# Primis Financial Corp.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Primis Financial Corp.](/companies/frst.md) (CIK 1325670)
- Form: 10-Q
- Filed: 2025-05-14
- Accepted by EDGAR: May 13, 2025, 19:29 ET
- Period: 2025-03-31
- Accession: 0001558370-25-007623
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1325670/000155837025007623/frst-20250331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1325670/000155837025007623/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $5.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $22.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.92 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.92 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 24,723,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $34.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $2.5m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2025-03-31 | $57.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-03-31 | $3.70bn | us-gaap:Assets |
| Total liabilities | at 2025-03-31 | $3.32bn | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | $375.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 66,216 characters.

Management’s discussion and analysis (“MD&A”) is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Primis. This discussion and analysis should be read with the condensed consolidated financial statements, the footnotes thereto, and the other financial data included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2024. Results of operations for the three months ended March 31, 2025 are not necessarily indicative of results that may be attained for any other period. The emphasis of this discussion will be on the three months ended March 31, 2025 compared to the three months ended March 31, 2024 for the consolidated income statements. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of March 31, 2025 compared to December 31, 2024. This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.

### FORWARD-LOOKING STATEMENTS

Statements and financial discussion and analysis contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The words “believe,” “may,” “forecast,” “should,” “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “predict,” “intend,” “continue,” “would,” “could,” “hope,” “might,” “assume,” “objective,” “seek,” “plan,” “strive” or similar words, or the negatives of these words, identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements. In addition to the Risk Factors contained in this Quarterly Report on Form 10-Q, as well as the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, and the other reports we file with the Securities and Exchange Commission, factors that could contribute to those differences include, but are not limited to:

- the effects of future economic, business and market conditions and disruptions in the credit and financial markets, domestic and foreign;
- potential increases in the provision for credit losses and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services;
- uncertainties surrounding geopolitical events, trade policy, taxation policy, and monetary policy which continue to impact the outlook for future economic growth (including an economic downturn or recession), including U.S. imposition of tariffs on other countries and consideration of responsive actions by these nations or the expansion of import fees and tariffs among a larger group of nations, which is bringing greater ambiguity to the outlook for future economic growth;
- fraudulent and negligent acts by loan applicants, mortgage brokers and our employees;
- our ability to recover certain losses related to fraudulent loans under the Company's insurance policies and to successfully complete the claims process and minimize the financial impact of these loans;
- our ability to implement our various strategic and growth initiatives, including our Panacea Financial Division, digital banking platform, V1BE fulfillment service and Primis Mortgage Company as well as our cost saving project to reduce administrative and branch expenses;
- adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions;
- changes in the local economies in our market areas which adversely affect our customers and their ability to transact profitable business with us, including the ability of our borrowers to repay their loans according to their terms or a change in the value of the related collateral;
- changes in interest rates, inflation, stagflation, loan demand, real estate values, or competition, as well as labor shortages, supply chain disruptions, the threat of recession and volatile equity capital markets;
- changes in the availability of funds resulting in increased costs or reduced liquidity, as well as the adequacy of our cash flow from operations and borrowings to meet our short-term liquidity needs;
- a deterioration or downgrade in the credit quality and credit agency ratings of the investment securities in our investment securities portfolio;
- impairment concerns and risks related to our investment securities portfolio of collateralized mortgage obligations, agency mortgage-backed securities and obligations of states and political subdivisions;
- the incurrence and impairment of goodwill associated with current or future acquisitions and adverse short-term effects on our results of operations;
- increased credit risk in our assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of our total loan portfolio, including as a result of rising or elevated interest rates, inflation and recessionary concerns;
- the concentration of our loan portfolio in loans collateralized by real estate;
- our level of construction and land development and commercial real estate loans;
- risk related to a third-party’s ability to satisfy its contractual obligation to reimburse us for waived interest on loans with promotional features that pay off early;
- our ability to identify and address potential cybersecurity risks on our systems and/or third party vendors and service providers on which we rely, heightened by the developments in generative artificial intelligence and increased use of our virtual private network platform, including data security breaches, credential stuffing, malware, “denial-of-service” attacks, “hacking” and identity theft, a failure of which could disrupt our business

and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation;

- changes in the levels of loan prepayments and the resulting effects on the value of our loan portfolio;
- the failure of assumptions and estimates underlying the establishment of and provisions made for credit losses;
- our ability to expand and grow our business and operations, including the acquisition of additional banks, and our ability to realize the cost savings and revenue enhancements we expect from such activities;
- government intervention in the U.S. financial system, including the effects of legislative, tax, accounting and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, the Tax Cuts and Jobs Act of 2017 and the CARES Act, as well as the possibility that the U.S. could default on its debt obligations and the risk of inflation and interest rate increases resulting from monetary and fiscal stimulus response, which may have unanticipated adverse effects on our customers, and our financial condition and results of operations;
- the potential implementation of a regulatory reform agenda under the new presidential administration that is significantly different than that of the prior administration, impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;
- increased competition for deposits and loans adversely affecting rates and terms;
- the continued service of key management personnel;
- the potential payment of interest on demand deposit accounts to effectively compete for customers;
- potential environmental liability risk associated with properties that we assume upon foreclosure;
- increased asset levels and changes in the composition of assets and the resulting impact on our capital levels and regulatory capital ratios;
- risks of current or future mergers and acquisitions, including the related time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings;
- increases in regulatory capital requirements for banking organizations generally, which may adversely affect our ability to expand our business or could cause us to shrink our business;
- 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;
- changes in accounting policies, rules and practices and applications or determinations made thereunder;
- any inability or failure to implement and maintain effective internal control over financial reporting and/or disclosure control or inability to remediate our existing material weaknesses in our internal controls deemed ineffective;
- failure to maintain effective internal controls and procedures, including the ability to remediate identified material weaknesses in internal control over financial reporting expediently;
- the risk that our deferred tax assets could be reduced if future taxable income is less than currently estimated, if corporate tax rates in the future are less than current rates, or if sales of our capital stock trigger limitations on the amount of net operating loss carryforwards that we may utilize for income tax purposes;
- our ability to attract and retain qualified employees, including as a result of heightened labor shortages;
- risks related to diversity, equity and inclusion (“DEI”) and environmental, social and governance (“ESG”) strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations or result in litigation in connection with anti-DEI and anti-ESG laws, rules or activism;
- negative publicity and the impact on our reputation;
- our ability to realize the value of derivative assets that are recorded at fair value due to changes in fair value driven by actual results being materially different than our assumptions;
- our ability to grow the mortgage warehouse business and achievement of certain margin results; and
- other factors and risks described under “Risk Factors” herein and in any of the reports that we file with the Securities and Exchange Commission (the “Commission” or “SEC”) under the Exchange Act.

Forward-looking statements are not guarantees of performance or results and should not be relied upon as representing management’s views as of any subsequent date. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe we have chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. When considering forward-looking statements, you should refer to the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our periodic and current reports filed with the SEC for specific factors that could cause our actual results to be different from those expressed or implied by our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q (or an earlier date to the extent applicable). Except as required by applicable law, we undertake no obligation to update publicly these statements in light of new information or future events.

### OVERVIEW

Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holding company for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses. As of March 31, 2025, Primis Bank had twenty-four full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Twenty-two full-service retail branches are in Virginia and two full-service retail branches are in Maryland. The Company is headquartered in McLean, Virginia and has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. Primis Mortgage Company, a residential mortgage lender headquartered in Wilmington, North Carolina, is a consolidated subsidiary of Primis Bank. PFH owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, veterinarians, dentists, their practices, and ultimately the broader healthcare industry. PFH was a consolidated subsidiary of Primis until March 31, 2025, when it was deconsolidated in accordance with applicable accounting guidance.

While Primis Bank offers a wide range of commercial banking services, it focuses on making loans secured primarily by commercial real estate and other types of secured and unsecured commercial loans to small and medium-sized businesses in a number of industries, as well as loans to individuals for a variety of purposes. Primis Bank invests in real estate-related securities, including collateralized mortgage obligations and agency mortgage backed securities. Primis Bank’s principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings. Primis Bank offers a broad range of deposit products, including checking, savings, money market accounts and certificates of deposit. Primis Bank actively pursues business relationships by utilizing the business contacts of its senior management, other bank officers and its directors, thereby capitalizing on its knowledge of its local market areas.

### OPERATIONAL HIGHLIGHTS

Our strategy centers on growing earning assets back to previous levels after the sale of our Life Premium Finance division and achieving higher production and profitability in our retail mortgage business. We continued to execute successfully during the first quarter of 2025 these strategies including the following:

#### Core Community Bank

- The core bank’s loan portfolio was essentially flat in the traditionally slow first quarter with approximately $24 million of loan closings occurring in March 2025 and additional closings scheduled for early in the second quarter of 2025. The loan pipeline as of March 31, 2025 was $228 million versus approximately $119 million as of December 31, 2024.
- The core bank’s cost of deposits was 1.83% in the first quarter of 2025, supported by almost 20% of the deposit base in noninterest bearing deposits.

#### Mortgage Warehouse

- Outstanding loan balances as of March 31, 2025 were $115 million, up 80% from $64 million as of December 31, 2024.
- Mortgage warehouse funded approximately 10% of its balance sheet with associated customer noninterest bearing deposit balances, which totaled $11 million as of March 31, 2025.
- Committed facilities were up 40% to $487 million as of March 31, 2025 compared to $349 million as of December 31, 2024.

#### Panacea Financial Division

- Outstanding loan balances grew 9% unannualized, or $40 million, during the first quarter of 2025 from $433.8 million as of December 31, 2024.
- Outstanding deposits were $94 million as of March 31, 2025, up 2% from December 31, 2024. Panacea is funding 20% of its outstanding loan balances as of March 31, 2025.

#### Primis Mortgage

- Earned approximately $0.8 million pre-tax from retail mortgage activities in the first quarter of 2025 compared to $0.4 million in the fourth quarter of 2024.
- Locked loan volume was $257 million in the first quarter of 2025, up 27% from the fourth quarter of 2024. The month of March 2025 was up 53% versus the same month a year ago.
- Recruited teams in the first quarter 2025 with approximately $500 million of run-rate annualized production. Applications the last week of March 2025, after all teams were in place, were 100% higher than the same week in the year-ago period.

Changes in the relationship between PFH and Primis during the first quarter of 2025 resulted in a determination to deconsolidate PFH from Primis as of March 31, 2025. The deconsolidation resulted in recognition of a $24.6 million gain for Primis during the three months ended March 31, 2025, as a result of recording the fair value of our retained interest in common stock of PFH. We will continue to assess the fair value of our common stock investment each reporting period and record the changes in fair value in our financial results for the respective period. The deconsolidation results in us no longer including PFH’s financial results in our financial results after March 31, 2025. PFH will continue to work with the Panacea Division of the Bank to originate loans, some of which the Bank will retain and others will be sold to investors and other financial institutions.

### FINANCIAL HIGHLIGHTS

- Net income available to common shareholders for the three months ended March 31, 2025 totaled $22.6 million, or $0.92 basic and diluted earnings per share, compared to net income of $2.5 million, or $0.10 basic and diluted loss per share for the three months ended March 31, 2024. Net income during 2025 was driven by a $24.6 gain on the deconsolidation of PFH.
- Total assets as of both March 31, 2025 and December 31, 2024 were $3.7 billion.
- Total loans held for investment as of March 31, 2025 were $3.0 billion, an increase of $0.2 billion, or 5.4%, from December 31, 2024. The increase was led by growth in the Panacea division and mortgage warehouse lending, but also included transfer of $0.1 billion of Consumer Program loans back from HFS.
- Total deposits were $3.2 billion as of both March 31, 2025 and December 31, 2024.
- Non-time deposits were flat in total since year end, but lower-cost demand deposits were up 2%.
- The ratio of gross loans (excluding loans held for sale) to deposits increased to 96% at March 31, 2025, from 90% at December 31, 2024.
- Net interest margin grew to 3.15% in the first quarter of 2025 compared to 2.84% in the first quarter of 2024. The significant driver of this increase was a meaningful decrease in our cost of funds that declined by 29 basis points.
- Net interest income increased $1.1 million in the first quarter of 2025 compared to the first quarter of 2024, driven by a $3.7 million decline in interest expense.
- Noninterest income increased during the three months ended March 31, 2025 compared to the same period in 2024, driven primarily by gain on deconsolidation of PFH in 2025, offset by losses associated with the Consumer Program derivative in 2025 compared to income on the Consumer Program derivative in 2024.
- Noninterest expense was up $5.0 million in the first quarter of 2025 compared to the same period in 2024, driven by personnel costs, professional fees, and data processing costs. The personnel costs are a result of growth in PFH and strategic growth of certain parts of the business. Professional fees grew as a result of the annual financial statement audit and data processing from the continued high cost of operating two core operational systems. We are actively working to consolidate our core environment and expect substantial cost savings once we have consolidated to one core.
- Allowance for credit losses to total loans was down 41 basis points to 1.45% as of March 31, 2025, compared to 1.86% as of December 31, 2024. The decline was driven in large part due to charge-offs on the Consumer Program portfolio during the quarter and smaller additional reserves compared to these charge-offs due to higher expected credit quality of remaining Consumer Program loans.
- Asset quality remained relatively stable from year end, declining 1 basis point, with nonperforming assets as a percent of total assets (excluding SBA guarantees) at 0.28% as of March 31, 2025 compared to 0.29% as of December 31, 2024.
- Book value and tangible book value per common share increased by 96 and 98 basis points, respectively, during the first quarter.
- All of our capital ratios increased in the first quarter as well, with Common Equity Tier 1, Tier 1, and Total risk based capital ratios increasing 61, 61, and 43 basis points, respectively.

### RESULTS OF OPERATIONS

### Net Income

Net income available to common shareholders for the three months ended March 31, 2025 totaled $22.6 million, or $0.92 basic and diluted earnings per share, compared to $2.5 million, or $0.10 basic and diluted earnings per share for the three months ended March 31, 2024. The results reflect an increase in noninterest income of $22.0 million, primarily due to the gain on deconsolidation of PFH, an increase in net interest income of $1.1 million, a decrease in provision for credit losses of $4.9 million, and an increase in noncontrolling interest of $1.9 million, partially offset by an increase in noninterest expense of $5.0 million. The increase in noncontrolling interests were related to losses attributable to other stockholders of PFH prior to de-consolidation as of March 31, 2025. Additional details of the remaining changes in net income will be discussed in the remaining sections of this *Results of Operations* section.

### Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings. Net interest income was $26.4 million for the three months ended March 31, 2025, compared to $25.3 million for the three months ended March 31, 2024. Net interest income increased as a result of interest-bearing liability cost declines offsetting lower interest-earning asset income. Our net interest margin for the three months ended March 31, 2025 was 3.15%, compared to 2.84% for the three months ended March 31, 2024. Margin increased by 31 basis points primarily as a result of lower average interest-bearing liabilities coupled with a decline of 34 basis points paid on these liabilities, while yields on interest-earning assets increased by 4 basis points on $184 million of lower average interest-earning asset balances.

Average interest-bearing liabilities declined by $139 million due in large part because of maturing time deposits driving average time deposit balances down by $96 million. We also experienced declines in average money market and savings balances of $72 million, partially offset by growth in demand deposits of $32 million. Rates on average interest-bearing deposits declined 35 basis points in total, in large part due to a decline in the fed funds borrowing rate during the last twelve months of 100 basis points.

Yields on average interest earning assets increased, but the $184 million decline in associated average balances resulted in a $2.6 million decline in interest income. Average earning asset balances were driven lower by a $309 million decline in average loan balances which was primarily a result of the sale of approximately $400 million of our loan portfolio in the fourth quarter of 2024. These average loan balance declines were partially offset by continue growth of Panacea and Mortgage Warehouse loan portfolios during the first quarter of 2025. Loans held for investment had a $4.8 million decline in interest income that was due in large part to these lower average balances, partially offset by yields across the remaining portfolio that were 15 basis points higher compared to the first quarter of 2024. The higher yields for loans were fueled by an increase in benchmark rates since 2022 resulting in new loans at higher rates replacing maturing and paid off loans at lower rates. Partially offsetting this decline in average loan balances and loan interest income was an increase of $112 million in average loans held for sale balances due primarily to the Consumer Program loan transfers at year end that remained in held for sale during the entire first quarter. The higher average loans held for sale balances drove interest income higher on loans held for sale by $1 million compared to first quarter of 2024.

The following table details average balances of interest-earning assets and interest-bearing liabilities, the amount of interest earned/paid on such assets and liabilities, and the yield/rate for the periods indicated:

*(Dollar amounts in thousands)*

| ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets Interest-earning assets: | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Average Balance Sheets and Net Interest Margin Analysis For the Three Months Ended March 31, 2025 ​ ​ Average Balance ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Interest Income/ Expense ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Yield/ ​ Rate ​ ​ ​ ​ ​ | ​ ​ March 31, 2024 ​ ​ Average Balance ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ Interest Income/ Expense ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ Yield/ ​ Rate ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | ---: | --- | --- | --- | --- | ---: |
| Loans held for sale | ​ | $170,509 | ​ | $2,564 | ​ | 6.10% | $58,896 | ​ | $907 | ​ | 6.19% |
| Loans, net of deferred fees (1) (2) | ​ | ​ 2,897,481 | ​ | ​ 42,400 | ​ | 5.93% | ​ 3,206,888 | ​ | ​ 46,825 | ​ | 5.87% |
| Investment securities | ​ | ​ 245,216 | ​ | ​ 1,906 | ​ | 3.15% | ​ 241,179 | ​ | ​ 1,715 | ​ | 2.86% |
| Other earning assets | ​ | ​ 86,479 | ​ | ​ 853 | ​ | 4.00% | ​ 77,067 | ​ | ​ 898 | ​ | 4.69% |
| **Total earning assets** | ​ | ​ 3,399,685 | ​ | ​ 47,723 | ​ | 5.69% | ​ 3,584,030 | ​ | ​ 50,345 | ​ | 5.65% |
| Allowance for credit losses | ​ | ​ (47,039) | ​ | ​ ​ | ​ | ​ ​ | ​ (51,110) | ​ | ​ ​ | ​ | ​ ​ |
| Total non-earning assets | ​ | ​ 288,951 | ​ | ​ ​ | ​ | ​ ​ | ​ 299,192 | ​ | ​ ​ | ​ | ​ ​ |
| **Total assets** | ​ | $3,641,597 | ​ | ​ ​ | ​ | ​ ​ | $3,832,112 | ​ | ​ ​ | ​ | ​ ​ |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Liabilities and stockholders' equity** | ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ ​ |
| Interest-bearing liabilities: | ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ ​ |
| NOW and other demand accounts | ​ | $805,522 | ​ | $4,515 | ​ | 2.27% | $773,943 | ​ | $4,467 | ​ | 2.32% |
| Money market accounts | ​ | ​ 788,067 | ​ | ​ 5,420 | ​ | 2.79% | ​ 814,147 | ​ | ​ 6,512 | ​ | 3.22% |
| Savings accounts | ​ | ​ 754,304 | ​ | ​ 6,418 | ​ | 3.45% | ​ 800,328 | ​ | ​ 8,045 | ​ | 4.04% |
| Time deposits | ​ | ​ 335,702 | ​ | ​ 3,039 | ​ | 3.67% | ​ 431,340 | ​ | ​ 3,990 | ​ | 3.72% |
| **Total interest-bearing deposits** | ​ | ​ 2,683,595 | ​ | ​ 19,392 | ​ | 2.93% | ​ 2,819,758 | ​ | ​ 23,014 | ​ | 3.28% |
| Borrowings | ​ | ​ 116,955 | ​ | ​ 1,967 | ​ | 6.82% | ​ 120,188 | ​ | ​ 2,062 | ​ | 6.90% |
| **Total interest-bearing liabilities** | ​ | ​ 2,800,550 | ​ | ​ 21,359 | ​ | 3.09% | ​ 2,939,946 | ​ | ​ 25,076 | ​ | 3.43% |
| Noninterest-bearing liabilities: | ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ ​ |
| Demand deposits | ​ | ​ 446,404 | ​ | ​ ​ | ​ | ​ ​ | ​ 458,306 | ​ | ​ ​ | ​ | ​ ​ |
| Other liabilities | ​ | ​ 38,280 | ​ | ​ ​ | ​ | ​ ​ | ​ 34,900 | ​ | ​ ​ | ​ | ​ ​ |
| **Total liabilities** | ​ | ​ 3,285,234 | ​ | ​ ​ | ​ | ​ ​ | ​ 3,433,152 | ​ | ​ ​ | ​ | ​ ​ |
| Primis common stockholders' equity | ​ | ​ 344,381 | ​ | ​ ​ | ​ | ​ ​ | ​ 378,008 | ​ | ​ ​ | ​ | ​ ​ |
| Noncontrolling interest | ​ | ​ 11,982 | ​ | ​ ​ | ​ | ​ ​ | ​ 20,952 | ​ | ​ ​ | ​ | ​ ​ |
| **Total stockholders' equity** | ​ | ​ 356,363 | ​ | ​ ​ | ​ | ​ ​ | ​ 398,960 | ​ | ​ ​ | ​ | ​ ​ |
| **Total liabilities and stockholders' equity** | ​ | $3,641,597 | ​ | $26,364 | ​ | ​ ​ | $3,832,112 | ​ | $25,269 | ​ | ​ ​ |
| Interest rate spread | ​ | ​ ​ | ​ | ​ ​ | ​ | 2.60% | ​ ​ | ​ | ​ ​ | ​ | 2.22% |
| Net interest margin | ​ | ​ ​ | ​ | ​ ​ | ​ | 3.15% | ​ ​ | ​ | ​ ​ | ​ | 2.84% |

(1) Includes loan fees in both interest income and the calculation of the yield on loans.

(2) Calculations include non-accruing loans in average loan amounts outstanding.

### Provision for Credit Losses

The provision for credit losses is a current charge to earnings made in order to adjust the allowance for credit losses for current expected losses in the loan portfolio based on an evaluation of the loan portfolio characteristics, current economic conditions, changes in the nature and volume of lending, historical loan experience and other known internal and external factors affecting loan collectability, and assessment of reasonable and supportable forecasts of future economic conditions that would impact collectability of the loans. Our allowance for credit losses is calculated by segmenting the loan portfolio by loan type and applying risk factors to each segment. The risk factors are determined by considering historical loss data, peer data, as well as applying management’s judgment.

The Company recorded a provision for credit losses for the three months ended March 31, 2025 and 2024, of $1.6 million and $6.5 million, respectively. The provision included amounts calculated in our normal reserve process for the Consumer Program loans which totaled $1.9 million and $4.9 million during the three months ended March 31, 2025 and 2024, respectively. These provisions related to the Consumer Program loan portfolio were primarily due to provisioning driven by credit weakness we continue to experience on loans originated in this portfolio from the third quarter of 2022 through the first quarter of 2023. As of March 31, 2025, $59.7 million, or 45%, of our remaining Consumer Program loan balance was originated during that time, with 77% of these loans current and 88% are either current or less than 30 days past due. As of March 31, 2025 we have allowances and discounts to the outstanding principal balance of Consumer Program loans due to charge-offs taken when we moved the loans to held for sale of $23.8 million. Excluding the Consumer Program, we had a benefit for expected losses of $0.3 million and provision for expected credit losses of $1.6 million during the three months ended March 31, 2025 and 2024, respectively.

The *Financial Condition* section of this MD&A provides information on our loan portfolio, past due loans, nonperforming assets and the allowance for credit losses.

### Noninterest Income

The following table presents the major categories of noninterest income for the three months ended March 31, 2025 and 2024:

*(dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ For the Three Months Ended March 31, 2025 | ​ | ​ ​ 2024 | ​ | ​ ​ Change |
| --- | --- | ---: | --- | ---: | --- | --- |
| Account maintenance and deposit service fees | ​ | $1,339 | ​ | $1,393 |  | $(54) |
| Income from bank-owned life insurance | ​ | 425 | ​ | 564 |  | ​ (139) |
| Gain on deconsolidation of Panacea Financial Holdings, Inc. | ​ | ​ 24,578 | ​ | ​ — | ​ | ​ 24,578 |
| Mortgage banking income | ​ | 5,615 | ​ | 5,574 |  | ​ 41 |
| Gain on sale of loans | ​ | ​ — | ​ | ​ 336 | ​ | ​ (336) |
| Gain on other investments | ​ | ​ 53 | ​ | ​ 206 | ​ | ​ (153) |
| Consumer Program income | ​ | ​ (292) | ​ | ​ 2,041 | ​ | ​ (2,333) |
| Other noninterest income | ​ | 617 | ​ | 193 |  | ​ 424 |
| **Total noninterest income** | ​ | $32,335 | ​ | $10,307 |  | $22,028 |
| **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

Noninterest income increased 214% to $32.3 million for the three months ended March 31, 2025, compared to $10.3 million for the three months ended March 31, 2024. The increase in noninterest income was primarily driven by the $24.6 million gain on the deconsolidation of PFH, partially offset by declines in Consumer Program derivative income. The Company deconsolidated PFH as of March 31, 2025 and upon deconsolidation recognized a gain of $24.6 million. The gain was driven by recognition of our remaining common stock investment in PFH at fair value. The Consumer Program derivative income declined primarily due to fair value loss adjustments on the derivative asset of $2.9 million during the three months ended March 31, 2025 compared to losses of $0.1 million during the three months ended March 31, 2024. The derivative asset and related losses are driven by anticipated cash payments due to us from the third-party when borrowers prepay their loans in a no-interest promotional period. During the first three months of 2025, the value of the derivative and related losses were primarily driven by $21.1 million of loans ending their no-interest promotional period by either paying off the loan or allowing their loan to begin amortizing. This resulted in a decrease in total remaining promotional loans to $17.8 million as of March 31, 2025. Offsetting the fair value loss adjustments during the three months ended March 31, 2025 was $2.6 million of realized income as a result of borrowers paying off their promotional period loans before the end of the promotional period which triggers payment from the derivative counterparty of the interest accrued during the promotional period, along with other income due to us under the agreement.

Noninterest income was generally consistent with the prior year when excluding the gain on PFH and the impact of the Consumer Program income with the remaining changes in noninterest income primarily due to various impacts in the prior year period that did not reoccur in 2025. Income from bank-owned life insurance included death-benefit payments in the prior year due to a former executive’s death, and we had gains on sales of loans and certain other investments in first quarter of 2024 that did not reoccur in the first quarter of 2025. These were partially offset by an increase in loan servicing income in the first quarter of 2025 related to the sales of LPF loans in 2024. The servicing income on sold LPF loans will not continue because at the final sale of LPF loans in first quarter of 2025, the servicing transferred to the buyer.

### Noninterest Expense

The following table presents the major categories of noninterest expense for the three months ended March 31, 2025 and 2024:

*(dollars in thousands)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ For the Three Months Ended March 31, 2025 | ​ | ​ ​ 2024 | ​ | ​ ​ Change |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Salaries and benefits | ​ | $17,941 | ​ | $15,735 | ​ | $2,206 |
| Occupancy expenses | ​ | 1,428 | ​ | 1,490 | ​ | (62) |
| Furniture and equipment expenses | ​ | 1,857 | ​ | 1,616 | ​ | 241 |
| Amortization of core deposit intangible | ​ | 313 | ​ | 317 | ​ | (4) |
| Virginia franchise tax expense | ​ | 577 | ​ | 631 | ​ | (54) |
| FDIC insurance assessment | ​ | ​ 793 | ​ | ​ 610 | ​ | ​ 183 |
| Data processing expense | ​ | 2,849 | ​ | 2,231 | ​ | 618 |
| Marketing expense | ​ | ​ 514 | ​ | ​ 459 | ​ | ​ 55 |
| Telephone and communication expense | ​ | 287 | ​ | 346 | ​ | (59) |
| (Gain) loss on bank premises and equipment and assets held for sale | ​ | ​ 106 | ​ | ​ — | ​ | ​ 106 |
| Professional fees | ​ | 2,225 | ​ | 1,365 | ​ | 860 |
| Miscellaneous lending expenses | ​ | ​ 834 | ​ | 451 | ​ | 383 |
| Other operating expenses | ​ | 2,792 | ​ | 2,287 | ​ | 505 |
| **Total noninterest expenses** | ​ | $32,516 | ​ | $27,538 | ​ | $4,978 |
| **​** | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |

Noninterest expenses increased 18% to $32.5 million during the three months ended March 31, 2025, compared to $27.5 million during the three months ended March 31, 2024. The increase was primarily driven by higher salaries and benefits expenses, professional fees, data processing expense, miscellaneous lending expenses, and other operating expenses in 2025. The higher salaries and benefits expense was driven by growth in activity in the mortgage line of business and also from the growth in expenses of PFH that we were required to include in our results through deconsolidation as of March 31, 2025, as discussed in footnote 1 to the condensed consolidated financial statements in Item 1. in this Form 10-Q, each seeing growth of $0.5 million and $1.8 million, respectively. The increase in professional fees was related to higher audit fees in the first quarter of 2025 compared to 2024 due to the amount of work required by our new auditors in a compressed timeline as a result of our inability to engage them earlier in 2024 due to the completion of our prior auditors work being delayed by the SEC pre-approval process as discussed in our 2023 Form 10-K. Data processing expense continued to be higher in the first quarter of 2025 due to continued growth in transaction levels and the use of two operational core processing systems. We have begun an analysis to consolidate our operational core and believe the annual savings from consolidating systems could be approximately $6 million to $8 million annually, with an expectation of this potential core consolidation impacting noninterest expense beginning early to mid-2026. Miscellaneous lending expense increases were primarily driven by an increase of $0.3 million in servicing fees we pay the third-party that services the Consumer Program loan portfolio. Other operating expenses grew primarily as a result of the growth in PFH other operating expenses in the first quarter of 2025 compared to the same period in 2024. As a result of deconsolidation of PFH, future periods noninterest expenses will not include their operating results.

### FINANCIAL CONDITION

The following illustrates key balance sheet categories as of March 31, 2025 and December 31, 2024 (in thousands):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ March 31, 2025 ​ ​ | ​ ​ ​ | ​ ​ December 31, 2024 ​ ​ | ​ ​ ​ | ​ ​ ​ ​ Change ​ ​ |
| --- | --- | ---: | --- | --- | --- | --- |
| Total cash and cash equivalents | ​ | $57,044 | ​ | $64,505 | ​ | $(7,461) |
| Securities available-for-sale | ​ | 241,638 | ​ | 235,903 | ​ | 5,735 |
| Securities held-to-maturity | ​ | 9,153 | ​ | ​ 9,448 | ​ | ​ (295) |
| Loans held for sale, at fair value | ​ | 74,439 | ​ | ​ 83,276 | ​ | ​ (8,837) |
| Loans held for sale, at lower of cost or market | ​ | ​ — | ​ | ​ 163,832 | ​ | ​ (163,832) |
| Net loans | ​ | 2,999,327 | ​ | ​ 2,833,723 | ​ | ​ 165,604 |
| Other assets | ​ | 315,709 | ​ | ​ 299,428 | ​ | ​ 16,281 |
| **Total assets** | ​ | $3,697,310 | ​ | $3,690,115 | ​ | $7,195 |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Total deposits | ​ | $3,168,872 | ​ | $3,171,035 | ​ | $(2,163) |
| Borrowings | ​ | ​ 116,697 | ​ | ​ 116,991 | ​ | ​ (294) |
| Other liabilities | ​ | ​ 36,178 | ​ | ​ 37,107 | ​ | ​ (929) |
| Total liabilities | ​ | ​ 3,321,747 | ​ | ​ 3,325,133 | ​ | ​ (3,386) |
| Total equity | ​ | ​ 375,563 | ​ | ​ 364,982 | ​ | ​ 10,581 |
| **Total liabilities and equity** | ​ | $3,697,310 | ​ | $3,690,115 | ​ | $7,195 |

### Loans held for sale

Loans held for sale declined $172.7 million from December 31, 2024 primarily due to the sale of $50.7 million of LPF loans during the first quarter and the transfer back to Net loans (held for investment) of $101.7 million of Consumer Program loans as of March 31, 2025 after the decision to retain these for the foreseeable future or until maturity. The remaining declines were due to paydowns on the Consumer Program loans prior to transfer back to held for investment and sales of Primis Mortgage loans held at fair value, net of new originations.

### Loans

Gross loans held for investment were $3.0 billion and $2.9 billion as of March 31, 2025 and December 31, 2024, respectively. The increase in loans was driven by the transfer back into the held for investment portfolio of Consumer Program loans along with growth of the mortgage warehouse and Panacea division loans, partially offset by loan paydowns concentrated in loans secured by real estate. As of March 31, 2025 and December 31, 2024, a majority of our loans were to customers located in Virginia and Maryland. We are not dependent on any single customer or group of customers whose insolvency would have a material adverse effect on our operations.

The composition of our loans held for investment portfolio consisted of the following as of March 31, 2025 and December 31, 2024 (in thousands):

| ​ ​ ​ Loans secured by real estate: | ​ ​ | ​ ​ March 31, 2025 Amount ​ | ​ | ​ ​ ​ Percent | ​ ​ December 31, 2024 Amount ​ | ​ | ​ ​ ​ Percent |
| --- | --- | ---: | --- | ---: | ---: | --- | ---: |
| Commercial real estate - owner occupied | ​ | $477,233 |  | 15.7% | $475,898 |  | 16.5% |
| Commercial real estate - non-owner occupied | ​ | 600,872 |  | 19.7% | 610,482 |  | 21.1% |
| Secured by farmland | ​ | 3,742 |  | 0.1% | 3,711 |  | 0.1% |
| Construction and land development | ​ | 104,301 |  | 3.4% | 101,243 |  | 3.5% |
| Residential 1-4 family | ​ | 576,837 |  | 19.0% | 588,859 |  | 20.4% |
| Multi- family residential | ​ | 157,443 |  | 5.2% | 158,426 |  | 5.4% |
| Home equity lines of credit | ​ | 60,321 |  | 2.0% | 62,954 |  | 2.2% |
| Total real estate loans | ​ | 1,980,749 |  | 65.1% | 2,001,573 |  | 69.2% |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ ​ | ​ | ​ ​ |
| Commercial loans | ​ | 698,097 |  | 22.9% | 608,595 |  | 21.1% |
| Paycheck protection program loans | ​ | ​ 1,738 | ​ | 0.1% | ​ 1,927 | ​ | 0.1% |
| Consumer loans | ​ | 357,652 |  | 11.7% | 270,063 |  | 9.4% |
| Total Non-PCD loans | ​ | 3,038,236 |  | 99.8% | 2,882,158 |  | 99.8% |
| PCD loans | ​ | ​ 5,112 | ​ | 0.2% | ​ 5,289 | ​ | 0.2% |
| Total loans | ​ | $3,043,348 | ​ | 100.0% | $2,887,447 | ​ | 100.0% |
| ​ | ​ | ​ |  | ​ ​ | ​ |  | ​ |

The following table sets forth the contractual maturity ranges of our loans held for investment portfolio and the amount of those loans with fixed and floating interest rates in each maturity range as of March 31, 2025 (in thousands):

| ​ ​ ​ ​ ​ Loans secured by real estate: | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ One Year or Less ​ ​ | ​ ​ ​ ​ ​ | ​ ​ After 1 Year Through 5 Years Fixed Rate ​ ​ | ​ ​ ​ | ​ ​ Floating Rate ​ ​ | ​ ​ ​ ​ ​ | ​ ​ After 5 Years Through 15 Years Fixed Rate ​ ​ | ​ ​ ​ | ​ ​ Floating Rate ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ After 15 Years Fixed Rate ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ Floating Rate ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ Total ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Commercial real estate - owner occupied | ​ | $19,989 | ​ | $81,888 | ​ | $22,302 | ​ | $169,097 | ​ | $131,558 | ​ | $1,673 | ​ | $50,726 | ​ | $477,233 |
| Commercial real estate - non-owner occupied | ​ | ​ 57,705 | ​ | ​ 189,878 | ​ | ​ 35,624 | ​ | ​ 76,973 | ​ | ​ 84,628 | ​ | ​ 9,425 | ​ | ​ 146,639 | ​ | ​ 600,872 |
| Secured by farmland | ​ | ​ 701 | ​ | ​ 688 | ​ | ​ 74 | ​ | ​ 188 | ​ | ​ 939 | ​ | ​ — | ​ | ​ 1,152 | ​ | ​ 3,742 |
| Construction and land development | ​ | ​ 52,540 | ​ | ​ 1,818 | ​ | ​ 26,092 | ​ | ​ 3,868 | ​ | ​ 19,926 | ​ | ​ — | ​ | ​ 57 | ​ | ​ 104,301 |
| Residential 1-4 family | ​ | ​ 8,661 | ​ | ​ 49,872 | ​ | ​ 17,637 | ​ | ​ 23,234 | ​ | ​ 48,827 | ​ | ​ 66,688 | ​ | ​ 361,918 | ​ | ​ 576,837 |
| Multi- family residential | ​ | ​ 20,233 | ​ | ​ 86,716 | ​ | ​ 21,592 | ​ | ​ — | ​ | ​ 6,458 | ​ | ​ — | ​ | ​ 22,444 | ​ | ​ 157,443 |
| Home equity lines of credit | ​ | **​** 3,830 | ​ | ​ 864 | ​ | ​ 7,235 | ​ | ​ 56 | ​ | ​ 790 | ​ | ​ 19 | ​ | ​ 47,527 | ​ | ​ 60,321 |
| Total real estate loans | ​ | ​ 163,659 | ​ | ​ 411,724 | ​ | ​ 130,556 | ​ | ​ 273,416 | ​ | ​ 293,126 | ​ | ​ 77,805 | ​ | ​ 630,463 | ​ | ​ 1,980,749 |
| Commercial loans | ​ | ​ 126,805 | ​ | 102,677 | ​ | ​ 136,550 | ​ | ​ 291,575 | ​ | ​ 36,806 | ​ | ​ 1,082 | ​ | ​ 2,602 | ​ | ​ 698,097 |
| Paycheck protection program loans | ​ | ​ 1,215 | ​ | ​ 523 | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 1,738 |
| Consumer loans | ​ | **​** 2,263 | ​ | ​ 225,001 | ​ | ​ 54,691 | ​ | ​ 66,886 | ​ | ​ 6,857 | ​ | ​ 1,949 | ​ | ​ 5 | ​ | ​ 357,652 |
| Total Non-PCD loans | ​ | ​ 293,942 | ​ | ​ 739,925 | ​ | ​ 321,797 | ​ | ​ 631,877 | ​ | ​ 336,789 | ​ | ​ 80,836 | ​ | ​ 633,070 | ​ | ​ 3,038,236 |
| PCD loans | ​ | 1,159 | ​ | ​ 2,461 | ​ | ​ 104 | ​ | ​ — | ​ | ​ 1,008 | ​ | ​ 380 | ​ | ​ — | ​ | 5,112 |
| Total loans | ​ | $295,101 | ​ | $742,386 | ​ | $321,901 | ​ | $631,877 | ​ | $337,797 | ​ | $81,216 | ​ | $633,070 | ​ | $3,043,348 |

The following table sets forth the contractual maturity ranges of our Consumer Program loan portfolio as of March 31, 2025, which is only originated at fixed rates. The amounts do not include the $16.3 million of remaining fair market value adjustments related to the original $20.0 million write-down of portfolio when transferred to HFS as of December 31, 2024 (in thousands):

| ​ ​ | ​ | ​ ​ One Year or Less | ​ ​ | ​ ​ After One Year to Five Years | ​ ​ | ​ ​ After Five Through Ten Years | ​ ​ | ​ ​ After Ten Years | ​ ​ | ​ ​ Total |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Total Consumer Program Loans (1) | ​ | $1,236 | ​ | $59,524 | ​ | $50,482 | ​ | $36,574 | ​ | $147,816 |

(1) Does not include $16.3 million of remaining fair market value adjustments related to the original $20.0 million write-down of portfolio when transferred to HFS as of December 31, 2024.

The following table describes the period over which our Consumer Program loans that are currently in a no interest promotional period will exit that promotional period and begin to amortize. All of these promotional loans amortize over four years from the date they exit the promotional period if not prepaid before the end of the promotional period (in thousands):

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Amount ending No Interest Promo Period in next 12 months | ​ ​ ​ ​ ​ | ​ ​ Amount ending No Interest Promo Period in next 13-24 months | ​ ​ ​ ​ ​ | ​ ​ ​ Total Interest Promo as of 3/31/25 |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Consumer Program Loans | ​ | $16,173 | ​ | $1,611 | ​ | $17,784 |

During the three months ended March 31, 2025, $21.1 million of loans either paid off during the no interest promo period or converted to amortizing at the end of the promo period.

### Asset Quality; Past Due Loans and Nonperforming Assets

The following table presents a comparison of nonperforming assets as of March 31, 2025 and December 31, 2024 (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ ​ March 31, ​ 2025 | ​ ​ ​ December 31, ​ 2024 |
| --- | --- | ---: | ---: |
| Nonaccrual loans | ​ | $12,950 ​ | $15,026 ​ |
| Loans past due 90 days and accruing interest | ​ | 1,713 ​ | 1,713 ​ |
| Total nonperforming assets | ​ | 14,663 ​ | 16,739 ​ |
| **​** | ​ | ​ ​ ​ | ​ ​ ​ |
| SBA guaranteed amounts included in nonperforming loans | ​ | $4,307 ​ | $5,921 ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ |
| Allowance for credit losses to total loans | ​ | 1.45% | 1.86% |
| Allowance for credit losses to nonaccrual loans | ​ | 339.79% | 357.53% |
| Allowance for credit losses to nonperforming loans | ​ | 300.10% | 320.94% |
| Nonaccrual to total loans | ​ | 0.43% | 0.52% |
| Nonperforming assets excluding SBA guaranteed loans to total assets | ​ | 0.28% | 0.29% |

Nonperforming assets declined during the first quarter of 2025, driven by a decrease in nonaccrual loans of $2.1 million. The decrease in nonaccrual loans was driven primarily by $2.5 million of paydowns during the quarter on one relationship that included two commercial loans in nonaccrual and was partially offset by several loans placed on nonaccrual during the quarter. We will generally place a loan on nonaccrual status when it becomes 90 days past due, with the exception of most consumer loans which are charged off at 120 days past due and Consumer Program loans which are charged off once they reach 90 days past due. Loans will also be placed on nonaccrual status in cases where we are uncertain whether the borrower can satisfy the contractual terms of the loan agreement. Cash payments received while a loan is categorized as nonaccrual will be recorded as a reduction of principal as long as doubt exists as to future collections.

We maintain appraisals on loans secured by real estate, particularly those categorized as nonperforming loans and potential problem loans. In instances where appraisals reflect reduced collateral values, we make an evaluation of the borrower’s overall financial condition to determine the need, if any, for impairment or write-down to their fair values. If foreclosure occurs, we record OREO at the lower of our recorded investment in the loan or fair value less our estimated costs to sell.

Our loan portfolio losses and delinquencies have been primarily limited by our underwriting standards and portfolio management practices. Whether losses and delinquencies in our portfolio will increase significantly depends upon the value of the real estate securing the loans and economic factors, such as the overall economy, rising or elevated interest rates, historically high or persistent inflation, and recessionary concerns.

### Allowance for Credit Losses

Our allowance for credit losses was $44.0 million as of March 31, 2025 compared to $53.7 million as of December 31, 2024. The $9.7 million decline was driven by $11.3 million in net charge-offs during the first quarter of 2025, partially offset by $1.6 million in provision for expected credit losses. The decline in our allowance is also driven by higher credit quality of the remaining Consumer Program loans as of March 31, 2025, not requiring significant additions to the allowance. Net charge-offs were primarily related to charge-offs in the Consumer Program portfolio. During the three months ended March 31, 2025, we charged-off $10.8 million, net of recoveries, in the Consumer Program portfolio. A majority of these charge-offs related to loans originated from the third quarter of 2022 through the first quarter of 2023 where we have experienced significant credit weaknesses. The provision for expected credit losses during the first quarter was also driven primarily by provisions for the Consumer Program portfolio of $1.9 million.

We originate Consumer Program loans using a third party that sources and subsequently manages the portfolio of loans. As of March 31, 2025, the principal balance outstanding was $147.8 million excluding a $16.3 million discount as a result of our prior decision to market a majority of the portfolio for sale, which has since been moved back to held for investment and will be run-off over time. These loans are accounted for similar to our other consumer loans and are not placed on nonaccrual because they are charged off when they become 90 days past due. The allowance on this portfolio of loans was $7.5 million as of March 31, 2025 and represented 17% of our total allowance for credit losses. The allowance on this portfolio plus the discount results in a reduction of the outstanding principal balance of $23.8 million or 16%. As of March 31, 2025, 87% of the outstanding principal balance was current, resulting in 128% coverage by the aggregate allowance and discount of the non-current principal balances.

### Investment Securities

The following table sets forth a summary of the investment securities portfolio as of the dates indicated. Available-for-sale investment securities are reported at fair value, and held-to-maturity investment securities are reported at amortized cost (in thousands).

| ​ ​ ​ Available-for-sale investment securities: | ​ ​ | ​ ​ March 31, 2025 ​ | ​ ​ | ​ ​ December 31, 2024 ​ |
| --- | --- | ---: | --- | ---: |
| Residential government-sponsored mortgage-backed securities | ​ | $93,082 | ​ | $91,407 |
| Obligations of states and political subdivisions | ​ | 29,735 | ​ | 29,705 |
| Corporate securities | ​ | 15,338 | ​ | 15,080 |
| Residential government-sponsored collateralized mortgage obligations | ​ | 59,876 | ​ | 56,390 |
| Government-sponsored agency securities | ​ | 14,213 | ​ | 13,836 |
| Agency commercial mortgage-backed securities | ​ | 22,286 | ​ | 22,178 |
| SBA pool securities | ​ | 7,108 | ​ | 7,307 |
| Total | ​ | $241,638 | ​ | $235,903 |
| ​ | ​ | ​ ​ | ​ | ​ ​ |
| Held-to-maturity investment securities: | ​ |  | ​ |  |
| Residential government-sponsored mortgage-backed securities | ​ | $7,477 | ​ | $7,760 |
| Obligations of states and political subdivisions | ​ | 1,519 | ​ | 1,519 |
| Residential government-sponsored collateralized mortgage obligations | ​ | 157 | ​ | 169 |
| Total | ​ | $9,153 | ​ | $9,448 |

Debt investment securities that we have the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at amortized cost. Investment securities classified as available-for-sale are those debt securities that may be sold in response to changes in interest rates, liquidity needs or other similar factors. Investment securities available-for-sale are carried at fair value, with unrealized gains or losses net of deferred taxes, included in accumulated other comprehensive income (loss) in stockholders’ equity. Our portfolio of available-for-sale securities currently contains a material amount of unrealized mark-to-market adjustments due to increases in market interest rates since the original purchase of many of these securities. We intend to hold these securities until maturity or recovery of the value and do not anticipate realizing any losses on the investments.

Investment securities, available-for-sale and held-to-maturity, totaled $250.8 million as of March 31, 2025, an increase of 2.2% from $245.4 million as of December 31, 2024, primarily due to purchases of available-for-sale securities, partially offset by paydowns, maturities, and calls of the investments over the past three months. We recognized no credit impairment charges related to credit losses on our held-to-maturity investment securities during the three months ended March 31, 2025.

For additional information regarding investment securities refer to “Note 2 - Investment Securities” in this Form 10-Q.

### Deposits and Other Borrowings

#### Deposits

The market for deposits is competitive. We offer a line of traditional deposit products that currently include noninterest-bearing and interest-bearing checking (or NOW accounts), commercial checking, money market accounts, savings accounts and certificates of deposit. We compete for deposits through our banking branches with competitive pricing, as well as nationally through advertising and online banking. We use deposits as a principal source of funding for our lending, purchasing of investment securities and for other business purposes.

The variety of deposit accounts we offer allows us to be competitive in obtaining funds and in responding to the threat of disintermediation (the flow of funds away from depository institutions such as banking institutions into direct investment vehicles such as government and corporate securities). Our ability to attract and maintain deposits, and the effect of such retention on our cost of funds, has been, and will continue to be, significantly affected by the general economy and market rates of interest.

Total deposits were $3.2 billion as of both March 31, 2025 and December 31, 2024. The mix of deposits changed during the three months, including an increase in lower-cost demand and NOW deposit balances of $9.2 million, offset by a decline in money market deposit account balances. Our deposits are diversified in type and by underlying customer and lack significant concentrations to any type of customer (i.e. commercial, consumer, government) or industry. Deposits are net of excess amounts we sweep off balance sheet to manage liquidity. Deposits swept off balance sheet were $157 million as of March 31, 2025, compared to $137 million as of December 31, 2024.

Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes. Total uninsured deposits as calculated per regulatory guidance were $623.5 million, or 20% of total deposits, as of March 31, 2025.

#### Other Borrowings

We use other borrowed funds to support our liquidity needs and to temporarily satisfy our funding needs from increased loan demand and for other shorter term purposes. We are a member of the FHLB and are authorized to obtain advances from the FHLB from time to time as needed. The FHLB has a credit program for members with different maturities and interest rates, which may be fixed or variable. We are required to collateralize our borrowings from the FHLB with purchases of FHLB stock and other collateral acceptable to the FHLB. As of March 31, 2025 and December 31, 2024, we had no FHLB borrowings. As of March 31, 2025, we had $366.3 million of unused and available FHLB lines of credit as well as $550.5 million of available credit with the Federal Reserve Bank (FRB), secured by excess collateral pledged to the FHLB and FRB in the form of loans and investment securities.

Other borrowings can consist of federal funds purchased, secured borrowings due to failed loan sales, and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts at both March 31, 2025 and December 31, 2024 was $4.0 million and $3.9 million, respectively.

We had secured borrowings of $16.7 million and $17.2 million as of March 31, 2025 and December 31, 2024, respectively, related to loan transfers to other financial institutions during 2023 and 2024 that did not meet the criteria to be treated as a sale under relevant accounting guidance. These borrowings reflect the cash received for transferring the loans to the other financial institution and any unamortized sale premium and are secured by approximately the same amount of loans held for investment that are recorded in our balance sheet. We retained the servicing of the loans that were transferred and accordingly receive principal and interest from the borrower as contractually required and transfer the interest to the other financial institution net of our contractually agreed upon servicing fee. The loans transferred have an average maturity of approximately ten years which will be the time over which the principal balance of the loans in our balance sheet and secured borrowings will pay down, absent borrower prepayments. For additional information on secured borrowings refer to “Note 7 –Debt and Other Borrowings” in this Form 10-Q.

### Junior Subordinated Debt and Senior Subordinated Notes

For information about junior subordinated debt and senior subordinated notes and their anticipated principal repayments refer to “Note 7 –Debt and Other Borrowings.”

### Liquidity and Funds Management

The objective of our liquidity management is to ensure the ability to meet our financial obligations. These obligations include the payment of deposits on demand or at maturity, the repayment of borrowings at maturity and the ability to fund commitments and other new business opportunities. We obtain funding from a variety of sources, including customer deposit accounts, customer certificates of deposit and payments on our loans and investments. If our level of core deposits are not sufficient to fully fund our lending activities, we have access to funding from additional sources, including but not limited to borrowing from the Federal Home Loan Bank of Atlanta and institutional certificates of deposits. In addition, we maintain federal funds lines of credit with two correspondent banks, totaling $75 million, and utilize securities sold under agreements to repurchase and reverse repurchase agreement borrowings from approved securities dealers as needed. For additional information about borrowings and anticipated principal repayments refer to “Note 7 –Debt and Other Borrowings”, and “Note 9 – Commitments and Contingencies.”

We prepare a cash flow forecast on a 30, 60 and 90 day basis along with a one and two year basis. These projections incorporate expected cash flows on loans, investment securities, and deposits based on data used to prepare our interest rate risk analyses. As of March 31, 2025, Primis was not aware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity. As of March 31, 2025, Primis has no material commitments or long-term debt for capital expenditures.

### Capital Resources

Capital management consists of providing equity to support both current and future operations. Primis Financial Corp. and its subsidiary, Primis Bank, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As of March 31, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA. Federal banking agencies do not provide a similar well capitalized threshold for bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require Primis to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of March 31, 2025, that Primis meets all capital adequacy requirements to which it is subject.

The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards:

| ​ ​ ​ ​ ​ ​ Primis Financial Corp. | ​ ​ ​ ​ ​ | ​ ​ Minimum ​ Required for ​ Capital ​ Adequacy ​ Purposes | ​ ​ ​ ​ ​ ​ To Be ​ Categorized as ​ Well Capitalized (1) | ​ ​ ​ ​ ​ ​ Actual Ratio at March 31, ​ 2025 ​ | ​ ​ ​ ​ December 31, ​ 2024 ​ |
| --- | --- | ---: | --- | ---: | ---: |
| Leverage ratio |  | 4.00% | n/a | 8.71% | 7.76% |
| Common equity tier 1 capital ratio |  | 4.50% | n/a | 9.35% | 8.74% |
| Tier 1 risk-based capital ratio |  | 6.00% | n/a | 9.66% | 9.05% |
| Total risk-based capital ratio |  | 8.00% | n/a | 12.96% | 12.53% |
| ​ | ​ | ​ ​ | ​ ​ | ​ ​ | ​ ​ |
| **Primis Bank** |  | ​ | ​ ​ | ​ ​ | ​ ​ |
| Leverage ratio |  | 4.00% | 5.00% | 9.72% | 9.10% |
| Common equity tier 1 capital ratio |  | 7.00% | 6.50% | 10.96% | 10.78% |
| Tier 1 risk-based capital ratio |  | 8.50% | 8.00% | 10.96% | 10.78% |
| Total risk-based capital ratio |  | 10.50% | 10.00% | 12.22% | 12.04% |

(1) Prompt corrective action provisions are not applicable at the bank holding company level.

Bank regulatory agencies have approved regulatory capital guidelines (“Basel III”) aimed at strengthening existing capital requirements for banking organizations. The Basel III Capital Rules require Primis Financial Corp. and Primis Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a

2.5% “capital conservation buffer”, (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, (iii) a minimum ratio of Total capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer and (iv) a minimum leverage ratio of 4.0%. Failure to meet minimum capital requirements may result in certain actions by regulators which could have a direct material effect on the consolidated financial statements.

Primis Financial Corp. and Primis Bank remain well-capitalized under Basel III capital requirements. Primis Bank had a capital conservation buffer of 4.22% as of March 31, 2025, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions.

Primis Bank’s capital position is consistent with being well-capitalized under the regulatory framework for PCA.

### CRITICAL ACCOUNTING POLICIES

The critical accounting policies are discussed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2024. Significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in “Note 1 - Organization and Significant Accounting Policies” in the Form 10-K for the year ended December 31, 2024. Disclosures regarding changes in our significant accounting policies since year end and the effects of new accounting pronouncements are included in “Note 1 - Accounting Policies” in this Form 10-Q. There have been no changes to the significant accounting policies during the first three months of 2025.

## Market risk

As filed, 6,493 characters.

We are engaged primarily in the business of investing funds obtained from deposits and borrowings into interest-earning loans and investments. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between the interest income on loans and other investments and the interest expense on deposits and borrowings. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-earning assets, we are subject to interest rate risk and corresponding fluctuations in net interest income. Our Asset-Liability Committee (“ALCO”) meets regularly and is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. The policies established by the ALCO are reviewed and approved by our Board of Directors. We have employed asset/liability management policies that seek to manage our net interest income, without having to incur unacceptable levels of credit or investment risk.

We use simulation modeling to manage our interest rate risk, and review quarterly interest sensitivity. This approach uses a model which generates estimates of the change in our economic value of equity (“EVE”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts using assumptions including estimated loan prepayment rates, reinvestment rates and deposit decay rates.

The following tables are based on an analysis of our interest rate risk as measured by the estimated change in EVE resulting from instantaneous and sustained parallel shifts in the yield curve (plus 400 basis points or minus 100 basis points, measured in 100 basis point increments) as of March 31, 2025 and December 31, 2024. All changes are within our Asset/Liability Risk Management Policy guidelines (amounts in thousands).

| ​ ​ ​ ​ Change in Interest Rates in Basis Points (Rate Shock) | ​ ​ ​ ​ ​ | ​ ​ Sensitivity of EVE As of March 31, 2025 EVE ​ ​ Amount | ​ ​ | ​ ​ $ Change From Base | ​ ​ ​ ​ ​ % Change ​ From Base | ​ ​ EVE as a % of Total ​ Assets | ​ ​ Equity Book Value |
| --- | --- | ---: | --- | ---: | ---: | ---: | ---: |
| Up 400 | ​ | $389,471 | ​ | $(143,548) | (26.93)% | 10.53% | 103.70% |
| Up 300 | ​ | 426,188 | ​ | (106,831) | (20.04)% | 11.53% | 113.48% |
| Up 200 | ​ | 460,968 | ​ | (72,051) | (13.52)% | 12.47% | 122.74% |
| Up 100 | ​ | 508,135 | ​ | (24,884) | (4.67)% | 13.74% | 135.30% |
| Base | ​ | 533,019 | ​ | — | —% | 14.42% | 141.93% |
| Down 100 | ​ | 542,288 | ​ | 9,269 | 1.74% | 14.67% | 144.39% |
| Down 200 | ​ | 528,091 | ​ | (4,928) | (0.92)% | 14.28% | 140.61% |
| Down 300 | ​ | 499,193 | ​ | (33,826) | (6.35)% | 13.50% | 132.92% |
| Down 400 | ​ | 443,901 | ​ | (89,118) | (16.72)% | 12.01% | 118.20% |

| ​ ​ ​ ​ Change in Interest Rates in Basis Points (Rate Shock) | ​ ​ ​ ​ ​ | ​ ​ Sensitivity of EVE As of December 31, 2024 EVE ​ ​ Amount | ​ ​ | ​ ​ $ Change From Base | ​ ​ ​ ​ ​ % Change ​ From Base | ​ ​ EVE as a % of Total ​ Assets | ​ ​ Equity Book Value |
| --- | --- | ---: | --- | ---: | ---: | ---: | ---: |
| Up 400 | ​ | $438,490 | ​ | $(68,444) | (13.50)% | 11.88% | 120.14% |
| Up 300 | ​ | 451,722 | ​ | (55,212) | (10.89)% | 12.24% | 123.77% |
| Up 200 | ​ | 464,410 | ​ | (42,524) | (8.39)% | 12.59% | 127.24% |
| Up 100 | ​ | 493,213 | ​ | (13,721) | (2.71)% | 13.37% | 135.13% |
| Base | ​ | 506,934 | ​ | — | —% | 13.74% | 138.89% |
| Down 100 | ​ | ​ 509,055 | ​ | 2,121 | 0.42% | 13.80% | 139.47% |
| Down 200 | ​ | 493,913 | ​ | (13,021) | (2.57)% | 13.38% | 135.33% |
| Down 300 | ​ | ​ 469,048 | ​ | (37,886) | (7.47)% | 12.71% | 128.51% |
| Down 400 | ​ | 435,781 | ​ | (71,153) | (14.04)% | 11.81% | 119.40% |

55

Our interest rate sensitivity is also monitored by management through the use of a model that generates estimates of the change in the net interest income (“NII”) over a range of interest rate scenarios. NII depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. In this regard, the model assumes that the composition of our interest sensitive assets and liabilities existing as of March 31, 2025 and December 31, 2024 remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. All changes are within our ALM Policy guidelines as of March 31, 2025 and December 31, 2024 (amounts in thousands).

| ​ ​ ​ ​ Change in Interest Rates in Basis Points (Rate Shock) | ​ ​ ​ ​ ​ | ​ ​ Sensitivity of NII As of March 31, 2025 Adjusted NII ​ ​ Amount | ​ ​ | ​ ​ $ Change From Base |
| --- | --- | ---: | --- | ---: |
| Up 400 | ​ | $110,965 | ​ | $(2,166) |
| Up 300 | ​ | 111,251 | ​ | (1,880) |
| Up 200 | ​ | 111,527 | ​ | (1,604) |
| Up 100 | ​ | 113,216 | ​ | 85 |
| Base | ​ | 113,131 | ​ | — |
| Down 100 | ​ | 112,908 | ​ | (223) |
| Down 200 | ​ | 111,324 | ​ | (1,807) |
| Down 300 | ​ | 109,553 | ​ | (3,578) |
| Down 400 | ​ | 108,084 | ​ | (5,047) |

| ​ ​ ​ ​ Change in Interest Rates in Basis Points (Rate Shock) | ​ ​ ​ ​ ​ | ​ ​ Sensitivity of NII As of December 31, 2024 Adjusted NII ​ ​ Amount | ​ ​ | ​ ​ $ Change From Base |
| --- | --- | ---: | --- | ---: |
| Up 400 | ​ | $95,367 | ​ | $(15,874) |
| Up 300 | ​ | 98,941 | ​ | (12,300) |
| Up 200 | ​ | 102,472 | ​ | (8,769) |
| Up 100 | ​ | 107,370 | ​ | (3,871) |
| Base | ​ | 111,241 | ​ | — |
| Down 100 | ​ | 114,126 | ​ | 2,885 |
| Down 200 | ​ | 114,960 | ​ | 3,719 |
| Down 300 | ​ | 115,205 | ​ | 3,964 |
| Down 400 | ​ | 115,736 | ​ | 4,495 |

Sensitivity of EVE and NII are modeled using different assumptions and approaches. Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE and NII sensitivity requires the making of certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. Accordingly, although the EVE tables and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net worth and NII.

## Controls and procedures

As filed, 2,654 characters.

*(a) Evaluation of Disclosure Controls and Procedures.* Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this quarterly report on Form 10-Q, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our CEO and CFO have concluded that these controls and procedures are not effective as of the end of the period covered by this Quarterly Report on Form 10-Q. This conclusion was reached as a result of the continued remediation of previously identified material weaknesses in its internal controls over financial reporting as further described in Item 9A in the 2024 Annual Report on Form 10-K.

Notwithstanding the material weaknesses that have not been fully remediated, the Company’s management, including the CEO and CFO, has concluded that the condensed consolidated financial statements, included in this Form 10-Q, as of and for the three months ended March 31, 2025, fairly present, in all material respects, the Company's financial condition, results of operations and cash-flows for the periods presented in conformity with generally accepted accounting principles for interim financial statements.

*(b) Changes in Internal Control over Financial Reporting*. There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. During the three months ended March 31, 2025, the Company continued to remediate the material weaknesses in its internal control over financial reporting as previously identified and disclosed in Item 9A. in the 2024 Annual Report on Form 10-K. Management continues to put controls in place to remediate the previously identified material weaknesses and the material weaknesses will not be remediated until the necessary controls are in place and operating effectively for a sufficient amount of time.

## Risk factors

As filed, 846 characters.

In addition to the other information set forth in this Report, in evaluating an investment in the Company’s securities, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our 2024 Form 10-K, which could materially affect the Company's business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2024 Form 10-K.

Filed May 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-007623. Last ingested by Listed: Oct 24, 2026, 15:09 ET. No prices; not investment advice.