Primis Financial Corp. Enters Material Definitive Agreement

TL;DR

Primis Financial Corp. just signed a big deal, creating new financial obligations.

AI Summary

Primis Financial Corp. entered into a material definitive agreement on December 5, 2025. This agreement constitutes a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Primis Financial Corp., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial risks and obligations that require careful evaluation.

Key Players & Entities

• Primis Financial Corp. (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• Virginia (location) — State of incorporation
• McLean (location) — Business address city

FAQ

Key Financial Figures

• $58 million — gregate purchase price of approximately $58 million and subsequently closed the transaction
• $4.7 million — nitial term shall be, in the aggregate, $4.7 million per annum ("Base Rent") plus additional
• $5.4 million — lease accounting will be approximately $5.4 million pretax after offset by the elimination

Filing Documents

• tm2532877d1_8k.htm (8-K) — 34KB
• tm2532877d1_ex10-1.htm (EX-10.1) — 210KB
• tm2532877d1_ex10-2.htm (EX-10.2) — 430KB
• tm2532877d1_ex10-3.htm (EX-10.3) — 48KB
• tm2532877d1_ex99-1.htm (EX-99.1) — 44KB
• tm2532877d1_ex99-1img001.jpg (GRAPHIC) — 21KB
• 0001104659-25-119089.txt ( ) — 1125KB
• frst-20251205.xsd (EX-101.SCH) — 3KB
• frst-20251205_lab.xml (EX-101.LAB) — 33KB
• frst-20251205_pre.xml (EX-101.PRE) — 22KB
• tm2532877d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On December 5, 2025 (the "Effective Date"), Primis Bank (the "Bank" or "Seller"), a Virginia state chartered bank and wholly-owned subsidiary of Primis Financial Corp. (the "Company"), and entities affiliated with MountainSeed Real Estate Services, LLC and Fortress Investment Group ("Buyer"), entered into an Agreement for Purchase and Sale of Property (the "Sale Agreement"), which provides for the sale to the Buyer of 18 properties owned and operated as retail banking branches of the Bank (the "Properties") for an aggregate purchase price of approximately $58 million and subsequently closed the transaction on the same date. The Sale Agreement has such other terms and conditions similar to other purchase and sale agreements covering similar Concurrent with the closing, Seller and FNLR Mud LLC, a Delaware limited liability company ("Landlord"), entered into a master lease agreement (the "Lease Agreement") for the Properties under which Seller, as tenant, will lease each of the Properties from Landlord. The initial lease term shall be 20 years, which may be extended, at the Bank's option, for an additional 20 year term. The Lease Agreement shall constitute a triple net lease under which the Bank as tenant shall be responsible for base rent for each of the Properties, which during the initial term shall be, in the aggregate, $4.7 million per annum ("Base Rent") plus additional operational charges. Base Rent shall increase by 2% per annum for each year during the initial term and any renewal term. The Bank will not close any branches or exit any markets as part of the sale-leaseback transaction. The Lease Agreement has such other terms and conditions similar to other lease agreements covering similar subject matter and executed under similar circumstances and conditions. Also concurrent with the closing, the Company entered into a Guaranty of

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. As referenced in Item 1.01 above, the Bank has agreed, effective upon the closing of the sale of the Properties, to lease each of the Properties on a long-term basis from Landlord. The disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding the Lease Agreement and the lease obligations of the Bank thereunder are incorporated by reference into this Item 2.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 8, 2025, the Company issued a press release regarding the transactions discussed herein. A copy of the press release is attached hereto as Exhibit 99.1. As noted in the press release, subsequent to the closing of the sale-leaseback transaction, the Company intends to restructure a portion of its investment portfolio, restructure its bank-owned life insurance portfolio and reduce and refinance its holding company debt obligations. The Company expects the net effect of these transactions to be immediately accretive to net income and earnings per share while increasing book value and tangible book value per share and regulatory capital ratios. The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Item 7.01 and Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Sale Agreement, by and among Primis Bank and MountainSeed Real Estate Services, LLC dated December 5, 2025. 10.2 Lease Agreement, by and among Primis Bank and FNLR Mud LLC, dated December 5, 2025. 10.3 Guaranty, by and among Primis Financial Corp. and FNLR Mud LLC, dated December 5, 2025. 99.1 Press Release dated December 8, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES 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. By: /s/ Matthew A. Switzer December 8, 2025 Matthew Switzer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR