[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1 - Financial Statements](index=5&type=section&id=Item%201%20-%20Financial%20Statements) Unaudited condensed consolidated financial statements for Primis Financial Corp. as of June 30, 2025, including balance sheets, income, and cash flows [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to **$3.87 billion** by June 30, 2025, driven by loan growth, while liabilities and equity also increased Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$3,871,726** | **$3,690,115** | | Total cash and cash equivalents | $94,074 | $64,505 | | Net loans | $3,084,536 | $2,833,723 | | Goodwill | $93,459 | $93,459 | | **Total Liabilities** | **$3,495,311** | **$3,325,133** | | Total deposits | $3,342,673 | $3,171,035 | | **Total Stockholders' Equity** | **$376,415** | **$364,982** | [Condensed Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Six-month net income surged to **$25.1 million** due to a **$32.0 million** gain on the Panacea investment, despite a Q2 decline Key Income Statement Data (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $25,180 | $24,853 | $51,544 | $50,122 | | Provision for credit losses | $8,303 | $3,119 | $9,899 | $9,627 | | Total Noninterest Income | $18,030 | $10,852 | $50,365 | $21,158 | | *Gains on Panacea Financial Holdings investment* | *$7,450* | *$—* | *$32,028* | *$—* | | Total Noninterest Expenses | $31,942 | $29,786 | $64,458 | $57,323 | | **Net income attributable to Primis' common stockholders** | **$2,437** | **$3,436** | **$25,073** | **$5,902** | | **Earnings per share, diluted** | **$0.10** | **$0.14** | **$1.01** | **$0.24** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$6.6 million** for H1 2025, with investing activities using **$119.9 million** Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(6,587) | $51,297 | | Net cash used in investing activities | $(119,889) | $(173,857) | | Net cash provided by financing activities | $156,045 | $111,587 | | **Net change in cash and cash equivalents** | **$29,569** | **$(10,973)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain accounting policies and financial data, covering PFH deconsolidation, loan portfolio, and fair value - On March 31, 2025, the Company deconsolidated Panacea Financial Holdings (PFH) after determining it was no longer the primary beneficiary of the VIE, resulting in a recognized gain of **$24.6 million** for the six months ended June 30, 2025[28](index=28&type=chunk)[30](index=30&type=chunk) - On June 12, 2025, the Company signed a term sheet to sell a portion of its retained PFH common shares, generating proceeds of **$22.1 million**, and a further gain of **$7.5 million** in Q2 2025 from this sale and fair value adjustments[32](index=32&type=chunk) - In June 2025, the company repurchased **79,549 shares** of its common stock under its authorized Stock Repurchase Program at an average cost of **$10.00 per share**, for a total of **$807 thousand**[43](index=43&type=chunk) [Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%202%20-%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting increased net income from PFH deconsolidation, growth in key divisions, and asset quality [Operational Highlights](index=63&type=section&id=Operational%20Highlights) Operational highlights include significant growth in Mortgage Warehouse and Panacea Financial divisions, and substantial gains from PFH - Mortgage Warehouse outstanding loan balances grew **189%** to **$184.5 million** as of June 30, 2025, from **$63.8 million** at year-end 2024[158](index=158&type=chunk) - Panacea Financial Division outstanding loan balances grew **16%** (**$71.5 million**) during the first half of 2025[158](index=158&type=chunk) - The deconsolidation of PFH on March 31, 2025, resulted in a **$24.6 million** gain, with a subsequent sale of retained shares in June 2025 generating proceeds of **$22.1 million** and a further gain of **$7.5 million**[156](index=156&type=chunk)[157](index=157&type=chunk) [Results of Operations](index=64&type=section&id=Results%20of%20Operations) Six-month net income surged to **$25.1 million** due to a **$32.0 million** PFH gain, while Q2 net income declined due to higher credit loss provisions - Six-month net income available to common shareholders increased to **$25.1 million** in 2025 from **$5.9 million** in 2024, largely due to a **$24.6 million** gain on PFH deconsolidation and a **$7.5 million** gain on the sale and fair value adjustment of PFH shares[159](index=159&type=chunk) - Q2 2025 net income decreased to **$2.4 million** from **$3.4 million** in Q2 2024, primarily due to a **166%** increase in the provision for loan losses, driven by impairment on a single commercial real estate loan[159](index=159&type=chunk) - Core net interest margin, excluding the impact of the Consumer Program portfolio, was **3.12%** for both the second quarter and first six months of 2025[159](index=159&type=chunk) [Financial Condition](index=80&type=section&id=Financial%20Condition) Total assets grew to **$3.87 billion** by June 30, 2025, driven by loan growth, though asset quality deteriorated - Total loans held for investment increased by **8%** to **$3.1 billion** at June 30, 2025, from December 31, 2024, driven by growth in Commercial and Consumer loans[161](index=161&type=chunk)[192](index=192&type=chunk) - Nonperforming assets as a percentage of total assets increased significantly to **1.90%** as of June 30, 2025, compared to **0.29%** at year-end 2024, driven by two relationships totaling **$63.6 million**[161](index=161&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - The allowance for credit losses (ACL) to total loans ratio decreased to **1.47%** from **1.86%** at year-end, largely due to charge-offs in the Consumer Program portfolio[161](index=161&type=chunk)[210](index=210&type=chunk) [Capital Resources](index=92&type=section&id=Capital%20Resources) Both Primis Financial Corp. and Primis Bank exceeded all regulatory capital requirements as of June 30, 2025 Regulatory Capital Ratios | Ratio | Actual (June 30, 2025) | Well-Capitalized Minimum (Bank) | | :--- | :--- | :--- | | **Primis Financial Corp.** | | | | Common equity tier 1 | 8.92% | n/a | | Tier 1 risk-based capital | 9.22% | n/a | | Total risk-based capital | 12.43% | n/a | | **Primis Bank** | | | | Common equity tier 1 | 10.37% | 6.50% | | Tier 1 risk-based capital | 10.37% | 8.00% | | Total risk-based capital | 11.62% | 10.00% | [Item 3 – Quantitative and Qualitative Disclosures about Market Risk](index=95&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages interest rate risk, with EVE projected to decrease by **11.57%** in a +200 bps rate shock Sensitivity of Economic Value of Equity (EVE) as of June 30, 2025 | Rate Shock (Basis Points) | EVE % Change From Base | | :--- | :--- | | Up 400 | (23.66)% | | Up 200 | (11.57)% | | Up 100 | (3.52)% | | Down 100 | 1.14% | | Down 200 | (1.90)% | Sensitivity of Net Interest Income (NII) as of June 30, 2025 | Rate Shock (Basis Points) | NII $ Change From Base (in thousands) | | :--- | :--- | | Up 400 | $143 | | Up 200 | $(224) | | Up 100 | $913 | | Down 100 | $(688) | | Down 200 | $(2,842) | [Item 4 – Controls and Procedures](index=98&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Disclosure controls and procedures were not effective as of June 30, 2025, due to ongoing remediation of material weaknesses - The CEO and CFO concluded that disclosure controls and procedures are not effective as of June 30, 2025, due to the continued remediation of previously identified material weaknesses in internal controls over financial reporting[250](index=250&type=chunk) - The company is continuing its efforts to remediate the material weaknesses, and no new material changes to internal controls were reported during the period[252](index=252&type=chunk) [PART II - OTHER INFORMATION](index=99&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1 – Legal Proceedings](index=99&type=section&id=Item%201%20%E2%80%93%20Legal%20Proceedings) The company is involved in various legal proceedings, but no material adverse effect on financial condition is anticipated - As of June 30, 2025, there are no legal proceedings pending or threatened that represent a significant risk to Primis or Primis Bank[254](index=254&type=chunk) [Item 1A – Risk Factors](index=99&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) No material changes to previously disclosed risk factors from the 2024 Form 10-K were reported during the period - No material changes to the risk factors disclosed in the 2024 Form 10-K were reported during the period covered by this report[256](index=256&type=chunk) [Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds](index=99&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, the company repurchased **79,549 shares** of common stock at an average price of **$10.00** per share Issuer Purchases of Equity Securities - Q2 2025 | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | April 1-30, 2025 | — | $— | | May 1-30, 2025 | — | $— | | June 1-30, 2025 | 79,549 | $10.00 | | **Total** | **79,549** | **$10.00** |

Financial Data and Key Metrics Changes - For the second quarter, the company reported net income of approximately $8.4 million, or $0.34 per share, which included a pretax gain of $7.5 million [4][5] - The effective cost of deposits was $2.89, which is 32% lower than the same quarter a year ago [7] - Core net interest margin (NIM) was 3.15%, up from 3.13% in the previous quarter and 280 basis points from a year ago [21] - Non-interest income increased to $10.6 million from $8.5 million in the previous quarter [23] Business Line Data and Key Metrics Changes - The core bank remains nearly 70% of the total balance sheet, with a return on assets (ROA) of approximately $138 million supported by low-cost deposits [11] - Premise Mortgage closed $323 million in the quarter, up about 52% from the same quarter in 2024 [12] - Panacea Financial grew to over $500 million in outstanding credit, focusing on deposit growth [14] Market Data and Key Metrics Changes - Non-interest bearing deposits increased by $22 million or 19% annualized in the quarter [21] - The company experienced a 12% annualized increase in gross loans held for investment from March 31 to June 30 [20] Company Strategy and Development Direction - The company is focused on organic growth and has not engaged in mergers and acquisitions since 2017 [9] - The strategy includes maintaining low operating expenses while leveraging digital platforms to enhance deposit growth [8][10] - The company aims to achieve a 1% ROA goal by 2026, with expectations of growing pre-tax, pre-provision earnings to over $13 million [25] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's positioning and ability to generate attractive earnings in the coming quarters [26] - The company does not foresee any negative influences that would cause earnings pressure [16] - Management indicated that the second quarter was the last quarter to bear significant noise due to the consumer program [25] Other Important Information - The company has negotiated a solution with its core provider that will save approximately $300,000 per month starting in August [8] - The company is in the early stages of ramping up its SBA lending activities, with gains of $210,000 recorded in the second quarter [24] Q&A Session Summary Question: Loan growth expectations for the back half of the year and overall 2026 - Management expects Mortgage Warehouse to average between $250 million to $350 million next year, with Panacea potentially reaching $100 million to $150 million on the balance sheet [31][34] Question: Anticipated improvement or compression in core NIM - Management expects core NIM to creep up to the mid-320s by the end of the year, assuming no rate cuts [39] Question: Growth in core bank deposits and loans - Management believes the core bank will outgrow digital deposits, with a focus on low-cost deposit growth [43] Question: Impact of interest rates on mortgage volume - Management indicated that mortgage volume could increase significantly if interest rates drop into the low sixes [47] Question: Expectations for charge-offs - Management does not anticipate a significant decrease in net charge-offs, as they are already at industry levels [49] Question: Appropriate growth rate for core expenses - Management aims to reduce core expenses to around $18 million, with expected normal inflation of 3% to 4% thereafter [53][55]

Financial Performance & Valuation - The company's market capitalization is $294 million[11] - The price to tangible book value is at 102%[11], suggesting an attractive entry point[14] - The company's Return on Average Tangible Common Equity (ROTCE) is 11.79%[11] - Core Net Interest Margin is 3.13%[11] Balance Sheet & Loan Portfolio - Total assets amount to $3.88 billion[11] - Total loans held for investment (HFI) are $3.13 billion[11] - Total deposits are $3.38 billion[11] - The company's Tangible Common Equity to Tangible Assets (TCE/TA) ratio is 7.63%[11] Strategic Initiatives & Growth - New and renewed loan yields are at 7.57%[20] - Customer deposits in Panacea Financial are $107 million, up 58% since Q2 2024[30]

Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 24, 2025 McLean, Virginia, July 24, 2025 – Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income available to common shareholders of $8.4 million, or $0.34 per diluted share, for the quarter ended June 30, 2025, compared to $3.4 mi ...

Declares Quarterly Cash Dividend of $0.10 Per ShareMCLEAN, Va., July 24, 2025 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income available to common shareholders of $8.4 million, or $0.34 per diluted share, for the quarter ended June 30, 2025, compared to $3.4 million, or $0.14 per diluted share, for the quarter ended June 30, 2024. For the six months ended June 30, 2025, the Company reported ...

Company Announcement - Primis Financial Corp. will release its second quarter 2025 results after market close on July 24, 2025 [1] - A conference call and audio webcast for analysts and investors is scheduled for July 25, 2025, at 10:00 a.m. Eastern Time [1] - The earnings call can be accessed via a specific webcast link and participants are encouraged to join 15 minutes early [1] Financial Overview - As of March 31, 2025, Primis Financial Corp. reported total assets of $3.7 billion, total loans held for investment of $3.0 billion, and total deposits of $3.2 billion [2] - Primis Bank, the banking subsidiary, offers a variety of financial services to individuals and small- to medium-sized businesses through 24 full-service branches in Virginia and Maryland, as well as online and mobile applications [2]

Core Viewpoint - Primis Financial Corp. has signed a non-binding term sheet to sell a portion of its ownership in Panacea Financial Holdings, expected to generate approximately $22 million in proceeds and an additional pre-tax gain of $6.5 to $7.0 million due to the sales price exceeding the carrying value as of March 31, 2025 [1][2]. Financial Performance - As of March 31, 2025, Primis Financial Corp. reported total assets of $3.7 billion, total loans held for investment of $2.9 billion, and total deposits of $3.2 billion [3]. Strategic Implications - The CEO emphasized that realizing the gain from the sale will enable the company to pursue more aggressive strategies, such as share repurchase programs and accelerating growth initiatives [2]. - The company believes that the incremental margins in its core banking operations are currently better than they have been in several years, with minimal operating expense increases [2]. Commitment to Panacea - Despite the sale, the company maintains its confidence in Panacea's long-term potential and continues to support its mission of providing tech-enabled financial solutions to healthcare professionals [2].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1676 International Drive, Suite 900 McLean, Virg ...

Records Pre-Tax Gain of Approximately $24.6 millionMCLEAN, Va., May 13, 2025 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company") today reported that it has deconsolidated Panacea Financial Holdings ("PFH") effective March 31, 2025.   Accordingly, the Company will be revising its earnings release dated April 29, 2025 to reflect certain gains associated with recognizing the value of the Company's investment in PFH.The Company engaged an independent third party to evaluate the fai ...

Financial Data and Key Metrics Changes - The company reported a pretax net income of $4,500,000 for the first quarter, with adjustments leading to a pretax net income of $7,500,000 or $5,900,000 after tax, equating to a 66 basis point ROA [18][19] - Net interest margin increased to 3.15%, up from 2.90% in the previous quarter, benefiting from reduced deposit costs [19][20] - Core bank cost of deposits remained attractive at 183 basis points, with new loans yielding over 7% [20][21] Business Line Data and Key Metrics Changes - The core community bank's loan pipeline has tripled compared to a year ago, with a $25,000,000 increase in loans as of April [6][7] - The mortgage division closed $800,000,000 in loans in 2024, with a significant increase in production capacity due to new team additions [9][10] - Non-interest income for the quarter was $7,800,000, down from $8,500,000 in the previous quarter, primarily due to a negative swing in fee income related to the consumer program [20] Market Data and Key Metrics Changes - The company expects about $100,000,000 growth from the core bank, $150,000,000 from warehouse, and $125,000,000 from Panacea [8] - The digital platform is projected to fund around $500,000,000 in excess lending for Panacea by the end of the year, with a 1.5% after-tax ROI [12][13] Company Strategy and Development Direction - The company is focused on three strategies to drive higher ROAs, including growth in earning assets, expansion of the mortgage division, and consolidation of core processing contracts [5][8][11] - The digital platform is crucial for funding excess lending and supporting the community bank, reducing pressure on credit decisions [13][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving higher profitability in the second quarter, with no significant pressures on operating expenses [25][27] - The company anticipates a strong performance in mortgage volumes due to seasonal trends and recent team recruitments [30][32] Other Important Information - The company is working towards deconsolidating Panacea, which could improve operating results significantly [15][60] - The consumer loan portfolio has been moved back to held for investment, with a focus on reducing volatility and risk [16][19] Q&A Session Summary Question: Any potential issues for Q2 profitability? - Management noted an increase in earning assets and expected strong mortgage performance, with no significant pressures on operating expenses [25][27] Question: Resolution timeline for consumer loans? - Management indicated that a significant portion of promotional loans is expected to pay off within the year, with a focus on managing the remaining standard consumer loans [34][35] Question: Margin outlook for Q2 and the year? - Management projected a 5-10 basis points margin expansion in Q2, with a potential increase of 10-20 basis points by year-end [41][42] Question: Expectations for charge-offs going forward? - Management expects high charge-offs but believes they have sufficient reserves to absorb them as the portfolio runs off [52][53] Question: Timing for Panacea deconsolidation? - Management indicated that if deconsolidation is determined, it would be effective March 31, with a substantial gain expected from fair value treatment [59][60]