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

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

MCLEAN, Va., Oct. 22, 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 $8.7 million, or $0.35 per diluted share, for the three months ended September 30, 2026, compared to net income available to common shareholders of $6.8 million, or $0.28 per diluted share, for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the Company reported net income available to common shareholders of $25.4 million, or $1.03 per diluted share, compared to net income available to common shareholders of $31.9 million, or $1.29 per diluted share, for the nine months ended September 30, 2025.

Operating net income available to common shareholders (1) was $8.7 million, or $0.35 per diluted share, for the three months ended September 30, 2026, up 27% from operating net income available to common shareholders (1) of $6.8 million, or $0.28 per diluted share, for the three months ended September 30, 2025. Year-to-date results in 2026 and 2025 benefited from investment gains of $5.9 million in the second quarter of 2026 and $32.0 million in the second quarter of 2025. Excluding these gains and other nonrecurring items, operating net income available to common shareholders (1) for the nine months ended September 30, 2026, was $22.3 million, or $0.90 per diluted share, up 211% from operating net income available to common shareholders (1) of $7.2 million, or $0.29 per diluted share, for the nine months ended September 30, 2025.

Commenting on the results, Dennis J. Zember, Jr., President and Chief Executive Officer of the Company, stated, "The progress we have made over the past year is substantial. A core margin of 3.59% with expansion of 14 basis points linked-quarter is a testament to the value of our Core Bank franchise which continues to drive slow and steady growth at attractive margins. Our core earnings engine delivered a solid quarter in the face of unprecedented headwinds that reduced our retail mortgage pipeline 37% and reduced revenue by $2.3 million versus the second quarter. In a steady environment for retail mortgage, we would have been at our 1.00% ROAA target this quarter as expected. We are already making changes to close the gap during this period of lower volumes while preserving our ability to benefit when volumes eventually recover."

Third Quarter And Year-to-Date 2026 Highlights

The Company demonstrated strong profitability in the third quarter and year-to-date in 2026. Significant areas of improvement year-over-year are detailed in the chart below:

As of or for the Three Months

Ended September 30

As of or for the Nine Months

Ended September 30

($ in millions except per share)

2026

2025

2026

2025

Net Income

$8.7

$6.8

$25.4

$31.9

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

12.0

8.7

35.4

19.1

ROAA

0.80

0.70

0.82

1.13

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

1.11

0.89

1.14

0.67

Net Interest Income

$36.3

$29.0

$102.1

$80.6

Net Interest Margin

3.66

3.18

3.51

3.06

Total Assets

$4,300

$3,955

$4,300

$3,955

Gross Loans HFI

3,500

3,200

3,500

3,200

Total Deposits

3,473

3,336

3,473

3,336

Average Earning Assets

$3,936

$3,622

$3,887

$3,518

Avg. NIB Deposits

542

482

547

465

Avg. NIB / Avg. Total Deposits

15.4

14.5

15.9

14.4

TCE / TA (1)

8.14

7.48

8.14

7.48

Tangible Book Value per Share (1)

$13.81

$11.71

$13.81

$11.71

Division Updates

The third 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 and are a vital source of attractive lending and core funding. Recent activity in the Core Bank includes the following:

The Core Bank's deposit base is supported by what management believes is the region's best and most unique technology including the Bank's proprietary and recently rebranded Banking Valet service. Over 87% of Banking Valet users are commercial customers and clients who actively use the service have average relationship balances of almost $1 million.

Primis Mortgage

Primis Mortgage had closed mortgage volume of $347 million in the third quarter of 2026, up 12.5% compared to the same quarter in 2025, in spite of significant macroeconomic headwinds in the third quarter of 2026. Construction-to-permanent loan volume was $40.0 million in the third quarter of 2026 versus $26.4 million in the same period in 2025. Pre-tax losses related to Primis Mortgage were approximately $0.3 million for the third quarter of 2026, down from earnings of $1.9 million in the third quarter of 2025.

Mortgage Warehouse

Mortgage warehouse lending showed resilience in the third quarter of 2026 in the face of substantial market disruption. Outstanding loan balances at September 30, 2026 were $501 million, down 8% from $544 million at June 30, 2026 and up 53% from $327 million at September 30, 2025. Average loan balances were $427 million in the third quarter of 2026, up slightly from $426 million in the second quarter of 2026 and up 103% from $210 million in the third quarter of 2025. Mortgage warehouse also funded on average approximately 11% of its balance sheet with associated customer noninterest bearing deposit balances during the third quarter of 2026.

Panacea Financial

Panacea's growth remained strong through the third quarter of 2026 with loans outstanding of $642 million, including loans held for sale, up 17% annualized compared to June 30, 2026. Panacea sold approximately $32 million of loans in the third quarter of 2026 and had $39 million of loans classified as held for sale at September 30, 2026. Panacea loans held for investment were $603 million at September 30, 2026, up 14% annualized from $583 million at June 30, 2026. At the end of the third quarter of 2026, Panacea customer deposits totaled $207 million, up 56% from September 30, 2025. Panacea remains the number one ranked "Bank for doctors" on Google and serves over 7,500 professionals and practices nationwide.

Digital Platform

Our highly scalable digital platform continues to provide attractive funding for the Bank's nationwide business lines while protecting the Bank's low cost in-market funding. The platform ended the third quarter of 2026 with approximately $1.0 billion of deposits with a cost of deposits of 3.80% compared to $1.0 billion at September 30, 2025 with a cost of 4.07%. The platform also successfully grew business accounts in 2026 with small business balances reaching $54 million at September 30, 2026, up substantially from $16 million at December 31, 2025. These customers remain loyal with approximately 76% of our digital deposits banking with Primis for at least three years.

Net Interest Income

Net interest income in the third quarter of 2026 was $36.3 million, up 25%, from $29.0 million in the third quarter of 2025. Included in interest income in the third quarter of 2026 was approximately $0.7 million of interest recoveries from a previously charged off loan. Adjusting for the recovery, net interest income for the third quarter of 2026 was $35.6 million, up 23% from the prior year period. Net interest margin was 3.66%, or 3.59% adjusted for the interest recovery, in the third quarter of 2026 compared to 3.18% 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 third quarter of 2026 increased 22 basis points and 30 basis points versus the second quarter of 2026 and third quarter of 2025, respectively, including approximately 7 basis points due to the interest recovery noted above. Yield on investments increased 135 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 third quarter of 2026, the Company reported cost of interest-bearing deposits of 2.70% compared to 2.88% in the same quarter in 2025. Cost of funds was 2.47% in the third quarter of 2026, down 15 basis points from 2.62% in the third quarter of 2025.

Noninterest Income

Noninterest income was $12.9 million in the third quarter of 2026 versus $22.0 million in the second quarter of 2026 and $12.0 million in the third quarter of 2025. Mortgage related income decreased 10% to $8.0 million in the third quarter of 2026 compared to $8.9 million in the same quarter in 2025. In 2026, the Company restructured its bank-owned life insurance portfolio which improved noninterest income by approximately $0.4 million per quarter beginning late in the second quarter of 2026. Lastly, the third quarter of 2026 benefited from $0.9 million of recoveries from a previously charged-off loan and $0.4 million in payouts from a bank-owned life insurance policy.

The Company reported gain on sale income of $1.5 million related to the sale of Panacea loans and the guaranteed portion of SBA loans in the third quarter of 2026 compared to $0.2 million in the third quarter of 2025. Approximately $0.5 million of the gain on sale income was attributable to the Core Bank in the third quarter of 2026 with the remainder driven by the Panacea Division.

Noninterest Expense

Noninterest expense was $37.2 million for the third quarter of 2026, compared to $32.3 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)

3Q26

2Q26

1Q26

4Q25

3Q25

Reported Noninterest Expense

$37,155

$38,207

$33,754

$42,164

$32,313

Nonrecurring

(1,126)

Primis Mortgage Expenses

(10,159)

(11,526)

(10,545)

(10,048)

(8,214)

Panacea Net Expense

(2,674)

(1,507)

(1,040)

(2,614)

(2,100)

Consumer Program Servicing Fee

(281)

(300)

(347)

(391)

(439)

Reserve for Unfunded Commitment

113

136

127

Total Adjustments

(13,001)

(13,294)

(11,796)

(14,052)

(10,734)

Core Operating Expense Burden

$24,154

$24,913

$21,958

$28,112

$21,579

Core operating expense burden, as defined above, was $24.2 million in the third quarter of 2026 versus $24.9 million and $21.6 million in the second quarter of 2026 and third quarter of 2025, respectively. As previously disclosed, all three 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 third quarter of 2026 also included approximately $1.4 million of loan related expenses and approximately $0.4 million of professional fees and other third-party expenses. Excluding these expenses, core operating expense burden for the third quarter of 2026 would have been essentially flat with the second quarter of 2026 run rate and lower than the same period in 2025 when adjusting for net lease expense. As disclosed in the second quarter of 2026, the Company expects approximately $3.0 million of annualized savings from vendor consolidation and statement services beginning early in 2027.

Loan Portfolio and Asset Quality

Loans held for investment were $3.5 billion at September 30, 2026, flat compared to June 30, 2026 and increased 9% compared to $3.2 billion at September 30, 2025. Primary drivers of these changes include:

Nonperforming assets, excluding portions guaranteed by the SBA, improved to 1.43% of total assets at September 30, 2026 compared to 1.45% at June 30, 2026 and 2.07% at September 30, 2025. The Company continues to make progress reducing nonperforming assets with total nonperforming assets excluding SBA guaranteed balances decreasing to $61 million at September 30, 2026 from $63 million at June 30, 2026, representing a 3% reduction in the third quarter of 2026.

The Company recorded a provision for credit losses of $1.1 million for the third quarter of 2026 compared to a provision for credit losses of $5.5 million for the second quarter of 2026 and a recovery of credit losses of $49 thousand for the third quarter of 2025. The majority of the provision expense was driven by growth in the loan portfolio in the third quarter of 2026. Core net charge-offs as a percentage of average loans were 17 basis points, up 14 basis points from the same period a year ago and down 36 basis points from the second quarter of 2026. The increase in net charge-offs was largely driven by one credit that had previously been reserved for. As a percentage of loans held for investment, the allowance for credit losses was 1.30% at the end of the third quarter of 2026 compared to 1.40% at the end of the third quarter of 2025.

Deposits and Funding

Total deposits at September 30, 2026 were $3.5 billion, up $0.1 billion, or 4% when compared to the same period in 2025. Noninterest bearing demand deposits were $496 million at September 30, 2026, an increase of 1% compared to balances at September 30, 2025. Average noninterest bearing deposits were $542 million in the third quarter of 2026, up 13% from $482 million in the third quarter of 2025. The Company had FHLB advances totaling $220 million outstanding at September 30, 2026, down from $300 million at June 30, 2026 and up from $85 million at September 30, 2025. Average FHLB advances were $89 million in the third quarter of 2026, down from $133 million in the second quarter of 2026 and up from $1 million in the third quarter of 2025.

Shareholders' Equity

Tangible book value per common share (1) at the end of the third quarter of 2026 was $13.81, an increase of $2.10, or 18%, from levels reported at September 30, 2025. Tangible common equity (1) ended the third quarter of 2026 at $342.4 million, or 8.14% of tangible assets (1).

The Board of Directors declared a dividend of $0.10 per share payable on November 20, 2026 to shareholders of record on November 6, 2026. This is Primis' sixtieth consecutive quarterly dividend.

About Primis Financial Corp.

As of September 30, 2026, Primis had $4.3 billion in total assets, $3.5 billion in total loans held for investment and $3.5 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through 24 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 23, 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/709063364. Participants may also call 1-833-461-5787, enter meeting ID 709 063 364 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 common equity; operating return on average tangible common 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, Banking Valet 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 and continued development 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, unless required by law. 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 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

3Q 2026

3Q 2025

Return on average assets

0.80 %

0.90 %

0.76 %

2.94 %

0.70 %

0.82 %

1.13 %

Operating return on average assets (1)

0.80 %

0.53 %

0.84 %

0.23 %

0.70 %

0.72 %

0.25 %

Pre-tax pre-provision return on average assets

1.11 %

1.68 %

1.20 %

3.84 %

0.89 %

1.33 %

1.76 %

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

1.11 %

1.12 %

1.20 %

0.39 %

0.89 %

1.14 %

0.67 %

Return on average common equity

7.67 %

8.71 %

7.24 %

29.46 %

7.13 %

7.89 %

11.58 %

Operating return on average common equity (1)

7.67 %

5.17 %

7.96 %

2.36 %

7.13 %

6.95 %

2.61 %

Operating return on average tangible common equity (1)

9.75 %

6.65 %

10.19 %

3.07 %

9.45 %

8.86 %

3.50 %

Cost of funds

2.47 %

2.46 %

2.52 %

2.62 %

2.46 %

2.65 %

Net interest margin

3.66 %

3.45 %

3.43 %

3.28 %

3.18 %

3.51 %

3.06 %

Gross loans to deposits

100.78 %

100.58 %

99.22 %

96.70 %

95.92 %

100.78 %

95.92 %

Efficiency ratio

75.47 %

68.48 %

73.97 %

52.14 %

78.81 %

72.43 %

67.71 %

Operating efficiency ratio (1)

75.47 %

76.51 %

73.97 %

91.05 %

78.81 %

75.36 %

86.03 %

Per Common Share Data:

Earnings per common share - Basic

$ 0.35

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 1.03

$ 1.29

Operating earnings per common share - Basic (1)

$ 0.35

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ 0.90

$ 0.29

Earnings per common share - Diluted

$ 0.35

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 1.03

$ 1.29

Operating earnings per common share - Diluted (1)

$ 0.35

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ 0.90

$ 0.29

Book value per common share

$ 17.57

$ 17.49

$ 17.25

$ 17.12

$ 15.51

$ 17.57

$ 15.51

Tangible book value per common share (1)

$ 13.81

$ 13.72

$ 13.47

$ 13.34

$ 11.71

$ 13.81

$ 11.71

Cash dividend per common share

$ 0.10

$ 0.30

Weighted average shares outstanding - Basic

24,735,157

24,731,956

24,665,011

24,634,544

24,632,202

24,710,970

24,679,766

Weighted average shares outstanding - Diluted

24,799,072

24,788,023

24,719,255

24,654,037

24,643,889

24,767,238

24,693,328

Shares outstanding at end of period

24,799,072

24,772,072

24,695,385

24,644,385

24,799,072

24,644,385

Asset Quality Ratios:

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

1.43 %

1.45 %

2.35 %

2.03 %

2.07 %

1.43 %

2.07 %

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

0.17 %

0.65 %

0.12 %

0.16 %

0.14 %

0.34 %

0.79 %

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

0.17 %

0.53 %

0.06 %

0.05 %

0.03 %

0.26 %

0.08 %

Allowance for credit losses to total loans

1.30 %

1.33 %

1.37 %

1.40 %

1.30 %

1.40 %

Capital Ratios:

Common equity to assets

10.14 %

9.96 %

10.04 %

10.45 %

9.66 %

Tangible common equity to tangible assets (1)

8.14 %

7.99 %

8.02 %

8.33 %

7.48 %

Leverage ratio (2)

8.77 %

8.63 %

8.76 %

8.80 %

8.32 %

(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 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

Assets

Cash and cash equivalents

$ 165,085

$ 176,825

$ 159,881

$ 143,607

$ 63,881

Investment securities-available for sale

165,116

168,285

171,877

171,377

234,660

Investment securities-held to maturity

6,418

6,588

6,792

6,981

8,550

Loans held for sale

161,449

231,990

223,180

166,066

202,372

Loans held for investment

3,499,636

3,466,388

3,396,366

3,283,683

3,200,234

Allowance for credit losses

(45,567)

(45,964)

(46,381)

(45,883)

(44,766)

Net loans

3,454,069

3,420,424

3,349,985

3,237,800

3,155,468

Stock in Federal Reserve Bank and Federal Home Loan Bank

23,636

27,487

24,162

14,185

17,035

Bank premises and equipment, net

5,905

5,955

5,924

6,070

19,380

Operating lease right-of-use assets

63,373

64,233

64,781

65,596

9,427

Goodwill and other intangible assets

93,475

93,482

93,488

93,495

93,502

Assets held for sale, net

776

775

Bank-owned life insurance

78,252

77,515

76,958

68,969

68,504

Deferred tax assets, net

17,260

15,914

14,593

14,683

17,328

Investment in Panacea Financial Holdings, Inc. common stock

7,133

7,299

6,899

6,880

Other assets

57,579

56,841

57,372

50,884

57,087

Total assets

$ 4,299,526

$ 4,353,614

$ 4,256,668

$ 4,047,388

$ 3,954,849

Liabilities and stockholders' equity

Demand deposits

$ 496,282

$ 505,758

$ 541,168

$ 554,442

$ 489,728

NOW accounts

907,685

878,976

844,528

862,735

831,709

Money market accounts

787,031

794,540

778,366

740,886

737,634

Savings accounts

975,521

960,343

942,847

922,337

958,416

Time deposits

306,112

306,724

316,156

315,185

318,865

Total deposits

3,472,631

3,446,341

3,423,065

3,395,585

3,336,352

Securities sold under agreements to repurchase - short term

3,864

3,974

3,525

3,552

3,954

Federal Home Loan Bank advances

220,000

300,000

230,000

25,000

85,000

Secured borrowings

13,624

14,165

14,450

14,773

15,403

Subordinated debt and notes

69,406

69,358

69,311

96,162

96,091

Operating lease liabilities

60,008

60,573

60,832

61,340

10,682

Other liabilities

24,161

25,374

28,287

28,080

25,214

Total liabilities

3,863,694

3,919,785

3,829,470

3,624,492

3,572,696

Total stockholders' equity

435,832

433,829

427,198

422,896

382,153

Total liabilities and stockholders' equity

$ 4,299,526

$ 4,353,614

$ 4,256,668

$ 4,047,388

$ 3,954,849

Tangible common equity (1)

$ 342,357

$ 340,347

$ 333,710

$ 329,401

$ 288,651

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

For Nine Months Ended:

Condensed Consolidated Statement of Operations (unaudited)

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

3Q 2026

3Q 2025

Interest and dividend income

$ 59,234

$ 56,322

$ 53,526

$ 53,326

$ 51,766

$ 169,082

$ 147,116

Interest expense

22,924

22,567

21,452

22,474

22,734

66,943

66,540

Net interest income

36,310

33,755

32,074

30,852

29,032

102,139

80,576

Provision for (recovery of) credit losses

1,149

5,452

1,549

2,439

(49)

8,150

9,850

Net interest income after provision for credit losses

35,161

28,303

30,525

28,413

29,081

93,989

70,726

Account maintenance and deposit service fees

1,389

1,699

1,246

1,292

1,358

4,334

4,372

Mortgage banking income

8,022

11,388

10,760

9,992

8,887

30,170

22,395

Gain on sale of loans

1,465

1,582

567

1,470

249

3,614

459

Gains (loss) on Panacea Financial Holdings investment

(165)

400

294

235

32,322

Gain on sale-leaseback

50,573

Loss on sales of investment securities

(14,777)

Gain (loss) on other investments

(134)

5,961

381

5,876

126

Other

2,344

1,004

933

1,413

800

4,281

2,660

Noninterest income

12,921

22,034

13,555

50,016

11,969

48,510

62,334

Employee compensation and benefits

20,539

20,267

19,556

25,535

18,523

60,362

53,524

Occupancy and equipment expenses

5,044

4,799

4,617

4,459

3,481

14,460

9,893

Virginia franchise tax expense

713

695

611

577

576

2,019

1,730

FDIC Insurance assessment

634

854

738

918

999

2,226

2,813

Data processing expense

2,099

2,342

2,188

2,421

2,369

6,629

8,255

Marketing expense

717

934

760

472

450

2,411

1,684

Telecommunication and communication expense

307

350

311

352

309

968

920

Professional fees

1,345

2,886

1,860

3,730

2,509

6,091

7,147

Miscellaneous lending expenses

2,081

1,128

728

634

231

3,937

1,965

Other expenses

3,676

3,952

2,385

3,066

2,866

10,013

8,840

Noninterest expense

37,155

38,207

33,754

42,164

32,313

109,116

96,771

Income before income taxes

10,927

12,130

10,326

36,265

8,737

33,383

36,289

Income tax expense

2,255

2,704

3,014

6,725

1,907

7,973

7,988

Net Income

8,672

9,426

7,312

29,540

6,830

25,410

28,301

Noncontrolling interest

3,602

Net income available to Primis' common shareholders

$ 8,672

$ 9,426

$ 7,312

$ 29,540

$ 6,830

$ 25,410

$ 31,903

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

Primis Financial Corp.

(Dollars in thousands)

For Three Months Ended:

Loan Portfolio Composition

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

Loans held for sale

$ 161,449

$ 231,990

$ 223,180

$ 166,066

$ 202,372

Loans secured by real estate:

Commercial real estate - owner occupied

567,774

560,515

534,897

510,088

495,739

Commercial real estate - non-owner occupied

527,883

522,383

540,154

567,092

592,480

Secured by farmland

2,434

2,479

2,386

3,407

3,642

Construction and land development

149,509

153,906

151,426

131,757

102,227

Residential 1-4 family

570,589

558,782

560,711

576,866

564,087

Multi-family residential

149,458

137,953

150,475

140,261

137,804

Home equity lines of credit

67,582

61,985

61,786

61,738

62,458

Total real estate loans

2,035,229

1,998,003

2,001,835

1,991,209

1,958,437

Commercial loans

1,180,572

1,184,862

1,104,438

970,492

915,158

Paycheck Protection Program loans

1,705

1,713

1,716

1,719

1,723

Consumer loans

277,640

277,248

283,605

315,407

319,977

Total Non-PCD loans

3,495,146

3,461,826

3,391,594

3,278,827

3,195,295

PCD loans

4,490

4,562

4,772

4,856

4,939

Total loans receivable, net of deferred fees

$ 3,499,636

$ 3,466,388

$ 3,396,366

$ 3,283,683

$ 3,200,234

(Dollars in thousands)

For Three Months Ended:

Loans by Risk Grade:

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

Pass Grade 1 - Highest Quality

$ 90

$ 128

$ 119

$ 87

$ 666

Pass Grade 2 - Good Quality

160,761

152,946

160,228

178,999

168,177

Pass Grade 3 - Satisfactory Quality

1,641,071

1,537,862

1,556,700

1,882,934

1,842,958

Pass Grade 4 - Pass

1,501,630

1,591,207

1,469,542

1,026,499

1,034,035

Pass Grade 5 - Pass/ Watch (1)

28,633

14,599

13,765

Pass Grade 6 - Special Mention (2)

75,659

75,213

49,308

48,683

7,004

Grade 7 - Substandard (2)

84,243

86,884

139,155

138,932

139,847

Grade 8 - Doubtful (2)

7,549

7,547

Grade 9 - Loss (2)

Total loans

$ 3,499,636

$ 3,466,388

$ 3,396,366

$ 3,283,683

$ 3,200,234

(Dollars in thousands)

For Three Months Ended:

Asset Quality Information

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

Allowance for Credit Losses:

Balance at beginning of period

$ (45,964)

$ (46,381)

$ (45,883)

$ (44,766)

$ (45,985)

Recovery of (provision for) credit losses

(1,149)

(5,452)

(1,549)

(2,439)

Net charge-offs

1,546

5,869

1,051

1,322

1,170

Ending balance

$ (45,567)

$ (45,964)

$ (46,381)

$ (45,883)

$ (44,766)

Reserve for Unfunded Commitments:

Balance at beginning of period

$ (831)

$ (870)

$ (1,006)

$ (1,133)

$ (1,152)

Recovery of (provision for) unfunded loan commitment reserve

113

136

127

Total Reserve for Unfunded Commitments

$ (718)

$ (831)

$ (870)

$ (1,006)

$ (1,133)

Non-Performing Assets:

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

Nonaccrual loans

$ 59,018

$ 61,847

$ 84,949

$ 84,823

$ 84,973

Accruing loans delinquent 90 days or more

5,806

5,827

20,222

1,713

Total non-performing assets

$ 64,824

$ 67,674

$ 105,171

$ 86,536

$ 86,686

SBA guaranteed portion of non-performing loans

$ 3,402

$ 4,491

$ 5,033

$ 4,482

$ 4,682

(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 Nine Months Ended:

Average Balance Sheet

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

3Q 2026

3Q 2025

Assets

Loans held for sale

$ 196,449

$ 207,590

$ 159,007

$ 162,854

$ 130,061

$ 187,819

$ 136,273

Loans, net of deferred fees

3,398,668

3,379,938

3,297,456

3,238,184

3,143,155

3,359,058

3,039,443

Investment securities

175,278

177,451

176,582

220,343

247,008

176,432

247,243

Other earning assets

165,944

164,006

161,199

115,908

101,278

163,734

95,430

Total earning assets

3,936,339

3,928,985

3,794,244

3,737,289

3,621,502

3,887,043

3,518,389

Other assets

274,149

272,805

261,466

244,183

232,636

269,520

245,786

Total assets

$ 4,210,488

$ 4,201,790

$ 4,055,710

$ 3,981,472

$ 3,854,138

$ 4,156,563

$ 3,764,175

Liabilities and equity

Demand deposits

$ 542,184

$ 565,815

$ 533,570

$ 498,681

$ 481,697

$ 547,221

$ 465,327

Interest-bearing liabilities:

NOW and other demand accounts

894,250

856,254

838,845

837,231

834,839

863,319

820,859

Money market accounts

795,993

777,265

750,380

740,915

756,361

774,713

767,729

Savings accounts

973,431

950,932

922,152

934,092

922,048

949,026

853,474

Time deposits

306,878

311,192

316,281

315,943

324,614

311,416

329,832

Total Deposits

3,512,736

3,461,458

3,361,228

3,326,862

3,319,559

3,445,695

3,237,221

Borrowings

176,465

219,946

181,185

205,767

117,697

192,515

117,454

Total Funding

3,689,201

3,681,404

3,542,413

3,532,629

3,437,256

3,638,210

3,354,675

Other Liabilities

83,067

86,339

86,090

50,978

36,720

85,154

37,211

Total liabilities

3,772,268

3,767,743

3,628,503

3,583,607

3,473,976

3,723,364

3,391,886

Primis common stockholders' equity

438,220

434,047

427,207

397,865

380,162

433,199

368,295

Noncontrolling interest

—

3,994

Total stockholders' equity

438,220

434,047

427,207

397,865

380,162

433,199

372,289

Total liabilities and stockholders' equity

$ 4,210,488

$ 4,201,790

$ 4,055,710

$ 3,981,472

$ 3,854,138

$ 4,156,563

$ 3,764,175

Net Interest Income

Loans held for sale

$ 2,487

$ 3,142

$ 2,376

$ 2,511

$ 2,085

$ 8,005

$ 4,895

Loans

53,309

49,785

47,758

47,856

46,772

150,852

133,643

Investment securities

1,940

1,950

1,911

1,841

1,894

5,802

5,728

Other earning assets

1,498

1,445

1,481

1,118

1,015

4,423

2,850

Total Earning Assets Income

59,234

56,322

53,526

53,326

51,766

169,082

147,116

Non-interest bearing DDA

NOW and other interest-bearing demand accounts

4,743

4,446

4,244

4,124

4,549

13,433

13,667

Money market accounts

5,162

4,916

4,539

4,615

5,229

14,617

15,920

Savings accounts

7,860

7,575

7,202

7,599

8,070

22,637

22,281

Time deposits

2,432

2,451

2,517

2,639

2,723

7,400

8,592

Total Deposit Costs

20,197

19,388

18,502

18,977

20,571

58,087

60,460

Borrowings

2,727

3,179

2,950

3,497

2,163

8,856

6,080

Total Funding Costs

22,924

22,567

21,452

22,474

22,734

66,943

66,540

Net Interest Income

$ 36,310

$ 33,755

$ 32,074

$ 30,852

$ 29,032

$ 102,139

$ 80,576

Net Interest Margin

Loans held for sale

5.02 %

6.07 %

6.06 %

6.12 %

6.36 %

5.70 %

4.80 %

Loans

6.22 %

5.91 %

5.87 %

5.86 %

5.90 %

6.00 %

5.88 %

Investments

4.39 %

4.41 %

4.39 %

3.31 %

3.04 %

4.40 %

3.10 %

Other Earning Assets

3.58 %

3.53 %

3.73 %

3.83 %

3.98 %

3.61 %

3.99 %

Total Earning Assets

5.97 %

5.75 %

5.72 %

5.66 %

5.67 %

5.82 %

5.59 %

NOW

2.10 %

2.08 %

2.05 %

1.95 %

2.16 %

2.08 %

2.23 %

MMDA

2.57 %

2.54 %

2.45 %

2.47 %

2.74 %

2.52 %

2.77 %

Savings

3.20 %

3.17 %

3.23 %

3.47 %

3.19 %

3.49 %

CDs

3.14 %

3.16 %

3.23 %

3.31 %

3.33 %

3.18 %

3.48 %

Cost of Interest Bearing Deposits

2.70 %

2.69 %

2.65 %

2.66 %

2.88 %

2.68 %

2.92 %

Cost of Deposits

2.28 %

2.25 %

2.23 %

2.26 %

2.46 %

2.25 %

2.50 %

Other Funding

6.13 %

5.80 %

6.60 %

6.74 %

7.29 %

6.15 %

6.92 %

Total Cost of Funds

2.47 %

2.46 %

2.52 %

2.62 %

2.46 %

2.65 %

Net Interest Margin

3.66 %

3.45 %

3.43 %

3.28 %

3.18 %

3.51 %

3.06 %

Net Interest Spread

3.08 %

2.84 %

2.83 %

2.72 %

2.62 %

2.92 %

2.51 %

Primis Financial Corp.

(Dollars in thousands, except per share data)

For Three Months Ended:

For Nine Months Ended:

Reconciliation of Non-GAAP items:

3Q 2026

2Q 2026

1Q 2026

4Q 2025

3Q 2025

3Q 2026

3Q 2025

Net income available to Primis' common shareholders

$ 8,672

$ 9,426

$ 7,312

$ 29,540

$ 6,830

$ 25,410

$ 31,903

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

1,125

Gain on sale-leaseback

(50,573)

Transaction costs related to sale-leaseback

1,126

Gains on Panacea Financial Holdings investment

(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

1,264

5,929

Operating net income available to Primis' common shareholders

$ 8,672

$ 5,596

$ 8,071

$ 2,359

$ 6,830

$ 22,339

$ 7,180

Net income available to Primis' common shareholders

$ 8,672

$ 9,426

$ 7,312

$ 29,540

$ 6,830

$ 25,410

$ 31,903

Income tax expense

2,255

2,704

3,014

6,725

1,907

7,973

7,988

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

1,036

5,413

1,413

2,312

(68)

7,862

9,862

Pre-tax pre-provision earnings

$ 11,963

$ 17,543

$ 11,739

$ 38,577

$ 8,669

$ 41,245

$ 49,753

Effect of adjustment for nonrecurring income and expenses

(5,853)

(34,670)

(5,853)

(30,652)

Pre-tax pre-provision operating earnings

$ 11,963

$ 11,690

$ 11,739

$ 3,907

$ 8,669

$ 35,392

$ 19,101

Return on average assets

0.80 %

0.90 %

0.76 %

2.94 %

0.70 %

0.82 %

1.13 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(0.37 %)

0.08 %

(2.71 %)

0.00 %

(0.10 %)

(0.88 %)

Operating return on average assets

0.80 %

0.53 %

0.84 %

0.23 %

0.70 %

0.72 %

0.25 %

Return on average assets

0.80 %

0.90 %

0.76 %

2.94 %

0.70 %

0.82 %

1.13 %

Effect of tax expense

0.21 %

0.26 %

0.30 %

0.67 %

0.20 %

0.26 %

0.28 %

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

0.10 %

0.52 %

0.14 %

0.23 %

(0.01 %)

0.25 %

0.35 %

Pre-tax pre-provision return on average assets

1.11 %

1.68 %

1.20 %

3.84 %

0.89 %

1.33 %

1.76 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(0.56 %)

0.00 %

(3.45 %)

0.00 %

(0.19 %)

(1.09 %)

Pre-tax pre-provision operating return on average assets

1.11 %

1.12 %

1.20 %

0.39 %

0.89 %

1.14 %

0.67 %

Return on average common equity

7.67 %

8.71 %

7.24 %

29.46 %

7.13 %

7.89 %

11.58 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

(3.54 %)

0.72 %

(27.10 %)

0.00 %

(0.94 %)

(8.97 %)

Operating return on average common equity

7.67 %

5.17 %

7.96 %

2.36 %

7.13 %

6.95 %

2.61 %

Effect of goodwill and other intangible assets

2.08 %

1.48 %

2.23 %

0.71 %

2.32 %

1.91 %

0.89 %

Operating return on average tangible common equity

9.75 %

6.65 %

10.19 %

3.07 %

9.45 %

8.86 %

3.50 %

Efficiency ratio

75.47 %

68.48 %

73.97 %

52.14 %

78.81 %

72.43 %

67.71 %

Effect of adjustment for nonrecurring income and expenses

0.00 %

8.03 %

0.00 %

38.91 %

0.00 %

2.93 %

18.32 %

Operating efficiency ratio

75.47 %

76.51 %

73.97 %

91.05 %

78.81 %

75.36 %

86.03 %

Earnings per common share - Basic

$ 0.35

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 1.03

$ 1.29

Effect of adjustment for nonrecurring income and expenses

(0.15)

0.03

(1.10)

(0.13)

(1.00)

Operating earnings per common share - Basic

$ 0.35

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ 0.90

$ 0.29

Earnings per common share - Diluted

$ 0.35

$ 0.38

$ 0.30

$ 1.20

$ 0.28

$ 1.03

$ 1.29

Effect of adjustment for nonrecurring income and expenses

(0.15)

0.03

(1.10)

(0.13)

(1.00)

Operating earnings per common share - Diluted

$ 0.35

$ 0.23

$ 0.33

$ 0.10

$ 0.28

$ 0.90

$ 0.29

Book value per common share

$ 17.57

$ 17.49

$ 17.25

$ 17.12

$ 15.51

$ 17.57

$ 15.51

Effect of goodwill and other intangible assets

(3.76)

(3.77)

(3.78)

(3.80)

(3.76)

(3.80)

Tangible book value per common share

$ 13.81

$ 13.72

$ 13.47

$ 13.34

$ 11.71

$ 13.81

$ 11.71

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

0.17 %

0.65 %

0.12 %

0.16 %

0.14 %

0.34 %

0.79 %

Impact of third-party consumer portfolio

0.00 %

(0.12 %)

(0.06 %)

(0.11 %)

(0.08 %)

(0.71 %)

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

0.17 %

0.53 %

0.06 %

0.05 %

0.03 %

0.26 %

0.08 %

Total Primis common stockholders' equity

$ 435,832

$ 433,829

$ 427,198

$ 422,896

$ 382,153

$ 435,832

$ 382,153

Less goodwill and other intangible assets

(93,475)

(93,482)

(93,488)

(93,495)

(93,502)

(93,475)

(93,502)

Tangible common equity

$ 342,357

$ 340,347

$ 333,710

$ 329,401

$ 288,651

$ 342,357

$ 288,651

Common equity to assets

10.14 %

9.96 %

10.04 %

10.45 %

9.66 %

10.14 %

9.66 %

Effect of goodwill and other intangible assets

(2.00 %)

(1.97 %)

(2.02 %)

(2.12 %)

(2.18 %)

(2.00 %)

(2.18 %)

Tangible common equity to tangible assets

8.14 %

7.99 %

8.02 %

8.33 %

7.48 %

8.14 %

7.48 %

SOURCE Primis Financial Corp.