Primis Financial Corp 2026年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the Quarterly Period Ended March31,2026Commission 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, 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: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)ofthe Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required tobe submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch 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-acceleratedfiler, 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 Rule12b–2 of the ExchangeAct: 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 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 Exchange Act).Yes☐No☒ As of April 30, 2026, there were 24,772,072 shares of common stock, $0.01 par value,outstanding. PRIMIS FINANCIAL CORP.FORM10-QMarch31,2026 TABLE OF CONTENTSPAGEPART I - FINANCIAL INFORMATIONItem 1 - Financial Statements4Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31,20254Condensed Consolidated Statements of Income and Comprehensive Income for thethree months ended March31,2026 and 20255Condensed Consolidated Statements of Changes in Stockholders’ Equity for the threemonths ended March31,2026 and 20256Condensed Consolidated Statements of Cash Flows for the three months endedMarch31,2026 and 20257Notes to Unaudited Condensed Consolidated Financial Statements8Item 2 - Management’s Discussion and Analysis of Financial Condition and Results ofOperations39Item 3 – Quantitative and Qualitative Disclosures about Market Risk58Item 4 – Controls and Procedures60PART II - OTHER INFORMATIONItem 1 – Legal Proceedings60Item 1A – Risk Factors60Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds61Item 3 – Defaults Upon Senior Securities61Item 4 – Mine Safety Disclosures61Item 5 – Other Information61Item 6 - Exhibits62Signatures64 GLOSSARY OF ACRONYMS AND DEFINED TERMS In this Quarterly Report on Form 10-Q, except as otherwise indicated or the context suggestsotherwise, 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 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 broader healthcare industry. PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED BALANCE SHEETS(dollars in thousands, except per share amounts) PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVEINCOME PRIMIS FINANCIAL CORP. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY(dollars in thousands, except per share amounts) (Unaudited) See accompanying notes to unaudited condensed consolidated financial statements. PRIMIS FINANCIAL CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in thousands, except per share amounts) (Unaudited) PRIMIS FINANCIAL CORP.Notesto Unaudited Condensed Consolidated Financial Statements 1.ACCOUNTING POLICIES The Company Primis Financial Corp. (NASDAQ: FRST) is the bank holding company for Primis Bank, a Virginiastate-chartered bank, that commenced operatio