FRST 8-K filed 2025 · insiderdelta

Item 8.01. Other Events.

On December 18, 2025, the Board of Directors of Primis Financial
Corp. (the “Company”) authorized a stock repurchase program (the “Stock Repurchase Program”) under which the Company
may repurchase up to 750,000 shares of its common stock. The Stock Repurchase Program will begin on December 18, 2025 and end on
December 18, 2026. Repurchases under the Stock Repurchase Program may be made from time to time through open market purchases, privately
negotiated transactions or such other manners as will comply with applicable laws and regulations. The timing and actual number of shares
repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate
liquidity requirements and priorities. The Stock Repurchase Program does not obligate the Company to purchase any particular number of
shares and there is no guarantee as to the exact number of shares that will be repurchased by the Company. The Stock Repurchase Program
may be suspended, modified or terminated by the Company at any time and for any reason, without prior notice.

A copy of the press release announcing the Stock Repurchase Program
is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, about the Company that
involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report
on Form 8-K are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words
such as “anticipate,” “believe,” “intend,” “may,” “plan,” “should,”
“will,” or the negative of these words or other similar terms or expressions. Important factors may cause actual results to
differ materially from those in the forward-looking statements include factors contained in the “Risk Factors” section and
elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K
and its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The forward-looking statements in this Current
Report on Form 8-K are based upon information available to the Company as of the date of this Current Report on Form 8-K, and
while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete,
and its statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual
results differ materially from those anticipated in the forward-looking statements.

FRST Primis Financial Corp. - 8-K

Item 8.01 - Other Events

Item 9.01 - Financial Statements and Exhibits