Primis Financial Corp 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For theQuarterlyPeriod EndedMarch 31, 2025Commission File No.001-33037 PRIMIS FINANCIAL CORP.(Exact name of registrant as specified in its charter) Virginia20-1417448(State or other jurisdiction(I.R.S. Employer Identification No.)of incorporation or organization) 1676 International Drive, Suite 900McLean,Virginia22102(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: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data Filerequired to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ 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 “largeaccelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” inRule12b–2 of the Exchange Act: Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☒ As of April 30, 2025, there were24,722,734shares of common stock, $0.01 par value,outstanding. PRIMIS FINANCIAL CORP.FORM10-QMarch 31, 2025 TABLE OF CONTENTSPART I - FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31,20242Condensed Consolidated Statements of Income and Comprehensive Income forthe three months ended March 2025 and 20243Condensed Consolidated Statements of Changes in Stockholders’ Equity for thethree months ended March 2025 and 20244Condensed Consolidated Statements of Cash Flows for the three months endedMarch 2025 and 20245Notes to Unaudited Condensed Consolidated Financial Statements6 Item 2 - Management’s Discussion and Analysis of Financial Condition and Resultsof Operations38Item 3 – Quantitative and Qualitative Disclosures about Market Risk55Item 4 – Controls and Procedures57PART II - OTHER INFORMATIONItem 1 – Legal Proceedings57Item 1A – Risk Factors57Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds58Item 3 – Defaults Upon Senior Securities58Item 4 – Mine Safety Disclosures58Item 5 – Other Information58Item 6 - Exhibits59Signatures61 PRIMIS FINANCIAL CORP. CONDENSED CONSOLIDATED BALANCE SHEETS(dollars in thousands, except per share amounts) PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVEINCOME(dollars in thousands, except per share amounts) (Unaudited) PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’EQUITYFOR THE THREEMONTHS ENDED MARCH 31, 2025 AND 2024(dollars in thousands, except per share amounts) (Unaudited) (dollars in thousands, except per share amounts) (Unaudited) PRIMIS FINANCIAL CORP.Notesto Unaudited Condensed Consolidated Financial Statements 1.ACCOUNTING POLICIES Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holdingcompany for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank whichcommenced operations on April 14, 2005. Primis Bank provides a range of financial services toindividuals and small and medium-sized businesses. As of March 31, 2025, Primis Bank hadtwenty-four full-service branches in Virginia andMaryland and also provided services to customers through certain online and mobile applications.The Company is headquartered in McLean, Virginia and has an administrative office in Glen Allen,Virginiaand an operations center in Atlee, Virginia.Primis Mortgage Company(“PMC”),aresidentialmortgage lender headquartered in Wilmington,North Carolina,is a consolidatedsubsidiary of Primis Bank. Panacea Financial Holdings, Inc. (“PFH”), headquartered in Little Rock,Arkansas, owns the rights to the Panacea Financial brand and its intellectual property and partnerswith the Bank to offer a suite of financial products and services for doctors, their practices, andultimately the broader healthcare industry. PFH was de-consolidated from the Company on March 31,2025