Primis Financial Corp. Reports Strong Results for the Second Quarter of 2026

Primis Financial Corp. Reports Strong Results for the Second Quarter of 2026 Declares Quarterly Cash Dividend of $0.10 Per Share

MCLEAN, Va., July 23, 2026 /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 $9.4 million, or $0.38 per diluted share, for the three months ended June 30, 2026, compared to net income available to common shareholders of $2.4 million, or $0.10 per diluted share, for the three months ended June 30, 2025. For the six months ended June 30, 2026, the Company reported net income available to common shareholders of $16.7 million, or $0.68 per diluted share, compared to a net income available to common shareholders of $25.1 million, or $1.01 per diluted share, for the six months ended June 30, 2025.

Q2 And Year-to-Date 2026 Accomplishments

The Company demonstrated strong profitability in the second quarter and first half of 2026. Significant areas of improvement year-over-year are detailed in the chart below:

As of or for the Three Months

Ended June 30

As of or for the Six Months

Ended June 30

($ in millions except per share)

2026

2025

2026

2025

Net Income

$9.4

$2.4

$16.7

$25.1

Pre-Tax Pre-Provision Op. Net Income (1)

11.7

4.1

23.4

10.4

ROAA

0.90

0.26

0.83

1.36

Pre-Tax Pre-Provision Op. ROAA (1)

1.12

0.44

1.15

0.57

Net Interest Income

$33.8

$25.2

$65.8

$51.5

Net Interest Margin

3.45

2.86

3.44

3.00

Total Assets

$4,353

$3,872

$4,353

$3,872

Gross Loans HFI

3,466

3,131

3,466

3,131

Total Deposits

3,446

3,343

3,446

3,343

Average Earning Assets

$ 3,929

$3,532

$ 3,862

$3,466

Avg. NIB Deposits

566

467

550

457

Avg. NIB /Avg. Total Deposits

16.3

14.3

16.1

14.3

TCE /TA (1)

7.99

7.49

7.99

7.49

Tangible Book Value per Share (1)

$13.72

$11.48

$13.72

$11.48

Commenting on the results, Dennis J. Zember, Jr., President and Chief Executive Officer of the Company, stated, "We delivered another quarter of improving results and continued momentum. Our ROA climbed to 0.90% in the second quarter, more than three times where it was a year ago. Just as noteworthy, NPAs declined by 37% during the quarter and our allowance to NPAs increased to 73%. During the quarter, we recognized a pre-tax gain related to the sale of Bearing Insurance totaling $5.9 million. We offset that gain with a provision for loan losses on a larger office CRE loan and a $0.9 settlement on a nuisance lawsuit regarding mortgage recruiting.

Lastly, as discussed later in this press release, we have identified substantial earnings enhancements related to our announcement to convert the entire bank to our digital, real-time core. The total earnings impact of $6.1 million is equally centered on revenue and expense improvements and should be incrementally in place beginning in the fourth quarter of 2026. This project will afford us another year of the superior operating leverage that we have been demonstrating while putting the entire bank on the most sales focused real time core available in our industry."

Division Updates

The second quarter of 2026 demonstrated continued progress across the Company's strategies to meet its growth and profitability goals in 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 represent almost two-thirds of the Company's total balance sheet. Management believes the Core Bank drives significant value for the Company with a stable deposit base and strong core profitability:

Approximately 21% 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. Over $450 million of deposits have used the service, including over 80% of commercial clients. Over $70 million of new deposit relationships have resulted directly from the V1BE offering.

Primis Mortgage

Primis Mortgage had closed mortgage volume of $421 million in the second quarter of 2026, up 30% compared to the same quarter in 2025, in spite of significant macroeconomic headwinds in the second quarter. Construction-to-permanent loan volume was $34 million in the second quarter of 2026 versus $26 million in the same period in 2025. Pre-tax earnings related to Primis Mortgage were approximately $2.2 million for the second quarter of 2026, up substantially from earnings of $0.1 million in the second quarter of 2025.

Mortgage Warehouse

Mortgage warehouse lending continued to show strong growth in the second quarter of 2026. Outstanding loan balances at June 30, 2026 were $544 million, up 18% from $460 million at March 31, 2026 and up 195% from $185 million at June 30, 2025. Average loan balances were $426 million in the second quarter of 2026, up 24% from $343 million in the first quarter of 2026 and up 226% from $131 million in the second quarter of 2025. Mortgage warehouse also funded on average approximately 11% of its balance sheet with associated customer noninterest bearing deposit balances during the second quarter of 2026.

Panacea Financial

Panacea's growth remained strong through the second quarter of 2026 with loans outstanding of $617 million, including loans held for sale, up 11% annualized compared to March 31, 2026. Panacea sold approximately $51 million of loans in the second quarter of 2026, including $41 million of loans classified as held for sale at March 31, 2026, and had $33 million of loans classified as held for sale at June 30, 2026. Panacea loans held for investment were $583 million at June 30, 2026, up 18% annualized from $559 million at March 31, 2026. At the end of the second quarter of 2026, Panacea customer deposits totaled $169 million, up 52% from June 30, 2025. Panacea remains 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 of the safest and most functional deposit accounts in the nation. Because of the scalability of the platform, there is significantly less pressure on the core Bank to provide this funding and risk the profitable, decades old relationships with core customers.

The platform ended the second quarter of 2026 with approximately $1.0 billion of deposits with a cost of deposits of 3.79% compared to $1.1 billion at June 30, 2025 with a cost of 4.27%. The platform also successfully grew business accounts in 2026 with small business balances reaching $38 million at June 30, 2026, up substantially from $16 million at December 31, 2025. These customers remain sticky with approximately 74% of our digital deposits banking with Primis for at least three years.

Core Consolidation Initiative

In 2025, the Company announced its decision to fully convert its core bank and all divisions onto its real-time, fully digital core that had served as the backbone of its successful national deposit origination platform. Concurrent with that decision, management has been fully evaluating its products and services as well as vendors and various contracts supporting both cores. Additional earnings improvements from this evaluation are expected to begin late in 2026 and be fully implemented in early 2027. The improvements to earnings are on both the income and expense side totaling $6.1 million and are comprised of the following:

In addition, we currently amortize approximately $0.8 million per quarter of capitalized costs from the initial development of the digital platform. This amortization expense is expected to end during the third quarter of 2027.

Net Interest Income

Net interest income in the second quarter of 2026 was $33.8 million, up 34.1%, versus $25.2 million in the second quarter of 2025. As noted above, the Company's net interest margin improved to 3.45% in the second quarter of 2026 compared to 2.86% in the same quarter of 2025 with the expansion driven by robust earning asset growth funded at attractive incremental margins.

Yield on earnings assets in the second quarter of 2026 increased three basis points and 34 basis points versus the first quarter of 2026 and second quarter of 2025, respectively. Yield on investments increased 131 basis points year-over-year largely due to the portfolio restructuring in the fourth quarter of 2025.

Cost of deposits in the Bank have benefitted from the focus on growing noninterest bearing deposit balances as well as the Core Bank's management of interest expense. In the second quarter of 2026, the Company reported cost of interest-bearing deposits of 2.69% compared to 2.94% in the same quarter in 2025. Cost of funds was 2.46% in the second quarter of 2026, down 21 basis points from 2.67% in the second quarter of 2025.

Noninterest Income

Noninterest income was $22.0 million in the second quarter of 2026 versus $13.6 million in the first quarter of 2026 and $18.0 million in the second quarter of 2025. The second quarter of 2026 included a gain of $5.9 million from the liquidation of an insurance agency investment while the second quarter of 2025 included a $7.5 million gain on the Company's investment in Panacea Financial Holdings. Mortgage related income grew 44.3% to $11.4 million in the second quarter of 2026 compared to $7.9 million in the same quarter in 2025. In 2026, the Company restructured its bank-owned life insurance portfolio which improved noninterest income by approximately $1.2 million annually beginning late in the second quarter of 2026.

The Company reported gain on sale income of $1.6 million related to the sale of Panacea loans and the guaranteed portion of SBA loans in the second quarter of 2026 compared to no similar gain on sale income in the second quarter of 2025. Approximately $237 thousand of the gain on sale income was attributable to the Core Bank in the second quarter of 2026 with the remainder driven by the Panacea Division. The Company anticipates increasing SBA gain on sale income to between $500 thousand to $600 thousand from the Core Bank beginning in the third quarter of 2026.

Noninterest Expense

Noninterest expense was $38.2 million for the second quarter of 2026, compared to $31.9 million for the same 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)

2Q26

1Q26

4Q25

3Q25

2Q25

Reported Noninterest Expense

$38,207

$33,754

$42,164

$32,313

$31,942

Nonrecurring

(1,126)

(232)

Primis Mortgage Expenses

(11,526)

(10,545)

(10,048)

(8,214)

(8,514)

Panacea Net Expense

(1,507)

(1,040)

(2,614)

(2,100)

(370)

Consumer Program Servicing Fee

(300)

(347)

(391)

(439)

(518)

Reserve for Unfunded Commitment

136

127

(18)

Total Adjustments

(13,294)

(11,796)

(14,052)

(10,734)

(9,652)

Core Operating Expense Burden

$24,913

$21,958

$28,112

$21,579

$22,290

Core operating expense burden, as defined above, was $25 million in the second quarter of 2026 versus $22 million in both the first quarter of 2026 and second quarter of 2025. As previously disclosed, the first and second quarters of 2026 include a full quarter of lease expense, net of reduced depreciation expense, of approximately $1.4 million from the Company's sale leaseback transaction executed in the fourth quarter of 2025. The second quarter of 2026 included a number of discrete expenses including $1.1 million related to the settlement of a previously disclosed mortgage lawsuit, $0.4 million increase of loan related expenses and $0.2 million higher marketing costs. There was also approximately $0.9 million cumulatively of smaller expenses related to the Company's recent shelf filing, BOLI exchange and core conversion project.

Lastly, the Company is also in the beginning stages of deploying artificial intelligence tools and agents to drive ongoing productivity improvements in order to preserve operating leverage.

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.5 billion at June 30, 2026 compared to $3.4 billion at March 31, 2026 and $3.1 billion at June 30, 2025. Primary drivers in these levels include:

Nonperforming assets, excluding portions guaranteed by the SBA, improved to 1.45% of total assets at June 30, 2026 compared to 2.35% of total assets at March 31, 2026 and 1.90% at June 30, 2025. The Company has made significant progress reducing nonperforming assets with total nonperforming assets decreasing to $63 million at June 30, 2026 from $100 million at March 31, 2026, representing a 37% reduction in the second quarter of 2026.

The Company recorded a provision for credit losses of $5.5 million for the second quarter of 2026 compared to a provision for credit losses of $1.5 million for the first quarter of 2026 and $8.3 million for the second quarter of 2025. Approximately $5.3 million of the second quarter 2026 provision was related to specific reserve additions for one nonaccrual credit. Absent this amount, improvements in specific reserve amounts largely offset provision amounts related to portfolio growth and the consumer loan program. Core net charge-offs as a percentage of average loans were 53 basis points, up 38 basis points from the same period a year ago and up 47 basis points from the first quarter of 2026. The increase in net charge-offs was largely driven by one nonaccrual loan that was resolved in the second quarter of 2026. As a percentage of loans held for investment, the allowance for credit losses was 1.33% at the end of the second quarter of 2026 compared to 1.47% at the end of the second quarter of 2025.

Deposits and Funding

Total deposits at June 30, 2026 were $3.4 billion, up $0.1 billion, or 3.1% when compared to the same period in 2025. Noninterest bearing demand deposits were $506 million at June 30, 2026, an increase of 5.9% compared to balances at June 30, 2025. The Company had FHLB advances totaling $300 million outstanding at June 30, 2026, up from $25 million at December 31, 2025 and compared to no advances at June 30, 2025.

Taxes

Tax expense for the second quarter of 2026 was $2.7 million. Included in this expense was $0.8 million of tax expense related to the Panacea Financial Holdings deconsolidation in 2025 offset by $0.8 million of benefit from the purchase of certain tax credits. The Company expects the effective tax rate to be approximately 22% for the rest of 2026.

Shareholders' Equity

Tangible book value per common share (1) at the end of the second quarter of 2026 was $13.72, an increase of $2.24, or 19.5%, from levels reported at June 30, 2025. Tangible common equity (1) ended the second quarter of 2026 at $340.0 million, or 7.99% of tangible assets (1).

The Board of Directors declared a dividend of $0.10 per share payable on August 21, 2026 to shareholders of record on August 7, 2026. This is Primis' fifty-ninth consecutive quarterly dividend.

About Primis Financial Corp.

As of June 30, 2026, Primis had $4.4 billion in total assets, $3.5 billion in total loans held for investment and $3.4 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 second quarter results on Friday, July 24, 2026 at 10:00 a.m. (ET). A live webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/499443631. Participants may also call 1-833-461-5787, enter meeting ID 499 443 631 and ask for the Primis Financial Corp. call. A replay of the teleconference will be available for 7 days using the webcast link above.

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 operating net income (loss) available to Primis' common shareholders; 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; core operating expense burden, 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 when discussing the financial measure or 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; adverse developments in borrower industries; 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, as well as with respect to use and implementation of artificial intelligence; competitive pressures among financial institutions increasing significantly (including as a result of technological changes and the use of artificial intelligence); changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices; legislative, regulatory or supervisory actions related to so‑called "de‑banking," including any new prohibitions, requirements or enforcement priorities that could affect customer relationships, compliance obligations, or operational 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, 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 second 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, civil unrest, 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, 2025, 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 Six Months Ended:

Selected Performance Ratios:

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

2Q 2026

2Q 2025

Return on average assets

0.90 %

0.76 %

2.94 %

0.70 %

0.26 %

0.83 %

1.36 %

Operating return on average assets(1)

0.53 %

0.84 %

0.23 %

0.70 %

(0.34 %)

0.68 %

0.02 %

Pre-tax pre-provision return on average assets

1.68 %

1.20 %

3.84 %

0.89 %

1.20 %

1.44 %

2.23 %

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

1.12 %

1.20 %

0.39 %

0.89 %

0.44 %

1.15 %

0.57 %

Return on average common equity

8.71 %

7.24 %

29.46 %

7.13 %

2.57 %

7.84 %

13.96 %

Operating return on average common equity(1)

5.17 %

7.96 %

2.36 %

7.13 %

(3.40 %)

6.56 %

0.19 %

Operating return on average tangible common equity(1)

6.65 %

10.19 %

3.07 %

9.45 %

(4.51 %)

8.38 %

0.26 %

Cost of funds

2.46 %

2.52 %

2.62 %

2.67 %

2.46 %

2.67 %

Net interest margin

3.45 %

3.43 %

3.28 %

3.18 %

2.86 %

3.44 %

3.00 %

Gross loans to deposits

100.58 %

99.22 %

96.70 %

95.92 %

93.65 %

100.58 %

93.65 %

Efficiency ratio

68.48 %

73.97 %

52.14 %

78.81 %

73.92 %

70.95 %

63.25 %

Operating efficiency ratio(1)

76.51 %

73.97 %

91.05 %

78.81 %

88.67 %

70.95 %

90.27 %

Per Common Share Data:

Earnings per common share - Basic

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.68

$ 1.01

Operating earnings per common share - Basic(1)

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.55

$ 0.01

Earnings per common share - Diluted

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.68

$ 1.01

Operating earnings per common share - Diluted(1)

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.55

$ 0.01

Book value per common share

$ 17.49

$ 17.25

$ 17.12

$ 15.51

$ 15.27

$ 17.49

$ 15.27

Tangible book value per common share(1)

$ 13.72

$ 13.47

$ 13.34

$ 11.71

$ 11.48

$ 13.72

$ 11.48

Cash dividend per common share

$ 0.10

$ 0.20

Weighted average shares outstanding - Basic

24,731,956

24,665,011

24,634,544

24,632,202

24,701,319

24,698,677

24,703,942

Weighted average shares outstanding - Diluted

24,788,023

24,719,255

24,654,037

24,643,889

24,714,229

24,751,058

24,718,458

Shares outstanding at end of period

24,799,072

24,772,072

24,695,385

24,644,385

24,643,185

24,799,072

24,643,185

Asset Quality Ratios:

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

1.45 %

2.35 %

2.03 %

2.07 %

1.90 %

1.45 %

1.90 %

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

0.65 %

0.12 %

0.16 %

0.14 %

0.80 %

0.41 %

1.13 %

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

0.53 %

0.06 %

0.05 %

0.03 %

0.15 %

0.30 %

0.11 %

Allowance for credit losses to total loans

1.33 %

1.37 %

1.40 %

1.47 %

1.33 %

1.47 %

Capital Ratios:

Common equity to assets

9.96 %

10.04 %

10.45 %

9.66 %

9.72 %

Tangible common equity to tangible assets(1)

7.99 %

8.02 %

8.33 %

7.48 %

7.49 %

Leverage ratio(2)

8.63 %

8.76 %

8.80 %

8.32 %

8.34 %

Common equity tier 1 capital ratio(2)

9.48 %

9.18 %

9.36 %

8.62 %

8.92 %

Tier 1 risk-based capital ratio(2)

9.75 %

9.45 %

9.64 %

8.91 %

9.22 %

Total risk-based capital ratio(2)

12.32 %

12.01 %

12.40 %

12.02 %

12.43 %

(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)

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

Assets

Cash and cash equivalents

$ 176,825

$ 159,881

$ 143,607

$ 63,881

$ 94,074

Investment securities-available for sale

168,285

171,877

171,377

234,660

242,073

Investment securities-held to maturity

6,588

6,792

6,981

8,550

8,850

Loans held for sale

231,990

223,180

166,066

202,372

126,869

Loans held for investment

3,466,388

3,396,366

3,283,683

3,200,234

3,130,521

Allowance for credit losses

(45,964)

(46,381)

(45,883)

(44,766)

(45,985)

Net loans

3,420,424

3,349,985

3,237,800

3,155,468

3,084,536

Stock in Federal Reserve Bank and Federal Home Loan Bank

27,487

24,162

14,185

17,035

12,998

Bank premises and equipment, net

5,955

5,924

6,070

19,380

19,642

Operating lease right-of-use assets

64,233

64,781

65,596

9,427

9,927

Goodwill and other intangible assets

93,482

93,488

93,495

93,502

93,508

Assets held for sale, net

776

775

2,181

Bank-owned life insurance

77,515

76,958

68,969

68,504

68,048

Deferred tax assets, net

15,914

14,593

14,683

17,328

19,466

Investment in Panacea Financial Holdings, Inc. common stock

7,299

6,899

6,880

6,586

Other assets

56,841

57,372

50,884

57,087

82,968

Total assets

$ 4,353,614

$ 4,256,668

$ 4,047,388

$ 3,954,849

$ 3,871,726

Liabilities and stockholders' equity

Demand deposits

$ 505,758

$ 541,168

$ 554,442

$ 489,728

$ 477,705

NOW accounts

878,976

844,528

862,735

831,709

858,624

Money market accounts

794,540

778,366

740,886

737,634

744,321

Savings accounts

960,343

942,847

922,337

958,416

935,527

Time deposits

306,724

316,156

315,185

318,865

326,496

Total deposits

3,446,341

3,423,065

3,395,585

3,336,352

3,342,673

Securities sold under agreements to repurchase - short term

3,974

3,525

3,552

3,954

4,370

Federal Home Loan Bank advances

300,000

230,000

25,000

85,000

Secured borrowings

14,165

14,450

14,773

15,403

16,449

Subordinated debt and notes

69,358

69,311

96,162

96,091

96,020

Operating lease liabilities

60,573

60,832

61,340

10,682

11,195

Other liabilities

25,374

28,287

28,080

25,214

24,604

Total liabilities

3,919,785

3,829,470

3,624,492

3,572,696

3,495,311

Total stockholders' equity

433,829

427,198

422,896

382,153

376,415

Total liabilities and stockholders' equity

$ 4,353,614

$ 4,256,668

$ 4,047,388

$ 3,954,849

$ 3,871,726

Tangible common equity(1)

$ 340,347

$ 333,710

$ 329,401

$ 288,651

$ 282,907

Primis Financial Corp

(Dollars in thousands)

For Three Months Ended:

For Six Months Ended:

Condensed Consolidated Statement of Operations (unaudited)

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

2Q 2026

2Q 2025

Interest and dividend income

$ 56,322

$ 53,526

$ 53,326

$ 51,766

$ 47,627

$ 109,848

$ 95,350

Interest expense

22,567

21,452

22,474

22,734

22,447

44,019

43,806

Net interest income

33,755

32,074

30,852

29,032

25,180

65,829

51,544

Provision for (recovery of) credit losses

5,452

1,549

2,439

(49)

8,303

7,001

9,899

Net interest income after provision for credit losses

28,303

30,525

28,413

29,081

16,877

58,828

41,645

Account maintenance and deposit service fees

1,699

1,246

1,292

1,358

1,675

2,945

3,014

Mortgage banking income

11,388

10,760

9,992

8,887

7,893

22,148

13,508

Gain on sale of loans

1,582

567

1,470

249

210

2,149

210

Gains on Panacea Financial Holdings investment

400

294

7,450

400

32,028

Gain on sale-leaseback

50,573

Loss on sales of investment securities

(14,777)

Gain (loss) on other investments

5,961

381

(308)

6,010

(255)

Other

1,004

933

1,413

800

1,110

1,937

1,860

Noninterest income

22,034

13,555

50,016

11,969

18,030

35,589

50,365

Employee compensation and benefits

20,267

19,556

25,535

18,523

17,060

39,823

35,001

Occupancy and equipment expenses

4,799

4,617

4,459

3,481

3,127

9,416

6,412

Virginia franchise tax expense

695

611

577

576

577

1,306

1,154

FDIC Insurance assessment

854

738

918

999

1,021

1,592

1,814

Data processing expense

2,342

2,188

2,421

2,369

3,037

4,530

5,886

Marketing expense

934

760

472

450

720

1,694

1,234

Telecommunication and communication expense

350

311

352

309

324

661

611

Professional fees

2,886

1,860

3,730

2,509

2,413

4,746

4,638

Miscellaneous lending expenses

1,128

728

634

231

900

1,856

1,734

Other expenses

3,952

2,385

3,066

2,866

2,763

6,337

5,974

Noninterest expense

38,207

33,754

42,164

32,313

31,942

71,961

64,458

Income before income taxes

12,130

10,326

36,265

8,737

2,965

22,456

27,552

Income tax expense

2,704

3,014

6,725

1,907

528

5,718

6,081

Net Income

9,426

7,312

29,540

6,830

2,437

16,738

21,471

Noncontrolling interest

3,602

Net income available to Primis' common shareholders

$ 9,426

$ 7,312

$ 29,540

$ 6,830

$ 2,437

$ 16,738

$ 25,073

(1) See Reconciliation of Non-GAAP financial measures

Primis Financial Corp

(Dollars in thousands)

For Three Months Ended:

Loan Portfolio Composition

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

Loans held for sale

$ 231,990

$ 223,180

$ 166,066

$ 202,372

$ 126,869

Loans secured by real estate:

Commercial real estate - owner occupied

560,515

534,897

510,088

495,739

480,981

Commercial real estate - non-owner occupied

522,383

540,154

567,092

592,480

590,848

Secured by farmland

2,479

2,386

3,407

3,642

3,696

Construction and land development

153,906

151,426

131,757

102,227

106,443

Residential 1-4 family

558,782

560,711

576,866

564,087

571,206

Multi-family residential

137,953

150,475

140,261

137,804

157,097

Home equity lines of credit

61,985

61,786

61,738

62,458

62,103

Total real estate loans

1,998,003

2,001,835

1,991,209

1,958,437

1,972,374

Commercial loans

1,184,862

1,104,438

970,492

915,158

811,458

Paycheck Protection Program loans

1,713

1,716

1,719

1,723

1,729

Consumer loans

277,248

283,605

315,407

319,977

339,936

Total Non-PCD loans

3,461,826

3,391,594

3,278,827

3,195,295

3,125,497

PCD loans

4,562

4,772

4,856

4,939

5,024

Total loans receivable, net of deferred fees

$ 3,466,388

$ 3,396,366

$ 3,283,683

$ 3,200,234

$ 3,130,521

(Dollars in thousands)

For Three Months Ended:

Loans by Risk Grade:

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

Pass Grade 1 - Highest Quality

$ 128

$ 119

$ 87

$ 666

$ 667

Pass Grade 2 - Good Quality

152,946

160,228

178,999

168,177

170,560

Pass Grade 3 - Satisfactory Quality

1,537,862

1,556,700

1,882,934

1,842,958

1,737,153

Pass Grade 4 - Pass

1,591,207

1,469,542

1,026,499

1,034,035

1,050,397

Pass Grade 5 - Pass/ Watch(1)

14,599

13,765

Pass Grade 6 - Special Mention(2)

75,213

49,308

48,683

7,004

31,902

Grade 7 - Substandard(2)

86,884

139,155

138,932

139,847

139,842

Grade 8 - Doubtful(2)

7,549

7,547

Grade 9 - Loss(2)

Total loans

$ 3,466,388

$ 3,396,366

$ 3,283,683

$ 3,200,234

$ 3,130,521

(Dollars in thousands)

For Three Months Ended:

Asset Quality Information

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

Allowance for Credit Losses:

Balance at beginning of period

$ (46,381)

$ (45,883)

$ (44,766)

$ (45,985)

$ (44,021)

Recovery of (provision for) credit losses

(5,452)

(1,549)

(2,439)

(8,303)

Net charge-offs

5,869

1,051

1,322

1,170

6,339

Ending balance

$ (45,964)

$ (46,381)

$ (45,883)

$ (44,766)

$ (45,985)

Reserve for Unfunded Commitments:

Balance at beginning of period

$ (870)

$ (1,006)

$ (1,133)

$ (1,152)

$ (1,134)

Recovery of (provision for) unfunded loan commitment reserve

136

127

(18)

Total Reserve for Unfunded Commitments

$ (831)

$ (870)

$ (1,006)

$ (1,133)

$ (1,152)

Non-Performing Assets:

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

Nonaccrual loans

$ 61,847

$ 84,949

$ 84,823

$ 84,973

$ 53,059

Accruing loans delinquent 90 days or more

5,827

20,222

1,713

25,188

Total non-performing assets

$ 67,674

$ 105,171

$ 86,536

$ 86,686

$ 78,247

SBA guaranteed portion of non-performing loans

$ 4,491

$ 5,033

$ 4,482

$ 4,682

$ 4,750

(1) In first quarter of 2026. the Company expanded its risk grade matrix to include Pass Grade 5 - Pass/ Watch

(2) In first quarter of 2026, due to the expansion of the risk grade matrix, Special Mention, Substandard, Doubtful and Loss loans that were in risk grades 5,

6, 7 and 8, respectively in 2025, were migrated to risk grades 6, 7, 8 and 9, respectively in 2026

Primis Financial Corp

(Dollars in thousands)

For Three Months Ended:

For Six Months Ended:

Average Balance Sheet

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

2Q 2026

2Q 2025

Assets

Loans held for sale

$ 207,590

$ 159,007

$ 162,854

$ 130,061

$ 108,693

$ 183,433

$ 139,431

Loans, net of deferred fees

3,379,938

3,297,456

3,238,184

3,143,155

3,074,993

3,338,925

2,986,727

Investment securities

177,451

176,582

220,343

247,008

249,485

177,019

247,362

Other earning assets

164,006

161,199

115,908

101,278

98,369

162,611

92,457

Total earning assets

3,928,985

3,794,244

3,737,289

3,621,502

3,531,540

3,861,988

3,465,977

Other assets

272,805

261,466

244,183

232,636

272,910

267,167

252,469

Total assets

$ 4,201,790

$ 4,055,710

$ 3,981,472

$ 3,854,138

$ 3,804,450

$ 4,129,155

$ 3,718,446

Liabilities and equity

Demand deposits

$ 565,815

$ 533,570

$ 498,681

$ 481,697

$ 467,493

$ 549,781

$ 457,007

Interest-bearing liabilities:

NOW and other demand accounts

856,254

838,845

837,231

834,839

821,893

847,598

813,752

Money market accounts

777,265

750,380

740,915

756,361

759,107

763,896

773,507

Savings accounts

950,932

922,152

934,092

922,048

882,227

936,622

818,619

Time deposits

311,192

316,281

315,943

324,614

329,300

313,722

332,484

Total Deposits

3,461,458

3,361,228

3,326,862

3,319,559

3,260,020

3,411,619

3,195,369

Borrowings

219,946

181,185

205,767

117,697

117,701

200,672

117,330

Total Funding

3,681,404

3,542,413

3,532,629

3,437,256

3,377,721

3,612,291

3,312,699

Other Liabilities

86,339

86,090

50,978

36,720

36,649

86,216

37,461

Total liabilites

3,767,743

3,628,503

3,583,607

3,473,976

3,414,370

3,698,507

3,350,160

Primis common stockholders' equity

434,047

427,207

397,865

380,162

380,080

430,648

362,295

Noncontrolling interest

—

5,991

Total stockholders' equity

434,047

427,207

397,865

380,162

380,080

430,648

368,286

Total liabilities and stockholders' equity

$ 4,201,790

$ 4,055,710

$ 3,981,472

$ 3,854,138

$ 3,794,450

$ 4,129,155

$ 3,718,446

Net Interest Income

Loans held for sale

$ 3,142

$ 2,376

$ 2,511

$ 2,085

$ 1,754

$ 5,518

$ 2,810

Loans

49,785

47,758

47,856

46,772

42,963

97,543

86,871

Investment securities

1,950

1,911

1,841

1,894

1,928

3,862

3,834

Other earning assets

1,445

1,481

1,118

1,015

982

2,925

1,835

Total Earning Assets Income

56,322

53,526

53,326

51,766

47,627

109,848

95,350

Non-interest bearing DDA

NOW and other interest-bearing demand accounts

4,446

4,244

4,124

4,549

4,603

8,690

9,118

Money market accounts

4,916

4,539

4,615

5,229

5,271

9,454

10,691

Savings accounts

7,575

7,202

7,599

8,070

7,793

14,777

14,211

Time deposits

2,451

2,517

2,639

2,723

2,830

4,969

5,869

Total Deposit Costs

19,388

18,502

18,977

20,571

20,497

37,890

39,889

Borrowings

3,179

2,950

3,497

2,163

1,950

6,129

3,917

Total Funding Costs

22,567

21,452

22,474

22,734

22,447

44,019

43,806

Net Interest Income

$ 33,755

$ 32,074

$ 30,852

$ 29,032

$ 25,180

$ 65,829

$ 51,544

Net Interest Margin

Loans held for sale

6.07 %

6.06 %

6.12 %

6.36 %

6.47 %

6.07 %

4.06 %

Loans

5.91 %

5.87 %

5.86 %

5.90 %

5.60 %

5.89 %

5.87 %

Investments

4.41 %

4.39 %

3.31 %

3.04 %

3.10 %

4.40 %

3.13 %

Other Earning Assets

3.53 %

3.73 %

3.83 %

3.98 %

4.00 %

3.63 %

4.00 %

Total Earning Assets

5.75 %

5.72 %

5.66 %

5.67 %

5.41 %

5.74 %

5.55 %

NOW

2.08 %

2.05 %

1.95 %

2.16 %

2.25 %

2.07 %

2.26 %

MMDA

2.54 %

2.45 %

2.47 %

2.74 %

2.79 %

2.50 %

2.79 %

Savings

3.20 %

3.17 %

3.23 %

3.47 %

3.54 %

3.18 %

3.50 %

CDs

3.16 %

3.23 %

3.31 %

3.33 %

3.45 %

3.19 %

3.56 %

Cost of Interest Bearing Deposits

2.69 %

2.65 %

2.66 %

2.88 %

2.94 %

2.67 %

2.94 %

Cost of Deposits

2.25 %

2.23 %

2.26 %

2.46 %

2.52 %

2.24 %

2.52 %

Other Funding

5.80 %

6.60 %

6.74 %

7.29 %

6.65 %

6.16 %

6.73 %

Total Cost of Funds

2.46 %

2.52 %

2.62 %

2.67 %

2.46 %

2.67 %

Net Interest Margin

3.45 %

3.43 %

3.28 %

3.18 %

2.86 %

3.44 %

3.00 %

Net Interest Spread

2.84 %

2.83 %

2.72 %

2.62 %

2.32 %

2.84 %

2.46 %

Primis Financial Corp

(Dollars in thousands, except per share data)

For Three Months Ended:

For Six Months Ended:

Reconciliation of Non-GAAP items:

2Q 2026

1Q 2026

4Q 2025

3Q 2025

2Q 2025

2Q 2026

2Q 2025

Net income available to Primis' common shareholders

$ 9,426

$ 7,312

$ 29,540

$ 6,830

$ 2,437

$ 16,738

$ 25,073

Non-GAAP adjustments to Net Income:

Loss on sale of investment securities

14,777

Branch Consolidation / Other restructuring

144

Professional fee expense related to accounting matters and LPF sale

232

1,125

Gain on sale-leaseback

(50,573)

Transaction costs related to sale-leaseback

1,126

Gains on Panacea Financial Holdings investment

(7,450)

(32,028)

Loss on sale of closed bank branch buildings

107

Gain on investment in Bearing Insurance

(5,853)

Tax expense related to de-consolidation gain in 2025 on PFH investment

759

1,518

Income tax effect

1,264

7,489

1,559

1,264

5,929

Operating net income (loss) available to Primis' common shareholders

$ 5,596

$ 8,071

$ 2,359

$ 6,830

$ (3,222)

$ 13,667

$ 350

Net income available to Primis' common shareholders

$ 9,426

$ 7,312

$ 29,540

$ 6,830

$ 2,437

$ 16,738

$ 25,073

Income tax expense

2,704

3,014

6,725

1,907

528

5,718

6,081

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

5,413

1,413

2,312

(68)

8,321

6,826

9,930

Pre-tax pre-provision earnings

$ 17,543

$ 11,739

$ 38,577

$ 8,669

$ 11,286

$ 29,282

$ 41,084

Effect of adjustment for nonrecurring income and expenses

(5,853)

(34,670)

(7,218)

(5,853)

(30,652)

Pre-tax pre-provision operating earnings

$ 11,690

$ 11,739

$ 3,907

$ 8,669

$ 4,068

$ 23,429

$ 10,432

Return on average assets

0.90 %

0.76 %

2.94 %

0.70 %

0.26 %

0.83 %

1.36 %

Effect of adjustment for nonrecurring income and expenses

(0.37 %)

0.08 %

(2.71 %)

0.00 %

(0.60 %)

(0.15 %)

(1.34 %)

Operating return on average assets

0.53 %

0.84 %

0.23 %

0.70 %

(0.34 %)

0.68 %

0.02 %

Return on average assets

0.90 %

0.76 %

2.94 %

0.70 %

0.26 %

0.83 %

1.36 %

Effect of tax expense

0.26 %

0.30 %

0.67 %

0.20 %

0.06 %

0.28 %

0.33 %

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

0.52 %

0.14 %

0.23 %

(0.01 %)

0.88 %

0.33 %

0.54 %

Pre-tax pre-provision return on average assets

1.68 %

1.20 %

3.84 %

0.89 %

1.20 %

1.44 %

2.23 %

Effect of adjustment for nonrecurring income and expenses

(0.56 %)

0.00 %

(3.45 %)

0.00 %

(0.76 %)

(0.29 %)

(1.66 %)

Pre-tax pre-provision operating return on average assets

1.12 %

1.20 %

0.39 %

0.89 %

0.44 %

1.15 %

0.57 %

Return on average common equity

8.71 %

7.24 %

29.46 %

7.13 %

2.57 %

7.84 %

13.96 %

Effect of adjustment for nonrecurring income and expenses

(3.54 %)

0.72 %

(27.10 %)

0.00 %

(5.97 %)

(1.28 %)

(13.77 %)

Operating return on average common equity

5.17 %

7.96 %

2.36 %

7.13 %

(3.40 %)

6.56 %

0.19 %

Effect of goodwill and other intangible assets

1.48 %

2.23 %

0.71 %

2.32 %

(1.11 %)

1.82 %

0.07 %

Operating return on average tangible common equity

6.65 %

10.19 %

3.07 %

9.45 %

(4.51 %)

8.38 %

0.26 %

Efficiency ratio

68.48 %

73.97 %

52.14 %

78.81 %

73.92 %

70.95 %

63.25 %

Effect of adjustment for nonrecurring income and expenses

8.03 %

0.00 %

38.91 %

0.00 %

14.75 %

0.00 %

27.02 %

Operating efficiency ratio

76.51 %

73.97 %

91.05 %

78.81 %

88.67 %

70.95 %

90.27 %

Earnings per common share - Basic

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.68

$ 1.01

Effect of adjustment for nonrecurring income and expenses

(0.15)

0.03

(1.10)

(0.23)

(0.13)

(1.00)

Operating earnings per common share - Basic

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.55

$ 0.01

Earnings per common share - Diluted

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 0.10

$ 0.68

$ 1.01

Effect of adjustment for nonrecurring income and expenses

(0.15)

0.03

(1.10)

(0.23)

(0.13)

(1.00)

Operating earnings per common share - Diluted

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ (0.13)

$ 0.55

$ 0.01

Book value per common share

$ 17.49

$ 17.25

$ 17.12

$ 15.51

$ 15.27

$ 17.49

$ 15.27

Effect of goodwill and other intangible assets

(3.77)

(3.78)

(3.80)

(3.79)

(3.77)

(3.79)

Tangible book value per common share

$ 13.72

$ 13.47

$ 13.34

$ 11.71

$ 11.48

$ 13.72

$ 11.48

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

0.65 %

0.12 %

0.16 %

0.14 %

0.80 %

0.41 %

1.13 %

Impact of third-party consumer portfolio

(0.12 %)

(0.06 %)

(0.11 %)

(0.65 %)

(0.11 %)

(1.02 %)

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

0.53 %

0.06 %

0.05 %

0.03 %

0.15 %

0.30 %

0.11 %

Total Primis common stockholders' equity

$ 433,829

$ 427,198

$ 422,896

$ 382,153

$ 376,415

$ 433,829

$ 376,415

Less goodwill and other intangible assets

(93,482)

(93,488)

(93,495)

(93,502)

(93,508)

(93,482)

(93,508)

Tangible common equity

$ 340,347

$ 333,710

$ 329,401

$ 288,651

$ 282,907

$ 340,347

$ 282,907

Common equity to assets

9.96 %

10.04 %

10.45 %

9.66 %

9.72 %

9.96 %

9.72 %

Effect of goodwill and other intangible assets

(1.97 %)

(2.02 %)

(2.12 %)

(2.18 %)

(2.23 %)

(1.97 %)

(2.23 %)

Tangible common equity to tangible assets

7.99 %

8.02 %

8.33 %

7.48 %

7.49 %

7.99 %

7.49 %

SOURCE Primis Financial Corp.