Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program and Compliance with Nasdaq Listing Rules

Rhea-AI Summary

Primis Financial Corp. (NASDAQ: FRST) has announced two significant developments. First, its board approved a new stock repurchase program for up to 740,600 shares of common stock, running from December 19, 2024, to December 19, 2025. The program allows for open market and private purchases, with flexibility in timing and volume based on market conditions and other factors.

Second, Primis received confirmation from the Nasdaq Hearings Panel that it has regained compliance with Listing Rule 5250(c)(1) as of December 11, 2024. The company will be subject to a Mandatory Panel Monitor for one year. As of September 30, 2024, Primis reported $4.0 billion in total assets, $2.9 billion in total loans, and $3.3 billion in total deposits.

Positive

• Authorization to repurchase up to 740,600 shares, potentially increasing shareholder value
• Regained compliance with Nasdaq listing requirements
• Strong asset base of $4.0 billion with $2.9 billion in loans and $3.3 billion in deposits

Negative

• Subject to one-year Mandatory Panel Monitor by Nasdaq
• Previous listing compliance issues indicate potential governance concerns

Insights

Financial Analyst

The reauthorization of a stock repurchase program for up to 740,600 shares by Primis Financial is a strategically significant move. With a current market cap of $290.2M, this buyback represents approximately 3% of outstanding shares. The program's flexibility in execution through both open market and private transactions, coupled with Rule 10b-18 compliance, provides management with tactical advantages for capital deployment. The timing is particularly noteworthy as it coincides with the company regaining Nasdaq compliance, potentially signaling management's confidence in the bank's financial position. For a regional bank with $4.0B in assets, $2.9B in loans and $3.3B in deposits, this buyback program represents a balanced approach to capital return while maintaining operational stability. In simpler terms: the bank is showing confidence by planning to buy back some of its own shares, which typically helps boost the stock price and signals management believes their shares are undervalued.

Market Research Analyst

The dual announcement of the share repurchase program and Nasdaq compliance resolution creates a positive market sentiment catalyst. The one-year monitoring period under Nasdaq's Mandatory Panel Monitor, while procedural, demonstrates restored regulatory standing. The buyback's 12-month window provides strategic flexibility, allowing management to opportunistically repurchase shares based on market conditions and valuation metrics. Looking at the broader context of regional banking, this move aligns with industry trends where institutions are actively managing capital structures amid evolving market dynamics. For retail investors, this represents both a technical support for the stock price and a fundamental validation of the company's operational health. Think of it as the company using its cash to invest in itself - much like a vote of confidence in its own future.

MCLEAN, Va., Dec. 19, 2024 /PRNewswire/ -- Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), today announced that the board of directors of the Company (the "Board") approved a stock repurchase program for up to 740,600 of the outstanding shares of the Company's common stock (the "Stock Repurchase Program"). The Stock Repurchase Program will begin on December 19, 2024 and conclude on December 19, 2025, subject to the earlier termination or extension of the Stock Repurchase Program by the Board or the total shares designated for the Stock Repurchase Program are depleted. 

Under the Stock Repurchase Program, the Company may repurchase shares of common stock from time to time in open market purchases or privately negotiated transactions. Any open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable legal requirements. Repurchases under the Stock Repurchase Program may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased by the Company when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including the performance of the Company's stock price, general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin or terminate repurchases at any time prior to the Stock Repurchase Program's expiration, without any prior notice. The Stock Repurchase Program does not obligate the Company to repurchase any particular number or amount of shares of common stock.

The Company also announced today that, as expected, it received a decision ("Compliance Decision") from the Nasdaq Hearings Panel (the "Panel") granting the Company's request for continued listing on the Nasdaq Capital Market, and confirming that the Company has regained compliance with Listing Rule 5250(c)(1) as of December 11, 2024. Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the Compliance Decision.

About Primis Financial Corp.

As of September 30, 2024, Primis had $4.0 billion in total assets, $2.9 billion in total loans 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.

Contacts:	Address:
Dennis J. Zember, Jr., President and CEO	Primis Financial Corp.
Matthew A. Switzer, EVP and CFO	1676 International Drive, Suite 900
Phone: (703) 893-7400	McLean, VA 22102

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

Forward-Looking Statements

This press release may contain forward-looking statements that are based on various facts and derived utilizing numerous important assumptions that are subject to known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the timing, manner, amount, and overall impact of future purchases under the Stock Repurchase Program, as well as any other statement other than statements of historical fact. Words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would," and "outlook," or the negative version of those words, or such other comparable words or phrases are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements are not historical facts, and are based on current expectations, estimates, and projections about the Company's industry, management's beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company's control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, assumptions, and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Unless required by law, the Company also disclaims any obligation to update any forward-looking statements. Interested parties should not place undue reliance on any forward-looking statement and should carefully consider the risks and other factors that the Company faces.  For a discussion of these risks and other factors, please see the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in the Company's most recent Annual Report on Form 10-K and any subsequent quarterly reports on Form 10-Q, and in other documents that we file with the Securities and Exchange Commission from time to time.

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SOURCE Primis Financial Corp.

FAQ

How many shares can Primis Financial Corp. (FRST) repurchase under its new program?

Primis Financial Corp. can repurchase up to 740,600 shares of its common stock under the new program.

When does Primis Financial Corp.'s (FRST) stock repurchase program begin and end?

The stock repurchase program begins on December 19, 2024, and concludes on December 19, 2025, unless terminated or extended by the Board.

What are Primis Financial Corp.'s (FRST) total assets as of September 30, 2024?

Primis Financial Corp. reported total assets of $4.0 billion as of September 30, 2024.

When did Primis Financial Corp. (FRST) regain Nasdaq compliance?

Primis Financial Corp. regained compliance with Nasdaq Listing Rule 5250(c)(1) as of December 11, 2024.

How long will Primis Financial (FRST) be under Nasdaq's Mandatory Panel Monitor?

Primis Financial will be subject to Nasdaq's Mandatory Panel Monitor for one year from the date of the Compliance Decision.