Primis Financial Corp. Reports Earnings per Share for the Third Quarter of 2025

Declares Quarterly Cash Dividend of $0.10 Per Share

MCLEAN, Va., Oct. 23, 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 $7 million, or $0.28 per diluted share, for the quarter ended September 30, 2025, compared to $1 million, or $0.05 per diluted share, for the quarter ended September 30, 2024. 

For the nine months ended September 30, 2025, the Company reported net income available to common shareholders of $32 million, or $1.29 per diluted share, compared to a net income available to common shareholders of $7 million or $0.29 per diluted share, for the same period in 2024.

Commenting on the quarter, Dennis J. Zember, Jr., President and Chief Executive Officer, stated, “We are excited to see the profitability improvement we have been driving towards finally bear fruit this quarter.  Adjusting for reversed interest and short-term expenses expected to decline in the next quarter described below, management estimates run-rate pre-tax earnings were $11 million in the third quarter which equates to an approximately 90 basis point return on assets.  The tremendous momentum in all of our business lines combined with strong operating leverage will drive this profitability higher into 2026.”

Operating Results

Operating results in the quarter continue to point to the necessary momentum on key areas to achieve the operating results that management expects.  Significant items occurring during the third quarter of 2025 were:

• Improved net interest margin – the Company’s net interest margin for the third quarter of 2025 was 3.18% and core net interest margin was 3.15%⁽¹⁾ for the third quarter of 2025, up from 2.97% and 2.80%⁽¹⁾, respectively, in the same quarter a year ago. Adjusting for interest reversals on loans that moved to nonaccrual in the quarter, the core net interest margin would have been 3.23% for the third quarter of 2025. Continued rebuilding of earning asset levels coupled with favorable deposit pricing was responsible for the improvement during the third quarter of 2025. Management expects further improvement in the fourth quarter of 2025 due to rate cuts experienced late in the third quarter of 2025.
• Significant operating leverage continues as the Company’s continued growth in revenue with little to no increase in operating expenses has improved operating performance and points to the advantages of the Company’s scalable strategies. Total revenue, excluding gains realized on the sale of the Panacea Financial Holdings, Inc. (“PFH”) stock, increased during the linked quarter by $5 million, while expenses increased by only $400 thousand.
• Spread revenue exceeds levels experienced before the sale of Life Premium Finance (“LPF”) in the fall of 2024 with only two-thirds of the balances replaced so far.
• Ending balances of non-interest bearing checking accounts were higher by 16% compared to the same quarter in 2024. Growth in checking balances associated with national lines of business as well as in the core bank supported by V1BE contributed to growth for five straight quarters.
• Total loan balances in the Company’s third party originated consumer loan book continued to shrink, ending at $101 million as of September 30, 2025, a decline of $79 million or 44% from the same period in 2024. Provisions associated with the loan portfolio were $0.3 million in the third quarter of 2025 compared to $4.0 million in the same quarter of 2024.

Significant Improvement In All Divisions

As discussed in previous quarters, the Company spent substantial time and energy in 2024 focusing the organization on its core bank and lines of business that drive premium operating results. The third quarter of 2025 demonstrated progress in key areas that are expected to continue and build through the rest of the year and into 2026. The following discussion highlights recent progress for each of these strategies:

Core Community Bank

The core bank’s 24 banking offices in Virginia and Maryland represented almost two thirds of the Company’s total balance sheet.  Management believes the core bank’s value amongst its regional peers is undeniable given how well its balance sheet is positioned:

• The Core bank has low concentrations of investor CRE (26% of total loans and only 213% of regulatory capital)
• A robust pipeline of mostly new customers to the bank with yields that are incremental to the Bank’s margin
• Cost of deposits of 1.73% in the third quarter of 2025 compared to 2.29% in the same quarter in 2024.
• Zero brokered deposits and low utilization of FHLB borrowings.
• A proprietary banking app for commercial depositors that drives new sales independent of lending efforts in and around our region.

Approximately 20% of the core bank’s deposit base are noninterest bearing deposits, supported with what management believes is the region’s best and most unique technology including the Bank’s proprietary V1BE service, which directly supports more than $200 million of mostly commercial clients in the Bank’s footprint.  Approximately $30 million of checking accounts are associated with customers that use V1BE every week. The Company is frequently approached by other community banks looking to use this technology with their own customers.  Primis is currently implementing enhancements to make V1BE easier to license to other banks and expects to have its first customer onboard in the near future. 

Primis Mortgage

Primis Mortgage has closed mortgage volume of $308 million in the third quarter of 2025, up 34% compared to the same quarter in 2024.  Pre-tax earnings for Primis mortgage were approximately $1.9 million for the third quarter of 2025, up substantially from $0.1 million in the second quarter of 2025, which was impacted by the addition of new teams, and $1.1 million for the third quarter of 2024. 

Mortgage Warehouse

Mortgage warehouse lending activity was significant in the first three quarters of 2025 following the expansion of the team in the fall of 2024.  Outstanding loan balances at September 30, 2025 were $327 million, up 77% from $185 million at June 30, 2025 and up 411% from $64 million at December 31, 2024.  Committed facilities ended the third quarter of 2025 at $1 billion versus $804 million at June 30, 2025 and $349 million at the end of 2024.  Mortgage warehouse also funded approximately 10% of its balance sheet with associated customer noninterest bearing deposit balances totaling $34 million at September 30, 2025, up 66% from June 30, 2025.  

Panacea Financial

Panacea’s growth remained strong through the third quarter of 2025 with loans outstanding of $548 million, up 40% compared to the same quarter in 2024, including loans held for sale.  At the end of the third quarter of 2025, Panacea customer deposits totaled $133 million, up 47% from September 30, 2024.  Panacea continues to have success recruiting healthcare bankers and supporting these bankers with customer acquisition efforts through brand recognition, social media and endorsement from influential industry associations.  Efforts to secure flow agreements and build capital market strategies that will allow for faster growth in customer acquisition without straining the Company’s balance sheet or concentrations are underway and expected to be in place shortly.  Panacea is the number one ranked “Bank for doctors” on Google and banks over 7,500 professionals and practices nationwide.      

Digital Platform

Funding for the national strategies is provided exclusively by the Bank’s digital platform powered by what the Bank believes is one the safest and most functional deposit accounts in the nation.  Because of the scalability of the platform, there is no pressure whatsoever on the core bank to provide funding and risk the profitable, decades old relationships with core customers.

The platform ended the third quarter of 2025 with over $1.0 billion of deposits with a cost of deposits of 4.07% in the month of September 2025, compared to $0.9 billion at September 30, 2024 with a cost of 4.91%.  Over 1,000 of our digital accounts have come from referrals from another customer and approximately 77% of our consumer accounts have been with the bank for over two years.

Net Interest Income

Net interest income in the third quarter of 2025 was $29 million compared to $28 million in the third quarter of 2024.  The Company’s net interest margin improved as well, moving higher to 3.18% in the third quarter of 2025 compared to 2.97% in the same quarter of 2024.  Adjusting for reversed interest of $0.7 million on loans moving to nonaccrual, net interest income would have been $30 million in the third quarter of 2025.

Commenting on the improvement in spread income and margins, Mr. Zember said, “We have spent the last year divesting the consumer loan book and the life premium finance book and building scale and revenues in mortgage warehouse.  We had conviction in the timing on warehouse and in our team and through three quarters of this strategy, it is increasingly clear that this was the right move.  Total loans in this division averaged $210 million in the third quarter of 2025 with approximately $2.1 million of net interest income, compared to an immaterial amount of activity in the year-ago period.  We are confident that the growth in warehouse will far outpace the expected runoff in the other portfolios and that revenues and margins will continue to benefit from this strategic move.”

Cost of deposits in the bank have benefitted from both the core bank’s management of interest expense as well as on the digital platform.  In the third quarter of 2025, the Company reported cost of interest-bearing deposits of 2.88% compared to 3.48% in the same quarter in 2024.  Additional rate adjustments were made late in the third quarter of 2025 after the Federal Reserve reduced rates by 0.25% that are expected to drive costs lower in the fourth quarter with an estimated beta of 70%.

Noninterest Income

Noninterest income was $12 million in the third quarter of 2025 versus $9 million in the third quarter of 2024.  Mortgage related income grew 31% to $9 million in the third quarter of 2025 compared to $7 million in the same quarter in 2024.  Noninterest income associated with the Consumer Program was $0.3 million in the third quarter of 2025 compared to $0.6 million in the second quarter of 2025 and $0.1 million in the third quarter of 2024.   Noninterest income from the consumer program will be increasingly immaterial going forward as promotional loans have declined to only $7 million at the end of the third quarter of 2025.  Other service charges and deposit related fees were $1.4 million for the third quarter of 2025 and flat compared to the third quarter of 2024.  Noninterest income also included $0.3 million of gain related to mark-to-market adjustments of the Company’s shares in PFH.

Noninterest Expense

Noninterest expense was $32 million for the third quarter of 2025, compared to $31 million for the same quarter of 2024.  Expenses in the third quarter of 2025 include $1.1 million in legal fees associated with mortgage recruiting that management expects to normalize in the fourth quarter of 2025 and the first quarter of 2026. 

Material items affecting total operating expenses were increases in salaries and benefits of $2 million or 11% compared to the third quarter of 2024.  The mortgage company and its growth in production and revenues accounted for all of the growth in salaries and benefits while the remainder of the bank managed to reflect a very slight decline in total compensation costs.  For the third quarter of 2025, the mortgage company reported $7 million in total salaries and benefits, an increase of $2 million or 35% compared to the same period in 2024.  The remainder of the Company reported total compensation costs of $11 million in the third quarter of 2025, down slightly from the $12 million reported in the third quarter of 2024.  Collectively, we believe the management of staff and related costs over the twelve month period described here evidences management’s successful approach at operating leverage.

Data processing expenses in the quarter were $2.4 million compared to $2.6 million in the same quarter in 2024.  Management expects some continued decline in the coming quarter as the Company’s new contract terms only benefitted the Company for two out of three months in the third quarter of 2025 with savings equal to approximately $0.4 million per month.

Professional fees were down in the third quarter of 2025 to $2.5 million compared to $2.9 million in the same period in 2024.  Fees in the current quarter contain the $1.1 million noted above related to mortgage recruiting that management expects to abate in the coming quarters.  Excluding these mortgage related amounts, management believes professional fees in the $1.5 million range to be appropriate.  Occupancy expense was also higher by approximately $0.3 million related to branch expenses that are not expected to continue in the fourth quarter.

Lastly, net expense attributable to the Panacea division was approximately $1.7 million  higher in the third quarter of 2025 than both the second quarter of 2025 and third quarter of 2024.  This higher expense was offset by higher revenue and recovery of provision for credit losses related to the division that combined increased $2.1 million in the third quarter of 2025.

The following table reflects the core operating expense burden at the Company, net of mortgage related and Panacea division impacts.

Loan Portfolio and Asset Quality

Loans held for investment increased to $3.2 billion at September 30, 2025 compared to $3.1 billion at June 30, 2025 and $3.0 billion at September 30, 2024 prior to the sale of the Life Premium Finance portfolio.  Important drivers in these levels are seen below:

• Core Bank loans totaled $2.1 billion at September 30, 2025 compared to $2.2 billion at September 30, 2024.
• Panacea Financial loans grew $155 million or 40% to $548 million over the past 12 months ending September 30, 2024.
• Mortgage warehouse outstandings improved to $327 million at the end of the third quarter of 2025 compared to only $15 million at the same time in 2024. Approved lines grew substantially during the third quarter of 2025 to $1.0 billion, up approximately 40% since June 30, 2025.
• Loan balances associated with the consumer loan program declined to $101 million at September 30, 2025, net of the fair value discounts compared to $180 million at September 30, 2024. Importantly, loans in promotional periods with full deferral were only $4.8 million or 5% of gross loans at September 30, 2025 compared to $56 million or 31% of total loans a year ago.
• Investor CRE as a percentage of regulatory capital was 213% at both September 30, 2025 and September 30, 2024.

Nonperforming assets, excluding portions guaranteed by the SBA, were 2.07% of total assets at September 30, 2025 compared to 1.90% of total assets at June 30, 2025.  The increase in nonperforming assets was largely due to one commercial loan that was downgraded in the third quarter of 2025.  This loan was evaluated for impairment at September 30, 2025 with no impairment determined to be required at that time.  The increase of nonaccrual loans of $32 million in the third quarter of 2025 was largely due to the loan noted above and a separate commercial relationship that was 90 days past due at June 30, 2025 but subsequently moved to nonaccrual.  This loan was already substandard and impaired by approximately $5 million in the fourth quarter of 2024.  As in prior quarters, the Bank has no other real estate owned at the end of the third quarter of 2025.

The Company recorded a recovery of credit losses of $49 thousand for the third quarter of 2025 compared to a provision for credit losses of $8 million for both the second quarter of 2025 and third quarter in 2024.  The recovery of credit losses was driven by the changing mix of the Bank’s loan portfolio to loan categories with lower reserve requirements and the move of approximately $53 million of commercial loans to held for sale.  As previously stated, the Company moved the Consumer Program loan book into its held for investment loan portfolio in the first quarter of 2025 and evaluated the portfolio using its CECL model at that time.  Based on performance during the quarter, there was provision expense of $274 thousand associated with the Consumer Program in the third quarter of 2025.  As a percentage of loans held for investment, the allowance for credit losses was 1.40% at the end of the third quarter of 2025 compared to 1.72% at the end of the third quarter of 2024. Total allowance and discounts on the Consumer Program loan portfolio totaled $10.4 million at September 30, 2025 which represents 9.5% of gross principal balance and 346% of loans more than one period delinquent as of that date.

Deposits and Funding

Total deposits at September 30, 2025 were essentially flat at $3.3 billion when compared to the same period in 2024, although the mix of deposits has improved significantly with the growth in checking accounts.  Noninterest bearing demand deposits were $490 million at September 30, 2025, an annualized growth rate of 16% compared to balances at September 30, 2024.  The Company had FHLB advances totaling $85 million outstanding at September 30, 2025 that resulted from a spike in mortgage activity at the end of the quarter.  

Shareholders’ Equity

Tangible book value per common share⁽¹⁾ at the end of the third quarter of 2025 was $11.71, an increase of $1.29 or 12% from levels reported at December 31, 2024.  Tangible common equity⁽¹⁾ ended the third quarter of 2025 at $289 million, or 7.48% of tangible assets⁽¹⁾.  

The Board of Directors declared a dividend of $0.10 per share payable on November 21, 2025 to shareholders of record on November 7, 2025.  This is Primis’ fifty-sixth consecutive quarterly dividend. 

About Primis Financial Corp.

As of September 30, 2025, Primis had $4.0 billion in total assets, $3.2 billion in total loans held for investment and $3.3 billion in total deposits. Primis Bank provides a range of financial services to individuals and small- and medium-sized businesses through twenty-four full-service branches in Virginia and Maryland and provides services to customers through certain online and mobile applications.

Primis Financial Corp., NASDAQ Symbol FRST
Website: www.primisbank.com

Conference Call

The Company’s management will host a conference call to discuss its third quarter results on Friday, October 24, 2025 at 10:00 a.m. (ET). A live Webcast of the conference call is available at the following website: https://events.q4inc.com/attendee/859535228.  Participants may also call 1-888-330-3573 and ask for the Primis Financial Corp. call.  A replay of the teleconference will be available for 7 days by calling 1-800-770-2030 and providing Replay Access Code 4440924.

Non-GAAP Measures

Statements included in this press release include non-GAAP financial measures and should be read along with the accompanying tables. Primis uses non-GAAP financial measures to analyze its performance. The measures entitled net income adjusted for nonrecurring income and expenses; pre-tax pre-provision operating earnings; operating return on average assets; pre-tax pre-provision operating return on average assets; operating return on average equity; operating return on average tangible equity; operating efficiency ratio; operating earnings per share – basic; operating earnings per share – diluted; tangible book value per share; tangible common equity; tangible common equity to tangible assets; and core net interest margin are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. We use the term “operating” to describe a financial measure that excludes income or expense considered to be non-recurring in nature.  Items identified as non-operating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business.  A reconciliation of these non-GAAP financial measures to the most comparable GAAP measures is provided in the Reconciliation of Non-GAAP Items table.

Management believes that these non-GAAP financial measures provide additional useful information about Primis that allows management and investors to evaluate the ongoing operating results, financial strength and performance of Primis and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Primis’ performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Primis.  Non-GAAP financial measures are not standardized and, therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names.

Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Such statements can generally be identified by such words as “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” “will,” and other similar words or expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, but are not limited to, our expectations regarding our future operating and financial performance, including the preliminary estimated financial and operating information presented herein, which is subject to adjustment; our outlook and long-term goals for future growth and new offerings and services; our expectations regarding net interest margin; expectations on our growth strategy, expense management, capital management and future profitability; expectations on credit quality and performance; and the assumptions underlying our expectations.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Factors that might cause such differences include, but are not limited to: instability in global economic conditions and geopolitical matters; the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas; changes in interest rates, inflation, loan demand, real estate values, or competition, as well as labor shortages and supply chain disruptions; the impact of tariffs, trade policies, and trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, and decreased demand for other banking products and services); the Company’s ability to implement its various strategic and growth initiatives, including its recently established Panacea Financial Division, digital banking platform, V1BE fulfillment service, Mortgage Warehouse division and Primis Mortgage Company; the risks associated with the Life Premium Finance sale, including failure to achieve the expected impact to our operating results; competitive pressures among financial institutions increasing significantly; changes in applicable laws, rules, or regulations, including changes to statutes, regulations or regulatory policies or practices; changes in management’s plans for the future; credit risk associated with our lending activities; changes in accounting principles, policies, or guidelines; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions; potential impacts of adverse developments in the banking industry highlighted by high-profile bank failures, including impacts on customer confidence, deposit outflows, liquidity and the regulatory response thereto; potential increases in the provision for credit losses; our ability to identify and address increased cybersecurity risks, including those impacting vendors and other third parties; fraud or misconduct by internal or external actors, which we may not be able to prevent, detect or mitigate; acts of God or of war or other conflicts, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions; action or inaction by the federal government, including as a result of any prolonged government shutdown; and other general competitive, economic, political, and market factors, including those affecting our business, operations, pricing, products, or services.

Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.

(1) Non-GAAP financial measure.  Please see “Reconciliation of Non-GAAP Items” in the financial tables for more information and for a reconciliation to GAAP.