Primis Financial Corp. Reports Earnings per Share for the Third Quarter of 2025

Declares Quarterly Cash Dividend of $0.10 Per Share

MCLEAN, Va., Oct. 23, 2025 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income available to common shareholders of $7 million, or $0.28 per diluted share, for the quarter ended September 30, 2025, compared to $1 million, or $0.05 per diluted share, for the quarter ended September 30, 2024.

For the nine months ended September 30, 2025, the Company reported net income available to common shareholders of $32 million, or $1.29 per diluted share, compared to a net income available to common shareholders of $7 million or $0.29 per diluted share, for the same period in 2024.

Commenting on the quarter, Dennis J. Zember, Jr., President and Chief Executive Officer, stated, "We are excited to see the profitability improvement we have been driving towards finally bear fruit this quarter. Adjusting for reversed interest and short-term expenses expected to decline in the next quarter described below, management estimates run-rate pre-tax earnings were $11 million in the third quarter which equates to an approximately 90 basis point return on assets. The tremendous momentum in all of our business lines combined with strong operating leverage will drive this profitability higher into 2026."

Operating Results

Operating results in the quarter continue to point to the necessary momentum on key areas to achieve the operating results that management expects. Significant items occurring during the third quarter of 2025 were:

Significant Improvement In All Divisions

As discussed in previous quarters, the Company spent substantial time and energy in 2024 focusing the organization on its core bank and lines of business that drive premium operating results. The third quarter of 2025 demonstrated progress in key areas that are expected to continue and build through the rest of the year and into 2026. The following discussion highlights recent progress for each of these strategies:

Core Community Bank

The core bank's 24 banking offices in Virginia and Maryland represented almost two thirds of the Company's total balance sheet. Management believes the core bank's value amongst its regional peers is undeniable given how well its balance sheet is positioned:

Approximately 20% of the core bank's deposit base are noninterest bearing deposits, supported with what management believes is the region's best and most unique technology including the Bank's proprietary V1BE service, which directly supports more than $200 million of mostly commercial clients in the Bank's footprint. Approximately $30 million of checking accounts are associated with customers that use V1BE every week. The Company is frequently approached by other community banks looking to use this technology with their own customers. Primis is currently implementing enhancements to make V1BE easier to license to other banks and expects to have its first customer onboard in the near future.

Primis Mortgage

Primis Mortgage has closed mortgage volume of $308 million in the third quarter of 2025, up 34% compared to the same quarter in 2024. Pre-tax earnings for Primis mortgage were approximately $1.9 million for the third quarter of 2025, up substantially from $0.1 million in the second quarter of 2025, which was impacted by the addition of new teams, and $1.1 million for the third quarter of 2024.

Mortgage Warehouse

Mortgage warehouse lending activity was significant in the first three quarters of 2025 following the expansion of the team in the fall of 2024. Outstanding loan balances at September 30, 2025 were $327 million, up 77% from $185 million at June 30, 2025 and up 411% from $64 million at December 31, 2024. Committed facilities ended the third quarter of 2025 at $1 billion versus $804 million at June 30, 2025 and $349 million at the end of 2024. Mortgage warehouse also funded approximately 10% of its balance sheet with associated customer noninterest bearing deposit balances totaling $34 million at September 30, 2025, up 66% from June 30, 2025.

Panacea Financial

Panacea's growth remained strong through the third quarter of 2025 with loans outstanding of $548 million, up 40% compared to the same quarter in 2024, including loans held for sale. At the end of the third quarter of 2025, Panacea customer deposits totaled $133 million, up 47% from September 30, 2024. Panacea continues to have success recruiting healthcare bankers and supporting these bankers with customer acquisition efforts through brand recognition, social media and endorsement from influential industry associations. Efforts to secure flow agreements and build capital market strategies that will allow for faster growth in customer acquisition without straining the Company's balance sheet or concentrations are underway and expected to be in place shortly. Panacea is the number one ranked "Bank for doctors" on Google and banks over 7,500 professionals and practices nationwide.

Digital Platform

Funding for the national strategies is provided exclusively by the Bank's digital platform powered by what the Bank believes is one the safest and most functional deposit accounts in the nation. Because of the scalability of the platform, there is no pressure whatsoever on the core bank to provide funding and risk the profitable, decades old relationships with core customers.

The platform ended the third quarter of 2025 with over $1.0 billion of deposits with a cost of deposits of 4.07% in the month of September 2025, compared to $0.9 billion at September 30, 2024 with a cost of 4.91%. Over 1,000 of our digital accounts have come from referrals from another customer and approximately 77% of our consumer accounts have been with the bank for over two years.

Net Interest Income

Net interest income in the third quarter of 2025 was $29 million compared to $28 million in the third quarter of 2024. The Company's net interest margin improved as well, moving higher to 3.18% in the third quarter of 2025 compared to 2.97% in the same quarter of 2024. Adjusting for reversed interest of $0.7 million on loans moving to nonaccrual, net interest income would have been $30 million in the third quarter of 2025.

Commenting on the improvement in spread income and margins, Mr. Zember said, "We have spent the last year divesting the consumer loan book and the life premium finance book and building scale and revenues in mortgage warehouse. We had conviction in the timing on warehouse and in our team and through three quarters of this strategy, it is increasingly clear that this was the right move. Total loans in this division averaged $210 million in the third quarter of 2025 with approximately $2.1 million of net interest income, compared to an immaterial amount of activity in the year-ago period. We are confident that the growth in warehouse will far outpace the expected runoff in the other portfolios and that revenues and margins will continue to benefit from this strategic move."

Cost of deposits in the bank have benefitted from both the core bank's management of interest expense as well as on the digital platform. In the third quarter of 2025, the Company reported cost of interest-bearing deposits of 2.88% compared to 3.48% in the same quarter in 2024. Additional rate adjustments were made late in the third quarter of 2025 after the Federal Reserve reduced rates by 0.25% that are expected to drive costs lower in the fourth quarter with an estimated beta of 70%.

Noninterest Income

Noninterest income was $12 million in the third quarter of 2025 versus $9 million in the third quarter of 2024. Mortgage related income grew 31% to $9 million in the third quarter of 2025 compared to $7 million in the same quarter in 2024. Noninterest income associated with the Consumer Program was $0.3 million in the third quarter of 2025 compared to $0.6 million in the second quarter of 2025 and $0.1 million in the third quarter of 2024. Noninterest income from the consumer program will be increasingly immaterial going forward as promotional loans have declined to only $7 million at the end of the third quarter of 2025. Other service charges and deposit related fees were $1.4 million for the third quarter of 2025 and flat compared to the third quarter of 2024. Noninterest income also included $0.3 million of gain related to mark-to-market adjustments of the Company's shares in PFH.

Noninterest Expense

Noninterest expense was $32 million for the third quarter of 2025, compared to $31 million for the same quarter of 2024. Expenses in the third quarter of 2025 include $1.1 million in legal fees associated with mortgage recruiting that management expects to normalize in the fourth quarter of 2025 and the first quarter of 2026.

Material items affecting total operating expenses were increases in salaries and benefits of $2 million or 11% compared to the third quarter of 2024. The mortgage company and its growth in production and revenues accounted for all of the growth in salaries and benefits while the remainder of the bank managed to reflect a very slight decline in total compensation costs. For the third quarter of 2025, the mortgage company reported $7 million in total salaries and benefits, an increase of $2 million or 35% compared to the same period in 2024. The remainder of the Company reported total compensation costs of $11 million in the third quarter of 2025, down slightly from the $12 million reported in the third quarter of 2024. Collectively, we believe the management of staff and related costs over the twelve month period described here evidences management's successful approach at operating leverage.

Data processing expenses in the quarter were $2.4 million compared to $2.6 million in the same quarter in 2024. Management expects some continued decline in the coming quarter as the Company's new contract terms only benefitted the Company for two out of three months in the third quarter of 2025 with savings equal to approximately $0.4 million per month.

Professional fees were down in the third quarter of 2025 to $2.5 million compared to $2.9 million in the same period in 2024. Fees in the current quarter contain the $1.1 million noted above related to mortgage recruiting that management expects to abate in the coming quarters. Excluding these mortgage related amounts, management believes professional fees in the $1.5 million range to be appropriate. Occupancy expense was also higher by approximately $0.3 million related to branch expenses that are not expected to continue in the fourth quarter.

Lastly, net expense attributable to the Panacea division was approximately $1.7 million higher in the third quarter of 2025 than both the second quarter of 2025 and third quarter of 2024. This higher expense was offset by higher revenue and recovery of provision for credit losses related to the division that combined increased $2.1 million in the third quarter of 2025.

The following table reflects the core operating expense burden at the Company, net of mortgage related and Panacea division impacts.

($ in thousands)

3Q25

2Q25

1Q25

4Q24

3Q24

Reported Noninterest Expense

$32,313

$31,927

$32,516

$37,841

$30,603

PFH Consolidated Expenses

(4,754)

(3,641)

(2,576)

Noninterest Expense Excl. PFH

$32,313

31,927

27,762

34,200

28,027

Nonrecurring

(232)

(1,144)

(3,686)

(1,000)

Primis Mortgage Expenses

(8,214)

(8,514)

(5,569)

(6,354)

(6,436)

Panacea Net Expense

(2,100)

(370)

384

115

(439)

Consumer Program Servicing Fee

(439)

(518)

(622)

(681)

(699)

Reserve for Unfunded Commitment

(18)

(13)

(96)

Total Adjustments

(10,734)

(9,652)

(6,964)

(10,600)

(8,670)

Core Operating Expense Burden

$21,579

$22,275

$20,798

$23,600

$19,357

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.2 billion at September 30, 2025 compared to $3.1 billion at June 30, 2025 and $3.0 billion at September 30, 2024 prior to the sale of the Life Premium Finance portfolio. Important drivers in these levels are seen below:

Nonperforming assets, excluding portions guaranteed by the SBA, were 2.07% of total assets at September 30, 2025 compared to 1.90% of total assets at June 30, 2025. The increase in nonperforming assets was largely due to one commercial loan that was downgraded in the third quarter of 2025. This loan was evaluated for impairment at September 30, 2025 with no impairment determined to be required at that time. The increase of nonaccrual loans of $32 million in the third quarter of 2025 was largely due to the loan noted above and a separate commercial relationship that was 90 days past due at June 30, 2025 but subsequently moved to nonaccrual. This loan was already substandard and impaired by approximately $5 million in the fourth quarter of 2024. As in prior quarters, the Bank has no other real estate owned at the end of the third quarter of 2025.

The Company recorded a recovery of credit losses of $49 thousand for the third quarter of 2025 compared to a provision for credit losses of $8 million for both the second quarter of 2025 and third quarter in 2024. The recovery of credit losses was driven by the changing mix of the Bank's loan portfolio to loan categories with lower reserve requirements and the move of approximately $53 million of commercial loans to held for sale. As previously stated, the Company moved the Consumer Program loan book into its held for investment loan portfolio in the first quarter of 2025 and evaluated the portfolio using its CECL model at that time. Based on performance during the quarter, there was provision expense of $274 thousand associated with the Consumer Program in the third quarter of 2025. As a percentage of loans held for investment, the allowance for credit losses was 1.40% at the end of the third quarter of 2025 compared to 1.72% at the end of the third quarter of 2024. Total allowance and discounts on the Consumer Program loan portfolio totaled $10.4 million at September 30, 2025 which represents 9.5% of gross principal balance and 346% of loans more than one period delinquent as of that date.

Deposits and Funding

Total deposits at September 30, 2025 were essentially flat at $3.3 billion when compared to the same period in 2024, although the mix of deposits has improved significantly with the growth in checking accounts. Noninterest bearing demand deposits were $490 million at September 30, 2025, an annualized growth rate of 16% compared to balances at September 30, 2024. The Company had FHLB advances totaling $85 million outstanding at September 30, 2025 that resulted from a spike in mortgage activity at the end of the quarter.

Shareholders' Equity

Tangible book value per common share (1) at the end of the third quarter of 2025 was $11.71, an increase of $1.29 or 12% from levels reported at December 31, 2024. Tangible common equity (1) ended the third quarter of 2025 at $289 million, or 7.48% of tangible assets (1).

The Board of Directors declared a dividend of $0.10 per share payable on November 21, 2025 to shareholders of record on November 7, 2025. This is Primis' fifty-sixth consecutive quarterly dividend.

About Primis Financial Corp.

As of September 30, 2025, Primis had $4.0 billion in total assets, $3.2 billion in total loans held for investment and $3.3 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and provides services to customers through certain online and mobile applications.

Contacts:

Address:

Dennis J. Zember, Jr., President and CEO

Primis Financial Corp.

Matthew A. Switzer, EVP and CFO

1676 International Drive, Suite 900

Phone: (703) 893-7400

McLean, VA 22102

Primis Financial Corp., NASDAQ Symbol FRST

Website: www.primisbank.com

Conference Call

The Company's management will host a conference call to discuss its third quarter results on Friday, October 24, 2025 at 10:00 a.m. (ET). A live Webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/859535228. Participants may also call 1-888-330-3573 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days by calling 1-800-770-2030 and providing Replay Access Code 4440924.

Non-GAAP Measures

Statements included in this press release include non-GAAP financial measures and should be read along with the accompanying tables. Primis uses non-GAAP financial measures to analyze its performance. The measures entitled net income adjusted for nonrecurring income and expenses; pre-tax pre-provision operating earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average equity; operating return on average tangible equity; operating efficiency ratio; operating earnings per share – basic; operating earnings per share – diluted; tangible book value per share; tangible common equity; tangible common equity to tangible assets; and core net interest margin are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. We use the term "operating" to describe a financial measure that excludes income or expense considered to be non-recurring in nature. Items identified as non-operating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measures is provided in the Reconciliation of Non-GAAP Items table.

Management believes that these non-GAAP financial measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results, financial strength and performance of Primis and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Primis' performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Primis. Non-GAAP financial measures are not standardized and, therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names.

Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can generally be identified by such words as "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and other similar words or expressions of the future or otherwise regarding the outlook for the Company's future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, but are not limited to, our expectations regarding our future operating and financial performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment; our outlook and long-term goals for future growth and new offerings and services; our expectations regarding net interest margin; expectations on our growth strategy, expense management, capital management and future profitability; expectations on credit quality and performance; and the assumptions underlying our expectations.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that might cause such differences include, but are not limited to: instability in global economic conditions and geopolitical matters; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; the impact of tariffs, trade policies, and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, and decreased demand for other banking products and services); the Company's ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, V1BE fulfillment service, Mortgage Warehouse division and Primis Mortgage Company; the risks associated with the Life Premium Finance sale, including failure to achieve the expected impact to our operating results; competitive pressures among financial institutions increasing significantly; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices; changes in management's plans for the future; credit risk associated with our lending activities; changes in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions; potential impacts of adverse developments in the banking industry highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto; potential increases in the provision for credit losses; our ability to identify and address increased cybersecurity risks, including those impacting vendors and other third parties; fraud or misconduct by internal or external actors, which we may not be able to prevent, detect or mitigate; acts of God or of war or other conflicts, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; action or inaction by the federal government, including as a result of any prolonged government shutdown; and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services.

Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company's management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company's filings with the Securities and Exchange Commission, the Company's Annual Report on Form 10-K for the year ended December 31, 2024, under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors," and in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.

(1) Non-GAAP financial measure. Please see "Reconciliation of Non-GAAP Items" in the financial tables for more information and for a reconciliation to GAAP.

Primis Financial Corp.

Financial Highlights (unaudited)

(Dollars in thousands, except per share data)

For Three Months Ended:

For Nine Months Ended:

Selected Performance Ratios:

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

3Q 2025

3Q 2024

Return on average assets

0.70 %

0.26 %

2.52 %

(2.43 %)

0.12 %

1.13 %

0.24 %

Operating return on average assets (1)

0.70 %

(0.34 %)

0.40 %

(2.51 %)

0.20 %

0.25 %

0.31 %

Pre-tax pre-provision return on average assets

0.89 %

1.20 %

3.32 %

0.44 %

0.86 %

1.76 %

0.87 %

Pre-tax pre-provision operating return on average assets (1)

0.89 %

0.44 %

0.71 %

0.33 %

0.96 %

0.67 %

0.96 %

Return on average common equity

7.13 %

2.57 %

26.66 %

(24.28 %)

1.31 %

11.58 %

2.55 %

Operating return on average common equity (1)

7.13 %

(3.40 %)

4.21 %

(25.13 %)

2.15 %

2.61 %

3.32 %

Operating return on average tangible common equity (1)

9.45 %

(4.51 %)

5.78 %

(33.33 %)

2.86 %

3.50 %

4.45 %

Cost of funds

2.62 %

2.67 %

2.97 %

3.25 %

2.65 %

3.13 %

Net interest margin

3.18 %

2.86 %

3.15 %

2.90 %

2.97 %

3.06 %

2.85 %

Core net interest margin (1)

3.15 %

3.12 %

3.13 %

2.91 %

2.80 %

3.13 %

2.83 %

Gross loans to deposits

95.92 %

93.65 %

96.04 %

91.06 %

89.94 %

95.92 %

89.94 %

Efficiency ratio

78.81 %

73.92 %

55.39 %

96.41 %

82.82 %

67.71 %

81.30 %

Operating efficiency ratio (1)

78.81 %

88.67 %

91.97 %

98.92 %

79.92 %

86.03 %

78.75 %

Per Common Share Data:

Earnings per common share - Basic

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 0.05

$ 1.29

$ 0.29

Operating earnings per common share - Basic (1)

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.08

$ 0.29

$ 0.38

Earnings per common share - Diluted

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 0.05

$ 1.29

$ 0.29

Operating earnings per common share - Diluted (1)

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.08

$ 0.29

$ 0.38

Book value per common share

$ 15.51

$ 15.27

$ 15.19

$ 14.23

$ 15.41

$ 15.51

$ 15.41

Tangible book value per common share (1)

$ 11.71

$ 11.48

$ 11.40

$ 10.42

$ 11.59

$ 11.71

$ 11.59

Cash dividend per common share

$ 0.10

$ 0.30

Weighted average shares outstanding - Basic

24,632,202

24,701,319

24,706,593

24,701,260

24,695,685

24,679,766

24,683,556

Weighted average shares outstanding - Diluted

24,643,889

24,714,229

24,722,734

24,701,260

24,719,920

24,693,328

24,710,345

Shares outstanding at end of period

24,644,385

24,643,185

24,722,734

24,644,385

24,722,734

Asset Quality Ratios:

Non-performing assets as a percent of total assets, excluding SBA guarantees

2.07 %

1.90 %

0.28 %

0.29 %

0.25 %

2.07 %

0.25 %

Net charge-offs (recoveries) as a percent of average loans (annualized)

0.14 %

0.80 %

1.47 %

3.83 %

0.93 %

0.79 %

0.52 %

Core net charge-offs (recoveries) as a percent of average loans (annualized) (1)

0.03 %

0.15 %

0.06 %

0.05 %

0.11 %

0.08 %

(0.10 %)

Allowance for credit losses to total loans

1.40 %

1.47 %

1.45 %

1.86 %

1.72 %

1.40 %

1.72 %

Capital Ratios:

Common equity to assets

9.66 %

9.72 %

10.16 %

9.53 %

9.47 %

Tangible common equity to tangible assets (1)

7.48 %

7.49 %

7.82 %

7.16 %

7.29 %

Leverage ratio (2)

8.32 %

8.34 %

8.71 %

7.76 %

8.20 %

Common equity tier 1 capital ratio (2)

8.62 %

8.92 %

9.35 %

8.74 %

8.23 %

Tier 1 risk-based capital ratio (2)

8.91 %

9.22 %

9.66 %

9.05 %

8.51 %

Total risk-based capital ratio (2)

12.02 %

12.43 %

12.96 %

12.53 %

11.68 %

(1) See Reconciliation of Non-GAAP financial measures.

(2) Ratios are estimated and may be subject to change pending the final filing of the FR Y-9C.

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Condensed Consolidated Balance Sheets (unaudited)

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

Assets

Cash and cash equivalents

$ 63,881

$ 94,074

$ 57,044

$ 64,505

$ 77,274

Investment securities-available for sale

234,660

242,073

241,638

235,903

242,543

Investment securities-held to maturity

8,550

8,850

9,153

9,448

9,766

Loans held for sale

202,372

126,869

74,439

247,108

458,722

Loans receivable, net of deferred fees

3,200,234

3,130,521

3,043,348

2,887,447

2,973,723

Allowance for credit losses

(44,766)

(45,985)

(44,021)

(53,724)

(51,132)

Net loans

3,155,468

3,084,536

2,999,327

2,833,723

2,922,591

Stock in Federal Reserve Bank and Federal Home Loan Bank

17,035

12,998

12,983

13,037

20,875

Bank premises and equipment, net

19,380

19,642

19,210

19,432

19,668

Operating lease right-of-use assets

9,427

9,927

10,352

10,279

10,465

Goodwill and other intangible assets

93,502

93,508

93,804

94,124

94,444

Assets held for sale, net

775

2,181

2,420

5,497

9,864

Bank-owned life insurance

68,504

68,048

67,609

67,184

66,750

Deferred tax assets, net

17,328

19,466

21,399

26,466

25,582

Consumer Program derivative asset

408

1,177

1,597

4,511

7,146

Investment in Panacea Financial Holdings, Inc. common stock

6,880

6,586

21,277

Other assets

56,679

81,791

65,058

58,898

58,657

Total assets

$ 3,954,849

$ 3,871,726

$ 3,697,310

$ 3,690,115

$ 4,024,347

Liabilities and stockholders' equity

Demand deposits

$ 489,728

$ 477,705

$ 455,768

$ 438,917

$ 421,231

NOW accounts

831,709

858,624

819,606

817,715

748,833

Money market accounts

737,634

744,321

785,552

798,506

835,099

Savings accounts

958,416

935,527

777,736

775,719

873,810

Time deposits

318,865

326,496

330,210

340,178

427,458

Total deposits

3,336,352

3,342,673

3,168,872

3,171,035

3,306,431

Securities sold under agreements to repurchase - short term

3,954

4,370

4,019

3,918

3,677

Federal Home Loan Bank advances

85,000

165,000

Secured borrowings

15,403

16,449

16,729

17,195

17,495

Subordinated debt and notes

96,091

96,020

95,949

95,878

95,808

Operating lease liabilities

10,682

11,195

11,639

11,566

11,704

Other liabilities

25,214

24,604

24,539

25,541

27,169

Total liabilities

3,572,696

3,495,311

3,321,747

3,325,133

3,627,284

Total Primis common stockholders' equity

382,153

376,415

375,563

351,756

381,022

Noncontrolling interest

13,226

16,041

Total stockholders' equity

382,153

376,415

375,563

364,982

397,063

Total liabilities and stockholders' equity

$ 3,954,849

$ 3,871,726

$ 3,697,310

$ 3,690,115

$ 4,024,347

Tangible common equity (1)

$ 288,651

$ 282,907

$ 281,759

$ 257,632

$ 286,578

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

For Nine Months Ended:

Condensed Consolidated Statement of Operations (unaudited)

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

3Q 2025

3Q 2024

Interest and dividend income

$ 51,766

$ 47,627

$ 47,723

$ 51,338

$ 57,104

$ 147,116

$ 159,656

Interest expense

22,734

22,447

21,359

25,261

29,081

66,540

81,511

Net interest income

29,032

25,180

26,364

26,077

28,023

80,576

78,145

Provision for (recovery of) credit losses

(49)

8,303

1,596

33,483

7,511

9,850

17,138

Net interest income (loss) after provision for credit losses

29,081

16,877

24,768

(7,406)

20,512

70,726

61,007

Account maintenance and deposit service fees

1,358

1,675

1,339

1,276

1,398

4,372

4,722

Income from bank-owned life insurance

456

438

425

434

431

1,319

1,975

Mortgage banking income

8,887

7,893

5,615

5,140

6,803

22,395

18,779

Gain (loss) on sale of loans

249

210

(4)

459

307

Gains on Panacea Financial Holdings investment

294

7,450

24,578

32,322

Gain on sale of Life Premium Finance portfolio, net of broker fees

4,723

Consumer Program derivative

264

593

(292)

928

565

3,392

Gain (loss) on other investments

381

(308)

126

393

Other

617

663

168

776

873

Noninterest income

11,969

18,030

32,335

13,175

8,930

62,334

30,441

Employee compensation and benefits

18,523

17,060

17,941

18,028

16,764

53,524

48,587

Occupancy and equipment expenses

3,481

3,127

3,285

3,466

3,071

9,893

9,276

Amortization of intangible assets

289

313

318

602

952

Virginia franchise tax expense

576

577

631

1,730

1,894

Data processing expense

2,369

3,037

2,849

3,434

2,552

8,255

7,130

Marketing expense

450

720

514

499

449

1,684

1,407

Telecommunication and communication expense

309

324

287

295

330

920

1,017

Professional fees

2,509

2,413

2,225

3,129

2,914

7,147

7,255

Miscellaneous lending expenses

231

900

834

1,446

1,098

1,965

1,835

Loss (gain) on bank premises and equipment

106

(352)

191

(476)

Other expenses

3,785

3,490

3,585

6,587

2,828

10,860

9,402

Noninterest expense

32,313

31,942

32,516

37,841

30,603

96,771

88,279

Income (loss) before income taxes

8,737

2,965

24,587

(32,072)

(1,161)

36,289

3,169

Income tax expense (benefit)

1,907

528

5,553

(5,917)

(304)

7,988

1,679

Net Income (loss)

6,830

2,437

19,034

(26,155)

(857)

28,301

1,490

Noncontrolling interest

3,602

2,820

2,085

3,602

5,640

Net income (loss) attributable to Primis' common shareholders

$ 6,830

$ 2,437

$ 22,636

$ (23,335)

$ 1,228

$ 31,903

$ 7,130

(1) See Reconciliation of Non-GAAP financial measures.

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Loan Portfolio Composition

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

Loans held for sale

$ 202,372

$ 126,869

$ 74,439

$ 247,108

$ 458,722

Loans secured by real estate:

Commercial real estate - owner occupied

495,739

480,981

477,233

475,898

463,848

Commercial real estate - non-owner occupied

592,480

590,848

600,872

610,482

609,743

Secured by farmland

3,642

3,696

3,742

3,711

4,356

Construction and land development

102,227

106,443

104,301

101,243

105,541

Residential 1-4 family

564,087

571,206

576,837

588,859

607,313

Multi-family residential

137,804

157,097

157,443

158,426

169,368

Home equity lines of credit

62,458

62,103

60,321

62,954

62,421

Total real estate loans

1,958,437

1,972,374

1,980,749

2,001,573

2,022,590

Commercial loans

915,158

811,458

698,097

608,595

533,998

Paycheck Protection Program loans

1,723

1,729

1,738

1,927

1,941

Consumer loans

319,977

339,936

357,652

270,063

409,754

Total Non-PCD loans

3,195,295

3,125,497

3,038,236

2,882,158

2,968,283

PCD loans

4,939

5,024

5,112

5,289

5,440

Total loans receivable, net of deferred fees

$ 3,200,234

$ 3,130,521

$ 3,043,348

$ 2,887,447

$ 2,973,723

Loans by Risk Grade:

Pass Grade 1 - Highest Quality

666

667

880

872

820

Pass Grade 2 - Good Quality

168,177

170,560

175,379

175,659

177,763

Pass Grade 3 - Satisfactory Quality

1,842,958

1,737,153

1,643,957

1,567,228

1,509,405

Pass Grade 4 - Pass

1,034,035

1,050,397

1,124,901

1,041,947

1,184,671

Pass Grade 5 - Special Mention

7,004

31,902

28,498

30,111

53,473

Grade 6 - Substandard

139,847

139,842

69,733

71,630

47,591

Grade 7 - Doubtful

7,547

Grade 8 - Loss

Total loans

$ 3,200,234

$ 3,130,521

$ 3,043,348

$ 2,887,447

$ 2,973,723

(Dollars in thousands)

For Three Months Ended:

Asset Quality Information

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

Allowance for Credit Losses:

Balance at beginning of period

$ (45,985)

$ (44,021)

$ (53,724)

$ (51,132)

$ (51,574)

Recovery of (provision for) credit losses

(8,303)

(1,596)

(33,483)

(7,511)

Net charge-offs

1,170

6,339

11,299

30,891

7,953

Ending balance

$ (44,766)

$ (45,985)

$ (44,021)

$ (53,724)

$ (51,132)

Reserve for Unfunded Commitments:

Balance at beginning of period

$ (1,152)

$ (1,134)

$ (1,121)

$ (1,127)

$ (1,031)

Recovery of (provision for) unfunded loan commitment reserve

(18)

(13)

(96)

Total Reserve for Unfunded Commitments

$ (1,133)

$ (1,152)

$ (1,134)

$ (1,121)

$ (1,127)

Non-Performing Assets:

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

Nonaccrual loans

$ 84,973

$ 53,059

$ 12,956

$ 15,026

$ 14,424

Accruing loans delinquent 90 days or more

1,713

25,188

1,713

1,714

Total non-performing assets

$ 86,686

$ 78,247

$ 14,669

$ 16,739

$ 16,138

SBA guaranteed portion of non-performing loans

$ 4,682

$ 4,750

$ 4,307

$ 5,921

$ 5,954

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

For Nine Months Ended:

Average Balance Sheet

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

3Q 2025

3Q 2024

Assets

Loans held for sale

$ 130,061

$ 108,693

$ 170,509

$ 100,243

$ 98,110

$ 136,273

$ 80,530

Loans, net of deferred fees

3,143,155

3,074,993

2,897,481

3,127,249

3,324,157

3,039,443

3,266,111

Investment securities

247,008

249,485

245,216

253,120

242,631

247,243

242,706

Other earning assets

101,278

98,369

86,479

96,697

83,405

95,430

78,076

Total earning assets

3,621,502

3,531,540

3,399,685

3,577,309

3,748,303

3,518,389

3,667,423

Other assets

232,636

272,910

241,912

237,704

243,715

245,786

244,886

Total assets

$ 3,854,138

$ 3,804,450

$ 3,641,597

$ 3,815,013

$ 3,992,018

$ 3,764,175

$ 3,912,309

Liabilities and equity

Demand deposits

$ 481,697

$ 467,493

$ 446,404

$ 437,388

$ 421,908

$ 465,327

$ 440,172

Interest-bearing liabilities:

NOW and other demand accounts

834,839

821,893

805,522

787,884

748,202

820,859

766,800

Money market accounts

756,361

759,107

788,067

819,803

859,988

767,729

832,531

Savings accounts

922,048

882,227

754,304

767,342

866,375

853,474

844,531

Time deposits

324,614

329,300

335,702

404,682

425,238

329,832

426,557

Total Deposits

3,319,559

3,260,020

3,129,999

3,217,099

3,321,711

3,237,221

3,310,591

Borrowings

117,697

117,701

116,955

160,886

238,994

117,454

172,942

Total Funding

3,437,256

3,377,721

3,246,954

3,377,985

3,560,705

3,354,675

3,483,533

Other Liabilities

36,720

36,649

38,280

39,566

36,527

37,211

35,344

Total liabilites

3,473,976

3,414,370

3,285,234

3,417,551

3,597,232

3,391,886

3,518,877

Primis common stockholders' equity

380,162

380,080

344,381

382,370

377,314

368,295

374,154

Noncontrolling interest

—

11,982

15,092

17,472

3,994

19,278

Total stockholders' equity

380,162

380,080

356,363

397,462

394,786

372,289

393,432

Total liabilities and stockholders' equity

$ 3,854,138

$ 3,794,450

$ 3,641,597

$ 3,815,013

$ 3,992,018

$ 3,764,175

$ 3,912,309

Net Interest Income

Loans held for sale

$ 2,085

$ 1,754

$ 2,564

$ 1,553

$ 1,589

$ 4,895

$ 4,017

Loans

46,772

42,963

42,400

46,831

52,707

133,643

147,564

Investment securities

1,894

1,928

1,906

1,894

1,799

5,728

5,319

Other earning assets

1,015

982

853

1,060

1,017

2,850

2,756

Total Earning Assets Income

51,766

47,627

47,723

51,338

57,112

147,116

159,656

Non-interest bearing DDA

NOW and other interest-bearing demand accounts

4,549

4,603

4,515

4,771

4,630

13,667

13,924

Money market accounts

5,229

5,271

5,420

6,190

7,432

15,920

20,732

Savings accounts

8,070

7,793

6,418

7,587

8,918

22,281

25,876

Time deposits

2,723

2,830

3,039

4,127

4,371

8,592

12,455

Total Deposit Costs

20,571

20,497

19,392

22,675

25,351

60,460

72,987

Borrowings

2,163

1,950

1,967

2,586

3,738

6,080

8,524

Total Funding Costs

22,734

22,447

21,359

25,261

29,089

66,540

81,511

Net Interest Income

$ 29,032

$ 25,180

$ 26,364

$ 26,077

$ 28,023

$ 80,576

$ 78,145

Net Interest Margin

Loans held for sale

6.36 %

6.47 %

6.10 %

6.16 %

6.44 %

4.80 %

6.66 %

Loans

5.90 %

5.60 %

5.93 %

5.96 %

6.31 %

5.88 %

6.04 %

Investments

3.04 %

3.10 %

3.15 %

2.98 %

2.95 %

3.10 %

2.93 %

Other Earning Assets

3.98 %

4.00 %

4.36 %

4.85 %

3.99 %

4.72 %

Total Earning Assets

5.67 %

5.41 %

5.69 %

5.71 %

6.06 %

5.59 %

5.82 %

NOW

2.16 %

2.25 %

2.27 %

2.41 %

2.46 %

2.23 %

2.43 %

MMDA

2.74 %

2.79 %

3.00 %

3.44 %

2.77 %

3.33 %

Savings

3.47 %

3.54 %

3.45 %

3.93 %

4.10 %

3.49 %

4.09 %

CDs

3.33 %

3.45 %

3.67 %

4.06 %

4.09 %

3.48 %

3.90 %

Cost of Interest Bearing Deposits

2.88 %

2.94 %

2.93 %

3.25 %

3.48 %

2.92 %

3.40 %

Cost of Deposits

2.46 %

2.52 %

2.80 %

3.04 %

2.50 %

2.94 %

Other Funding

7.29 %

6.65 %

6.82 %

6.39 %

6.22 %

6.92 %

6.58 %

Total Cost of Funds

2.62 %

2.67 %

2.97 %

3.25 %

2.65 %

3.13 %

Net Interest Margin

3.18 %

2.86 %

3.15 %

2.90 %

2.97 %

3.06 %

2.85 %

Net Interest Spread

2.62 %

2.32 %

2.60 %

2.30 %

2.37 %

2.51 %

2.24 %

Primis Financial Corp.

(Dollars in thousands, except per share data)

For Three Months Ended:

For Nine Months Ended:

Reconciliation of Non-GAAP items:

3Q 2025

2Q 2025

1Q 2025

4Q 2024

3Q 2024

3Q 2025

3Q 2024

Net income (loss) attributable to Primis' common shareholders

$ 6,830

$ 2,437

$ 22,636

$ (23,335)

$ 1,228

$ 31,903

$ 7,130

Non-GAAP adjustments to Net Income:

Branch Consolidation / Other restructuring

144

Professional fee expense related to accounting matters and LPF sale

232

893

1,782

1,352

1,125

3,243

Gains on Panacea Financial Holdings investment

(7,450)

(24,578)

(32,028)

Gains on sale of closed bank branch buildings

107

(352)

107

(476)

Gain on sale of Life Premium Finance portfolio, net of broker fees

(4,723)

Consumer program fraud losses

1,904

Income tax effect

1,559

4,370

224

(216)

5,929

(598)

Net income (loss) attributable to Primis' common shareholders adjusted for nonrecurring income and expenses

$ 6,830

$ (3,222)

$ 3,572

$ (24,148)

$ 2,012

$ 7,180

$ 9,299

Net income (loss) attributable to Primis' common shareholders

$ 6,830

$ 2,437

$ 22,636

$ (23,335)

$ 1,228

$ 31,903

$ 7,130

Income tax expense (benefit)

1,907

528

5,553

(5,917)

(304)

7,988

1,679

Provision (benefit) for credit losses (incl. unfunded commitment expense/benefit)

(68)

8,321

1,609

33,477

7,607

9,862

16,686

Pre-tax pre-provision earnings

$ 8,669

$ 11,286

$ 29,798

$ 4,225

$ 8,531

$ 49,753

$ 25,495

Effect of adjustment for nonrecurring income and expenses

(7,218)

(23,434)

(1,037)

1,000

(30,652)

2,767

Pre-tax pre-provision operating earnings

$ 8,669

$ 4,068

$ 6,364

$ 3,188

$ 9,531

$ 19,101

$ 28,262

Return on average assets

0.70 %

0.26 %

2.52 %

(2.43 %)

0.12 %

1.13 %

0.24 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(0.60 %)

(2.12 %)

(0.08 %)

0.08 %

(0.88 %)

0.07 %

Operating return on average assets

0.70 %

(0.34 %)

0.40 %

(2.51 %)

0.20 %

0.25 %

0.31 %

Return on average assets

0.70 %

0.26 %

2.52 %

(2.43 %)

0.12 %

1.13 %

0.24 %

Effect of tax expense

0.20 %

0.06 %

0.62 %

(0.62 %)

(0.03 %)

0.28 %

0.06 %

Effect of provision for credit losses (incl. unfunded commitment expense)

(0.01 %)

0.88 %

0.18 %

3.49 %

0.77 %

0.35 %

0.57 %

Pre-tax pre-provision return on average assets

0.89 %

1.20 %

3.32 %

0.44 %

0.86 %

1.76 %

0.87 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(0.76 %)

(2.61 %)

(0.11 %)

0.10 %

(1.09 %)

0.09 %

Pre-tax pre-provision operating return on average assets

0.89 %

0.44 %

0.71 %

0.33 %

0.96 %

0.67 %

0.96 %

Return on average common equity

7.13 %

2.57 %

26.66 %

(24.28 %)

1.31 %

11.58 %

2.55 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(5.97 %)

(22.45 %)

(0.85 %)

0.84 %

(8.97 %)

0.77 %

Operating return on average common equity

7.13 %

(3.40 %)

4.21 %

(25.13 %)

2.15 %

2.61 %

3.32 %

Effect of goodwill and other intangible assets

2.32 %

(1.11 %)

1.57 %

(8.20 %)

0.71 %

0.89 %

1.13 %

Operating return on average tangible common equity

9.45 %

(4.51 %)

5.78 %

(33.33 %)

2.86 %

3.50 %

4.45 %

Efficiency ratio

78.81 %

73.92 %

55.39 %

96.36 %

82.98 %

67.71 %

81.30 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

14.75 %

36.58 %

2.54 %

(2.87 %)

18.32 %

(2.55 %)

Operating efficiency ratio

78.81 %

88.67 %

91.97 %

98.90 %

80.11 %

86.03 %

78.75 %

Earnings per common share - Basic

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 0.05

$ 1.29

$ 0.29

Effect of adjustment for nonrecurring income and expenses

(0.23)

(0.78)

(0.04)

0.03

(1.00)

0.09

Operating earnings per common share - Basic

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.08

$ 0.29

$ 0.38

Earnings per common share - Diluted

$ 0.28

$ 0.10

$ 0.92

$ (0.94)

$ 0.05

$ 1.29

$ 0.29

Effect of adjustment for nonrecurring income and expenses

(0.23)

(0.78)

(0.04)

0.03

(1.00)

0.09

Operating earnings per common share - Diluted

$ 0.28

$ (0.13)

$ 0.14

$ (0.98)

$ 0.08

$ 0.29

$ 0.38

Book value per common share

$ 15.51

$ 15.27

$ 15.19

$ 14.23

$ 15.41

$ 15.51

$ 15.41

Effect of goodwill and other intangible assets

(3.80)

(3.79)

(3.81)

(3.82)

(3.80)

(3.82)

Tangible book value per common share

$ 11.71

$ 11.48

$ 11.40

$ 10.42

$ 11.59

$ 11.71

$ 11.59

Net charge-offs as a percent of average loans (annualized)

0.14 %

0.80 %

1.47 %

3.83 %

0.93 %

0.79 %

0.52 %

Impact of third-party consumer portfolio

(0.11 %)

(0.65 %)

(1.41 %)

(3.78 %)

(0.82 %)

(0.71 %)

(0.62 %)

Core net charge-offs (recoveries) as a percent of average loans (annualized)

0.03 %

0.15 %

0.06 %

0.05 %

0.11 %

0.08 %

(0.10 %)

Total Primis common stockholders' equity

$ 382,153

$ 376,415

$ 375,563

$ 351,756

$ 381,022

$ 382,153

$ 381,022

Less goodwill and other intangible assets

(93,502)

(93,508)

(93,804)

(94,124)

(94,444)

(93,502)

(94,444)

Tangible common equity

$ 288,651

$ 282,907

$ 281,759

$ 257,632

$ 286,578

$ 288,651

$ 286,578

Common equity to assets

9.66 %

9.72 %

10.16 %

9.53 %

9.47 %

9.66 %

9.47 %

Effect of goodwill and other intangible assets

(2.18 %)

(2.23 %)

(2.34 %)

(2.37 %)

(2.18 %)

Tangible common equity to tangible assets

7.48 %

7.49 %

7.82 %

7.16 %

7.29 %

7.48 %

7.29 %

Net interest margin

3.18 %

2.86 %

3.15 %

2.90 %

2.97 %

3.06 %

2.85 %

Effect of adjustment for Consumer Portfolio

(0.03 %)

0.26 %

(0.02 %)

0.01 %

(0.17 %)

0.07 %

(0.02 %)

Core net interest margin

3.15 %

3.12 %

3.13 %

2.91 %

2.80 %

3.13 %

2.83 %

SOURCE Primis Financial Corp.