Business Description

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. ​ As of December 31, 2025, Primis had $4.0 billion in total assets, $3.3 billion in total loans held for investment, $3.4 billion in total deposits and $423 million in total stockholders’ equity. As of December 31, 2025, Primis Bank had 24 full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Headquartered in McLean, Virginia, the Company has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. 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, as further 6 Table of Contents discussed below in “PFH Deconsolidation and Sale of Shares”. The operating results of PFH were included in the Company’s consolidated operating results through March 31, 2025. Primis Bank’s deposits are insured, up to applicable limits, by the FDIC. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available free of charge on our website at www.primisbank.com as soon as reasonably practicable after we electronically file such material with the SEC. These reports are also available without charge on the SEC’s website at www.sec.gov. We include our website address throughout this filing only as textual references. The information contained on our website is not incorporated in this document by reference. ​ Strategy ​ Primis is focused on building a new, innovative, and better banking experience for its consumers and small and medium-sized businesses. The Bank intends to grow its business, expand its customer base and improve profitability by focusing on the following three areas: 1. Maintaining a strong and efficient community bank in desirable markets. a. The Bank maintains twenty-four office locations in attractive markets in Virginia, Maryland and the Greater Washington, D.C. market b. In these markets, we increased deposits per branch (excluding digital platform deposits) to $100 million as of December 31, 2025 versus $69 million as of December 31, 2021 2. Supplementing core community bank growth and profitability with business lines that we believe can generate above-average risk-adjusted returns such as: a. The Panacea Financial Division, the Bank’s health-care focused brand which ended 2025 with $544 million of loans and $128 million of deposits. This was up from December 31, 2024 when loans were $434 million and deposits were $92 million. b. Primis Mortgage Company, the Bank’s retail mortgage company which had funded production of approximately $1.2 billion in 2025, up from approximately $800 million in 2024; and c. Mortgage Warehouse Lending, which focuses on lending to the independent mortgage company space and which ended 2025 with approximately $1.2 billion in approved lines, $318 million in outstanding loan balances and $29 million of low or no interest customer deposits. 3. Perfecting enhanced digital offerings that allow Primis to attract and retain deposit customers at scale both in and out of our footprint. a. Deposits on the Bank’s digital platform ended 2025 at $992 million with an average balance of $48 thousand. As of December 31, 2025, 82% of those customers had been with the Bank’s digital platform for more than 2 years. ​ Critical to executing this approach: ● Utilizing the Primis Management Team’s Strength . The experience and market knowledge of the Bank’s management team is one of its greatest strengths and competitive advantages. Since the Company’s board of directors appointed Mr. Dennis J. Zember, Jr. as the Chief Executive Officer, effective February 19, 2020, Mr. Zember has added several members to the executive management team.…