.49
3.29
3.21
3.57
3.46
3.48
3.54
3.74
3.44
Commercial real estate - nonowner occupied
6,971
15,853
21,436
27,564
21,296
315,248
7,483
3,286
419,137
562
17,272
4,274
21,552
98,579
98,903
15,859
38,892
418,663
2.98
3.18
3.75
3.78
4.82
4.45
3.56
4.34
160
215
1,454
493
46
4.00
3.91
3.99
3.90
2.83
3.94
14,739
77,064
11,705
7,325
32,837
6,783
461
150,914
7,295
3.84
3.12
3.02
3.87
3.63
3.60
3.65
3.36
18,034
56,401
22,673
21,085
132,307
296,286
5,433
2,606
554,825
268
3,904
5,618
57,122
22,785
132,824
300,458
5,500
2,903
3.31
3.10
3.11
3.05
3.15
3.13
1,987
7,257
437
29,125
104,703
5,768
149,277
431
432
766
2,418
105,202
4.36
3.00
3.39
3.38
7.00
3.45
589
210
399
376
604
58,192
104
60,474
736
570
59,498
110
3.09
20
469,828
164,338
78,642
52,940
136,798
41,769
87,366
7,845
1,039,526
83
422
929
3,271
28
3,177
7,910
4,999
747
2,495
13,512
862
22,619
956
208
1,398
2,069
26,834
7,549
469,911
169,759
88,076
53,152
162,902
45,690
106,124
8,824
3.68
3.52
3.83
3.72
4.02
2.00
3,651
15,813
37,704
33,707
164,917
18,972
7,488
511
282,763
27
84
434
752
15,820
37,717
33,799
165,405
19,209
516
102
701
1,070
586
137
2,596
23.11
9.33
10.86
4.29
20.06
2.46
4.03
7.81
2,388
1,098
1,286
5.17
539,788
420,043
234,875
210,597
634,470
1,138,880
193,785
23,928
142
2,601
3.08
4.06
4.40
4.72
3.71
4.04
3.80
3.86
21
The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of December 31, 2025 ($ in thousands):
2021
70,931
53,252
62,228
72,651
58,092
176,323
1,407
8,028
502,912
3,165
187
3,737
4,011
72,738
58,279
183,225
3.32
3.41
3.42
15,950
21,700
42,907
27,724
41,446
282,205
11,365
3,315
446,612
17,276
4,379
21,655
98,562
262
98,824
45,000
140,008
286,846
3.20
3.61
3.85
5.22
3.70
4.07
406
2,031
616
59
3,133
2,306
3.95
4.23
3.93
2.92
4.12
69,022
12,971
7,081
34,816
166
6,741
131,258
7,240
3.51
3.30
53,742
38,550
23,232
141,982
123,591
182,506
4,861
2,663
571,127
267
115
4,003
283
554
5,472
38,665
142,499
186,776
5,144
3,217
3.06
3.34
3.04
3.22
3.14
7,009
440
21,344
22,656
82,644
5,384
139,477
513
271
784
83,157
3.17
3.23
3.82
6.00
420
355
312
325
58,893
61,189
(1)
(2)
540
550
322
59,433
119
169,480
399,604
55,482
143,884
25,566
19,446
92,493
8,292
914,247
4,994
769
2,278
13,510
885
22,437
30
212
22,281
383
1,156
132
26,259
174,474
407,183
55,694
166,934
28,227
20,603
108,068
9,309
732
762
3.92
3.33
22
849
870
173
10,533
96,784
14,093
152,174
16,843
2,590
20,868
534
314,419
48
86
315
940
96,794
14,182
152,719
17,158
2,609
544
264
3,255
13,490
15,838
402
68
33,326
3.03
2.69
4.01
2.20
3.16
2,426
1,113
1,317
4.67
402,629
630,801
206,184
636,405
391,246
778,810
212,746
24,862
13,559
15,866
575
73
34,333
3.50
3.27
3.76
Revolving loans that were converted to term loans during the three months ended March 31, 2026 and 2025 were as follows ($ in thousands):
167
946
Total loans
1,129
The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure were $1 million at both March 31, 2026 and December 31, 2025.
Allowance For Credit Losses – Loans
The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. The accounting policy related to the allowance for credit losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance required to account for the expected losses in the loan portfolio and the material effect such estimation, judgment, and uncertainty can have on the consolidated financial results.
In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. For allowance modeling purposes, our loan pools include but are not limited to (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction and land development, (iv) commercial, (v) agricultural loans, (vi) residential 1-4 family and (vii) consumer loans. We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary. For each loan pool, we measure expected credit losses over the life of each loan utilizing
23
a combination of inputs: (i) probability of default, (ii) probability of attrition, (iii) loss given default and (iv) exposure at default. Internal data is supplemented by, but not replaced by, peer data when required, primarily to determine the probability of default input. The various pool-specific inputs may be adjusted for current macroeconomic assumptions. Significant macroeconomic variables utilized in our allowance models include, among other things, (i) National Gross Domestic Product, (ii) Virginia House Price Index, and (iii) Virginia unemployment rates.
Management applies qualitative adjustments to model results for risk factors that are not considered within our quantitative modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. Qualitative factor (“Q-Factor”) adjustments are driven by key risk indicators that management tracks on a pool-by-pool basis.
In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.
The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of March 31, 2026 and December 31, 2025, calculated in accordance with ASC 326 ($ in thousands).
Commercial
Home
Real Estate
Construction
Equity
Owner
Non-owner
Secured by
and Land
1-4 Family
Multi-Family
Lines Of
Consumer
Occupied
Farmland
Development
Residential
Credit
Modeled expected credit losses
5,344
3,249
1,165
5,797
667
405
5,761
3,220
25,609
Q-factor and other qualitative adjustments
375
1,117
771
665
621
296
3,934
Specific allocations
334
10,487
5,670
235
16,838
6,053
14,853
1,227
6,680
1,332
428
12,052
3,751
46,381
4,915
3,796
689
709
5,597
3,650
25,835
433
1,109
659
443
395
3,817
10,424
5,157
204
16,231
5,682
15,329
6,852
1,368
11,197
4,249
45,883
Activity in the allowance for credit losses by class of loan for the three months ended March 31, 2026 and 2025 is summarized below ($ in thousands):
Home Equity
For the Three Months Ended
Allowance for credit losses:
Beginning balance
Provision (recovery)
371
(478)
(25)
(167)
(36)
780
626
Charge offs
(5)
(2,596)
(2,601)
Recoveries
75
1,472
1,550
Ending balance
March 31, 2025
5,899
6,966
1,203
6,819
1,620
533
10,794
19,625
245
53,724
(202)
(54)
(116)
(282)
(132)
(75)
1,969
(206)
(14,128)
(14,334)
3,034
3,035
5,697
6,912
1,087
6,537
1,488
459
11,099
10,500
220
44,021
Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to the collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines. All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days except for the Consumer Program loans that are charged-off once they become 90 days past due.
The following table presents the principal balance of loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of March 31, 2026 and December 31, 2025 ($ in thousands):
Loan
Specific
Balance
Allocations
3,728
98,904
98,922
3,439
5,129
33,778
33,034
11,377
15,057
Total non-PCD loans
152,630
157,327
-
157,402
162,183
A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the sale of the collateral. The expected credit loss for collateral-dependent loans is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, adjusted for the estimated cost to sell. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or the “as is” value of the collateral, normally from recently received and reviewed appraisals.
The Company calculates expected credit losses on collateral-dependent loans as described when foreclosure is probable and also elects to apply it in instances when foreclosure is not probable as allowed by ASC 326.
Commercial real estate, loans secured by farmland, construction and land development, residential 1-4 family, multi-family, and home equity line of credit loans are secured by liens on real estate properties. Commercial loans are secured by business assets (inventory, equipment, receivables), residential real estate, and other non-real estate collateral. There have been no significant changes in collateral securing any of our collateral-dependent loans from December 31, 2025 to March 31, 2026. The following table presents a breakdown between loans at amortized cost that were evaluated on an individual basis and identified as collateral dependent loans and non-collateral dependent loans, by loan portfolio segment and their collateral value as of March 31, 2026 and December 31, 2025 ($ in thousands).
Non
Collateral
Dependent
Assets (1)
3,461
3,485
30,231
69,845
30,015
70,431
1,146
4,144
5,848
1,197
786
33,609
32,889
73,548
74,558
Collateral value
85,388
4. DERIVATIVES
Mortgage Banking Derivatives and Financial Instruments
The Company enters into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 90 days), with borrowers who have applied for a loan and have met certain credit and underwriting criteria. The IRLCs are adjusted for estimated costs to originate the loan as well as the probability that the mortgage loan will fund within the terms of the IRLC (the pull through rate). Estimated costs to originate include loan officer commissions and overrides. The pull through rate is estimated on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. The Company obtains an analysis from a third party on a monthly basis to support the reasonableness of the pull through estimate.
Best efforts and mandatory forward loan sale commitments are commitments to sell individual mortgage loans using both best efforts and mandatory delivery at a fixed price to an investor at a future date. Forward loan sale commitments that are mandatory delivery are accounted for as derivatives and carried at fair value, determined as the amount that would be necessary to settle the derivative financial instrument at the balance sheet date. Forward loan sale commitments that are best efforts are not derivatives but can be and have been accounted for at fair value, determined in a similar manner to those that are mandatory delivery. Forward loan sale commitments are recorded on the balance sheet as derivative assets and derivative liabilities with changes in their fair values recorded in mortgage banking income in the statement of operations.
26
The key unobservable inputs used in determining the fair value of IRLCs are as follows as of March 31, 2026 and December 31, 2025:
Average pull through rates
90.3
82.8
Average costs to originate
1.3
The following summarizes derivative and non-derivative financial instruments as of March 31, 2026 and December 31, 2025 ($ in thousands):
Notional
Derivative financial instruments:
Derivative assets (1)
2,977
281,344
Derivative liabilities
Non-derivative financial instruments:
Best efforts assets
33,094
1,389
52,702
121
132,500
169
15,100
The notional amounts of mortgage loans held for sale not committed to investors was $102 million and $90 million as of March 31, 2026 and December 31, 2025, respectively.
The Company has exposure to credit loss in the event of contractual non-performance by its trading counterparties in derivative instruments that the Company uses in its rate risk management activities. The Company manages this credit risk by selecting only counterparties that the Company believes to be financially strong, spreading the risk among multiple counterparties, by placing contractual limits on the amount of unsecured credit extended to any single counterparty and by entering into netting agreements with counterparties, as appropriate.
5. FAIR VALUE
ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurements Using
Significant
Quoted Prices in
Active Markets for
Observable
Unobservable
Total at
Identical Assets
Inputs
(Level 1)
(Level 2)
(Level 3)
Assets:
Available-for-sale securities
Mortgage banking financial assets
Mortgage banking derivative assets
514,003
503,666
10,337
Liabilities:
Interest rate swaps, net
Consumer Program derivative
159
496,237
487,621
8,616
214
Mortgage banking derivative liabilities
335
Assets measured at fair value on a non-recurring basis are summarized below:
Collateral dependent loans
76,875
Assets held for sale
776
66,879
Fair Value of Financial Instruments
The carrying amount, estimated fair values and fair value hierarchy levels of financial instruments were as follows for the periods indicated ($ in thousands):
Carrying
Hierarchy Level
Financial assets:
Cash and cash equivalents
Level 1
Securities available-for-sale
Level 2
Securities held-to-maturity
Preferred investment in mortgage company
3,005
Level 2 and 3
3,295,401
3,182,264
42,605
Level 3
Financial liabilities:
Demand deposits and NOW accounts
1,385,696
1,417,177
Money market and savings accounts
1,721,213
1,663,223
314,198
313,792
11,957
12,151
62,025
90,813
The carrying amount is the estimated fair value for cash and cash equivalents, loans held for sale at fair value, mortgage banking financial assets and liabilities, mortgage banking derivative assets and liabilities, Consumer Program derivative, interest rate swaps, demand deposits and NOW accounts, savings accounts, money market accounts, FHLB advances, secured borrowings and securities sold under agreements to repurchase.
The fair value of junior subordinated debt and senior subordinated notes are based on current rates for similar financing. Carrying amount of Federal Reserve Bank and FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are based on the ultimate recoverability of the par value. Fair value of off-balance-sheet items is not considered material. The fair value of net loans, loans held for sale at the lower of cost or market, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion. The net loans that use level 2 inputs are related to the portfolio of loans underlying interest rate swaps.
6. LEASES
The Company leases certain premises under operating leases. In recognizing lease right-of-use assets and related liabilities, the Company accounts for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts.
As of March 31, 2026 and December 31, 2025, the Company had operating lease liabilities totaling $61 million and right-of-use assets totaling $65 million and $66 million, respectively, reflected in our condensed consolidated balance sheets related to these leases. The Company does not currently have any financing leases. For the three months ended March 31, 2026 and 2025, net operating lease costs were $2 million and $1 million, respectively. These net operating lease costs are reflected in occupancy expenses on the condensed consolidated statements of income.
The following table presents other information related to operating leases:
Other information:
Weighted-average remaining lease term - operating leases, in years
17.4
5.9
Weighted-average discount rate - operating leases
8.4
4.0
The following table summarizes the maturity of remaining lease liabilities:
As of
Lease payments due:
5,407
2027
7,253
2028
7,168
2029
6,641
2030
5,883
Thereafter
91,751
Total lease payments
124,103
Less: imputed interest
(63,271)
Lease liabilities
As of March 31, 2026, the Company did not have any operating lease that has not yet commenced that would create additional lease liabilities and right-of-use assets. The amount of expense related to short-term leases recognized for the three months ended March 31, 2026 and 2025 was immaterial.
7. DEBT AND OTHER BORROWINGS
Other borrowings can consist of FHLB convertible advances, FHLB overnight advances, FHLB advances maturing within one year, federal funds purchased, Federal Reserve Board Discount Window, secured borrowings and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts as of both March 31, 2026 and December 31, 2025 was $4 million.
As of March 31, 2026 and December 31, 2025, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $7 million and $6 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.
Other borrowings consist of the following ($ in thousands):
FHLB collateral advances
247,975
18,325
Weighted average interest rate at year end
4.05
4.94
As of March 31, 2026, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages, HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $662 million from the FHLB, of which the Company has the full amount available to borrow less our current advances outstanding.
The Bank has the ability to borrow from the Federal Reserve discount window borrowing program. As of March 31, 2026, the Bank had borrowing capacity of $493 million within the program but has not utilized it.
In 2017, the Company assumed $10 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $650 million. As of March 31, 2026 and December 31, 2025, there was $10 million outstanding, net of approximately $369 thousand and $381 thousand of debt issuance costs as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, the interest rate payable on the trust preferred securities was 6.89% and 6.91%, respectively. As of March 31, 2026, all of the trust preferred securities qualified as Tier 1 capital.
On January 20, 2017, Primis completed the sale of $27 million of its fixed-to-floating rate senior Subordinated Notes due 2027. The Company repaid these notes on January 31, 2026.
On August 25, 2020, Primis completed the sale of $60 million of its fixed-to-floating rate Subordinated Notes due 2030. Interest is payable on these notes at a floating rate equal to Three-Month Term SOFR, plus a spread of 531 basis points. As of March 31, 2026 and December 31, 2025, 80% of these notes qualified as Tier 2 capital.
As of both March 31, 2026, and December 31, 2025, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled approximately $1 million.
Secured Borrowings
The balance of secured borrowings was $14 million and $15 million as of March 31, 2026 and December 31, 2025, respectively. The Company did not transfer any principal balance of loans to another financial institution during the three months ended March 31, 2026 or during the year ended December 31, 2025, that were accounted for as secured borrowings. The remaining amortized cost balance of the underlying loans was $15 million as of both March 31, 2026 and December 31, 2025. None of the loans underlying the secured borrowings were past due 30 days or greater or on nonaccrual as of March 31, 2026 and December 31, 2025, and were all internally rated as “pass” loans as presented in our “credit quality indicators” section of “Note 3 – Loans and Allowance for Credit Losses”. The loans were included in our allowance for credit losses process and an allowance was calculated on the loans as part of their inclusion in a pool with other loans with similar credit risk characteristics. There were no charge-offs of the loans underlying the secured borrowings during the three months ended March 31, 2026. The underlying loans collateralize the borrowings and cannot be sold or pledged by the Company.
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8. STOCK-BASED COMPENSATION
The 2017 Equity Compensation Plan (the “2017 Plan”) was replaced during 2025 and previously had a maximum number of 750,000 shares reserved for issuance. No further awards will be granted under the 2017 Plan, but the plan will remain in effect only so long as awards granted under the plan remain outstanding. The 2017 Plan was replaced during 2025 with the 2025 Omnibus Incentive Plan (the “2025 Plan”), which has a maximum of 600,000 shares reserved for issuance. The purpose of the 2025 Plan, similar to the 2017 Plan, is to promote the success of the Company by providing greater incentives to employees, non-employee directors, consultants and advisors to associate their personal financial interests with the long-term financial success of the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management practices.
A summary of stock option activity for the three months ended March 31, 2026, follows:
Weighted
Aggregate
Remaining
Intrinsic
Exercise
Contractual
Price
Term (Yrs)
(in thousands)
Options outstanding, beginning of period
17,800
11.99
0.5
Exercised
(9,300)
Options outstanding, end of period
8,500
0.2
Exercisable at end of period
There was no stock-based compensation expense associated with stock options for the three months ended March 31, 2026 and 2025. As of March 31, 2026, we do not have any unrecognized compensation expense associated with the stock options.
A summary of time vested restricted stock award activity for the three months ended March 31, 2026, follows:
Grant-Date
Per Share
Unvested restricted stock outstanding, beginning of period
60,250
12.97
3.0
Vested
(17,650)
13.59
Unvested restricted stock outstanding, end of period
42,600
12.71
Stock-based compensation expense for time vested restricted stock awards totaled $67 thousand and $31 thousand for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, unrecognized compensation expense associated with restricted stock awards was $504 thousand, which is expected to be recognized over the remaining contractual term.
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A summary of performance-based restricted stock units (the “Units”) for the three months ended March 31, 2026, follows:
Unvested Units outstanding, beginning of period
319,960
12.36
(67,387)
14.58
Forfeited
(3,526)
13.52
Unvested Units outstanding, end of period
249,047
11.74
These Units are subject to service and performance conditions and vest based on the achievement of both conditions. Achievement of the performance condition will be determined at the end of the five-year performance period for awards granted prior to 2025 by evaluating the: (1) Company’s adjusted earnings per share compound annual growth measured for the performance period and (2) performance factor achieved. Achievement of the performance condition will be determined at the end of the three-year performance period for awards granted in 2025 by evaluating the: (1) Company’s return on average assets versus peers; (2) growth in noninterest bearing deposits versus peers; (3) total shareholder return versus peers; and (4) performance factor achieved. Payouts between performance levels will be determined based on straight line interpolation. Upon vesting, payout will be primarily Company common shares but based on the terms of the award and performance factor achieved some payouts may be in cash.
The Company recognized $42 thousand and zero stock-based compensation expense during the three months ended March 31, 2026, and 2025, respectively, as a result of the probability of a portion of the Units vesting. The potential unrecognized compensation expense associated with these Units was approximately $2 million and $3 million as of March 31, 2026 and December 31, 2025, respectively.
9. COMMITMENTS AND CONTINGENCIES
Financial Instruments with Off-Balance Sheet Risk
Primis is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and guarantees of credit card accounts. These instruments involve elements of credit and funding risk in excess of the amounts recognized in the consolidated balance sheets. Letters of credit are written conditional commitments issued by Primis to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had letters of credit outstanding totaling $19 million and $20 million as of March 31, 2026 and December 31, 2025, respectively.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based on the contractual amount of these instruments. Primis uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, Primis does not require collateral or other security to support financial instruments with credit risk.
Allowance For Credit Losses - Off-Balance Sheet Credit Exposures
The allowance for credit losses on off-balance sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Primis is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recorded if the Company has the unconditional right to cancel the obligation. Off-balance sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed above. For the period of exposure, the estimate of expected credit losses
34
considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 3 - Loans and Allowance for Credit Losses, as if such commitments were funded. The allowance for credit losses on off-balance sheet credit exposures is reflected in other liabilities in the condensed consolidated balance sheets.
The following table details activity in the allowance for credit losses on off-balance sheet credit exposures ($ in thousands):
Balance as of January 1
1,006
1,121
(Benefit) provision for credit losses
(136)
Balance as of March 31
1,134
Commitments
Commitments to extend credit are agreements to lend to a customer if there is no violation of any condition established in the contract. Commitments are made predominately for adjustable rate loans and generally have fixed expiration dates of up to three months or other termination clauses and usually require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Primis evaluates each customer’s creditworthiness on a case-by-case basis.
The Company had $215 million in mortgage loan commitments outstanding as of March 31, 2026, related to approved mortgage loan applications, although not all approved applications will ultimately fund.
As of March 31, 2026 and December 31, 2025, the Company had unfunded lines of credit and undisbursed construction loan funds totaling $588 million and $567 million, respectively, not all of which are expected to be drawn. Virtually all of the unfunded lines of credit and undisbursed construction loan funds are variable rate instruments. The amount of certificate of deposit accounts maturing in less than one year was $278 million as of March 31, 2026. Management anticipates that funding requirements for these commitments will be met in the normal course of business.
Primis also had outstanding commitments under subscription agreements entered into for investments in non-marketable equity securities of $1 million as of both March 31, 2026 and December 31, 2025.
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10. EARNINGS PER SHARE
The following is a reconciliation of the denominators of the basic and diluted EPS computations ($ in thousands, except per share data):
Income
(Numerator)
(Denominator)
Basic EPS
24,665
Effect of dilutive stock options and unvested restricted stock
Diluted EPS
24,715
24,707
24,723
The Company had 7,589 and 35,800 anti-dilutive options as of March 31, 2026 and March 31, 2025, respectively.
11. SEGMENT INFORMATION
The Company’s reportable operating segments are determined based on its internal organizational structure, which is overseen by the CEO, the Company’s designated Chief Operating Decision Maker. While the CEO consults with key members of his leadership team, the ultimate responsibility for making operational decisions and resource allocations resides with the CEO. For the three months ended March 31, 2026 and 2025, the Company’s internal organizational structure and resulting management reporting was concentrated around the Bank and Primis Mortgage, which resulted in the Company determining these to be its two reportable segments.
Primis’ organizational structure and its operational segments are determined by attributes such as products, services, and customer base, which are then aggregated based on similarities around these attributes. The operating results for each segment are regularly reviewed by the CEO using a broad set of financial and operational data. Key financial data utilized by the CEO to assess financial performance and allocate resources includes loan and deposit growth, certain direct expenses, net interest income and mortgage banking income, along with overall net income attributable to Primis’ common shareholders. The CEO also considers actual results compared to budgeted results in these metrics when assessing performance and making determinations related to resource allocations. The following is a description of the Company’s reportable segments.
Primis Bank. This segment specializes in providing financing services to businesses in various industries along with consumer and residential loans to individuals. The segment also provides deposit-related services to businesses, non-profits, municipalities, and individual consumers. The primary source of revenue for this segment is interest income from the origination of loans, while the primary expenses are interest expenses on deposits, provisions for credit losses, personnel costs, and data processing expenses.
Primis Mortgage. This segment specializes in originating mortgages in a majority of the U.S. The primary source of revenue for this segment is noninterest income generated from the origination and sale of mortgage loans, while the primary expense of the segment is personnel costs.
The following table provides financial information for the Company's reportable segments. In addition to the Company’s two reportable segments as described above, the caption “Other” has been included to provide reconciliation of the Company’s consolidated results and includes operational costs that are not a part of the two reportable segments but
36
don’t qualify to be considered a separate reportable segment. “Other” primarily includes the Primis Bank Holding Company and PFH (for the three months ended March 31, 2025), which are generally cost centers to the consolidated entity, along with elimination adjustments to reconcile the results of the reportable segments to the consolidated financial statements prepared in conformity with GAAP.
As of and for the three months ended March 31, 2026
($ in thousands)
Primis Mortgage
Primis Bank
Other (1)
Consolidated Company
Interest income
2,376
51,105
45
Interest expense
19,584
1,868
Net interest income (loss)
31,521
(1,823)
1,533
Net interest income (loss) after provision for credit losses
2,360
29,988
2,795
8,712
10,601
243
266
1,922
1,506
10,401
12,010
10,484
22,924
346
2,636
9,859
(2,169)
617
2,091
306
2,019
7,768
(2,475)
209,722
4,231,148
(184,202)
37
As of and for the three months ended March 31, 2025
1,056
46,617
19,691
1,668
26,926
(1,618)
25,330
5,722
(107)
1,831
24,889
26,720
1,724
4,680
9,686
3,575
131
2,718
9,267
1,489
11,726
5,781
21,671
5,064
997
5,383
18,207
225
1,116
4,212
772
4,267
13,995
17,597
89,531
3,665,760
(57,981)
3,697,310
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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis (“MD&A”) is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Primis. This discussion and analysis should be read in conjunction with the condensed consolidated financial statements, the footnotes thereto, and the other financial data included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025. Results of operations for the three months ended March 31, 2026, are not necessarily indicative of results that may be achieved for any other period. The emphasis of this discussion will be on the three months ended March 31, 2026, compared to the three months ended March 31, 2025 for the condensed consolidated income statements. For the condensed consolidated balance sheets, the emphasis of this discussion will be the balances as of March 31, 2026 compared to December 31, 2025. This discussion and analysis contain statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.
FORWARD-LOOKING STATEMENTS
Statements and financial discussion and analysis contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and are instead based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are inherently subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The words “believe,” “may,” “forecast,” “should,” “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “predict,” “intend,” “continue,” “would,” “could,” “hope,” “might,” “assume,” “objective,” “seek,” “plan,” “strive” or similar words, or the negatives of these words, identify forward-looking statements.
Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements. In addition to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, and the other reports we file with the Securities and Exchange Commission, factors that could contribute to those differences include, but are not limited to:
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Forward-looking statements are not guarantees of performance or results and should not be relied upon as representing management’s views as of any subsequent date. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe we have chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. When considering forward-looking statements, you should refer to the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our periodic and current reports filed with the SEC for specific factors that could cause our actual results to be different from those expressed or implied by our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q (or an earlier date to the extent applicable). Except as required by applicable law, we undertake no obligation to publicly updated or revise these forward-looking statements in light of new information or future events.
OVERVIEW
Primis Financial Corp. is the bank holding company for Primis Bank, a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. Primis Bank has 24 full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. As of March 31, 2026, Primis had $4.3 billion in total assets, $3.4 billion in total loans held for investment, $3.4 billion in total deposits and $427 million in total stockholders’ equity.
We organized the core bank and lines of business in a way that we believe will drive premium operating results. Our strategy centers on growing earning assets, growing non-interest deposits, and achieving higher production and profitability in our retail mortgage business and the first quarter of 2026 was reflective of progress in these areas.
OPERATIONAL HIGHLIGHTS
Executive Overview
Our growth strategy is focused on driving higher production and profitability in four key areas of the company identified as the core community bank, mortgage warehouse, Panacea financial lending, and PMC. The following highlights key metrics from these four areas during the first quarter of 2026:
Core Community Bank
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Panacea Financial Division of the Bank
Mortgage Warehouse
Primis Mortgage Company
Funding for many of our strategies (all of the above excluding the core community bank) is provided exclusively by the Bank’s digital platform powered by what we believe is one of the safest and most functional deposit accounts in the nation. Because of the scalability of the platform, there is significantly less pressure on the core community bank to provide this funding and risk the profitable, decades old relationships with core customers. The digital platform ended the first quarter of 2026 with approximately $1.0 billion of deposits with a cost of deposits of 3.79%. The digital platform successfully grew business accounts in 2026 with small business balances reaching $28 million as of March 31, 2026, up substantially from $16 million at December 31, 2025. Over 1,200 of our digital accounts have come from referrals from other customers and approximately 81% of our consumer accounts have been with the Bank for over two years.
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SUMMARY OF FINANCIAL RESULTS
Results of Operations Highlights
The quarter ended March 31, 2026 was strong, earning $7 million, or $0.30 basic and diluted earnings per common share, compared to net income available to common shareholders of $23 million, or $0.92 basic and diluted earnings per common share, for the three months ended March 31, 2025. Net income available to common shareholders included $25 million in one-time gains related to the deconsolidation of PFH during the three months ended March 31, 2025. When excluding the one-time gains, net income available to common shareholders grew $9 million in the first quarter of 2026 when compared to the same quarter last year.
The key financial drivers of the year over year results are noted in the following table with additional discussions following the table ($ in thousands).
Three Months Ended
compared to
Favorable (unfavorable) change
5,710
47
Noninterest income
(18,780)
Noninterest expenses
(1,238)
Provision for income taxes
2,539
Noncontrolling interest
(15,324)
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Balance Sheet Highlights
RESULTS OF OPERATIONS
Net Income
Net income available to common shareholders for the three months ended March 31, 2026 totaled $7 million, or $0.30 basic and diluted earnings per share, compared to $23 million, or $0.92 basic and diluted earnings per share, for the three months ended March 31, 2025. Net income available to common shareholders during the three months ended March 31, 2025 included a $25 million one-time gain related to the deconsolidation of PFH. When excluding the one-time gain, net income available to common shareholders grew $9 million in the first quarter of 2026 when compared to the same quarter last year and reflects an increase in noninterest income of $6 million primarily due to higher mortgage banking income in the first quarter of 2026 driven by growth of PMC and higher loan sales and related gains. The results also reflect a $6 million increase in net interest income driven by an increase in interest and dividend income primarily from higher average loans held for investment balances. These are partially offset by an increase in noninterest expenses of $1 million driven by personnel expenses due to growth in PMC and a decrease in noncontrolling income of $4 million. Additional details of the changes in net income will be discussed in the remaining sections of this Results of Operations section.
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Net Interest Income and Net Interest Margin
Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings.
The following table details average balances of interest-earning assets and interest-bearing liabilities, the amount of interest earned/paid on such assets and liabilities, and the yield/rate for the periods indicated:
Average Balance Sheets and Net Interest Margin
Analysis For the Three Months Ended
Income/
Yield/
Expense
($ amounts in thousands)
Assets
Interest-earning assets:
159,007
6.06
170,509
2,564
6.10
Loans, net of deferred fees (1) (2)
3,297,456
47,758
5.87
2,897,481
42,400
5.93
Investment securities
176,582
1,911
4.39
245,216
1,906
Other earning assets
161,199
3.73
86,479
Total earning assets
3,794,244
5.72
3,399,685
5.69
(45,204)
(47,039)
Total non-earning assets
306,670
288,951
4,055,710
3,641,597
Liabilities and stockholders' equity
Interest-bearing liabilities:
NOW and other demand accounts
838,845
4,244
2.05
805,522
4,515
2.27
750,380
4,539
2.45
788,067
5,420
2.79
922,152
7,202
754,304
6,418
316,281
2,517
335,702
3,039
3.67
2,827,658
2.65
2,683,595
2.93
Borrowings
181,185
6.60
116,955
6.82
Total interest-bearing liabilities
3,008,843
2.89
2,800,550
Noninterest-bearing liabilities:
Demand deposits
533,570
446,404
86,090
38,280
3,628,503
3,285,234
Primis common stockholders' equity
427,207
344,381
11,982
Total stockholders' equity
356,363
Interest rate spread
2.60
Net interest margin
3.43
Net interest income was $32 million for the three months ending March 31, 2026, compared to $26 million for the three months ended March 31, 2025. Net interest income increased primarily as a result of higher average net loans balances in the first quarter of 2026 compared to same period in prior year while rates over this same time remained relatively stable. Interest expense remained relatively flat due to lower rates on interest bearing deposit accounts despite deposit growth in the current year. Our net interest margin for the three months ending March 31, 2026 was 3.43%, compared to 3.15% for the three months ending March 31, 2025. Continued rebuilding of earning asset levels coupled with favorable deposit pricing was responsible for the improvement during the first quarter of 2026. Margin increased by 28 basis points primarily from higher average interest-earning asset balances and higher net interest income when comparing the three months ending March 31, 2026 to the three months ending March 31, 2025.
Provision for Credit Losses
The provision for credit losses is a current charge to earnings made in order to adjust the allowance for credit losses for current expected losses in the loan portfolio based on an evaluation of the loan portfolio characteristics, current economic conditions, changes in the nature and volume of lending, historical loan experience and other known internal and external factors affecting loan collectability, and assessment of reasonable and supportable forecasts of future economic conditions that would impact collectability of the loans. Our allowance for credit losses is calculated by segmenting the loan portfolio by loan type and applying risk factors to each segment. The risk factors are determined by considering historical loss data, peer data, as well as applying management’s judgment.
For both the three months ended March 31, 2026 and 2025, we had a provision for credit losses of $2 million. The provision was flat when comparing the three months ended March 31, 2026 to March 31, 2025 as a result of provision increases in our commercial, commercial owner occupied, and warehouse loan portfolio growth being largely offset by net charge-offs in the consumer loan portfolio. See additional discussion in the Asset Quality section of this MD&A.
The Financial Condition section of this MD&A provides information on our loan portfolio, past due loans, nonperforming assets and the allowance for credit losses.
Noninterest Income
Change
(93)
Gain on Panacea Financial Holdings investment
5,145
688
(556)
Noninterest income decreased 58% to $14 million for the three months ended March 31, 2026, compared to $32 million for the three months ended March 31, 2025. Noninterest income included a $25 million one-time gain related to the deconsolidation of PFH during the three months ended March 31, 2025. When excluding the one-time gain, noninterest income for the three months ended March 31, 2026 grew $8 million compared to the same period in 2025. The increase was primarily driven by $5 million of higher income from mortgage banking activity during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The 92% increase in mortgage banking income was related to an increase in funded loan volume and subsequent sale of a large amount of these funded loans during the first quarter of 2026 along with a $2 million increase in fair value gains on the portfolio in the first quarter of 2026 compared to the same quarter in 2025.
Noninterest income also had increases year-over-year as a result of gains on sale of loans of $567 thousand during the three months ended March 31, 2026, primarily related to the sale of the guaranteed portion of SBA loans driven by the Panacea Division. Consumer Program related income increased $688 thousand, driven by positive fair value adjustments on the related derivative in the first quarter of 2026 compared to negative adjustments in the same quarter in 2025. Noninterest income from the Consumer Program is expected to be increasingly immaterial going forward as promotional loans continue to decline. Meanwhile, we anticipate additional gains from loan sales during the remainder of the year generated by the Panacea Division.
Income from bank-owned life insurance increased $47 thousand for the three months ended March 31, 2026 compared to March 31, 2025. The Company is currently in the process of restructuring its bank-owned life insurance portfolio which is anticipated to improve noninterest income by approximately $1.2 million annually, beginning late in the second quarter of 2026.
Noninterest Expense
1,615
1,124
(55)
(661)
246
(106)
(365)
(720)
1,238
Noninterest expenses increased 4% to $34 million during the three months ended March 31, 2026, compared to $33 million during the three months ended March 31, 2025. The increase was primarily driven by higher salaries and benefits expenses and occupancy expenses, partially offset by declines in most of our other noninterest expense categories.
Salaries and benefits expenses increased $2 million during the three months ended March 31, 2026, compared to the same period in 2025. PMC accounted for most of the growth in salaries and benefits due to the significant growth of the business in the last year.
Occupancy expenses grew $1 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily as a result of increased lease expense related to the sale-leaseback transaction executed in December of 2025.
Data processing expense decreased $661 thousand during the three months ended March 31, 2026, compared to the same period in 2025 driven by the reduced cost of data processing for our core loan and deposit system as a result of renegotiating our core data processing contract with our vendor in the second half of 2025.
Professional fees decreased $365 thousand in the first quarter of 2026 compared to the first quarter of 2025 primarily due to legal, accounting, and audit related costs in the current year starting to normalize after the prior year increases that were attributable to specific non-recurring accounting events. Other operating expenses decreased $720 thousand during the three months ended March 31, 2026, compared to the same period in 2025 attributable to continued overall general expense discipline across the company.
FINANCIAL CONDITION
The following illustrates key balance sheet categories as of March 31, 2026 and December 31, 2025 ($ in thousands):
500
(189)
15,649
112,185
344,953
321,557
23,396
209,280
317,286
139,487
177,799
89,119
89,420
(301)
204,978
Total equity
4,302
Total liabilities and equity
LOAN PORTFOLIO
Loans Held for Sale
LHFS increased $57 million during the first quarter of 2026 from December 31, 2025 primarily due to the origination for sale during the quarter of $41 million of Panacea Financial division commercial loans and an increase of $16 million in PMC loans. A majority of the Panacea loans were sold to another financial institution a few weeks after March 31, 2026 and the remainder is anticipated to be sold to the same financial institution before June 30, 2026. The increase in PMC loans is a result of overall increase in origination volume during the quarter.
Loans Held for Investment
Gross LHFI were $3.4 billion and $3.3 billion as of March 31, 2026 and December 31, 2025, respectively. The increase in loans was driven by growth of mortgage warehouse loans and Panacea Division commercial loans. The growth was partially offset by loan paydowns during the three months ended March 31, 2026 of consumer loans and non-owner occupied commercial real estate loans. As of March 31, 2026 and December 31, 2025, a majority of our loans were to customers located in Virginia and Maryland. We are not dependent on any single customer or group of customers whose insolvency would have a material adverse effect on our operations.
The composition of our loans HFI portfolio consisted of the following as of March 31, 2026 and December 31, 2025 ($ in thousands):
Percent
15.7
15.5
15.9
17.3
0.1
4.5
16.5
17.5
4.4
4.3
1.8
1.9
58.9
60.6
32.5
29.6
Paycheck protection program loans
9.6
99.9
100.0
The following table sets forth the contractual maturity ranges of our LHFI portfolio and the amount of those loans with fixed and floating interest rates in each maturity range as of March 31, 2026 ($ in thousands):
After 1 Year
After 5 Years
Through 5 Years
Through 15 Years
After 15 Years
One Year
Fixed
Floating
or Less
36,367
67,239
40,872
205,941
137,277
45,586
104,069
140,524
29,798
78,167
74,767
9,129
103,700
876
412
518
83,017
12,263
47,987
8,117
23,201
34,619
18,199
20,150
36,281
68,476
359,785
52,555
47,235
22,843
5,779
21,632
2,477
133
6,140
635
52,338
302,562
302,425
165,956
304,904
263,374
79,282
583,332
124,608
65,586
540,940
322,681
46,437
1,022
3,164
31,078
144,331
41,209
58,414
6,802
1,767
459,964
512,342
748,105
685,999
316,613
82,071
586,500
2,291
1,090
883
370
462,255
513,432
748,243
317,496
82,441
49
Our highest concentration of credit by loan type is in commercial real estate. As of March 31, 2026, 36% of our loan portfolio was comprised of loans secured by commercial real estate, including multi-family residential loans and loans secured by farmland. Commercial real estate loans are generally viewed as having a higher risk of default than residential real estate loans and depend on cash flows from the owner’s business or the property’s tenants to service the debt. The borrower’s cash flows may be affected significantly by general economic conditions, a downturn in the local economy, or in occupancy rates in the market where the property is located, any of which could increase the likelihood of default.
We seek to mitigate risks attributable to our most highly concentrated portfolios and our portfolios that pose unique risks to our balance sheet through our credit underwriting and monitoring processes, including oversight by a centralized credit administration function, approval process, credit policy, and risk management committee, as well as through our seasoned bankers that focus on lending to borrowers with proven track records in markets with which we are familiar.
The following table presents the composition of the industry classification for commercial real estate non-owner occupied loans as a percentage of total loans for the periods ended March 31, 2026 and December 31, 2025 ($ in thousands):
Hotel/ Motel
154,861
28.7
163,487
28.8
Office
134,768
24.9
131,638
23.2
Retail
83,271
15.4
80,918
14.3
Assisted living
40,971
7.6
54,382
Mixed use
44,047
8.2
44,626
7.9
Warehouse/ Industrial
23,624
20,691
3.6
Daycare/Schools/Churches
10,677
2.0
Self-storage
10,343
10,402
Leisure/Recreational
5,988
1.1
10,695
31,604
5.8
39,492
7.0
Total Commercial real estate - non-owner occupied
The following table presents the composition of office portfolio loans for commercial real estate non-owner occupied loans, their loan count and their weighted average loan-to-value as of March 31, 2026 and December 31, 2025 ($ in thousands):
Commercial real estate - non-owner occupied - Office Portfolio (1)
Loan count
Weighted Average Loan-to-Value
Commercial medical office
9,228
66.3
9,303
66.7
Commercial office building
111,913
66.9
108,586
65.9
Commercial office/ warehouse
13,627
36.6
13,749
36.8
52
63.8
62.9
(1) The office portfolio is a subset of our Commercial real estate non-owner occupied loans.
The shift to work-from-home and hybrid work environments has caused a decreased utilization of office space. As such, we have additional monitoring for our exposure to office space, within our non-owner occupied commercial real estate portfolio, including periodic credit risk assessment of expiring office leases for most of the office portfolio. We do not currently finance large, high-rise, or major metropolitan central business district office buildings, and the office portfolio is generally in suburban markets with strong occupancy levels.
The following table sets forth the contractual maturity ranges of our Consumer Program loan portfolio as of March 31, 2026, which is only originated at fixed rates ($ in thousands):
One Year or Less
After One Year to Five Years
After Five Through Ten Years
After Ten Years
Total Consumer Program Loans
467
19,009
62,609
82,085
Over the past two years our Consumer Program loan portfolio comprised a significant amount of loans that had a no-interest promotional period. A majority of these have paid-off or converted to an amortization period and as of March 31, 2026 we only had approximately $800 thousand of principal amount of promotional loans that remain in a promotional period. All of these loans will end their promotional period in the next eight months.
ASSET QUALITY
Nonperforming Assets
The following table presents a comparison of nonperforming assets as of March 31, 2026 and December 31, 2025 ($ in thousands):
Nonaccrual loans
Loans past due 90 days and accruing interest
20,222
Total nonperforming assets
105,171
86,536
SBA guaranteed amounts included in nonperforming loans
5,033
4,482
Allowance for credit losses to total loans
1.37
1.40
Allowance for credit losses to nonaccrual loans
54.60
54.09
Allowance for credit losses to nonperforming loans
44.10
53.02
Nonaccrual to total loans
2.51
2.59
Nonperforming assets excluding SBA guaranteed loans to total assets
2.35
2.03
Nonperforming assets increased $19 million, or 22%, as of March 31, 2026 compared to December 31, 2025, which was driven by an increase in loans past due greater than 90 days and still accruing interest. This increase was driven by one relationship comprised of two commercial loans to a small business located within our core community bank lending footprint. Subsequent to March 31, 2026, multiple payments were made to the loans that resulted in the status of each loan reducing to approximately 40 days past due.
We will generally place a loan on nonaccrual status when it becomes 90 days past due, with the exception of most consumer loans, which are charged off at 120 days past due and Consumer Program loans, which are charged off once they reach 90 days past due. Loans will also be placed on nonaccrual status in cases where we are uncertain whether the borrower can satisfy the contractual terms of the loan agreement. Cash payments received while a loan is categorized as nonaccrual will be recorded as a reduction of principal as long as doubt exists as to future collections.
We maintain appraisals on loans secured by real estate, particularly those categorized as nonperforming loans and potential problem loans. In instances where appraisals reflect reduced collateral values, we make an evaluation of the borrower’s overall financial condition to determine the need, if any, for impairment or write-down to their fair values. If foreclosure occurs, we record OREO at the lower of our recorded investment in the loan or fair value less our estimated costs to sell.
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Our loan portfolio losses and delinquencies have been primarily limited by our underwriting standards and portfolio management practices. Whether losses and delinquencies in our portfolio will increase significantly depends upon the value of the real estate securing the loans and economic factors, such as the overall economy, rising or elevated interest rates, historically high or persistent inflation, and recessionary concerns.
Allowance for Credit Losses
We are focused on the asset quality of our loan portfolio, both before and after a loan is made. We have established underwriting standards that we believe are effective in maintaining high credit quality in our loan portfolio. We have experienced loan officers who take personal responsibility for the loans they originate, a skilled underwriting team and highly qualified credit officers that review each loan application carefully.
Our allowance for credit losses is established through charges to earnings in the form of a provision for credit losses. Management evaluates the allowance at least quarterly. In addition, on a quarterly basis, our Board of Directors reviews our loan portfolio, evaluates credit quality, reviews the loan loss provision and the allowance for credit losses and requests management to make changes as may be required. In evaluating the allowance, management and the Board of Directors consider the growth, composition and industry diversification of the loan portfolio, historical loan loss experience, current delinquency levels and all other known factors affecting loan collectability.
The allowance for credit losses is based on the CECL methodology and represents management’s estimate of an amount appropriate to provide for expected credit losses in the loan portfolio. This estimate is based on historical credit loss information adjusted for current conditions and reasonable and supportable forecasts applied to various loan types that compose our portfolio, including the effects of known factors such as the economic environment within our market area will have on net losses. The allowance is also subject to regulatory examinations and determination by the regulatory agencies as to the appropriate level of the allowance.
The following table sets forth the allowance for credit losses allocated by loan category and the percentage of loans in each category to total loans at the dates indicated ($ in thousands):
As of March 31,
As of December 31,
Percent of
Allowance
Loans by
for Credit
Category to
Total Loans
The following table presents an analysis of the allowance for credit losses for the periods indicated ($ in thousands):
Balance, beginning of period
Provision charged to operations:
Total provisions
Recoveries credited to allowance:
Total recoveries
48,982
58,355
Loans charged off:
206
14,128
Total loans charged-off
14,334
Net charge-offs
11,299
Balance, end of period
Net charge-offs to average loans, net of unearned income
0.12
1.48
We believe that the allowance for credit losses as of March 31, 2026 is sufficient to absorb future expected credit losses in our loan portfolio based on our assessment of all known factors affecting the collectability of our loan portfolio. Our assessment involves uncertainty and judgment; therefore, the adequacy of the allowance for credit losses cannot be determined with precision and may be subject to change in future periods. In addition, bank regulatory authorities, as part of their periodic examination, may require additional charges to the provision for credit losses in future periods if the results of their reviews warrant additions to the allowance for credit losses.
Our allowance for credit losses was $46 million as of both March 31, 2026 and December 31, 2025. The allowance was flat during the three months as a result of the provision being mostly offset by net charge-offs during the period. Net charge-offs were driven by the Consumer Program portfolio and other consumer loan net charge-offs. The provision during the three months ended March 31, 2026 was driven by increases in growth in the commercial, commercial owner occupied, and warehouse loan portfolio balances, partially offset by a decline in commercial non-owner occupied loan balances.
Approximately half of our net charge-offs were related to the Consumer Program portfolio during the three months ended March 31, 2026. During the three months ended March 31, 2026, we charged-off $512 thousand net of recoveries, in the Consumer Program portfolio. Comparatively, during the three months ended March 31, 2025, we charged-off $11 million, net of recoveries. This significant improvement in net charge-offs related to the Consumer Program was a result of the reduction of the promotional loans in the portfolio over that time along with enhanced mitigation and collection efforts implemented by us to improve performance of the portfolio. The remaining balance of net charge-offs during the three months ended March 31, 2026 was related primarily to consumer loans in the Panacea division.
As of March 31, 2026, the principal balance outstanding of Consumer Program loans was $82 million, inclusive of a $5 million discount as a result of our prior decision to market a majority of the portfolio for sale, which has since been moved back to LHFI and will be run-off over time. These loans are accounted for like our other consumer loans and are not placed on nonaccrual because they are charged off when they become 90 days past due. The allowance on this portfolio plus the discount amounts to $7 million, or 8% of the portfolio. As of March 31, 2026, 94% of the outstanding principal balance was current and we had 355% coverage of the principal balance of loans greater than 30 days past due by the aggregate allowance and discount.
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INVESTMENT SECURITIES
Our investment securities portfolio provides us with required liquidity and collateral to pledge to secure public deposits, certain other deposits, advances from the FHLB, and repurchase agreements.
AFS and HTM investment securities totaled $179 million as of March 31, 2026, compared to $178 million as of December 31, 2025, primarily due to purchases of AFS securities in the first quarter of 2026, partially offset by unrealized losses on AFS securities and paydowns, maturities, and calls of the AFS and HTM investments during that time. We recognized no credit impairment charges related to credit losses on our HTM investment securities during the three months ended March 31, 2026.
The following table sets forth a summary of the investment securities portfolio as of the dates indicated. AFS investment securities are reported at fair value, and HTM investment securities are reported at amortized cost ($ in thousands).
Available-for-sale investment securities:
Held-to-maturity investment securities:
Debt investment securities that we have the positive intent and ability to hold to maturity are classified as HTM and are carried at amortized cost. Investment securities classified as AFS are those debt securities that may be sold in response to changes in interest rates, liquidity needs or other similar factors. Investment securities AFS are carried at fair value, with unrealized gains or losses net of deferred taxes, included in accumulated other comprehensive income (loss) in stockholders’ equity. Our portfolio of AFS securities currently contains a material amount of unrealized mark-to-market adjustments due to increases in market interest rates since the original purchase of many of these securities. We intend to hold these securities until maturity or recovery of the value and do not anticipate realizing any losses on the investments.
For additional information regarding investment securities refer to “Note 2 - Investment Securities” in this Form 10-Q.
DEPOSITS AND OTHER BORROWINGS
Deposits
Our deposits are diversified in type and by underlying customers and lack significant concentration in any type of customer (i.e. commercial, consumer, government) or industry. The variety of deposit accounts we offer allows us to be competitive in obtaining funds and in responding to the threat of disintermediation (the flow of funds away from depository institutions such as banking institutions into direct investment vehicles such as government and corporate securities). Our ability to attract and maintain deposits, and the effect of such retention on our cost of funds, has been, and will continue to be significantly affected by the general economy and market rates of interest.
Total deposits increased by $28 million to $3.4 billion as of March 31, 2026 from $3.4 billion at December 31, 2025. The mix of deposits changed during the three months ended March 31, 2026, including an increase in money market,
savings and time deposit balances of $59 million, offset by a decline in lower-cost demand and NOW deposit balances of $31 million. Deposits are net of excess amounts we sweep off balance sheet to manage liquidity, but we had no swept deposits as of both March 31, 2026 and December 31, 2025.
Approximately $1.0 billion of our total deposits at both March 31, 2026 and December 31, 2025 are from our digital banking platform with a substantial portion of these deposits from customers outside of our local branch footprint. As of March 31, 2026, approximately 81% of the customers on the digital platform have been with us for at least two years.
Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit accounts that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits as calculated per regulatory guidance were $873 million, or 25% of total deposits at the Bank, as of March 31, 2026.
The following table sets forth the average balance and average rate paid on each of the deposit categories for the nine months ended March 31, 2026 and 2025 ($ in thousands):
3,361,228
3,129,999
Other Borrowings
We borrow funds on a short-term basis to support our liquidity needs and to temporarily satisfy our funding needs from increased loan demand and for other shorter-term purposes. We are a member of the FHLB and are authorized to obtain advances from the FHLB from time to time, as needed. The FHLB has a credit program for members with different maturities and interest rates, which may be fixed or variable. We are required to collateralize our borrowings from FHLB with purchases of FHLB stock and other collateral acceptable to the FHLB. As of March 31, 2026 and December 31, 2025, we had $230 million and $25 million of FHLB borrowings, respectively. The borrowings from the FHLB during the three months ended March 31, 2026 are short-term borrowings and were obtained primarily to fund increased loan growth experienced during the quarter. As of March 31, 2026, we had $242 million of unused and available FHLB lines of credit as well as $493 million of available credit with the FRB, secured by excess collateral pledged to the FHLB and FRB in the form of loans and investment securities.
We had secured borrowings of $14 million and $15 million as of March 31, 2026 and December 31, 2025, respectively. These borrowings reflect the cash received for transferring the loans to the other financial institution and any unamortized sale premium and are secured by approximately the same amount of loans held for investment that are recorded in our balance sheet. For additional information on secured borrowings refer to “Note 7 –Debt and Other Borrowings” in this Form 10-Q.
JUNIOR SUBORDINATED DEBT AND SENIOR SUBORDINATED NOTES
On January 31, 2026, we repaid $27 million of our fixed-to-floating rate senior Subordinated Notes due 2027. At the time of repayment, interest was payable at a floating rate equal to three-month CME Term SOFR plus a tenor spread adjustment of 0.26%. The full benefit to our interest expense and interest margin of repayment is anticipated to be realized beginning in the second quarter of 2026.
For information about junior subordinated debt and senior subordinated notes and their anticipated principal repayments refer to “Note 7 –Debt and Other Borrowings.”
LIQUIDITY AND FUNDS MANAGEMENT
The objective of our liquidity management is to ensure the ability to meet our financial obligations. These obligations include the payment of deposits on demand or at maturity, the repayment of borrowings at maturity and the ability to fund commitments and other new business opportunities. We obtain funding from a variety of sources, including customer deposit accounts, customer certificates of deposit and payments on our loans and investments. If our level of core deposits is not sufficient to fully fund our lending activities, we have access to funding from additional sources, including but not limited to, borrowing from the FHLB and institutional certificates of deposits. In addition, we maintain federal funds lines of credit with two correspondent banks, totaling $75 million, and utilize securities sold under agreements to repurchase and reverse repurchase agreement borrowings from approved securities dealers as needed. For additional information about borrowings and anticipated principal repayments refer to the discussion previously in “Deposits and Other Borrowings”, “Note 7 –Debt and Other Borrowings” and “Note 9 – Commitments and Contingencies”.
We prepare a cash flow forecast on a 30, 60 and 90 day basis along with a one and two year basis. These projections incorporate expected cash flows on loans, investment securities, and deposits based on data used to prepare our interest rate risk analyses. As of March 31, 2026, we were not aware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity. As of March 31, 2026, we had no material commitments or long-term debt for capital expenditures.
Impact of Inflation and Changing Prices
The financial statements and related financial data presented in Item 1 “Financial Statements” of this Quarterly Report have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates have a more significant impact on our performance than the effects of changes in the general rate of inflation and changes in prices do. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Many factors impact interest rates, including the decisions of the FRB, inflation, recession, changes in unemployment, the money supply, and international disorder and instability in domestic and foreign financial markets. Like most financial institutions, changes in interest rates can impact our net interest income, which is the difference between interest earned from interest-earning assets, such as loans and investment securities, and interest paid on interest-bearing liabilities, such as deposits and borrowings, as well as the valuation of our assets and liabilities.
CAPITAL RESOURCES
Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary, Primis Bank, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of March 31, 2026 and December
56
31, 2025, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA. Federal banking agencies do not provide a similar well capitalized threshold for bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of March 31, 2026, that we meet all capital adequacy requirements to which we are subject.
The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards:
Minimum
Required for
To Be
Actual Ratio at
Adequacy
Categorized as
Purposes
Well Capitalized (1)
Primis Financial Corp.
Leverage ratio
n/a
8.76
8.80
Common equity tier 1 capital ratio
4.50
9.18
9.36
Tier 1 risk-based capital ratio
9.45
9.64
Total risk-based capital ratio
8.00
12.01
12.40
5.00
9.69
9.74
6.50
10.50
10.74
8.50
10.00
11.75
Bank regulatory agencies have approved regulatory capital guidelines (“Basel III”) aimed at strengthening existing capital requirements for banking organizations. The Basel III Capital Rules require Primis Financial Corp. and Primis Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer”, (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, (iii) a minimum ratio of Total capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer and (iv) a minimum leverage ratio of 4.0%. Failure to meet minimum capital requirements may result in certain actions by regulators which could have a direct material effect on the consolidated financial statements.
Primis Financial Corp. and Primis Bank remain well-capitalized under Basel III capital requirements. Primis Bank had a capital conservation buffer of 3.76% and 3.99% as of March 31, 2026 and December 31, 2025, respectively, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions.
CRITICAL ACCOUNTING POLICIES
The critical accounting policies are discussed in the MD&A in our Annual Report on Form 10-K for the year ended December 31, 2025. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in “Note 1 - Organization and Significant Accounting Policies” in the Form 10-K for the year ended December 31, 2025. Disclosures regarding changes in our significant accounting policies since year end and the effects of new accounting pronouncements are included in “Note 1 - Accounting Policies” in this Form 10-Q. There have been no changes to the significant accounting policies during the three months ended March 31, 2026.
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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are engaged primarily in the business of investing funds obtained from deposits and borrowings into interest-earning loans and investments. Consequently, our earnings significantly depend on our net interest income, which is the difference between the interest income on loans and other investments and the interest expense on deposits and borrowings. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-earning assets, we are subject to interest rate risk and corresponding fluctuations in net interest income. Our ALCO meets regularly and is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. The policies established by the ALCO are reviewed and approved by our Board of Directors. We have employed asset/liability management policies that seek to manage our net interest income, without having to incur unacceptable levels of credit or investment risk.
We use simulation modeling to manage our interest rate risk and review quarterly interest sensitivity. This approach uses a model which generates estimates of the change in our EVE over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts using assumptions including estimated loan prepayment rates, reinvestment rates and deposit decay rates.
The following tables are based on an analysis of our interest rate risk as measured by the estimated change in EVE resulting from instantaneous and sustained parallel shifts in the yield curve as of March 31, 2026 (plus 400 basis points or minus 300 basis points, measured in 100 basis point increments) and December 31, 2025 (plus 400 basis points or minus 400 basis points, measured in 100 basis point increments). All changes are within our Asset/Liability Risk Management Policy guidelines ($ in thousands).
Sensitivity of EVE
As of March 31, 2026
EVE as a % of
Change in Interest Rates
$ Change
% Change
in Basis Points (Rate Shock)
From Base
Book Value
Up 400
599,039
(84,907)
(12.41)
14.07
140.23
Up 300
632,333
(51,613)
(7.55)
14.86
148.02
Up 200
659,938
(24,008)
(3.51)
15.50
154.48
Up 100
679,561
(4,385)
(0.64)
15.96
159.07
Base
683,946
16.07
160.10
Down 100
677,707
(6,239)
(0.91)
15.92
158.64
Down 200
656,169
(27,777)
(4.06)
15.42
153.60
Down 300
618,170
(65,776)
(9.62)
14.52
144.70
As of December 31, 2025
580,061
(92,337)
(13.73)
14.33
137.16
609,258
(63,140)
(9.39)
15.05
144.07
635,000
(37,398)
(5.56)
15.69
150.16
665,294
(7,104)
(1.06)
16.44
157.32
672,398
16.61
159.00
664,487
(7,911)
(1.18)
16.42
157.13
636,039
(36,359)
(5.41)
15.71
150.40
589,701
(82,697)
(12.30)
14.57
139.44
Down 400
496,404
(175,994)
(26.17)
12.26
117.38
Our interest rate sensitivity is also monitored by management through the use of a model that generates estimates of the change in the NII over a range of interest rate scenarios. NII depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. In this regard, our model historically assumes that the composition of our interest sensitive assets and liabilities remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. The results below are within our ALM Policy guidelines as of March 31, 2026 and December 31, 2025 ($ in thousands).
Sensitivity of NII
Adjusted NII
147,724
15,512
144,492
12,280
141,097
8,885
137,437
5,225
132,212
127,898
(4,314)
123,705
(8,507)
120,065
(12,147)
138,460
12,036
135,719
9,295
132,912
6,488
130,888
4,464
126,424
122,521
(3,903)
117,838
(8,586)
113,697
(12,727)
109,356
(17,068)
Sensitivity of EVE and NII are modeled using different assumptions and approaches. Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE and NII sensitivity requires the making of certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. Accordingly, although the EVE tables and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net worth and NII.
ITEM 4 – CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this quarterly report on Form 10-Q, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our CEO and CFO have concluded that these controls and procedures are not effective as of the end of the period covered by this Quarterly Report on Form 10-Q. This conclusion was reached as a result of the continued remediation of previously identified material weakness in its internal controls over financial reporting as further described in Item 9A in the 2025 Annual Report on Form 10-K.
Notwithstanding the material weakness that have not been fully remediated, the Company’s management, including the CEO and CFO, has concluded that the condensed consolidated financial statements, included in this Form 10-Q, as of and for the three months ended March 31, 2026, fairly present, in all material respects, the Company's financial condition, results of operations and cash-flows for the periods presented in conformity with generally accepted accounting principles for interim financial statements.
(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. During the three months ended March 31, 2026, the Company continued to remediate the material weakness in its internal control over financial reporting as previously identified and disclosed in Item 9A in the 2025 Annual Report on Form 10-K. Management continues to put controls in place to remediate the previously identified material weakness and the material weakness will not be remediated until the necessary controls are in place and operating effectively for a sufficient amount of time.
ITEM 1 – LEGAL PROCEEDINGS
Primis and Primis Bank are from time to time a party, as both plaintiff and defendant, to various claims and proceedings arising in the ordinary course of the Company’s business, including administrative and/or legal proceedings that may include employment-related claims, as well as claims of lender liability, breach of contract, and other similar lending-related claims. While the ultimate resolution of these matters cannot be determined at this time, we presently believe that such matters, individually and in the aggregate, will not have a material adverse effect on the our financial condition or results of operations. There are no proceedings pending, or to management’s knowledge, threatened, that represent a significant risk against Primis or Primis Bank as of March 31, 2026.
ITEM 1A – RISK FACTORS
In addition to the other information set forth in this Report, in evaluating an investment in the Company’s securities, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our 2025 Form 10-K, which could materially affect the Company's business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.
There are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2025 Form 10-K.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table sets forth information regarding purchases of our common stock related to our share repurchase program made by us or on our behalf during the three months ended March 31, 2026:
Approximate
Total Number of
Dollar Value of
Shares that May
Purchased as
Yet be
Number of
Part of Publicly
Purchased
Price Paid
Announced Plan
Under the Plan
Period
or Program
or Program (1)
Jan 1-31, 2026
10,110,000
Feb 1-28, 2026
9,907,500
Mar 1-31, 2026
9,960,000
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 – MINE SAFETY DISCLOSURES
ITEM 5 – OTHER INFORMATION
Pursuant to Item 408(a) of Regulation S-K, none of the Company's directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2026.
ITEM 6 - EXHIBITS
(a) Exhibits.
Exhibit No.
Description
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed August 4, 2006)
3.2
Certificate of Amendment to the Articles of Incorporation dated January 31, 2005 (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed on August 4, 2006)
Certificate of Amendment to the Articles of Incorporation dated April 13, 2006 (incorporated herein by reference to Exhibit 3.3 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed on August 4, 2006)
3.4
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)
3.5
Articles of Amendment to the Articles of Incorporation dated July 2, 2025 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on July 2, 2025)
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)
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The following materials from Primis Financial Corp. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (Extensible Business Reporting Language), filed herewith: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income and Comprehensive Income (unaudited), (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
The cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
* Filed with this Quarterly Report on Form 10-Q
** Furnished with this Quarterly Report on Form 10-Q
63
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
May 8, 2026
/s/ Dennis J. Zember, Jr.
(Date)
Dennis J. Zember, Jr.
President and Chief Executive Officer
/s/ Matthew Switzer
Matthew Switzer
Executive Vice President and Chief Financial Officer