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Primis Financial Corp.

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Business Summary

Primis Financial Corp. operates as the bank holding company for Primis Bank, a Virginia state-chartered bank that commenced operations on April 14, 2005, providing a range of financial services to individuals and small and medium-sized businesses. As of December 31, 2025, Primis had $4.0 billion in total assets, $3.3 billion in total loans held for investment, $3.4 billion in total deposits and $423 million in total stockholders' equity. The company operates 24 full-service branches in Virginia and Maryland and provides services through online and mobile applications, with 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, and PFH owns the rights to the Panacea Financial brand and its intellectual property, partnering with the Bank to offer financial products for doctors and the broader healthcare industry. PFH was deconsolidated from the Company on March 31, 2025 .

The banking business is highly competitive, and Primis competes with other commercial banks, thrift institutions, mortgage bankers, mortgage brokers, insurance companies, and fintech or digital lending companies. Primis competes effectively by emphasizing customer service and technology, establishing long-term customer relationships, and providing products and services designed to address specific customer needs. The company's management team, led by CEO Dennis J. Zember, Jr. appointed effective February 19, 2020 , is considered a key competitive advantage, and the company leverages its existing foundation for additional growth, invests in technology to differentiate itself, pursues selective acquisition opportunities, focuses on the business owner, emphasizes asset quality and underwriting, and builds a stable core deposit base.

Primis generates revenue primarily through interest and fees on loans and investment securities, as well as fee income from deposit account maintenance and bank-owned life insurance policies. The principal sources of funds for lending and investment activities are deposits, repayment of loans, prepayments from mortgage-backed securities, repayments of maturing investment securities, FHLB advances, and other borrowed money. The company's principal expenses include interest paid on deposits, advances from the FHLB, junior subordinated debt, senior subordinated notes, other borrowings, and other operating expenses. The company seeks to be a full-service bank providing a wide variety of financial services to middle market corporate clients and retail clients, with a focus on making loans secured primarily by commercial real estate and other secured and unsecured commercial loans to small and medium-sized businesses, as well as loans to individuals.

The company's lending activities include commercial business lending, commercial real estate lending, construction lending, secured asset based lending (SABL), SBA lending, Panacea Practice Solutions, mortgage warehouse lending, and various consumer lending products including residential mortgages, residential construction loans, home equity lines of credit, secured personal loans, life premium finance loans (sold in 2024 and no longer offered as of January 31, 2025 ), unsecured personal loans, and Panacea consumer loans. The Panacea Financial division, launched in November 2020 , focuses on providing financial products for the medical, dental, and veterinary communities, and as of December 31, 2025, had approximately $544 million in outstanding loans and $128 million in deposits. Primis Mortgage Company, acquired in May 2022 , originated over $1 billion of loans during the year ended December 31, 2025. Mortgage warehouse lending, which provides temporary funding to independent mortgage companies, had over $1 billion of commitments with 125 customers as of December 31, 2025, with outstanding loan balances of $318 million and $29 million of low or no interest customer deposits.

In 2021, Primis launched its V1BE service, the first bank delivery app for on-demand ordering of branch services, which now covers the majority of the company's footprint. In 2022, Primis successfully launched its digital bank platform, and as of December 31, 2025, the balance of digital deposits were $1 billion . Deposits on the Bank's digital platform ended 2025 at $992 million with an average balance of $48 thousand , and 82% of those customers had been with the platform for more than 2 years. During 2025, the Company executed a sale-leaseback transaction selling 18 of its retail branch properties and subsequently entering into a lease for the same properties. On December 18, 2025 , the Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 750,000 shares of its common stock, ending on December 18, 2026 . In June 2025, the Company sold a portion of its retained ownership in PFH common shares generating proceeds of $22 million and an additional gain of $7 million .

Net income available to common shareholders for the year ended December 31, 2025 totaled $61 million , or $2.49 basic and diluted earnings per share, compared to a net loss of $16 million , or $0.66 loss per basic and per diluted share, for the year ended December 31, 2024, resulting in an increase year-over-year of $78 million , or 481% . Net interest income was $111 million for the year ended December 31, 2025, compared to $104 million for the year ended December 31, 2024. Net interest margin increased to 3.12% for the year ended December 31, 2025, compared to 2.86% for the year ended December 31, 2024. Noninterest income increased 160% to $112 million for the year ended December 31, 2025, compared to $43 million for the year ended December 31, 2024, primarily driven by a $51 million gain on the sale-leaseback transaction and a $32 million gain on the PFH investment.

Business Outlook

Primis is focused on growing its business through several key vectors. The Panacea Financial division, which ended 2025 with $544 million of loans and $128 million of deposits, is expected to continue growing, with loans up from $434 million and deposits from $92 million at December 31, 2024. Primis Mortgage Company had funded production of approximately $1.2 billion in 2025, up from approximately $800 million in 2024, and the company added lending teams including the top mortgage originator in the Nashville, TN market and the fourth ranked VA lender in the country. Mortgage warehouse lending ended 2025 with approximately $1.2 billion in approved lines, up 252% from $349 million as of December 31, 2024, with outstanding loan balances of $318 million up 398% from $64 million as of December 31, 2024. The company is also implementing enhancements to V1BE to make it easier to license to other banks and expects to have its first bank customer onboard in 2026 .

The core Bank's cost of deposits was 1.74% for the year ended December 31, 2025, compared to 2.15% for the year ended December 31, 2024, and approximately 23% of the core Bank's deposit base at December 31, 2025 are noninterest bearing deposits. The sale-leaseback transaction will add to operating expenses in future years, but management believes the deployment of funds received into interest earning assets will compensate for the future increase in lease expense. The company is also pursuing cost saving projects to reduce technology vendor expenses and administrative and branch expenses.

The company has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia, and as of December 31, 2025, had 593 employees. Primis is investing in technology to differentiate the Bank in the marketplace, and the success of its technology offerings, particularly its digital platform and V1BE app-based fulfillment offering, was the direct result of a visionary approach to crafting new products and services. The company's IT team monitors networks and systems to detect potential suspicious or malicious events, and a third-party managed security service provider supplements efforts to provide 24 hours a day, seven days a week network monitoring coverage.

The filing does not contain specific R&D spending levels, capital expenditure plans, or dividend policy figures beyond stating that the company declared the first cash dividend in February 2012 and each quarter thereafter through 2025. The Board of Directors authorized a stock repurchase program on December 18, 2025 under which the Company may repurchase up to 750,000 shares of its common stock, ending on December 18, 2026 .

The company faces several headwinds and constraints. The core Bank's loan portfolio was essentially flat at $2.1 billion at December 31, 2025, compared to $2.2 billion at December 31, 2024. Nonperforming assets increased to $87 million , or 3% of total loans and OREO, as of December 31, 2025, compared to $17 million , or 1% of total loans and OREO, as of December 31, 2024, driven primarily by one commercial real estate loan and one commercial relationship. The allowance for credit losses to total loans was down 46 basis points to 1.40% as of December 31, 2025, compared to 1.86% as of December 31, 2024. The company also faces risks related to its concentration of commercial real estate loans, which constituted $1.2 billion or 37% of the loan portfolio as of December 31, 2025, and unsecured consumer loans of $183 million or approximately 6% of total held for investment loans.

Risk Factors

Primis faces material risks from its concentration in commercial real estate lending, with $1.2 billion or 37% of the loan portfolio in commercial real estate loans as of December 31, 2025, and $42 million in nonperforming commercial real estate loans, as repayment depends on sufficient income from properties. The company also has a meaningful amount of unsecured consumer loans totaling $183 million or approximately 6% of total held for investment loans, including $90 million sourced and managed by a third party, which exposes the company to credit risk if borrowers default. A significant portion of the third-party serviced consumer loan portfolio includes a credit enhancement that may not be realizable, as the company elected to discontinue originations effective January 31, 2025 , and the monthly cash receipts related to this credit enhancement ceased. Additionally, within the $90 million third-party originated and serviced consumer loan portfolio, $3 million is in a promotional zero interest rate period as of December 31, 2025, with $390 thousand of deferred interest, and the company has a $10 million aggregate receivable due from the third-party related to prior reimbursements, of which $8 million is included in a commercial loan, exposing the company to third-party credit risk if the servicer cannot reimburse for waived interest on loans that prepay.

Management Priorities

Management's message emphasizes a focus on building a new, innovative, and better banking experience, with a strategy centered on growing earning assets back to previous levels after the sale of the Life Premium Finance division, growing non-interest deposits, and achieving higher production and profitability in the retail mortgage business. Key themes include maintaining a strong and efficient community bank in desirable markets, supplementing core growth with business lines that can generate above-average risk-adjusted returns such as Panacea Financial, Primis Mortgage Company, and Mortgage Warehouse Lending, and perfecting enhanced digital offerings to attract and retain deposit customers at scale. Management highlights that the core Bank increased deposits per branch (excluding digital platform deposits) to $100 million as of December 31, 2025 versus $69 million as of December 31, 2021, and that the company continued to execute successfully during 2025 on its strategies, including key highlights such as Panacea loan growth of 25% to $544 million , Mortgage Warehouse outstanding loan balances up 398% to $318 million , and Primis Mortgage funded loan volume up 50% to $1.2 billion .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 1, Business — Overview
  5. [5] Item 1, Business — Overview
  6. [6] Item 1, Business — Overview
  7. [7] Item 1, Business — Strategy
  8. [8] Item 1, Business — Lines of Businesses
  9. [9] Item 1, Business — Lines of Businesses
  10. [10] Item 7, MD&A — Operational Highlights
  11. [11] Item 7, MD&A — Operational Highlights
  12. [12] Item 1, Business — Lines of Businesses
  13. [13] Item 7, MD&A — Operational Highlights
  14. [14] Item 7, MD&A — Operational Highlights
  15. [15] Item 1, Business — Lines of Businesses
  16. [16] Item 7, MD&A — Operational Highlights
  17. [17] Item 7, MD&A — Operational Highlights
  18. [18] Item 1, Business — Digital Banking
  19. [19] Item 1, Business — Strategy
  20. [20] Item 1, Business — Strategy
  21. [21] Item 1, Business — Strategy
  22. [22] Item 2, Properties
  23. [23] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  24. [24] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  25. [25] Item 5, Market for Registrant's Common Equity — Issuer Purchases of Equity Securities
  26. [26] Item 7, MD&A — Operational Highlights
  27. [27] Item 7, MD&A — Operational Highlights
  28. [28] Item 7, MD&A — Summary of Financial Results
  29. [29] Item 7, MD&A — Summary of Financial Results
  30. [30] Item 7, MD&A — Summary of Financial Results
  31. [31] Item 7, MD&A — Summary of Financial Results
  32. [32] Item 7, MD&A — Summary of Financial Results
  33. [33] Item 7, MD&A — Summary of Financial Results
  34. [34] Item 7, MD&A — Net Interest Income and Net Interest Margin
  35. [35] Item 7, MD&A — Net Interest Income and Net Interest Margin
  36. [36] Item 7, MD&A — Net Interest Income and Net Interest Margin
  37. [37] Item 7, MD&A — Net Interest Income and Net Interest Margin
  38. [38] Item 7, MD&A — Noninterest Income
  39. [39] Item 7, MD&A — Noninterest Income
  40. [40] Item 7, MD&A — Noninterest Income
  41. [41] Item 7, MD&A — Noninterest Income
  42. [42] Item 7, MD&A — Noninterest Income
  43. [43] Item 7, MD&A — Operational Highlights
  44. [44] Item 7, MD&A — Operational Highlights
  45. [45] Item 7, MD&A — Operational Highlights
  46. [46] Item 7, MD&A — Operational Highlights
  47. [47] Item 7, MD&A — Operational Highlights
  48. [48] Item 7, MD&A — Operational Highlights
  49. [49] Item 7, MD&A — Operational Highlights
  50. [50] Item 1, Business — Digital Banking
  51. [51] Item 7, MD&A — Operational Highlights
  52. [52] Item 7, MD&A — Operational Highlights
  53. [53] Item 7, MD&A — Operational Highlights
  54. [54] Item 1, Business — Human Capital
  55. [55] Item 7, MD&A — Operational Highlights
  56. [56] Item 7, MD&A — Operational Highlights
  57. [57] Item 7, MD&A — Asset Quality
  58. [58] Item 7, MD&A — Asset Quality
  59. [59] Item 7, MD&A — Asset Quality
  60. [60] Item 7, MD&A — Asset Quality
  61. [61] Item 7, MD&A — Summary of Financial Results
  62. [62] Item 7, MD&A — Asset Quality
  63. [63] Item 7, MD&A — Asset Quality
  64. [64] Item 1A, Risk Factors — Credit Risks
  65. [65] Item 7, MD&A — Loan Portfolio
  66. [66] Item 1A, Risk Factors — Credit Risks
  67. [67] Item 1A, Risk Factors — Credit Risks
  68. [68] Item 1A, Risk Factors — Credit Risks
  69. [69] Item 1A, Risk Factors — Credit Risks
  70. [70] Item 1A, Risk Factors — Credit Risks
  71. [71] Item 1A, Risk Factors — Credit Risks
  72. [72] Item 1A, Risk Factors — Credit Risks
  73. [73] Item 1A, Risk Factors — Credit Risks
  74. [74] Item 1, Business — Strategy
  75. [75] Item 1, Business — Strategy
  76. [76] Item 7, MD&A — Operational Highlights
  77. [77] Item 7, MD&A — Operational Highlights
  78. [78] Item 7, MD&A — Net Interest Income and Net Interest Margin; Noninterest Income
  79. [79] Item 7, MD&A — Net Interest Income and Net Interest Margin; Noninterest Income
  80. [80] Item 7, MD&A — Provision for Credit Losses
  81. [81] Item 7, MD&A — Provision for Credit Losses
  82. [82] Item 7, MD&A — Summary of Financial Results
  83. [83] Item 7, MD&A — Noninterest Expense
  84. [84] Item 7, MD&A — Noninterest Expense
  85. [85] Item 7, MD&A — Noninterest Expense
  86. [86] Item 7, MD&A — Asset Quality
  87. [87] Item 7, MD&A — Asset Quality
  88. [88] Item 7, MD&A — Noninterest Income
  89. [89] Item 7, MD&A — Operational Highlights
  90. [90] Item 7, MD&A — Operational Highlights

Analysis on 6/22/2026