Item 1. Financial Statements
ITEM 1 - FINANCIAL STATEMENTS
PRIMIS FINANCIAL CORP .
CONDENSED CONSOLIDATED BALANCE SHEETS
( dollars in thousands, except per share amounts)
March 31,
December 31,
2026
2025
(unaudited)
ASSETS
Cash and cash equivalents:
Cash and due from financial institutions
$
8,360
$
9,690
Interest-bearing deposits in other financial institutions
151,521
133,917
Total cash and cash equivalents
159,881
143,607
Securities available-for-sale, at fair value (amortized cost of $ 175,717 and $ 174,226 , respectively)
171,877
171,377
Securities held-to-maturity, at amortized cost (fair value of $ 6,343 and $ 6,560 , respectively)
6,792
6,981
Loans held for sale, at fair value
181,715
166,066
Loans held for sale, at lower of cost or market
41,465
—
Total loans held for sale
223,180
166,066
Loans held for investment, collateralizing secured borrowings
14,516
14,843
Loans held for investment
3,381,850
3,268,840
Less: allowance for credit losses
( 46,381 )
( 45,883 )
Net loans
3,349,985
3,237,800
Stock in Federal Reserve Bank and Federal Home Loan Bank
24,162
14,185
Bank premises and equipment, net
5,924
6,070
Operating lease right-of-use assets
64,781
65,596
Cloud computing arrangement assets, net
4,460
5,239
Goodwill
93,459
93,459
Bank-owned life insurance
76,958
68,969
Deferred tax assets, net
14,593
14,683
Investment in Panacea Financial Holdings, Inc. common stock
6,899
6,899
Accrued interest on loans and investments
19,830
19,222
Other assets
33,887
27,235
Total assets
$
4,256,668
$
4,047,388
LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits
$
541,168
$
554,442
Interest-bearing deposits:
NOW accounts
844,528
862,735
Money market accounts
778,366
740,886
Savings accounts
942,847
922,337
Time deposits
316,156
315,185
Total interest-bearing deposits
2,881,897
2,841,143
Total deposits
3,423,065
3,395,585
Securities sold under agreements to repurchase
3,525
3,552
Secured borrowings
14,450
14,773
FHLB advances
230,000
25,000
Junior subordinated debt
9,941
9,929
Senior subordinated notes
59,370
86,233
Operating lease liabilities
60,832
61,340
Other liabilities
28,287
28,080
Total liabilities
3,829,470
3,624,492
Commitments and contingencies (See Note 9)
Stockholders' equity:
Preferred stock, $ 0.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding
—
—
Common stock, $ 0.01 par value. Authorized 45,000,000 shares; 24,851,621 shares issued and 24,772,072 shares outstanding at March 31, 2026, and 24,774,934 shares issued and 24,695,385 shares outstanding at December 31, 2025
248
247
Additional paid in capital
316,840
316,509
Retained earnings
114,370
109,617
Treasury stock, at cost 79,549 shares at March 31, 2026 and December 31, 2025
( 807 )
( 807 )
Accumulated other comprehensive loss
( 3,453 )
( 2,670 )
Total Primis stockholders' equity
427,198
422,896
Total liabilities and stockholders' equity
$
4,256,668
$
4,047,388
See accompanying notes to unaudited condensed consolidated financial statements.
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PRIMIS FINANCIAL CORP .
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share amounts) (Unaudited)
For the Three Months Ended March 31,
2026
2025
Interest and dividend income:
Interest and fees on loans
$
50,134
$
44,964
Interest and dividends on taxable securities
1,882
1,811
Interest and dividends on tax exempt securities
29
95
Interest and dividends on other earning assets
1,481
853
Total interest and dividend income
53,526
47,723
Interest expense:
Interest on deposits
18,502
19,392
Interest on other borrowings
2,950
1,967
Total interest expense
21,452
21,359
Net interest income
32,074
26,364
Provision for credit losses
1,549
1,596
Net interest income after provision for credit losses
30,525
24,768
Noninterest income:
Account maintenance and deposit service fees
1,246
1,339
Income from bank-owned life insurance
472
425
Gains on Panacea Financial Holdings investment
—
24,578
Mortgage banking income
10,760
5,615
Gains on sale of loans
567
—
Consumer Program derivative income (loss)
396
( 292 )
Other noninterest income
114
670
Total noninterest income
13,555
32,335
Noninterest expenses:
Salaries and benefits
19,556
17,941
Occupancy expenses
2,552
1,428
Furniture and equipment expenses
2,065
1,857
Virginia franchise tax expense
611
577
FDIC insurance assessment
738
793
Data processing expense
2,188
2,849
Marketing expense
760
514
Telephone and communication expense
311
287
Loss on bank premises and equipment and assets held for sale
—
106
Professional fees
1,860
2,225
Miscellaneous lending expenses
728
834
Other operating expenses
2,385
3,105
Total noninterest expenses
33,754
32,516
Income before income taxes
10,326
24,587
Income tax expense
3,014
5,553
Net income
7,312
19,034
Net loss attributable to noncontrolling interests
—
3,602
Net income attributable to Primis' common stockholders
$
7,312
$
22,636
Other comprehensive income:
Unrealized gain (loss) on available-for-sale securities
$
( 991 )
$
4,572
Income tax expense (benefit) related to other comprehensive income
( 208 )
960
Other comprehensive income (loss), net of tax
( 783 )
3,612
Comprehensive income
$
6,529
$
26,248
Earnings per share, basic
$
0.30
$
0.92
Earnings per share, diluted
$
0.30
$
0.92
See accompanying notes to unaudited condensed consolidated financial statements.
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PRIMIS FINANCIAL CORP .
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(dollars in thousands, except per share amounts) (Unaudited)
For the Three Months Ended March 31, 2026
Accumulated
Additional
Other
Common Stock
Paid in
Retained
Treasury
Comprehensive
Noncontrolling
Shares
Amount
Capital
Earnings
Stock
Loss
Interests
Total
Balance - December 31, 2025
24,695,385
$
247
$
316,509
$
109,617
$
( 807 )
$
( 2,670 )
$
—
$
422,896
Net income
—
—
—
7,312
—
—
—
7,312
Other comprehensive income
—
—
—
—
—
( 783 )
—
( 783 )
Dividends on common stock ( $ 0.10 per share)
—
—
—
( 2,559 )
—
—
—
( 2,559 )
Stock option exercises
9,300
1
112
—
—
—
—
113
Restricted stock granted
67,387
—
—
—
—
—
—
—
Stock-based compensation expense
—
—
219
—
—
—
—
219
Balance - March 31, 2026
24,772,072
$
248
$
316,840
$
114,370
$
( 807 )
$
( 3,453 )
$
—
$
427,198
For the Three Months Ended March 31, 2025
Accumulated
Additional
Other
Common Stock
Paid in
Retained
Treasury
Comprehensive
Noncontrolling
Shares
Amount
Capital
Earnings
Stock
Income (Loss)
Interests
Total
Balance - December 31, 2024
24,722,734
$
247
$
314,694
$
58,047
$
—
$
( 21,232 )
$
13,226
$
364,982
Net income (loss)
—
—
—
22,636
—
—
( 3,602 )
19,034
Other comprehensive income
—
—
—
—
—
3,612
—
3,612
Panacea Financial Holdings, Inc. deconsolidation
—
—
—
—
—
—
( 9,624 )
( 9,624 )
Dividends on common stock ( $ 0.10 per share)
—
—
—
( 2,472 )
—
—
—
( 2,472 )
Stock-based compensation expense
—
—
31
—
—
—
—
31
Balance - March 31, 2025
24,722,734
$
247
$
314,725
$
78,211
$
—
$
( 17,620 )
$
—
$
375,563
See accompanying notes to unaudited condensed consolidated financial statements.
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PRIMIS FINANCIAL CORP .
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands, except per share amounts) (Unaudited)
For the Three Months Ended March 31,
2026
2025
Operating activities:
Net income
$
7,312
$
19,034
Adjustments to reconcile net income to net cash and cash equivalents (used in) provided by operating activities:
Depreciation and amortization
3,395
2,228
Net amortization of premiums and (accretion of discounts)
( 38 )
88
Provision for credit losses
1,549
1,596
Originations of loans held for sale
( 390,092 )
( 152,361 )
Proceeds from sales of loans originated to sell
343,737
190,778
Net gains on loans held for sale
( 7,300 )
( 3,604 )
Net gains on mortgage banking
( 3,460 )
( 2,011 )
Net gains on sale of loans originated as held for investment
( 567 )
—
Loss on bank premises and equipment and assets held for sale
—
106
Earnings on bank-owned life insurance
( 472 )
( 425 )
Stock-based compensation expense
113
31
Gains on Panacea Financial Holdings investment
—
( 24,578 )
Deferred income tax expense
298
4,106
Net increase in other assets
( 8,642 )
( 3,282 )
Net increase (decrease) in other liabilities
( 195 )
2,687
Net cash and cash equivalents (used in) provided by operating activities
( 54,362 )
34,393
Investing activities:
Purchases of securities available-for-sale
( 8,265 )
( 8,604 )
Proceeds from paydowns, maturities and calls of securities available-for-sale
6,770
7,290
Proceeds from paydowns, maturities and calls of securities held-to-maturity
185
288
Net (increase) decrease in FRB and FHLB stock
( 9,977 )
54
Net change in loans held for investment
( 120,487 )
( 78,256 )
Proceeds from sales of loans initially originated to be held for investment
7,366
50,994
Purchase of bank-owned life insurance
( 7,516 )
—
Proceeds from sales of bank premise and equipment and assets held for sale
—
748
Purchases of bank premises and equipment
( 204 )
—
Purchases of other investments
—
179
Net decrease in other investments
80
—
Net cash and cash equivalents (used in) provided by investing activities
( 132,048 )
( 27,307 )
Financing activities:
Net increase (decrease) in deposits
27,480
( 11,710 )
(Decrease) increase in securities sold under agreements to repurchase
( 27 )
101
Repayments of secured borrowings, net
( 323 )
( 466 )
Cash dividends paid on common stock
( 2,559 )
( 2,472 )
Proceeds from exercised stock options
113
—
Increase in short-term FHLB advances
205,000
—
Repayment of senior subordinated notes
( 27,000 )
—
Net cash and cash equivalents provided by (used in) financing activities
202,684
( 14,547 )
Net change in cash and cash equivalents
16,274
( 7,461 )
Cash and cash equivalents at beginning of period
143,607
64,505
Cash and cash equivalents at end of period
$
159,881
$
57,044
Supplemental disclosure of cash flow information
Cash payments (receipts) for:
Interest
$
21,127
$
22,199
Income taxes
$
( 524 )
$
—
Supplemental schedule of noncash activities:
Loans held for sale transferred to held for investment
$
—
$
152,092
Assets held for sale transferred to other assets
$
—
$
2,221
Deconsolidation of Panacea Financial Holdings, Inc.
$
—
$
9,624
See accompanying notes to unaudited condensed consolidated financial statements .
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PRIMIS FINANCIAL CORP .
Notes to Unaudited Condensed Consolidated Financial Statements
1. ACCOUNTING POLICIES
The Company
Primis Financial Corp. (NASDAQ: FRST) is the bank holding company for Primis Bank, a Virginia state-chartered bank, that 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, 2026, Primis Bank had 24 full-service branches in Virginia and Maryland and also provides services to customers through certain online and mobile applications. Headquartered in McLean, Virginia, the Company has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. PMC, 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, their practices, and ultimately the broader healthcare industry. PFH was deconsolidated from the Company on March 31, 2025, and their operating results were included in the Company’s consolidated operating results during the three months ended March 31, 2025.
Basis of Financial Information
The accounting policies and practices of Primis and its subsidiaries conform to GAAP and follow general practices within the banking industry. A discussion of the Company’s material accounting policies is located in our 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the 2025 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2025 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2025 Form 10-K that could have a material effect on the Company’s financial statements.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Primis and its subsidiaries, Primis Bank and PMC. The results of operations for PFH are included in the Company’s results of operations until its deconsolidation as of March 31, 2025. Significant inter-company accounts and transactions have been eliminated in consolidation. Primis consolidates subsidiaries in which it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Primis holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted for under the equity method. Primis owns EVB Statutory Trust I (the “Trust”), which is an unconsolidated subsidiary and the junior subordinated debt owed to the Trust is reported as a liability of Primis.
We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have all, or at least a majority of, the voting interest. As defined in GAAP, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE.
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The Company has investments in VIE’s for which we are not the primary beneficiary and, as such, are not included in our consolidated financial statements.
Basis of Presentation
The unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with GAAP for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the 2025 Form 10-K.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses, the fair value of investment securities, the credit impairment of investment securities, the mortgage banking derivatives, interest rate swap derivatives, the valuation of goodwill, and deferred tax assets. Management monitors and continually reassess these at each reporting period.
Operating Segments
The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision maker monitors the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Management has determined that the Company has two reportable operating segments: Primis Mortgage and Primis Bank, as discussed in Note 11 – Segment Information.
Interest Rate Swaps
The Company is subject to interest rate risk exposure in the normal course of business through its core lending operations. Primarily to help mitigate interest rate risk associated with its loan portfolio, the Company entered into interest rate swaps in May and August of 2023 with a large U.S. financial institution as the counterparty. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in benchmark interest rates, such as Prime or SOFR. Interest rate swaps subject the Company to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. The Company’s interest rate swaps are pay-fixed and receive-floating whereby the Company receives a variable rate of interest based on SOFR.
As of March 31, 2026, the gross amounts of interest rate swap derivative assets and liabilities were $ 27 thousand and $ 142 thousand, respectively, and are recorded net in other assets on the consolidated balance sheets. As of December 31, 2025, the gross amounts of interest rate swap derivative assets and liabilities were $ 100 thousand and $ 300 thousand, respectively, and are recorded net in other assets on the consolidated balance sheets. One of the Company’s three interest rate swaps matured in May of 2025 and the remaining two swaps mature in May and August of 2026, respectively.
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The following table represents the carrying value of the portfolio layer method hedged assets and the cumulative fair value hedging adjustments included in the carrying value of the hedged assets as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
(dollars in thousands)
Amortized Cost Basis
Hedged Asset
Basis Adjustment
Amortized Cost Basis
Hedged Asset
Basis Adjustment
Fixed rate assets
$
668,155
$
150,074
$
74
$
690,274
$
150,178
$
178
Recent Accounting Pronouncements
There are no accounting pronouncements issued since December 31, 2025 that the Company currently believes would have a material impact to the Company’s financial position or results of operations upon the pronouncement’s effective date.
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2. INVESTMENT SECURITIES
The amortized cost and fair value of AFS investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows ($ in thousands):
Amortized
Gross Unrealized
Fair
Cost
Gains
Losses
Value
March 31, 2026
Residential government-sponsored mortgage-backed securities
$
72,966
$
72
$
( 1,123 )
$
71,915
Obligations of states and political subdivisions
5,775
7
( 555 )
5,227
Corporate securities
7,000
—
( 230 )
6,770
Residential government-sponsored collateralized mortgage obligations
65,554
323
( 249 )
65,628
Agency commercial mortgage-backed securities
18,089
—
( 2,015 )
16,074
SBA pool securities
6,333
6
( 76 )
6,263
Total
$
175,717
$
408
$
( 4,248 )
$
171,877
Amortized
Gross Unrealized
Fair
Cost
Gains
Losses
Value
December 31, 2025
Residential government-sponsored mortgage-backed securities
$
72,178
$
279
$
( 651 )
$
71,806
Obligations of states and political subdivisions
6,320
5
( 547 )
5,778
Corporate securities
7,000
—
( 421 )
6,579
Residential government-sponsored collateralized mortgage obligations
63,216
607
( 16 )
63,807
Agency commercial mortgage-backed securities
19,013
—
( 2,048 )
16,965
SBA pool securities
6,499
7
( 64 )
6,442
Total
$
174,226
$
898
$
( 3,747 )
$
171,377
The amortized cost, gross unrecognized gains and losses, allowance for credit losses and fair value of investment securities HTM were as follows ($ in thousands):
Amortized
Gross Unrecognized
Allowance for
Fair
Cost
Gains
Losses
Credit Losses
Value
March 31, 2026
Residential government-sponsored mortgage-backed securities
$
5,273
$
2
$
( 411 )
$
—
$
4,864
Obligations of states and political subdivisions
1,519
—
( 40 )
—
1,479
Total
$
6,792
$
2
$
( 451 )
$
—
$
6,343
Amortized
Gross Unrecognized
Allowance for
Fair
Cost
Gains
Losses
Credit Losses
Value
December 31, 2025
Residential government-sponsored mortgage-backed securities
$
5,462
$
2
$
( 397 )
$
—
$
5,067
Obligations of states and political subdivisions
1,519
—
( 26 )
—
1,493
Total
$
6,981
$
2
$
( 423 )
$
—
$
6,560
AFS investment securities of $ 8 million and $ 9 million were purchased during the three months ended March 31, 2026 and 2025, respectively. No HTM investments were purchased during the three months ended March 31, 2026 and 2025. No investment securities were sold during the three months ended March 31, 2026 and 2025.
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The amortized cost and fair value of AFS and HTM investment securities as of March 31, 2026, by contractual maturity, were as follows ($ in thousands). Investment securities not due at a single maturity date are shown separately.
Available-for-Sale
Held-to-Maturity
Amortized
Amortized
Cost
Fair Value
Cost
Fair Value
Due within one year
$
605
$
601
$
—
$
—
Due in one to five years
6,220
6,187
1,014
992
Due in five to ten years
4,745
4,158
505
487
Due after ten years
1,205
1,051
—
—
Residential government-sponsored mortgage-backed securities
72,966
71,915
5,273
4,864
Residential government-sponsored collateralized mortgage obligations
65,554
65,628
—
—
Agency commercial mortgage-backed securities
18,089
16,074
—
—
SBA pool securities
6,333
6,263
—
—
Total
$
175,717
$
171,877
$
6,792
$
6,343
Investment securities with a carrying amount of approximately $ 168 million and $ 26 million at March 31, 2026 and December 31, 2025, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the FHLB of Atlanta and repurchase agreements.
Management measures expected credit losses on HTM securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Regarding U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. Regarding securities issued by states and political subdivisions and other HTM securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of March 31, 2026, Primis did not have a material allowance for credit losses on HTM securities.
As of March 31, 2026 and December 31, 2025, there were 45 and 40 , respectively, of investment securities AFS that were in an unrealized loss position. The unrealized losses related to investment securities AFS as of March 31, 2026 and December 31, 2025, relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Primis performs quantitative analysis and if needed, a qualitative analysis in this determination. As a result of the Company’s analysis, none of the securities were deemed to require an allowance for credit loss. Primis has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.
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The following tables present information regarding investment securities AFS and HTM in a continuous unrealized loss position as of March 31, 2026 and December 31, 2025 by duration of time in a loss position ($ in thousands):
Less than 12 months
12 Months or More
Total
March 31, 2026
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Available-for-Sale
value
Losses
value
Losses
value
Losses
Residential government-sponsored mortgage-backed securities
$
57,307
$
( 521 )
$
4,772
$
( 602 )
$
62,079
$
( 1,123 )
Obligations of states and political subdivisions
—
—
3,770
( 555 )
3,770
( 555 )
Corporate securities
—
—
6,770
( 230 )
6,770
( 230 )
Residential government-sponsored collateralized mortgage obligations
32,858
( 249 )
—
—
32,858
( 249 )
Agency commercial mortgage-backed securities
—
—
16,075
( 2,015 )
16,075
( 2,015 )
SBA pool securities
3,891
( 57 )
1,788
( 19 )
5,679
( 76 )
Total
$
94,056
$
( 827 )
$
33,175
$
( 3,421 )
$
127,231
$
( 4,248 )
Less than 12 months
12 Months or More
Total
March 31, 2026
Fair
Unrecognized
Fair
Unrecognized
Fair
Unrecognized
Held-to-Maturity
value
Losses
value
Losses
value
Losses
Residential government-sponsored mortgage-backed securities
$
—
$
—
$
4,799
$
( 411 )
$
4,799
$
( 411 )
Obligations of states and political subdivisions
—
—
899
( 40 )
899
( 40 )
Total
$
—
$
—
$
5,698
$
( 451 )
$
5,698
$
( 451 )
Less than 12 months
12 Months or More
Total
December 31, 2025
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Available-for-Sale
value
Losses
value
Losses
value
Losses
Residential government-sponsored mortgage-backed securities
$
27,502
$
( 43 )
$
4,802
$
( 608 )
$
32,304
$
( 651 )
Obligations of states and political subdivisions
—
—
4,323
( 547 )
4,323
( 547 )
Corporate securities
—
—
6,579
( 421 )
6,579
( 421 )
Residential government-sponsored collateralized mortgage obligations
14,090
( 16 )
—
—
14,090
( 16 )
Government-sponsored agency securities
—
—
—
—
—
—
Agency commercial mortgage-backed securities
—
—
16,965
( 2,048 )
16,965
( 2,048 )
SBA pool securities
—
—
6,004
( 64 )
6,004
( 64 )
Total
$
41,592
$
( 59 )
$
38,673
$
( 3,688 )
$
80,265
$
( 3,747 )
Less than 12 months
12 Months or More
Total
December 31, 2025
Fair
Unrecognized
Fair
Unrecognized
Fair
Unrecognized
Held-to-Maturity
value
Losses
value
Losses
value
Losses
Residential government-sponsored mortgage-backed securities
$
—
$
—
$
5,001
$
( 397 )
$
5,001
$
( 397 )
Obligations of states and political subdivisions
—
—
913
( 26 )
913
( 26 )
Total
$
—
$
—
$
5,914
$
( 423 )
$
5,914
$
( 423 )
13
Table of Contents
3. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The following table summarizes the composition of our loan portfolio as of March 31, 2026 and December 31, 2025 ($ in thousands):
March 31, 2026
December 31, 2025
Loans held for sale, at fair value
$
181,715
$
166,066
Loans held for sale, at lower of cost or market
41,465
—
Total loans held for sale
$
223,180
$
166,066
Loans held for investment
Loans secured by real estate:
Commercial real estate - owner occupied (1)
$
534,897
$
510,088
Commercial real estate - non-owner occupied
540,154
567,091
Secured by farmland
2,386
3,408
Construction and land development
151,426
131,757
Residential 1-4 family
560,711
576,866
Multi-family residential
150,475
140,261
Home equity lines of credit
61,786
61,738
Total real estate loans
2,001,835
1,991,209
Commercial loans (2)
1,104,438
970,492
Paycheck Protection Program loans
1,716
1,719
Consumer loans
283,605
315,407
Total Non-PCD loans
3,391,594
3,278,827
PCD loans
4,772
4,856
Total loans held for investment
$
3,396,366
$
3,283,683
(1) Includes $ 6 million related to loans collateralizing secured borrowings as of both March 31, 2026 and December 31, 2025.
(2) Includes $ 9 million related to loans collateralizing secured borrowings as of both March 31, 2026 and December 31, 2025.
Consumer Program Loans
The Company had $ 82 million and $ 90 million of amortized cost balance of loans outstanding in the Consumer Program as of March 31, 2026 and December 31, 2025, respectively, or 2 % and 3 %, respectively of our total gross loan portfolio as of each date. Loans in the Consumer Program are included within the consumer loans category disclosures in this footnote. As of March 31, 2026, 1 % of the loans were in a promotional period requiring no payment of interest, with approximately 50 % of these promotional loan periods ending through the second quarter of 2026.
Accrued Interest Receivable
Accrued interest receivable on loans totaled $ 19 million and $ 18 million as of March 31, 2026 and December 31, 2025, respectively, and is included in other assets in the consolidated balance sheets.
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, Primis considers the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to the Company’s collateral position. Regulatory provisions typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is
14
Table of Contents
discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.
The following tables present the aging of the recorded investment in past due loans by class of loans held for investment as of March 31, 2026 and December 31, 2025 ($ in thousands):
30 - 59
60 - 89
90
Days
Days
Days
Total
Loans Not
Total
March 31, 2026
Past Due
Past Due
or More
Past Due
Past Due
Loans
Commercial real estate - owner occupied
$
6,040
$
3,130
$
1,411
$
10,581
$
524,316
$
534,897
Commercial real estate - non-owner occupied
30,716
39,130
685
70,531
469,623
540,154
Secured by farmland
—
—
—
—
2,386
2,386
Construction and land development
17
12,261
389
12,667
138,759
151,426
Residential 1-4 family
6,336
606
1,994
8,936
551,775
560,711
Multi- family residential
—
498
—
498
149,977
150,475
Home equity lines of credit
209
64
66
339
61,447
61,786
Commercial loans
3,479
4,240
21,460
29,179
1,075,259
1,104,438
Paycheck Protection Program loans
—
3
1,713
1,716
—
1,716
Consumer loans
1,985
1,326
237
3,548
280,057
283,605
Total Non-PCD loans
48,782
61,258
27,955
137,995
3,253,599
3,391,594
PCD loans
—
—
—
—
4,772
4,772
Total
$
48,782
$
61,258
$
27,955
$
137,995
$
3,258,371
$
3,396,366
30 - 59
60 - 89
90
Days
Days
Days
Total
Loans Not
Total
December 31, 2025
Past Due
Past Due
or More
Past Due
Past Due
Loans
Commercial real estate - owner occupied
$
5,187
$
188
$
1,412
$
6,787
$
503,301
$
510,088
Commercial real estate - non-owner occupied
31,069
48,022
—
79,091
488,000
567,091
Secured by farmland
—
—
—
—
3,408
3,408
Construction and land development
12,259
407
—
12,666
119,091
131,757
Residential 1-4 family
2,071
498
2,274
4,843
572,023
576,866
Multi- family residential
1,544
—
—
1,544
138,717
140,261
Home equity lines of credit
80
58
—
138
61,600
61,738
Commercial loans
2,384
20,642
1,972
24,998
945,494
970,492
Paycheck Protection Program loans
3
—
1,714
1,717
2
1,719
Consumer loans
2,095
1,101
149
3,345
312,062
315,407
Total Non-PCD loans
56,692
70,916
7,521
135,129
3,143,698
3,278,827
PCD loans
—
—
—
—
4,856
4,856
Total
$
56,692
$
70,916
$
7,521
$
135,129
$
3,148,554
$
3,283,683
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Table of Contents
The amortized cost, by class, of loans and leases on nonaccrual status as of March 31, 2026 and December 31, 2025, was as follows ($ in thousands):
90 Days
Less Than
Total
Nonaccrual With
Past Due
90 Days
Nonaccrual
No Credit
March 31, 2026
or More
Past Due
Loans
Loss Allowance
Commercial real estate - owner occupied
$
1,411
$
462
$
1,873
$
548
Commercial real estate - non-owner occupied
685
39,129
39,814
360
Secured by farmland
—
249
249
249
Construction and land development
389
123
512
512
Residential 1-4 family
1,994
3,561
5,555
5,555
Home equity lines of credit
66
436
502
502
Commercial loans
2,951
31,413
34,364
8,697
Consumer loans
237
677
914
914
Total Non-PCD loans
7,733
76,050
83,783
17,337
PCD loans
—
1,166
1,166
1,166
Total
$
7,733
$
77,216
$
84,949
$
18,503
90 Days
Less Than
Total
Nonaccrual With
Past Due
90 Days
Nonaccrual
No Credit
December 31, 2025
or More
Past Due
Loans
Loss Allowance
Commercial real estate - owner occupied
$
1,412
$
472
$
1,884
$
559
Commercial real estate - non-owner occupied
—
39,841
39,841
360
Secured by farmland
—
275
275
275
Construction and land development
—
499
499
499
Residential 1-4 family
2,274
3,846
6,120
6,120
Home equity lines of credit
—
498
498
498
Commercial loans
1,972
31,661
33,633
8,661
Consumer loans
149
730
879
879
Total Non-PCD loans
5,807
77,822
83,629
17,851
PCD loans
—
1,194
1,194
1,193
Total
$
5,807
$
79,016
$
84,823
$
19,044
There were $ 2 million of PPP loans greater than 90 days past due and still accruing as of both March 31, 2026 and December 31, 2025 .
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Table of Contents
The following table presents nonaccrual loans as of March 31, 2026 by class and year of origination ($ in thousands):
Revolving
Loans
Revolving
Converted
2026
2025
2024
2023
2022
Prior
Loans
To Term
Total
Commercial real estate - owner occupied
$
—
$
—
$
—
$
—
$
87
$
1,786
$
—
$
—
$
1,873
Commercial real estate - non-owner occupied
—
—
—
—
324
39,490
—
—
39,814
Secured by farmland
—
—
—
—
—
249
—
—
249
Construction and land development
—
—
—
—
—
512
—
—
512
Residential 1-4 family
—
721
112
—
517
3,841
67
297
5,555
Home equity lines of credit
—
—
—
—
—
—
502
—
502
Commercial loans
—
1
8,504
209
22,086
1,370
2,077
117
34,364
Consumer loans
—
7
25
107
479
291
—
5
914
Total non-PCD nonaccruals
—
729
8,641
316
23,493
47,539
2,646
419
83,783
PCD loans
—
—
—
—
—
1,166
—
—
1,166
Total nonaccrual loans
$
—
$
729
$
8,641
$
316
$
23,493
$
48,705
$
2,646
$
419
$
84,949
Interest received on nonaccrual loans was $ 722 thousand for the three months ended March 31, 2026, and immaterial for the three months ended March 31, 2025.
Modifications Provided to Borrowers Experiencing Financial Difficulty
The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly for commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rates for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers.
The assessments of whether a borrower is experiencing financial difficulty at the time a concession has been granted is inherently subjective in nature, and management’s judgment is required when determining whether the concession results in a modification that is accounted for as a new loan or a continuation of the existing loan under GAAP.
Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, loans modified as a result of borrowers experiencing financial difficulty are typically modified through reductions in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies certain loans by providing principal forgiveness. When principal forgiveness is provided, the amortized cost basis of the loan is written off against the allowance. The amount of the principal forgiveness is deemed to be uncollectible; therefore,
17
Table of Contents
that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.
If it is determined that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. At that time, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
The following table provides a summary of the amortized cost basis of loan modifications to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025 and the related percentage of the class of the loan portfolio period-end balance by the type of modification as of March 31, 2026 and 2025, excluding Consumer Program loans ($ in thousands):
For the three months ended March 31, 2026
For the three months ended March 31, 2025
Payment Deferral
Interest Only Payment Periods
Total
Payment Deferral
Interest Only Payment Periods
Total
$
%
$
%
$
%
$
%
$
%
$
%
Commercial real estate - non-owner occupied
$
—
—
%
$
7,047
1.30
%
$
7,047
1.30
%
$
—
—
%
$
—
—
%
$
—
—
%
Total
$
—
—
%
$
7,047
$
7,047
0.21
%
$
—
—
%
$
—
$
—
—
%
The following table depicts the performance of loans as of March 31, 2026, at amortized cost, that have been modified to borrowers experiencing financial difficulty in the last 12 months ($ in thousands):
Payment Status
Current
30-59 days past due
60-89 days past due
90 days or more
Commercial real estate - owner occupied
$
2,124
$
—
$
—
$
—
Commercial real estate - non-owner occupied
7,047
30,716
39,129
—
Multi- family residential
—
—
498
—
Commercial loans
23,262
—
476
—
Total
$
32,433
$
30,716
$
40,103
$
—
Consumer Program Modifications
The Company began offering modifications to Consumer Program borrowers beginning on January 1, 2025, in an attempt to enhance collections of delinquent loans and mitigate charge-offs. The primary type of modifications were principal forgiveness of portions of outstanding principal owed and a combination of term modifications to extend maturity dates and interest rate reductions (primarily on promotional loans).
The following table provides a summary of the loan modifications to Consumer Program borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025, by the type of modification ($ in thousands):
For the three months ended March 31, 2026
For the three months ended March 31, 2025
Total
Average
Average
Average
Average
Amortized
Term
Rate Change
Total
Term
Rate Change
# of
Cost
Adjustment
of Modified
# of
Amount
Adjustment
of Modified
Loans
Modified
(Years)
Loans
Loans
Modified
(Years)
Loans
Term and Interest Rate
55
$
715
3.1
( 6.78 )
%
—
$
—
—
—
%
Term only
—
$
—
—
N/A
%
145
$
1,809
3.3
N/A
%
Principal Forgiveness
24
$
158
N/A
N/A
%
50
$
524
N/A
N/A
%
18
Table of Contents
The following table provides a status as of March 31, 2026 of the amortized cost of Consumer Program loans modified in the last 12 months by the type of modification ($ in thousands):
Term and
Interest
Rate
Term
Principal
Status
Modifications
Modifications
Modifications
Current
$
5,598
$
90
$
103
1-30 days past due
$
445
$
—
$
—
31-60 days past due
$
391
$
7
$
—
61-90 days past due
$
308
$
17
$
55
Credit Quality Indicators
For each class of loan, the primary credit quality indicator used for evaluating credit quality and estimating the ACL is risk rating categories of Pass, Pass/Watch, Special Mention, Substandard, and Doubtful. Through its system of internal controls, Primis evaluates and segments loan portfolio credit quality using regulatory definitions for Pass, Special Mention, Substandard, and Doubtful. Special Mention loans are considered “criticized”, while loans classified as Substandard or Doubtful are considered “classified”.
The risk levels, as described below, do not necessarily follow the regulatory definitions of risk levels with the same name. A general description of the characteristics of the risk levels follows:
Pass is determined by the following criteria:
● Risk rated 1 loans have little or no risk and are generally secured by cash or cash equivalents;
● Risk rated 2 loans have minimal risk to well qualified borrowers and no significant questions as to safety;
● Risk rated 3 loans are satisfactory loans with strong borrowers and secondary sources of repayment;
● Risk rated 4 loans are satisfactory loans with borrowers not as strong as risk rated 3 loans and may exhibit a greater degree of financial risk based on the type of business supporting the loan.
In the first quarter of 2026, the Company expanded its risk grade matrix to include Risk Grade 5 – “Pass/Watch” that is determined by the following criteria:
● Risk rated 5 loans are pass loans that warrant more than the normal level of supervision and have the possibility of an event occurring that may weaken the borrower’s ability to repay.
Special Mention is determined by the following criteria:
● Risk rated 6 loans are special mention loans that have increasing potential weaknesses beyond those at which the loan originally was granted and if not addressed could lead to inadequately protecting the Company’s credit position.
Substandard is determined by the following criteria:
● Risk rated 7 loans are substandard loans and are inadequately protected by the current sound worth or paying capacity of the obligor or the collateral pledged. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful is determined by the following criteria:
● Risk rated 8 loans are doubtful of collection and the possibility of loss is high, but pending specific borrower plans for recovery, its classification as a loss is deferred until its more exact status is determined.
● Risk rated 9 loans are loans which are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.
In monitoring credit quality trends in the context of assessing the appropriate level of the ACL on loans, the Company monitors portfolio credit quality by the weighted-average risk grade of each class of loan.
19
Table of Contents
The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of March 31, 2026 ($ in thousands):
Revolving
Loans
Revolving
Converted
2026
2025
2024
2023
2022
Prior
Loans
To Term
Total
Commercial real estate - owner occupied
Pass
$
23,755
$
76,358
$
52,928
$
66,836
$
68,601
$
225,757
$
970
$
7,975
$
523,180
Pass/Watch
149
—
—
—
3,421
988
—
—
4,558
Special Mention
—
—
—
—
87
3,159
—
—
3,246
Substandard
—
—
—
—
—
3,913
—
—
3,913
Doubtful
—
—
—
—
—
—
—
—
—
$
23,904
$
76,358
$
52,928
$
66,836
$
72,109
$
233,817
$
970
$
7,975
$
534,897
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.49
3.29
3.21
3.57
3.46
3.48
3.54
3.74
3.44
Commercial real estate - nonowner occupied
Pass
$
6,971
$
15,853
$
21,436
$
27,564
$
21,296
$
315,248
$
7,483
$
3,286
$
419,137
Pass/Watch
—
—
—
—
—
562
—
—
562
Special Mention
—
6
—
—
17,272
4,274
—
—
21,552
Substandard
—
—
—
—
324
98,579
—
—
98,903
Doubtful
—
—
—
—
—
—
—
—
—
$
6,971
$
15,859
$
21,436
$
27,564
$
38,892
$
418,663
$
7,483
$
3,286
$
540,154
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
2.98
3.18
3.75
3.78
4.82
4.45
3.56
2.98
4.34
Secured by farmland
Pass
$
160
$
215
$
18
$
—
$
—
$
1,454
$
493
$
46
$
2,386
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
—
$
160
$
215
$
18
$
—
$
—
$
1,454
$
493
$
46
$
2,386
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
4.00
3.91
4.00
N/A
N/A
3.99
3.90
2.83
3.94
Construction and land development
Pass
$
14,739
$
77,064
$
11,705
$
7,325
$
32,837
$
6,783
$
461
$
—
$
150,914
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
512
—
—
512
Doubtful
—
—
—
—
—
—
—
—
—
$
14,739
$
77,064
$
11,705
$
7,325
$
32,837
$
7,295
$
461
$
—
$
151,426
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.84
3.12
3.02
3.87
3.63
3.60
3.65
N/A
3.36
Residential 1-4 family
Pass
$
18,034
$
56,401
$
22,673
$
21,085
$
132,307
$
296,286
$
5,433
$
2,606
$
554,825
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
268
—
—
268
Substandard
—
721
112
—
517
3,904
67
297
5,618
Doubtful
—
—
—
—
—
—
—
—
—
$
18,034
$
57,122
$
22,785
$
21,085
$
132,824
$
300,458
$
5,500
$
2,903
$
560,711
Current period gross charge offs
$
—
$
—
$
$
—
$
—
$
5
$
—
$
—
$
5
Weighted average risk grade
3.31
3.10
3.11
3.11
3.05
3.15
3.10
3.87
3.13
Multi- family residential
Pass
$
1,987
$
7,257
$
—
$
437
$
29,125
$
104,703
$
5,768
$
—
$
149,277
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
431
—
—
—
—
1
—
—
432
Substandard
—
—
—
—
—
498
—
268
766
Doubtful
—
—
—
—
—
—
—
—
—
$
2,418
$
7,257
$
—
$
437
$
29,125
$
105,202
$
5,768
$
268
$
150,475
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
4.36
4.00
N/A
3.00
3.39
3.38
3.75
7.00
3.45
Home equity lines of credit
Pass
$
—
$
589
$
210
$
399
$
376
$
604
$
58,192
$
104
$
60,474
Pass/Watch
—
—
—
—
—
—
736
—
736
Special Mention
—
—
—
—
—
—
—
6
6
Substandard
—
—
—
—
—
—
570
—
570
Doubtful
—
—
—
—
—
—
—
—
—
$
—
$
589
$
210
$
399
$
376
$
604
$
59,498
$
110
$
61,786
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
N/A
3.00
3.00
3.00
3.00
3.09
3.09
3.65
3.09
20
Table of Contents
Revolving
Loans
Revolving
Converted
2026
2025
2024
2023
2022
Prior
Loans
To Term
Total
Commercial loans
Pass
$
469,828
$
164,338
$
78,642
$
52,940
$
136,798
$
41,769
$
87,366
$
7,845
$
1,039,526
Pass/Watch
83
422
929
—
3,271
28
3,177
—
7,910
Special Mention
—
4,999
—
4
747
2,495
13,512
862
22,619
Substandard
—
—
956
208
22,086
1,398
2,069
117
26,834
Doubtful
—
—
7,549
—
—
—
—
—
7,549
$
469,911
$
169,759
$
88,076
$
53,152
$
162,902
$
45,690
$
106,124
$
8,824
$
1,104,438
Current period gross charge offs
$
—
$
—
$
$
$
—
$
—
$
—
$
$
—
Weighted average risk grade
3.02
3.48
3.68
3.52
3.60
3.83
3.72
4.02
3.36
Paycheck Protection Program loans
Pass
$
—
$
—
$
—
$
—
$
—
$
1,716
$
—
$
—
$
1,716
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
—
$
—
$
—
$
—
$
—
$
—
$
1,716
$
—
$
—
$
1,716
Current period gross charge offs
$
—
$
—
$
—
$
—
$
$
—
$
—
$
—
$
—
Weighted average risk grade
N/A
N/A
N/A
N/A
N/A
2.00
N/A
N/A
2.00
Consumer loans
Pass
$
3,651
$
15,813
$
37,704
$
33,707
$
164,917
$
18,972
$
7,488
$
511
$
282,763
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
—
—
1
8
54
27
—
—
90
Substandard
—
7
12
84
434
210
—
5
752
Doubtful
—
—
—
—
—
—
—
—
—
$
3,651
$
15,820
$
37,717
$
33,799
$
165,405
$
19,209
$
7,488
$
516
$
283,605
Current period gross charge offs
$
—
$
102
$
701
$
1,070
$
586
$
137
$
—
$
—
$
2,596
Weighted average risk grade
4.00
23.11
9.33
10.86
4.29
20.06
2.46
4.03
7.81
PCD
Pass
$
—
$
—
$
—
$
—
$
—
$
2,388
$
—
$
—
$
2,388
Pass/Watch
—
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
1,098
—
—
1,098
Substandard
—
—
—
—
—
1,286
—
—
1,286
Doubtful
—
—
—
—
—
—
—
—
—
$
—
$
—
$
—
$
—
$
—
$
4,772
$
—
$
—
$
4,772
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
N/A
N/A
N/A
N/A
N/A
5.17
N/A
N/A
5.17
Total
$
539,788
$
420,043
$
234,875
$
210,597
$
634,470
$
1,138,880
$
193,785
$
23,928
$
3,396,366
Current period gross charge offs
$
—
$
102
$
701
$
1,070
$
586
$
142
$
—
$
—
$
2,601
Weighted average risk grade
3.08
4.06
4.40
4.72
3.71
4.04
3.46
3.80
3.86
21
Table of Contents
The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of December 31, 2025 ($ in thousands):
Revolving
Loans
Revolving
Converted
2025
2024
2023
2022
2021
Prior
Loans
To Term
Total
Commercial real estate - owner occupied
Pass
$
70,931
$
53,252
$
62,228
$
72,651
$
58,092
$
176,323
$
1,407
$
8,028
$
502,912
Special Mention
—
—
—
—
—
3,165
—
—
3,165
Substandard
—
—
—
87
187
3,737
—
—
4,011
Doubtful
—
—
—
—
—
—
—
—
—
$
70,931
$
53,252
$
62,228
$
72,738
$
58,279
$
183,225
$
1,407
$
8,028
$
510,088
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.32
3.21
3.54
3.41
3.42
3.46
3.46
3.74
3.42
Commercial real estate - nonowner occupied
Pass
$
15,950
$
21,700
$
42,907
$
27,724
$
41,446
$
282,205
$
11,365
$
3,315
$
446,612
Special Mention
—
—
—
17,276
—
4,379
—
—
21,655
Substandard
—
—
—
—
98,562
262
—
—
98,824
Doubtful
—
—
—
—
—
—
—
—
—
$
15,950
$
21,700
$
42,907
$
45,000
$
140,008
$
286,846
$
11,365
$
3,315
$
567,091
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.20
3.74
3.61
3.85
5.22
3.70
3.71
2.98
4.07
Secured by farmland
Pass
$
406
$
21
$
—
$
—
$
—
$
2,031
$
616
$
59
$
3,133
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
275
—
—
275
Doubtful
—
—
—
—
—
—
—
—
—
$
406
$
21
$
—
$
—
$
—
$
2,306
$
616
$
59
$
3,408
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.95
4.00
N/A
N/A
N/A
4.23
3.93
2.92
4.12
Construction and land development
Pass
$
69,022
$
12,971
$
7,081
$
34,816
$
166
$
6,741
$
461
$
—
$
131,258
Special Mention
—
—
—
—
—
499
—
—
499
Substandard
—
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
—
$
69,022
$
12,971
$
7,081
$
34,816
$
166
$
7,240
$
461
$
—
$
131,757
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.10
3.00
3.90
3.63
3.99
3.51
3.65
N/A
3.30
Residential 1-4 family
Pass
$
53,742
$
38,550
$
23,232
$
141,982
$
123,591
$
182,506
$
4,861
$
2,663
$
571,127
Special Mention
—
—
—
—
—
267
—
—
267
Substandard
—
115
—
517
—
4,003
283
554
5,472
Doubtful
—
—
—
—
—
—
—
—
—
$
53,742
$
38,665
$
23,232
$
142,499
$
123,591
$
186,776
$
5,144
$
3,217
$
576,866
Current period gross charge offs
$
—
$
—
$
67
$
—
$
—
$
5
$
—
$
—
$
72
Weighted average risk grade
3.06
3.34
3.10
3.09
3.04
3.21
3.22
3.94
3.14
Multi- family residential
Pass
$
7,009
$
—
$
440
$
21,344
$
22,656
$
82,644
$
5,384
$
—
$
139,477
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
513
—
271
784
Doubtful
—
—
—
—
—
—
—
—
—
$
7,009
$
—
$
440
$
21,344
$
22,656
$
83,157
$
5,384
$
271
$
140,261
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
4.00
N/A
3.00
3.17
3.23
3.41
3.82
6.00
3.39
Home equity lines of credit
Pass
$
562
$
215
$
420
$
355
$
312
$
325
$
58,893
$
107
$
61,189
Special Mention
—
—
—
—
—
( 1 )
—
—
( 1 )
Substandard
—
—
—
—
—
( 2 )
540
12
550
Doubtful
—
—
—
—
—
—
—
—
—
$
562
$
215
$
420
$
355
$
312
$
322
$
59,433
$
119
$
61,738
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
3.00
3.00
3.00
3.00
3.00
3.17
3.06
3.71
3.06
Commercial loans
Pass
$
169,480
$
399,604
$
55,482
$
143,884
$
25,566
$
19,446
$
92,493
$
8,292
$
914,247
Special Mention
4,994
—
—
769
2,278
1
13,510
885
22,437
Substandard
—
30
212
22,281
383
1,156
2,065
132
26,259
Doubtful
—
7,549
—
—
—
—
—
—
7,549
$
174,474
$
407,183
$
55,694
$
166,934
$
28,227
$
20,603
$
108,068
$
9,309
$
970,492
Current period gross charge offs
$
—
$
—
$
2
$
28
$
—
$
—
$
—
$
732
$
762
Weighted average risk grade
3.44
3.12
3.45
3.41
3.92
3.46
3.52
3.92
3.33
22
Table of Contents
Revolving
Loans
Revolving
Converted
2025
2024
2023
2022
2021
Prior
Loans
To Term
Total
Paycheck Protection Program loans
Pass
$
—
$
—
$
—
$
—
$
849
$
870
$
—
$
—
$
1,719
Special Mention
—
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
—
$
—
$
—
$
—
$
—
$
849
$
870
$
—
$
—
$
1,719
Current period gross charge offs
$
—
$
—
$
—
$
—
$
173
$
—
$
—
$
—
$
173
Weighted average risk grade
N/A
N/A
N/A
N/A
2.00
2.00
N/A
N/A
2.00
Consumer loans
Pass
$
10,533
$
96,784
$
14,093
$
152,174
$
16,843
$
2,590
$
20,868
$
534
$
314,419
Special Mention
—
—
3
28
—
17
—
—
48
Substandard
—
10
86
517
315
2
—
10
940
Doubtful
—
—
—
—
—
—
—
—
—
$
10,533
$
96,794
$
14,182
$
152,719
$
17,158
$
2,609
$
20,868
$
544
$
315,407
Current period gross charge offs
$
264
$
3,255
$
13,490
$
15,838
$
402
$
68
$
9
$
—
$
33,326
Weighted average risk grade
4.00
4.00
3.03
2.69
3.08
4.01
2.20
4.04
3.16
PCD
Pass
$
—
$
—
$
—
$
—
$
—
$
2,426
$
—
$
—
$
2,426
Special Mention
—
—
—
—
—
1,113
—
—
1,113
Substandard
—
—
—
—
—
1,317
—
—
1,317
Doubtful
—
—
—
—
—
—
—
—
—
$
—
$
—
$
—
$
—
$
—
$
4,856
$
—
$
—
$
4,856
Current period gross charge offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Weighted average risk grade
N/A
N/A
N/A
N/A
N/A
4.67
N/A
N/A
4.67
Total
$
402,629
$
630,801
$
206,184
$
636,405
$
391,246
$
778,810
$
212,746
$
24,862
$
3,283,683
Current period gross charge offs
$
264
$
3,255
$
13,559
$
15,866
$
575
$
73
$
9
$
732
$
34,333
Weighted average risk grade
3.33
3.29
3.46
3.20
3.95
3.50
3.27
3.76
3.42
Revolving loans that were converted to term loans during the three months ended March 31, 2026 and 2025 were as follows ($ in thousands):
For the three months ended March 31, 2026
For the three months ended March 31, 2025
Commercial real estate - non-owner occupied
$
—
$
16
Residential 1-4 family
—
167
Commercial loans
62
946
Total loans
$
62
$
1,129
The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure were $ 1 million at both March 31, 2026 and December 31, 2025.
Allowance For Credit Losses – Loans
The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. The accounting policy related to the allowance for credit losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance required to account for the expected losses in the loan portfolio and the material effect such estimation, judgment, and uncertainty can have on the consolidated financial results.
In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. For allowance modeling purposes, our loan pools include but are not limited to (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction and land development, (iv) commercial, (v) agricultural loans, (vi) residential 1-4 family and (vii) consumer loans. We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary. For each loan pool, we measure expected credit losses over the life of each loan utilizing
23
Table of Contents
a combination of inputs: (i) probability of default, (ii) probability of attrition, (iii) loss given default and (iv) exposure at default. Internal data is supplemented by, but not replaced by, peer data when required, primarily to determine the probability of default input. The various pool-specific inputs may be adjusted for current macroeconomic assumptions. Significant macroeconomic variables utilized in our allowance models include, among other things, (i) National Gross Domestic Product, (ii) Virginia House Price Index, and (iii) Virginia unemployment rates.
Management applies qualitative adjustments to model results for risk factors that are not considered within our quantitative modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. Qualitative factor (“Q-Factor”) adjustments are driven by key risk indicators that management tracks on a pool-by-pool basis.
In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.
The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of March 31, 2026 and December 31, 2025, calculated in accordance with ASC 326 ($ in thousands).
Commercial
Commercial
Home
Real Estate
Real Estate
Construction
Equity
Owner
Non-owner
Secured by
and Land
1-4 Family
Multi-Family
Lines Of
Commercial
Consumer
PCD
March 31, 2026
Occupied
Occupied
Farmland
Development
Residential
Residential
Credit
Loans
Loans
Loans
Total
Modeled expected credit losses
$
5,344
$
3,249
$
1
$
1,165
$
5,797
$
667
$
405
$
5,761
$
3,220
$
—
$
25,609
Q-factor and other qualitative adjustments
375
1,117
4
62
771
665
23
621
296
—
3,934
Specific allocations
334
10,487
—
—
112
—
—
5,670
235
—
16,838
Total
$
6,053
$
14,853
$
5
$
1,227
$
6,680
$
1,332
$
428
$
12,052
$
3,751
$
—
$
46,381
Commercial
Commercial
Home
Real Estate
Real Estate
Construction
Equity
Owner
Non-owner
Secured by
and Land
1-4 Family
Multi-Family
Lines Of
Commercial
Consumer
PCD
December 31, 2025
Occupied
Occupied
Farmland
Development
Residential
Residential
Credit
Loans
Loans
Loans
Total
Modeled expected credit losses
$
4,915
$
3,796
$
1
$
689
$
6,070
$
709
$
408
$
5,597
$
3,650
$
—
$
25,835
Q-factor and other qualitative adjustments
433
1,109
29
59
670
659
20
443
395
—
3,817
Specific allocations
334
10,424
—
—
112
—
—
5,157
204
—
16,231
Total
$
5,682
$
15,329
$
30
$
748
$
6,852
$
1,368
$
428
$
11,197
$
4,249
$
—
$
45,883
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Activity in the allowance for credit losses by class of loan for the three months ended March 31, 2026 and 2025 is summarized below ($ in thousands):
Commercial
Commercial
Real Estate
Real Estate
Construction
Home Equity
For the Three Months Ended
Owner
Non-owner
Secured by
and Land
1-4 Family
Multi-Family
Lines Of
Commercial
Consumer
PCD
March 31, 2026
Occupied
Occupied
Farmland
Development
Residential
Residential
Credit
Loans
Loans
Loans
Total
Allowance for credit losses:
Beginning balance
$
5,682
$
15,329
$
30
$
748
$
6,852
$
1,368
$
428
$
11,197
$
4,249
$
—
$
45,883
Provision (recovery)
371
( 478 )
( 25 )
479
( 167 )
( 36 )
( 1 )
780
626
—
1,549
Charge offs
—
—
—
—
( 5 )
—
—
—
( 2,596 )
—
( 2,601 )
Recoveries
—
2
—
—
—
—
1
75
1,472
—
1,550
Ending balance
$
6,053
$
14,853
$
5
$
1,227
$
6,680
$
1,332
$
428
$
12,052
$
3,751
$
—
$
46,381
For the Three Months Ended
March 31, 2025
Allowance for credit losses:
Beginning balance
$
5,899
$
6,966
$
20
$
1,203
$
6,819
$
1,620
$
533
$
10,794
$
19,625
$
245
$
53,724
Provision (recovery)
( 202 )
( 54 )
2
( 116 )
( 282 )
( 132 )
( 75 )
511
1,969
( 25 )
1,596
Charge offs
—
—
—
—
—
—
—
( 206 )
( 14,128 )
—
( 14,334 )
Recoveries
—
—
—
—
—
—
1
—
3,034
—
3,035
Ending balance
$
5,697
$
6,912
$
22
$
1,087
$
6,537
$
1,488
$
459
$
11,099
$
10,500
$
220
$
44,021
Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to the collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines. All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days except for the Consumer Program loans that are charged-off once they become 90 days past due.
The following table presents the principal balance of loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of March 31, 2026 and December 31, 2025 ($ in thousands):
March 31, 2026
December 31, 2025
Loan
Specific
Loan
Specific
Balance
Allocations
Balance
Allocations
Commercial real estate - owner occupied
$
3,728
$
334
$
3,737
$
334
Commercial real estate - non-owner occupied
98,904
10,487
98,922
10,424
Secured by farmland
249
—
275
—
Construction and land development
389
—
389
—
Residential 1-4 family
3,439
112
5,129
112
Multi- family residential
766
—
784
—
Commercial loans
33,778
5,670
33,034
5,157
Consumer loans
11,377
235
15,057
204
Total non-PCD loans
152,630
16,838
157,327
16,231
PCD loans
4,772
—
4,856
-
Total loans
$
157,402
$
16,838
$
162,183
$
16,231
A loan is collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the sale of the collateral. The expected credit loss for collateral-dependent loans is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, adjusted for the estimated cost to sell. Fair value estimates for collateral-dependent loans are derived from appraised values based on the current market value or the “as is” value of the collateral, normally from recently received and reviewed appraisals.
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Table of Contents
The Company calculates expected credit losses on collateral-dependent loans as described when foreclosure is probable and also elects to apply it in instances when foreclosure is not probable as allowed by ASC 326.
Commercial real estate, loans secured by farmland, construction and land development, residential 1-4 family, multi-family, and home equity line of credit loans are secured by liens on real estate properties. Commercial loans are secured by business assets (inventory, equipment, receivables), residential real estate, and other non-real estate collateral. There have been no significant changes in collateral securing any of our collateral-dependent loans from December 31, 2025 to March 31, 2026. The following table presents a breakdown between loans at amortized cost that were evaluated on an individual basis and identified as collateral dependent loans and non-collateral dependent loans, by loan portfolio segment and their collateral value as of March 31, 2026 and December 31, 2025 ($ in thousands).
March 31, 2026
December 31, 2025
Non
Non
Collateral
Collateral
Collateral
Collateral
Dependent
Dependent
Dependent
Dependent
Assets (1)
Assets (1)
Assets (1)
Assets (1)
Commercial real estate - owner occupied
$
3,461
$
—
$
3,485
$
—
Commercial real estate - non-owner occupied
30,231
69,845
30,015
70,431
Secured by farmland
517
—
1,146
—
Construction and land development
389
—
389
—
Residential 1-4 family
4,144
—
5,848
—
Multi- family residential
1,197
—
786
—
Commercial loans
33,609
—
32,889
—
Total loans
$
73,548
$
69,845
$
74,558
$
70,431
Collateral value
$
85,388
$
—
$
84,823
$
—
(1) Loan balances include PCD loans and are presented net of SBA guarantees.
4. DERIVATIVES
Mortgage Banking Derivatives and Financial Instruments
The Company enters into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 90 days), with borrowers who have applied for a loan and have met certain credit and underwriting criteria. The IRLCs are adjusted for estimated costs to originate the loan as well as the probability that the mortgage loan will fund within the terms of the IRLC (the pull through rate). Estimated costs to originate include loan officer commissions and overrides. The pull through rate is estimated on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. The Company obtains an analysis from a third party on a monthly basis to support the reasonableness of the pull through estimate.
Best efforts and mandatory forward loan sale commitments are commitments to sell individual mortgage loans using both best efforts and mandatory delivery at a fixed price to an investor at a future date. Forward loan sale commitments that are mandatory delivery are accounted for as derivatives and carried at fair value, determined as the amount that would be necessary to settle the derivative financial instrument at the balance sheet date. Forward loan sale commitments that are best efforts are not derivatives but can be and have been accounted for at fair value, determined in a similar manner to those that are mandatory delivery. Forward loan sale commitments are recorded on the balance sheet as derivative assets and derivative liabilities with changes in their fair values recorded in mortgage banking income in the statement of operations.
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Table of Contents
The key unobservable inputs used in determining the fair value of IRLCs are as follows as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
Average pull through rates
90.3
%
82.8
%
Average costs to originate
1.3
%
1.3
%
The following summarizes derivative and non-derivative financial instruments as of March 31, 2026 and December 31, 2025 ($ in thousands):
March 31, 2026
Fair
Notional
Derivative financial instruments:
Value
Amount
Derivative assets (1)
$
2,977
$
281,344
Derivative liabilities
$
—
$
—
March 31, 2026
Fair
Notional
Non-derivative financial instruments:
Value
Amount
Best efforts assets
$
461
$
33,094
December 31, 2025
Fair
Notional
Derivative financial instruments:
Value
Amount
Derivative assets (1)
$
1,389
$
52,702
Derivative liabilities
$
121
$
132,500
December 31, 2025
Fair
Notional
Non-derivative financial instruments:
Value
Amount
Best efforts assets
$
169
$
15,100
(1) Pull through rate adjusted .
The notional amounts of mortgage loans held for sale not committed to investors was $ 102 million and $ 90 million as of March 31, 2026 and December 31, 2025, respectively.
The Company has exposure to credit loss in the event of contractual non-performance by its trading counterparties in derivative instruments that the Company uses in its rate risk management activities. The Company manages this credit risk by selecting only counterparties that the Company believes to be financially strong, spreading the risk among multiple counterparties, by placing contractual limits on the amount of unsecured credit extended to any single counterparty and by entering into netting agreements with counterparties, as appropriate .
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Table of Contents
5. FAIR VALUE
ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Total at
Identical Assets
Inputs
Inputs
(dollars in thousands)
March 31, 2026
(Level 1)
(Level 2)
(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities
$
71,915
$
—
$
71,915
$
—
Obligations of states and political subdivisions
5,227
—
5,227
—
Corporate securities
6,770
—
6,770
—
Residential government-sponsored collateralized mortgage obligations
65,628
—
65,628
—
Agency commercial mortgage-backed securities
16,074
—
16,074
—
SBA pool securities
6,263
—
6,263
—
171,877
—
171,877
—
Loans held for investment
150,074
—
150,074
—
Loans held for sale, at fair value
181,715
—
181,715
—
Mortgage banking financial assets
461
—
—
461
Mortgage banking derivative assets
2,977
—
—
2,977
Investment in Panacea Financial Holdings, Inc. common stock
6,899
—
—
6,899
Total assets
$
514,003
$
—
$
503,666
$
10,337
Liabilities:
Interest rate swaps, net
$
115
$
—
$
115
$
—
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Table of Contents
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Total at
Identical Assets
Inputs
Inputs
(dollars in thousands)
December 31, 2025
(Level 1)
(Level 2)
(Level 3)
Assets:
Available-for-sale securities
Residential government-sponsored mortgage-backed securities
$
71,806
$
—
$
71,806
$
—
Obligations of states and political subdivisions
5,778
—
5,778
—
Corporate securities
6,579
—
6,579
—
Residential government-sponsored collateralized mortgage obligations
63,807
—
63,807
—
Government-sponsored agency securities
—
—
—
—
Agency commercial mortgage-backed securities
16,965
—
16,965
—
SBA pool securities
6,442
—
6,442
—
171,377
—
171,377
—
Loans held for investment
150,178
—
150,178
—
Loans held for sale, at fair value
166,066
—
166,066
—
Consumer Program derivative
159
—
—
159
Mortgage banking financial assets
169
—
—
169
Mortgage banking derivative assets
1,389
—
—
1,389
Investment in Panacea Financial Holdings, Inc. common stock
6,899
—
—
6,899
Total assets
$
496,237
$
—
$
487,621
$
8,616
Liabilities:
Interest rate swaps, net
$
214
$
—
$
214
$
—
Mortgage banking derivative liabilities
121
—
—
121
Total liabilities
$
335
$
—
$
214
$
121
Assets measured at fair value on a non-recurring basis are summarized below:
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Total at
Identical Assets
Inputs
Inputs
(dollars in thousands)
March 31, 2026
(Level 1)
(Level 2)
(Level 3)
Collateral dependent loans
$
76,875
$
—
$
—
$
76,875
Loans held for sale, at lower of cost or market
41,465
41,465
—
—
Assets held for sale
776
—
—
776
Fair Value Measurements Using
Significant
Quoted Prices in
Other
Significant
Active Markets for
Observable
Unobservable
Total at
Identical Assets
Inputs
Inputs
(dollars in thousands)
December 31, 2025
(Level 1)
(Level 2)
(Level 3)
Collateral dependent loans
$
66,879
$
—
$
—
$
66,879
Assets held for sale
776
—
—
776
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Table of Contents
Fair Value of Financial Instruments
The carrying amount, estimated fair values and fair value hierarchy levels of financial instruments were as follows for the periods indicated ($ in thousands):
March 31, 2026
December 31, 2025
Fair Value
Carrying
Fair
Carrying
Fair
Hierarchy Level
Amount
Value
Amount
Value
Financial assets:
Cash and cash equivalents
Level 1
$
159,881
$
159,881
$
143,607
$
143,607
Securities available-for-sale
Level 2
171,877
171,877
171,377
171,377
Securities held-to-maturity
Level 2
6,792
6,343
6,981
6,560
Stock in Federal Reserve Bank and Federal Home Loan Bank
Level 2
24,162
24,162
14,185
14,185
Preferred investment in mortgage company
Level 2
3,005
3,005
3,005
3,005
Net loans
Level 2 and 3
3,349,985
3,295,401
3,237,800
3,182,264
Loans held for sale, at fair value
Level 2
181,715
181,715
166,066
166,066
Loans held for sale, at lower of cost or market
Level 1
41,465
42,605
—
—
Mortgage banking financial assets
Level 3
461
461
169
169
Mortgage banking derivative assets
Level 3
2,977
2,977
1,389
1,389
Investment in Panacea Financial Holdings, Inc. common stock
Level 3
6,899
6,899
6,899
6,899
Financial liabilities:
Demand deposits and NOW accounts
Level 2
$
1,385,696
$
1,385,696
$
1,417,177
$
1,417,177
Money market and savings accounts
Level 2
1,721,213
1,721,213
1,663,223
1,663,223
Time deposits
Level 3
316,156
314,198
315,185
313,792
Securities sold under agreements to repurchase
Level 1
3,525
3,525
3,552
3,552
Interest rate swaps, net
Level 2
115
115
214
214
FHLB advances
Level 1
230,000
230,000
25,000
25,000
Junior subordinated debt
Level 2
9,941
11,957
9,929
12,151
Senior subordinated notes
Level 2
59,370
62,025
86,233
90,813
Secured borrowings
Level 3
14,450
14,450
14,773
14,773
Mortgage banking derivative liabilities
Level 3
—
—
121
121
The carrying amount is the estimated fair value for cash and cash equivalents, loans held for sale at fair value, mortgage banking financial assets and liabilities, mortgage banking derivative assets and liabilities, Consumer Program derivative, interest rate swaps, demand deposits and NOW accounts, savings accounts, money market accounts, FHLB advances, secured borrowings and securities sold under agreements to repurchase.
The fair value of junior subordinated debt and senior subordinated notes are based on current rates for similar financing. Carrying amount of Federal Reserve Bank and FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are based on the ultimate recoverability of the par value. Fair value of off-balance-sheet items is not considered material. The fair value of net loans, loans held for sale at the lower of cost or market, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion. The net loans that use level 2 inputs are related to the portfolio of loans underlying interest rate swaps.
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Table of Contents
6. LEASES
The Company leases certain premises under operating leases. In recognizing lease right-of-use assets and related liabilities, the Company accounts for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts.
As of March 31, 2026 and December 31, 2025, the Company had operating lease liabilities totaling $ 61 million and right-of-use assets totaling $ 65 million and $ 66 million, respectively, reflected in our condensed consolidated balance sheets related to these leases. The Company does not currently have any financing leases. For the three months ended March 31, 2026 and 2025, net operating lease costs were $ 2 million and $ 1 million, respectively. These net operating lease costs are reflected in occupancy expenses on the condensed consolidated statements of income.
The following table presents other information related to operating leases:
March 31, 2026
March 31, 2025
Other information:
Weighted-average remaining lease term - operating leases, in years
17.4
5.9
Weighted-average discount rate - operating leases
8.4
%
4.0
%
The following table summarizes the maturity of remaining lease liabilities:
As of
(dollars in thousands)
March 31, 2026
Lease payments due:
2026
$
5,407
2027
7,253
2028
7,168
2029
6,641
2030
5,883
Thereafter
91,751
Total lease payments
124,103
Less: imputed interest
( 63,271 )
Lease liabilities
$
60,832
As of March 31, 2026, the Company did no t have any operating lease that has not yet commenced that would create additional lease liabilities and right-of-use assets. The amount of expense related to short-term leases recognized for the three months ended March 31, 2026 and 2025 was immaterial.
7 . DEBT AND OTHER BORROWINGS
Other borrowings can consist of FHLB convertible advances, FHLB overnight advances, FHLB advances maturing within one year, federal funds purchased, Federal Reserve Board Discount Window, secured borrowings and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts as of both March 31, 2026 and December 31, 2025 was $ 4 million.
As of March 31, 2026 and December 31, 2025, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $ 7 million and $ 6 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.
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Table of Contents
Other borrowings consist of the following ($ in thousands):
March 31,
December 31,
2026
2025
FHLB collateral advances
$
230,000
$
25,000
Secured borrowings
14,450
14,773
Securities sold under agreements to repurchase
3,525
3,552
Total
$
247,975
$
18,325
Weighted average interest rate at year end
4.05
%
4.94
%
As of March 31, 2026, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages, HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $ 662 million from the FHLB, of which the Company has the full amount available to borrow less our current advances outstanding.
The Bank has the ability to borrow from the Federal Reserve discount window borrowing program. As of March 31, 2026, the Bank had borrowing capacity of $ 493 million within the program but has not utilized it.
In 2017, the Company assumed $ 10 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $ 650 million. As of March 31, 2026 and December 31, 2025, there was $ 10 million outstanding, net of approximately $ 369 thousand and $ 381 thousand of debt issuance costs as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, the interest rate payable on the trust preferred securities was 6.89 % and 6.91 %, respectively. As of March 31, 2026, all of the trust preferred securities qualified as Tier 1 capital.
On January 20, 2017, Primis completed the sale of $ 27 million of its fixed-to-floating rate senior Subordinated Notes due 2027. The Company repaid these notes on January 31, 2026.
On August 25, 2020, Primis completed the sale of $ 60 million of its fixed-to-floating rate Subordinated Notes due 2030. Interest is payable on these notes at a floating rate equal to Three-Month Term SOFR , plus a spread of 531 basis points. As of March 31, 2026 and December 31, 2025, 80 % of these notes qualified as Tier 2 capital .
As of both March 31, 2026, and December 31, 2025, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled approximately $ 1 million.
Secured Borrowings
The balance of secured borrowings was $ 14 million and $ 15 million as of March 31, 2026 and December 31, 2025, respectively. The Company did no t transfer any principal balance of loans to another financial institution during the three months ended March 31, 2026 or during the year ended December 31, 2025, that were accounted for as secured borrowings. The remaining amortized cost balance of the underlying loans was $ 15 million as of both March 31, 2026 and December 31, 2025. None of the loans underlying the secured borrowings were past due 30 days or greater or on nonaccrual as of March 31, 2026 and December 31, 2025, and were all internally rated as “pass” loans as presented in our “credit quality indicators” section of “Note 3 – Loans and Allowance for Credit Losses ”. The loans were included in our allowance for credit losses process and an allowance was calculated on the loans as part of their inclusion in a pool with other loans with similar credit risk characteristics. There were no charge-offs of the loans underlying the secured borrowings during the three months ended March 31, 2026. The underlying loans collateralize the borrowings and cannot be sold or pledged by the Company.
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8. STOCK-BASED COMPENSATION
The 2017 Equity Compensation Plan (the “2017 Plan”) was replaced during 2025 and previously had a maximum number of 750,000 shares reserved for issuance. No further awards will be granted under the 2017 Plan, but the plan will remain in effect only so long as awards granted under the plan remain outstanding. The 2017 Plan was replaced during 2025 with the 2025 Omnibus Incentive Plan (the “2025 Plan”), which has a maximum of 600,000 shares reserved for issuance. The purpose of the 2025 Plan, similar to the 2017 Plan, is to promote the success of the Company by providing greater incentives to employees, non-employee directors, consultants and advisors to associate their personal financial interests with the long-term financial success of the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management practices.
A summary of stock option activity for the three months ended March 31, 2026, follows:
Weighted
Weighted
Average
Aggregate
Average
Remaining
Intrinsic
Exercise
Contractual
Value
Shares
Price
Term (Yrs)
(in thousands)
Options outstanding, beginning of period
17,800
$
11.99
0.5
$
—
Exercised
( 9,300 )
11.99
Options outstanding, end of period
8,500
$
11.99
0.2
$
—
Exercisable at end of period
8,500
$
11.99
0.2
$
—
There was no stock-based compensation expense associated with stock options for the three months ended March 31, 2026 and 2025. As of March 31, 2026, we do no t have any unrecognized compensation expense associated with the stock options.
A summary of time vested restricted stock award activity for the three months ended March 31, 2026, follows:
Weighted
Weighted
Average
Average
Grant-Date
Remaining
Fair Value
Contractual
Shares
Per Share
Term (Yrs)
Unvested restricted stock outstanding, beginning of period
60,250
$
12.97
3.0
Vested
( 17,650 )
13.59
Unvested restricted stock outstanding, end of period
42,600
$
12.71
3.0
Stock-based compensation expense for time vested restricted stock awards totaled $ 67 thousand and $ 31 thousand for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, unrecognized compensation expense associated with restricted stock awards was $ 504 thousand, which is expected to be recognized over the remaining contractual term.
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A summary of performance-based restricted stock units (the “Units”) for the three months ended March 31, 2026, follows:
Weighted
Weighted
Average
Average
Grant-Date
Remaining
Fair Value
Contractual
Shares
Per Share
Term (Yrs)
Unvested Units outstanding, beginning of period
319,960
$
12.36
1.3
Vested
( 67,387 )
14.58
Forfeited
( 3,526 )
13.52
Unvested Units outstanding, end of period
249,047
11.74
1.3
These Units are subject to service and performance conditions and vest based on the achievement of both conditions. Achievement of the performance condition will be determined at the end of the five-year performance period for awards granted prior to 2025 by evaluating the: (1) Company’s adjusted earnings per share compound annual growth measured for the performance period and (2) performance factor achieved. Achievement of the performance condition will be determined at the end of the three-year performance period for awards granted in 2025 by evaluating the: (1) Company’s return on average assets versus peers; (2) growth in noninterest bearing deposits versus peers; (3) total shareholder return versus peers; and (4) performance factor achieved. Payouts between performance levels will be determined based on straight line interpolation. Upon vesting, payout will be primarily Company common shares but based on the terms of the award and performance factor achieved some payouts may be in cash.
The Company recognized $ 42 thousand and zero stock-based compensation expense during the three months ended March 31, 2026, and 2025, respectively, as a result of the probability of a portion of the Units vesting. The potential unrecognized compensation expense associated with these Units was approximately $ 2 million and $ 3 million as of March 31, 2026 and December 31, 2025, respectively.
9. COMMITMENTS AND CONTINGENCIES
Financial Instruments with Off-Balance Sheet Risk
Primis is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and guarantees of credit card accounts. These instruments involve elements of credit and funding risk in excess of the amounts recognized in the consolidated balance sheets. Letters of credit are written conditional commitments issued by Primis to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had letters of credit outstanding totaling $ 19 million and $ 20 million as of March 31, 2026 and December 31, 2025, respectively.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based on the contractual amount of these instruments. Primis uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, Primis does not require collateral or other security to support financial instruments with credit risk.
Allowance For Credit Losses - Off-Balance Sheet Credit Exposures
The allowance for credit losses on off-balance sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Primis is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recorded if the Company has the unconditional right to cancel the obligation. Off-balance sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed above. For the period of exposure, the estimate of expected credit losses
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considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 3 - Loans and Allowance for Credit Losses , as if such commitments were funded. The allowance for credit losses on off-balance sheet credit exposures is reflected in other liabilities in the condensed consolidated balance sheets.
The following table details activity in the allowance for credit losses on off-balance sheet credit exposures ($ in thousands):
2026
2025
Balance as of January 1
$
1,006
$
1,121
(Benefit) provision for credit losses
( 136 )
13
Balance as of March 31
$
870
$
1,134
Commitments
Commitments to extend credit are agreements to lend to a customer if there is no violation of any condition established in the contract. Commitments are made predominately for adjustable rate loans and generally have fixed expiration dates of up to three months or other termination clauses and usually require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Primis evaluates each customer’s creditworthiness on a case-by-case basis.
The Company had $ 215 million in mortgage loan commitments outstanding as of March 31, 2026, related to approved mortgage loan applications, although not all approved applications will ultimately fund.
As of March 31, 2026 and December 31, 2025, the Company had unfunded lines of credit and undisbursed construction loan funds totaling $ 588 million and $ 567 million, respectively, not all of which are expected to be drawn. Virtually all of the unfunded lines of credit and undisbursed construction loan funds are variable rate instruments. The amount of certificate of deposit accounts maturing in less than one year was $ 278 million as of March 31, 2026. Management anticipates that funding requirements for these commitments will be met in the normal course of business.
Primis also had outstanding commitments under subscription agreements entered into for investments in non-marketable equity securities of $ 1 million as of both March 31, 2026 and December 31, 2025.
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10. EARNINGS PER SHARE
The following is a reconciliation of the denominators of the basic and diluted EPS computations ($ in thousands, except per share data):
Weighted
Average
Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
For the three months ended March 31, 2026
Basic EPS
$
7,312
24,665
$
0.30
Effect of dilutive stock options and unvested restricted stock
—
50
—
Diluted EPS
$
7,312
24,715
$
0.30
For the three months ended March 31, 2025
Basic EPS
$
22,636
24,707
$
0.92
Effect of dilutive stock options and unvested restricted stock
—
16
—
Diluted EPS
$
22,636
24,723
$
0.92
The Company had 7,589 and 35,800 anti-dilutive options as of March 31, 2026 and March 31, 2025, respectively.
11. SEGMENT INFORMATION
The Company’s reportable operating segments are determined based on its internal organizational structure, which is overseen by the CEO, the Company’s designated Chief Operating Decision Maker. While the CEO consults with key members of his leadership team, the ultimate responsibility for making operational decisions and resource allocations resides with the CEO. For the three months ended March 31, 2026 and 2025, the Company’s internal organizational structure and resulting management reporting was concentrated around the Bank and Primis Mortgage, which resulted in the Company determining these to be its two reportable segments.
Primis’ organizational structure and its operational segments are determined by attributes such as products, services, and customer base, which are then aggregated based on similarities around these attributes. The operating results for each segment are regularly reviewed by the CEO using a broad set of financial and operational data. Key financial data utilized by the CEO to assess financial performance and allocate resources includes loan and deposit growth, certain direct expenses, net interest income and mortgage banking income, along with overall net income attributable to Primis’ common shareholders. The CEO also considers actual results compared to budgeted results in these metrics when assessing performance and making determinations related to resource allocations. The following is a description of the Company’s reportable segments.
Primis Bank. This segment specializes in providing financing services to businesses in various industries along with consumer and residential loans to individuals. The segment also provides deposit-related services to businesses, non-profits, municipalities, and individual consumers. The primary source of revenue for this segment is interest income from the origination of loans, while the primary expenses are interest expenses on deposits, provisions for credit losses, personnel costs, and data processing expenses.
Primis Mortgage. This segment specializes in originating mortgages in a majority of the U.S. The primary source of revenue for this segment is noninterest income generated from the origination and sale of mortgage loans, while the primary expense of the segment is personnel costs.
The following table provides financial information for the Company's reportable segments. In addition to the Company’s two reportable segments as described above, the caption “Other” has been included to provide reconciliation of the Company’s consolidated results and includes operational costs that are not a part of the two reportable segments but
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don’t qualify to be considered a separate reportable segment. “Other” primarily includes the Primis Bank Holding Company and PFH (for the three months ended March 31, 2025), which are generally cost centers to the consolidated entity, along with elimination adjustments to reconcile the results of the reportable segments to the consolidated financial statements prepared in conformity with GAAP.
As of and for the three months ended March 31, 2026
($ in thousands)
Primis Mortgage
Primis Bank
Other (1)
Consolidated Company
Interest income
$
2,376
$
51,105
$
45
$
53,526
Interest expense
—
19,584
1,868
21,452
Net interest income (loss)
2,376
31,521
( 1,823 )
32,074
Provision for credit losses
16
1,533
—
1,549
Net interest income (loss) after provision for credit losses
2,360
29,988
( 1,823 )
30,525
Noninterest income:
Mortgage banking income
10,760
—
—
10,760
Other noninterest income
—
2,795
—
2,795
Total noninterest income
10,760
2,795
—
13,555
Noninterest expenses:
Salaries and benefits
8,712
10,601
243
19,556
Data processing expense
266
1,922
—
2,188
Other operating expenses
1,506
10,401
103
12,010
Total noninterest expenses
10,484
22,924
346
33,754
Income before income taxes
2,636
9,859
( 2,169 )
10,326
Income tax expense
617
2,091
306
3,014
Net income attributable to Primis' common stockholders
$
2,019
$
7,768
$
( 2,475 )
$
7,312
Total assets
$
209,722
$
4,231,148
$
( 184,202 )
$
4,256,668
(1) Other includes Primis Bank Holding Company and intercompany eliminations.
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As of and for the three months ended March 31, 2025
($ in thousands)
Primis Mortgage
Primis Bank
Other (1)
Consolidated Company
Interest income
$
1,056
$
46,617
$
50
$
47,723
Interest expense
—
19,691
1,668
21,359
Net interest income
1,056
26,926
( 1,618 )
26,364
Provision for credit losses
—
1,596
—
1,596
Net interest income (loss) after provision for credit losses
1,056
25,330
( 1,618 )
24,768
Noninterest income:
Mortgage banking income
5,722
( 107 )
—
5,615
Other noninterest income
—
1,831
24,889
26,720
Total noninterest income
5,722
1,724
24,889
32,335
Noninterest expenses:
Salaries and benefits
4,680
9,686
3,575
17,941
Data processing expense
131
2,718
—
2,849
Other operating expenses
970
9,267
1,489
11,726
Total noninterest expenses
5,781
21,671
5,064
32,516
Income before income taxes
997
5,383
18,207
24,587
Income tax expense
225
1,116
4,212
5,553
Net income
772
4,267
13,995
19,034
Net loss attributable to noncontrolling interests
—
—
3,602
3,602
Net income attributable to Primis' common stockholders
$
772
$
4,267
$
17,597
$
22,636
Total assets
$
89,531
$
3,665,760
$
( 57,981 )
$
3,697,310
(1) Other includes Primis Bank Holding Company, PFH, and intercompany eliminations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.