Primis Financial Corp 2025年度报告

Commission file number: 001-33037 Securities registered pursuant to Section12(g)of the Act:None 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 of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements 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 to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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 with any newor 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 internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissues 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 included in thefiling 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, 2025 was approximately $233.8 million based on theclosing price of the common stock on such date. The number of shares of common stock outstanding as of February 27, 2026 was 24,699,185. DOCUMENT INCORPORATED BY REFERENCE Parts of the registrant’s Proxy Statement for the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of thisAnnual Report on Form 10-K. PRIMIS FINANCIAL CORP.FORM10-KTABLE OF CONTENTS PART I PageItem 1.Business6Item 1A. Risk Factors23Item 1B. Unresolved Staff Comments40Item 1C.Cybersecurity40Item 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 Securities42Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures about Market Risk73Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure141Item 9A. Controls and Procedures141Item 9B. Other Information142 PART III Item 10.Directors, Executive Officers and Corporate Governance143Item 11.Executive Compensation143Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters143Item 13.Certain Relationships and Related Transactions, and Director Independence143Item 14.Principal Accounting Fees and Services143 PART IV Item 15. Exhibits and Financial Statement Schedules144Item 16.Form 10-K Summary147Signatures148 GLOSSARY OF ACRONYMS AND DEFINED TERMS In this Annual Report on Form 10-K, 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 “PrimisBank” or the “Bank.” “PMC”refers to Primis Mortgage Company,a residential mortgage lender headquartered inWilmington, North Carolina, a consolidated subsidiary of Primis Bank. “PFH” refers to Panacea Financial Holdings, Inc., headquartered in Little Rock, Arkansas, which ownsthe rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer asuite of financial products and services for doctors, their practices, and the broade