# Primis Financial Corp. (FRST) Informational only - not investment advice. CIK: 0001325670 SIC: 6022 State Commercial Banks SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6022 State Commercial Banks](/industry/6022/) Latest 10-K filed: 2026-03-16 SEC page: https://www.sec.gov/edgar/browse/?CIK=1325670 Filing source: https://www.sec.gov/Archives/edgar/data/1325670/000110465926028599/frst-20251231x10k.htm ## At a glance FY2025 · period end 2025-12-31 · filed 2026-03-16 · accession 0001104659-26-028599 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001325670.json | Metric | Value | FY | Provenance | | --- | ---: | ---: | --- | | Revenue | 200,442,000 USD | 2025 | verified | | Net income | 61,443,000 USD | 2025 | verified | | Assets | 4,047,388,000 USD | 2025 | verified | | Free cash flow | 9,033,000 USD | 2025 | computed | | Net margin | 30.65% | 2025 | computed | | Revenue YoY | -4.99% | 2025 | computed | | ROE | 14.53% | 2025 | computed | Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity. No market price, no rating, no forecast on this site. Not investment advice. ### Peer percentile fingerprint | Ratio | FRST | Peer median | Percentile | N | | --- | ---: | ---: | ---: | ---: | | Net margin | 30.7% | 21.9% | 87 | 149 | | Revenue growth | -5.0% | 6.0% | 5 | 148 | | FCF margin | 4.5% | 23.8% | 7 | 133 | | ROE | 14.5% | 9.6% | 93 | 149 | | ROA | 1.5% | 1.1% | 86 | 149 | | Liabilities / equity | 8.57 | 8.04 | 64 | 149 | Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 6022 State Commercial Banks, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking. ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 200442000 | USD | 2025 | 2026-03-16 | | Net income | 61443000 | USD | 2025 | 2026-03-16 | | Assets | 4047388000 | USD | 2025 | 2026-03-16 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001325670.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 48,947,000 | 83,570,000 | 118,907,000 | 120,524,000 | 117,694,000 | 113,143,000 | 123,287,000 | 192,618,000 | 210,969,000 | 200,442,000 | | Net income | | 10,312,000 | 2,425,000 | 33,691,000 | 33,167,000 | 22,979,000 | 31,113,000 | 14,148,000 | -7,832,000 | -16,205,000 | 61,443,000 | | Diluted EPS | 0.75 | 0.83 | 0.13 | 1.39 | 1.36 | 0.96 | | 0.57 | -0.32 | -0.66 | 2.49 | | Operating cash flow | 12,219,000 | 18,023,000 | 24,587,000 | 41,440,000 | 36,764,000 | 29,663,000 | | 12,434,000 | 28,818,000 | 19,530,000 | 10,767,000 | | Capital expenditures | | 143,000 | 1,425,000 | 1,973,000 | 1,101,000 | 1,082,000 | 2,456,000 | 1,012,000 | 1,924,000 | 1,194,000 | 1,734,000 | | Dividends paid | | 3,921,000 | 5,798,000 | 7,688,000 | 8,690,000 | 9,737,000 | 9,807,000 | 9,853,000 | 9,875,000 | 9,891,000 | 9,873,000 | | Share buybacks | 721,000 | | | | | | | | | | 807,000 | | Assets | | 1,142,443,000 | 2,614,252,000 | 2,701,295,000 | 2,722,170,000 | 3,088,673,000 | 3,405,586,000 | 3,566,664,000 | 3,856,546,000 | 3,690,115,000 | 4,047,388,000 | | Liabilities | | 1,016,099,000 | 2,291,480,000 | 2,353,005,000 | 2,344,929,000 | 2,698,119,000 | 2,995,547,000 | 3,177,696,000 | 3,458,953,000 | 3,325,133,000 | 3,624,492,000 | | Stockholders' equity | | 126,344,000 | 322,772,000 | 348,290,000 | 377,241,000 | 388,847,000 | 410,039,000 | 388,968,000 | 376,161,000 | 351,756,000 | 422,896,000 | | Cash and cash equivalents | | 47,392,000 | 25,463,000 | 28,611,000 | 31,928,000 | 196,185,000 | 530,167,000 | 77,859,000 | 77,553,000 | 64,505,000 | 143,607,000 | | Free cash flow | | 17,880,000 | 23,162,000 | 39,467,000 | 35,663,000 | 28,581,000 | | 11,422,000 | 26,894,000 | 18,336,000 | 9,033,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | 21.07% | 2.90% | 28.33% | 27.52% | 19.52% | 27.50% | 11.48% | -4.07% | -7.68% | 30.65% | | Return on equity | | 8.16% | 0.75% | 9.67% | 8.79% | 5.91% | 7.59% | 3.64% | -2.08% | -4.61% | 14.53% | | Return on assets | | 0.90% | 0.09% | 1.25% | 1.22% | 0.74% | 0.91% | 0.40% | -0.20% | -0.44% | 1.52% | | Liabilities / equity | | 8.04 | 7.10 | 6.76 | 6.22 | 6.94 | 7.31 | 8.17 | 9.20 | 9.45 | 8.57 | ## As-reported value updates 3 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period. Ledger: /company/FRST/revisions/ ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001325670.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2020-Q3 | 2020-09-30 | | | 0.39 | reported discrete quarter | | 2021-Q1 | 2021-03-31 | | | 0.38 | reported discrete quarter | | 2021-Q2 | 2021-06-30 | | | 0.42 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | 47,159,000 | 5,775,000 | | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 52,679,000 | -188,000 | -0.01 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 50,486,000 | -3,567,000 | -0.14 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 52,199,000 | 3,436,000 | 0.14 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 57,112,000 | 1,228,000 | 0.05 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 51,313,000 | -23,335,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 47,723,000 | 22,636,000 | 0.92 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 47,627,000 | 2,437,000 | 0.10 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 51,766,000 | 6,830,000 | 0.28 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 53,326,000 | 29,540,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 53,526,000 | 7,312,000 | 0.30 | reported discrete quarter | | 2026-Q2 | 2026-06-30 | 56,322,000 | 9,426,000 | 0.38 | reported discrete quarter | ## Filed narrative (10-K & 10-Q) ## Business Verbatim Item 1 Business section from FRST's latest 10-K: [/company/FRST/business/](/company/FRST/business/). ## Risk Factors Verbatim Item 1A Risk Factors from FRST's latest 10-K: [/company/FRST/risk-factors/](/company/FRST/risk-factors/). ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1325670/000110465926092672/frst-20260630x10q.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-08-07 Report date: 2026-06-30 ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 in conjunction 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, 2025. Results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of results that may be achieved for any other period. The emphasis of this discussion will be on the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 for the condensed consolidated income statements. For the condensed consolidated balance sheets, the emphasis of this discussion will be the balances as of June 30, 2026 compared to December 31, 2025. This discussion and analysis contain 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, including statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, 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 instead 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 inherently 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 previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, 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: [[GREPCENT_TABLE]] [["","\u25cf","the effects of future economic, business and market conditions and disruptions in the credit and financial markets, domestic and foreign;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","uncertainties surrounding geopolitical events, trade policy developments, tariffs and retaliatory trade measures, taxation policy and federal monetary policy, which continue to impact the outlook for future economic growth (including an economic downturn or recession), and may adversely affect our customers, borrowers, depositors and counterparties, as well as market conditions, inflation, interest rates, consumer spending and commercial activity in our markets;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","fraudulent and negligent acts by loan applicants, mortgage brokers and our employees;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","our ability to implement our various strategic and growth initiatives, including our Panacea Financial Division, digital banking platform, V1BE fulfillment service, Mortgage Warehouse lending, and Primis Mortgage Company, as well as with respect to use and implementation of artificial intelligence and our cost saving projects to reduce technology vendor expenses and administrative and branch expenses, including risks associated with the regulatory environment applicable to fintech companies, changes in customer demand, operational integration challenges, compliance obligations and reputational risks;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions;"]] [[/GREPCENT_TABLE]] 41 Table of Contents [[GREPCENT_TABLE]] [["","\u25cf","changes in the local economies in our market areas, which may 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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","changes in interest rates, inflation, stagflation, loan demand, real estate values, commodity prices, or competition, as well as labor shortages, supply chain disruptions, the threat of recession and volatile equity capital markets;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","a deterioration or downgrade in the credit quality and credit agency ratings of the investment securities in our investment securities portfolio;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the incurrence and impairment of goodwill associated with current or future acquisitions and adverse short-term effects on our results of operations;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the concentration of our loan portfolio in loans collateralized by real estate;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","our level of construction and land development and commercial real estate loans;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","risk related to a third-party\u2019s ability to satisfy its contractual obligation to reimburse us for waived interest on loans with promotional features that pay off early;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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, \u201cdenial-of-service\u201d attacks, \u201chacking\u201d 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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","risks and costs associated with the use, development and implementation of artificial intelligence technologies, including operational, compliance, model risk, cybersecurity, privacy and reputational risks;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","changes in the levels of loan prepayments and the resulting effects on the value of our loan portfolio;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the failure of assumptions and estimates underlying the establishment of and provisions made for credit losses;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","government intervention in the U.S. financial system, including the effects of legislative, tax, accounting and regulatory actions and reforms, 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;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the implementation of a regulatory reform agenda under the presidential administration that is significantly different than that of the prior administration, impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","regulatory, legislative, supervisory, litigation, reputational and operational risks associated with the provision of banking services to customers operating in industries subject to heightened governmental, public or media scrutiny, including allegations or claims relating to account access, customer onboarding, account terminations, so-called \"debanking\" practices, fair access to financial services, consumer protection requirements or anti-discrimination laws and regulations;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","increased competition for deposits and loans adversely affecting rates and terms;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the continued service of key management personnel;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the potential payment of interest on demand deposit accounts to effectively compete for customers;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the potential environmental liability risk associated with properties that we assume upon foreclosure;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","increased asset levels and changes in the composition of assets and the resulting impact on our capital levels and regulatory capital ratios;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] 42 Table of Contents [[GREPCENT_TABLE]] [["","\u25cf","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;"]] [[/GREPCENT_TABLE]] [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A (excerpt) Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1325670/000110465926028599/frst-20251231x10k.htm Complete FY 2025 MD&A: /company/FRST/mda/fy2025/ Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Filing date: 2026-03-16 Report date: 2025-12-31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7 of our Annual Report on Form 10-K generally discusses year-to-year comparisons between the years ended December 31, 2025 and 2024. Discussions of comparisons between 2024 and 2023 are not included in this Form 10-K, but can be found in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 29, 2025. MD&A is presented to aid the reader in understanding and evaluating the financial condition and results of operations of the Company. This discussion and analysis should be read with the consolidated financial statements, the footnotes thereto, and the other financial data included in this report. CRITICAL ACCOUNTING ESTIMATES AND POLICIES We follow accounting and reporting policies that conform, in all material respects, to accounting principles generally accepted in the U.S. and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates. We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements. Allowance for credit losses Accounting policies related to the allowance for credit losses on financial instruments including loans and off-balance-sheet credit exposures are considered to be critical as these policies involve considerable subjective judgment and estimation by management. In the case of loans, the allowance for credit losses is a contra-asset valuation account, calculated in accordance with ASC 326, which is deducted from the amortized cost basis of loans to present the net amount expected to be collected. In the case of off-balance-sheet credit exposures, the allowance for credit losses is a liability account, calculated in accordance with ASC 326. The allowance is reported as a component of other liabilities in our consolidated balance sheets. Adjustments to the allowance are reported in our income statement as a component of noninterest expenses. The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. We use internal factors including loan balances, credit quality, contractual life of loans, and historical loss experience. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. Management’s primary qualitative factors utilized in informing qualitative adjustments to the modeled allowance calculations are loan-to-value exceptions, borrower debt service coverage exceptions, and large concentrations. As of December 31, 2025, the qualitative adjustments applied by management increased our modeled allowance that was based on historical loss information, but did not represent a material amount of our total allowance. We consider a number of external economic variables in developing the allowance including the Virginia Unemployment Rate, Virginia House Price Index, Virginia Gross Domestic Product and National Unemployment and National Gross Domestic Product for pools of loans with borrowers outside of our local operating footprint. One of the most significant and judgmental assumptions is the selection and application of expected economic forecasts. In determining forecasted expected losses, we use Moody’s economic variable forecasts and apply probability weights to the related economic scenarios. Due to the inherent uncertainty in the macroeconomic forecasts, we evaluate a baseline 45 Table of Contents scenario, as well as a downside macroeconomic scenario to assess the most reasonable scenario based on review of the variable forecasts for each scenario, comparison to expectations, and sensitivity of variations in each scenario. The Moody’s forecast scenarios are reviewed by management quarterly and probability weightings are assigned based on management’s judgment.  As of December 31, 2025, management concluded on a more neutral weighting of baseline versus downside scenario. While management uses its judgment, there is no certainty that future economic conditions will resemble the neutral weighting applied to our modeling and others could examine the same data and arrive at a different judgment around weighting of the economic scenario that when applied to the model could result in a smaller or larger allowance than the one we determined.   Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. Further, subsequent evaluations of the then-existing loan portfolio, in light of factors existing at the time of subsequent evaluation may result in significant changes to the allowance. Goodwill As required under U.S. GAAP, we test goodwill for impairment at least annually and more frequently if there are indications that goodwill could be impaired. Our annual goodwill impairment testing date is September 30 and accordingly, we performed testing as of September 30, 2025 of our two reporting units that include goodwill. For our assessment of goodwill as of September 30, 2025, we performed a step one quantitative assessment to determine if the fair value of the Primis Bank and the Primis Mortgage reporting units were less than their carrying amount. As part of the testing, we engaged an independent valuation firm to quantitatively estimate the fair value of each reporting unit so that it could be compared to the carrying value in assisting us in determining if impairment existed. Our assessment of the reporting units includes the use of three or four approaches, each receiving various weightings to determine an ultimate fair value estimate: (1) the comparable transactions method that is based on comparison to pricing ratios recently paid in the sale or merger of comparable institutions; (2) the control premium approach that is based on the Company’s trading price, adjusted for holding company assets and an industry based control premium; (3) the public market peers control premium approach that is based on market pricing ratios of similar public companies adjusted for an industry based control premium, and (4) a discounted cash flow method (an income method), taking into consideration expectations of our growth and profitability going forward. The assessment included use of various assumptions and inputs into the modeling approaches, including creating a baseline and conservative scenarios that stressed certain assumptions such as projected cash flows and the discount rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment testing as of September 30, 2025 will prove to be an accurate prediction of the future. Changes in assumptions, market data (for market-based assessments), or the discount rate (for income based assessments) could produce different results that lead to higher or lower fair value determinations compared to the results of our annual impairment testing performed as of September 30, 2025. Further, because the use of inputs and assumptions are highly judgmental an analysis performed to assess the fair value of our reporting units by others may result in higher, lower, or the same fair value determination and goodwill impairment decision through the use of their judgment in application of similar inputs and assumptions as we used.  As a result of our testing, we determined that the estimated fair value of both reporting units was higher than their respective carrying values. As of September 30, 2025, the estimated fair value of the Primis Bank and Primis Mortgage reporting units was 118% and 117%, respectively, of the carrying value of the reporting units, and no goodwill impairment was required.  The Company performed a qualitative assessment to identify any triggering events as of December 31, 2025 and determined there were not any triggering events that would indicate that it was not more likely than not that the fair value of either reporting unit was less than its carrying value. ​ 46 Table of Contents Third-party originated and serviced consumer loan portfolio In the second half of 2021, we partnered with a TPOS to originate and service unsecured consumer loans through their proprietary point-of-sale technology (the “Consumer Program”). Loan options under the Consumer Program include traditional fully-amortizing loans and promotional loans with no interest, or “same-as-cash”, features if the loan is fully repaid in the promotional window.  The loans are originated at par in the Bank’s name and have a term of 5 to 12 years with a much shorter effective life due to amortization and pay downs. The Consumer Program is governed by multiple interrelated agreements including the loan agreement between the Bank and the customer and agreements with the TPOS. The structure of the Consumer Program is intended to generate loans that yield a targeted return to the Bank on a portfolio basis while also providing limited credit enhancement from the TPOS.  Key characteristics of the combined arrangement include: [[GREPCENT_TABLE]] [["","\u25cf","The TPOS contributes funds to a reserve account at the time of origination to be used for future charge-offs if necessary."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","When a promotional loan pays off prior to the end of the promotional period, the customer owes no interest on the loan and any interest accrued during the period is waived. In that event, the TPOS reimburses the Bank for the interest the customer otherwise would have paid if the promotional period didn\u2019t exist."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Excess yield on the portfolio after realized charge-offs and above an agreed upon target rate due to the Bank is paid to the TPOS as a \u201cPerformance Fee.\u201d"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","In the event charge-offs exceed the amount available as a Performance Fee, the TPOS remits a portion of current period origination fees to reimburse for losses and, if necessary, releases funds from the reserve account."]] [[/GREPCENT_TABLE]] [Excerpt truncated for page length; the complete text is on the linked full-MD&A page.] Read the full FY 2025 MD&A: /company/FRST/mda/fy2025/ All MD&A years: /company/FRST/mda/ ## MD&A history Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page. - [FY 2024 MD&A](/company/FRST/mda/fy2024/): filed 2025-04-29; accession 0001558370-25-005861 (https://www.sec.gov/Archives/edgar/data/1325670/000155837025005861/frst-20241231x10k.htm) - [FY 2023 MD&A](/company/FRST/mda/fy2023/): filed 2024-10-15; accession 0001558370-24-013277 (https://www.sec.gov/Archives/edgar/data/1325670/000155837024013277/frst-20231231x10k.htm) - [FY 2022 MD&A](/company/FRST/mda/fy2022/): filed 2023-03-15; accession 0001558370-23-003919 (https://www.sec.gov/Archives/edgar/data/1325670/000155837023003919/frst-20221231x10k.htm) - [FY 2021 MD&A](/company/FRST/mda/fy2021/): filed 2022-03-14; accession 0001558370-22-003536 (https://www.sec.gov/Archives/edgar/data/1325670/000155837022003536/frst-20211231x10k.htm) ## Macro cross-references Indicators mapped to this company's SIC classification (industry 6022 State Commercial Banks) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim. - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity Macro-to-micro threads including this sector: [Interest rates & the Fed](/thread/interest-rates-fed/), [Money & trade](/thread/money-trade/), [Consumer & credit](/thread/consumer-credit/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/). All macro indicators: /indicators/ ## For LLMs & downloads Markdown twin: /company/FRST.md · JSON record: /company/FRST.json · verified financials: /company/FRST/financials.json / /company/FRST/financials.csv · machine TOC for the whole site: /llms.txt