FRST Primis Financial Corp. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, directors Robert Y. Clagett and Charles A. Kabbash did not stand for re-election at the annual meeting of stockholders
held on May 21, 2026 (the “Annual Meeting”) and, accordingly, were not included in the list of director nominations in the
Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) of Primis Financial Corp. (the “Company”) filed
with the U.S. Securities and Exchange Commission on April 10, 2026. Accordingly, Mr. Clagett’s and Mr. Kabbash’s respective
terms on the Board of Directors (the “Board”) of the Company and of Primis Bank (“Bank”) ended effective as of
May 21, 2026. Prior to the Annual Meeting, Mr. Clagett served as a member of the Audit Committee and Compensation Committee of the Board
and Mr. Kabbash served as a member of the Governance Committee and Asset-Liability Management Committee of the Board. In connection with
Mr. Clagett’s and Mr. Kabbash’s departures, the Board, at the recommendation of its Corporate Governance Committee, nominated
Scott R. Gamble and J. Brock Saunders for election as directors at the Annual Meeting as disclosed in the Proxy Statement.

Mr. Clagett’s decision
not to stand for re-election was not the result of any disagreement between the Company and him on any matter relating to the Company’s
operations, policies or practices.

Mr.
Kabbash’s decision not to stand for re-election was not the result of any disagreement between the Company and him on any matter
relating to the Company’s operations, policies or practices.

The Company is grateful to
Mr. Clagett and Mr. Kabbash for their expert advice and counsel they provided the Board and the Company’s management team and
their valued service as a member of the Board.

Effective as of the May 21,
2026 Annual Meeting, and subject to Mr. Gamble’s and Mr. Saunders’ election at the Annual Meeting, the Board appointed Scott
R. Gamble to the Company and Bank boards and to serve on the Audit Committee and Asset-Liability Management Committee and J. Brock Saunders
to the Company and Bank boards and to serve on the Compensation Committee and Asset-Liability Management Committee.

Mr. Gamble   is
a Principal at Patriot Financial Partners, L.P. and has more than 38 years of banking experience. Prior to joining Patriot, Mr. Gamble
was the Regional President for BB&T’s Greater Delaware Valley Region. He was responsible for BB&T’s commercial and
retail management teams, covering the Greater Delaware Valley. In addition, he was responsible for the commercial real estate and regional
corporate lending teams. He also serves on the board of directors of First Bank (NASDAQ: FRBA) and Fortis Financial Inc. (a privately
held company). A graduate of Grove City College with a B.A. in Business Administration, Mr. Gamble has also pursued additional training
in management and capital markets. His vast experience throughout his banking career in the management of commercial banking, retail banking
and business development for community offices and business centers qualifies Mr. Gamble to serve on the board of directors at Primis
Financial Corp.

Mr. Saunders   is
currently the Managing Partner at Mattock Capital, a Richmond-based family office investing in a diverse set of alternative investments.
Prior to Mattock, Mr. Saunders was the President and Chief Investment Officer at James River Capital Corp., an investment management firm,
and before that was a Partner at Pleasant Lake Partners, a New York-based hedge fund. He started his career at Citigroup as a high-yield
credit trader, later moving to the firm’s proprietary trading business where he ultimately served as the Global Head of Equity Trading
in London. Mr. Saunders attended the University of Virginia where he earned a Bachelor of Arts in both government and history and served
as one of three representatives from the college on the Honor Committee. His diverse background in financial services, including capital
markets and investing, qualifies Mr. Saunders to serve on the board of directors at Primis Financial Corp.

The Board has determined that
Mr. Gamble and Mr. Saunders are “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no
family relationships between Mr. Gamble and Mr. Saunders and any director or executive officer of the Company. There are no arrangements
or understandings between Mr. Gamble and Mr. Saunders and any other persons or entities pursuant to which Mr. Gamble and Mr. Saunders
were appointed as a director of the Company.

There are no transactions
involving Mr. Gamble and Mr. Saunders and the Company that require disclosure under Item 404(a) of Regulation S-K.

As of the date of their appointment,
each of Mr. Gamble and Mr. Saunders is entitled to receive compensation that is consistent with the compensation received by the other
members of the Board. A description of the compensation payable to members of the Board is set forth under the heading “Director
Compensation” in the Company’s Definitive Proxy Statement filed with the SEC on April 10, 2026 and is incorporated herein
by reference.

A copy of the press release
announcing the changes to the Board is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Primis Financial
Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 24,772,072 shares
of common stock of the Company outstanding as of the record date for the Annual Meeting, 20,196,020 shares were present at the meeting
in person or by proxy. The final results of each of the proposals voted on by the Company’s stockholders are described below:

Proposal One – Elect Directors :
To elect ten directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2027 Annual
Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for
each director is as set forth below.

Nominee

Votes For

Votes Against

Broker Non-Votes

John F. Biagas

15,431,527

2,223,655

2,540,838

W. Rand Cook

14,786,032

2,869,150

2,540,838

Deborah B. Diaz

15,483,412

2,171,770

2,540,838

F. L. Garrett, III

16,638,116

1,017,066

2,540,838

Dr. Allen R. Jones, Jr.

16,930,739

724,443

2,540,838

John M. Eggemeyer

16,972,859

682,323

2,540,838

Eric A. Johnson

15,397,275

2,257,907

2,540,838

Scott R. Gamble

16,944,446

710,736

2,540,838

J. Brock Saunders

16,960,521

694,661

2,540,838

Dennis J. Zember, Jr.

16,990,535

664,647

2,540,838

The ten nominees were each
elected to the Board by a plurality of the votes of the shares of the Company’s common stock present in person or represented by
proxy at the Annual Meeting and entitled to vote on the election of directors, as required by the Company’s bylaws.

Proposal Two – Ratification of Auditors :
To ratify the appointment of Crowe, LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2026.

Votes For

Votes Against

Abstentions

20,170,536

20,717

4,767

The vote required to approve
this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented
by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Proposal Three – Advisory (Non-binding)
Vote to Approve Compensation of Named Executive Officers : To hold an advisory vote to approve, on a non-binding basis, the compensation
of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Votes For

Votes Against

Broker Non-Votes

Abstentions

15,714,681

1,910,497

2,540,838

30,004

The vote required to approve
this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented
by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 27, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)