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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):
December 19, 2024
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) |
(I.R.S. Employer Identification
Number) |
1676 International Drive, Suite 900, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 893-7400
(Registrant's telephone number, including area
code)
Not Applicable
(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 |
|
NASDAQ |
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 8.01. Other Events.
On December 19, 2024, the Board of Directors of Primis Financial Corp.
(the “Company”) authorized a stock repurchase program (the “Stock Repurchase Program”) under which the Company
may repurchase up to 740,600 shares of its common stock. The Stock Repurchase Program will begin on December 19, 2024 and end on December
19, 2025. Repurchases under the Stock Repurchase Program may be made from time to time through open market purchases, privately negotiated
transactions or such other manners as will comply with applicable laws and regulations. The timing and actual number of shares repurchased
will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity
requirements and priorities. The Stock Repurchase Program does not obligate the Company to purchase any particular number of shares and
there is no guarantee as to the exact number of shares that will be repurchased by the Company. The Stock Repurchase Program may be suspended,
modified or terminated by the Company at any time and for any reason, without prior notice.
On December 19, 2024, the Company received a decision (“Compliance
Decision”) from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on
the Nasdaq Capital Market, and confirming that the Company has regained compliance with Listing Rule 5250(c)(1) as of December 11, 2024.
Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date
of the Compliance Decision.
A copy of the press release announcing the Stock Repurchase Program
and Compliance Decision is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, about the Company that involve
substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report on Form
8-K are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,”
“believe,” “intend,” “may,” “plan,” “should,” “will,” or the negative
of these words or other similar terms or expressions. Important factors may cause actual results to differ materially from those in the
forward-looking statements include factors contained in the “Risk Factors” section and elsewhere in the Company’s filings
with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q,
and its Current Reports on Form 8-K. The forward-looking statements in this Current Report on Form 8-K are based upon information available
to the Company as of the date of this Current Report on Form 8-K, and while the Company believes such information forms a reasonable basis
for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that the Company
has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently
uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law, the Company assumes no obligation
to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the
forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated December 19, 2024
104 Cover Page
Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Primis Financial Corp. |
| |
|
| Date: December 19, 2024 |
By: |
/s/ Matthew A. Switzer |
| |
|
Matthew A. Switzer |
| |
|
Chief Financial Officer |
Exhibit 99.1
Primis Financial Corp. Announces Reauthorization
of Stock Repurchase Program and Compliance
with Nasdaq Listing Rules
For immediate release
Thursday, December 19, 2024
McLean, Virginia, December 19, 2024 – Primis
Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), today announced that the board of directors of the
Company (the “Board”) approved a stock repurchase program for up to 740,600 of the outstanding shares of the Company’s
common stock (the “Stock Repurchase Program”). The Stock Repurchase Program will begin on December 19, 2024 and conclude
on December 19, 2025, subject to the earlier termination or extension of the Stock Repurchase Program by the Board or the total shares
designated for the Stock Repurchase Program are depleted.
Under the Stock Repurchase Program, the Company
may repurchase shares of common stock from time to time in open market purchases or privately negotiated transactions. Any open market
repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases under the Stock Repurchase
Program may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased
by the Company when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory
restrictions. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of
factors, including the performance of the Company’s stock price, general market and economic conditions, regulatory requirements,
availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin or terminate
repurchases at any time prior to the Stock Repurchase Program’s expiration, without any prior notice. The Stock Repurchase Program
does not obligate the Company to repurchase any particular number or amount of shares of common stock.
The Company also announced today that, as expected,
it received a decision (“Compliance Decision”) from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s
request for continued listing on the Nasdaq Capital Market, and confirming that the Company has regained compliance with Listing Rule
5250(c)(1) as of December 11, 2024. Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for
a period of one year from the date of the Compliance Decision.
About Primis Financial Corp.
As of September 30, 2024, Primis had $4.0 billion
in total assets, $2.9 billion in total loans and $3.3 billion in total deposits. Primis Bank provides a range of financial services to
individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and provides services
to customers through certain online and mobile applications.
| Contacts: |
Address: |
| Dennis J. Zember, Jr., President and CEO |
Primis Financial Corp. |
| Matthew A. Switzer, EVP and CFO |
1676 International Drive, Suite 900 |
| Phone: (703) 893-7400 |
McLean, VA 22102 |
| |
|
| Primis Financial Corp., NASDAQ Symbol FRST |
|
| Website: www.primisbank.com | |
Forward-Looking Statements
This press release may contain forward-looking
statements that are based on various facts and derived utilizing numerous important assumptions that are subject to known and unknown
risks, uncertainties, and other factors that may cause the Company’s actual results, performance, or achievements to be materially
different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking
statements include information concerning the timing, manner, amount, and overall impact of future purchases under the Stock Repurchase
Program, as well as any other statement other than statements of historical fact. Words or phrases such as “may,” “should,”
“could,” “predict,” “potential,” “believe,” “will likely result,” “expect,”
“continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,”
“plan,” “projection,” “would,” and “outlook,” or the negative version of those words,
or such other comparable words or phrases are intended to identify forward-looking statements, but are not the exclusive means of identifying
such statements. These forward-looking statements are not historical facts, and are based on current expectations, estimates, and projections
about the Company’s industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature,
are inherently uncertain and beyond the Company’s control. Accordingly, you are cautioned that any such forward-looking statements
are not guarantees of future performance and are subject to certain risks, assumptions, and uncertainties that are difficult to predict.
Although the Company believes 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. Unless required
by law, the Company also disclaims any obligation to update any forward-looking statements. Interested parties should not place undue
reliance on any forward-looking statement and should carefully consider the risks and other factors that the Company faces. For
a discussion of these risks and other factors, please see the sections titled “Cautionary Note Regarding Forward-Looking Statements”
and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and any subsequent quarterly reports on Form
10-Q, and in other documents that we file with the Securities and Exchange Commission from time to time.
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