Primis Financial Corp 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember31, 2024or Commission file number:001-33037 Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting companyor an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule12b– 2 of the Exchange Act.: Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issues its audit report.☒Yes☐No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.Yes☐No☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the registrant as of June30, 2024 was approximately $227.9million based onthe closing price of the common stock on such date. The number of shares of common stock outstanding as ofApril 15, 2025 was24,722,734. PRIMIS FINANCIAL CORP.FORM10-KTABLE OF CONTENTS PART I PageItem 1.Business5Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments39Item 1C.Cybersecurity39Item 2.Properties41Item 3.Legal Proceedings41Item 4.Mine Safety Disclosures41 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities41Item 6.[Reserved]43Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations44Item 7A.Quantitative and Qualitative Disclosures about Market Risk69Item 8.Financial Statements and Supplementary Data69Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure137Item 9A.Controls and Procedures137Item 9B.Other Information139 PART III Item 10.Directors, Executive Officers and Corporate Governance139Item 11.Executive Compensation145Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters162Item 13.Certain Relationships and Related Transactions, and Director Independence164Item 14.Principal Accounting Fees and Services165 PART IV Item 15.Exhibits and Financial Statement Schedules168Item 16.Form 10-K Summary170 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains statements about future expectations, activities andevents that constitute forward-looking statements within the meaning of, and subject to the protectionof, Section27A of the Securities Act of 1933, as amended, and Section21E of the Exchange Act andare intended to be covered by the safe harbor provided by the same. Forward-looking statements arenot historical facts and are based on current expectations, estimates and projections about ourindustry, management’s beliefs and certain assumptions made by management, many of which, bytheir nature, are inherently uncertain and beyond our control. Accordingly, we caution you that anysuch forward-looking statements are not guarantees of future performance and