Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 04, 2023

Primis Financial Corp.

(Exact name of Registrant as Specified in Its Charter)


Virginia	001-33037	20-1417448
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1676 International Drive, Suite 900
McLean, Virginia		22101
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 703 893-7400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
COMMON STOCK	FRST	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Primis Financial Corp. (the “Company”) appointed Rick A. Fulk as President of Primis Bank and Executive Vice President of the Company, effective October 2, 2023. Mr. Fulk has worked for Primis Bank (or its predecessors) since 1998 in various commercial capacities, most recently as the regional executive for the Richmond and Hampton Roads areas. In connection with Mr. Fulk’s appointment, effective as of October 2, 2023, Dennis J. Zember, Jr. no longer serves as President of Primis Bank. Mr. Zember continues in his role as Chief Executive Officer of Primis Bank and President and Chief Executive Officer of the Company.

The Company issued a press release on October 4, 2023 announcing Mr. Fulk’s promotion to President of Primis Bank. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



99.1		Press release dated October 4, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Primis Financial Corp.

Date:	October 4, 2023	By:	/s/ Matthew A. Switzer
			Matthew A. Switzer
			Chief Financial Officer

Exhibit 99.1

Primis Financial Corp. Announces Promotion of Rick A. Fulk to President of Primis Bank

MCLEAN, Va., Oct. 4, 2023 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today announced that Rick A. Fulk has been promoted to President of Primis Bank effective October 2, 2023.

Dennis J. Zember, Jr., President and CEO of Primis Financial Corp., stated "Rick's promotion to President of our most important division is an exciting moment for our Company and demonstrates our commitment to have the Bank be the primary driver of our market value. Rick's influence and leadership in our organization is rooted in his desire to see those around him succeed and his ability to drive the financial results that our board and investors demand. His leadership skills, commercial success and ambition will produce results."

Mr. Fulk commented as well, saying "I'm very excited for the opportunity to help our Company build our Bank into the high-performance financial institution that our staff and our board envision. We have better tools and technology thanks to the tireless work of the past few years. We have loyal customers in some of the nation's best markets thanks to decades of serving. Most importantly, we have staff that are so inspired to get results for our customers and our shareholders and I count it a privilege to lead them."

Mr. Fulk has worked for Primis Bank (or its predecessors) since 1998 in various commercial capacities, most recently as the regional executive for the Richmond and Hampton Roads areas. Mr. Fulk and his wife are active leaders in the community with a passion for supporting animal rescue and the local humane society.

About Primis Financial Corp.

As of June 30, 2023, Primis had $3.85 billion in total assets, $3.17 billion in total loans and $3.31 billion in total deposits. Primis Bank provides a range of financial services to individuals and small and medium sized businesses through 32 full-service branches in Virginia and Maryland and in all 50 states through certain advanced internet and mobile applications.

Contacts:
Dennis J. Zember, Jr., President and CEO
Matthew A. Switzer, EVP and CFO
Phone: (703) 893-7400
Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com

Address:
Primis Financial Corp.
1676 International Drive, Suite 900
McLean, VA 22102

Document And Entity Information	Oct. 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 04, 2023
Entity Registrant Name	Primis Financial Corp.
Entity Central Index Key	0001325670
Entity Emerging Growth Company	false
Securities Act File Number	001-33037
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	20-1417448
Entity Address, Address Line One	1676 International Drive, Suite 900
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22101
City Area Code	703
Local Phone Number	893-7400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	COMMON STOCK
Trading Symbol	FRST
Security Exchange Name	NASDAQ