Primis Financial Corp. Announces Receipt of Stay Extension

Rhea-AI Summary

Primis Financial Corp. (NASDAQ: FRST) has received a stay extension from Nasdaq regarding its delisting determination. Following the company's hearing request on April 9, 2025, Nasdaq has scheduled a hearing for May 15, 2025, and will stay the delisting process until the Panel makes a final written decision.

The company expects to file its Form 10-K for the year ending December 31, 2024, before the hearing date, which would bring it into compliance with Nasdaq Listing Rules. As of December 31, 2024, Primis reported $3.7 billion in total assets, $2.9 billion in total loans held for investment, and $3.2 billion in total deposits. The company operates through twenty-four full-service branches across Virginia and Maryland.

Positive

• Received stay extension from Nasdaq, temporarily preventing immediate delisting
• Company expects to file Form 10-K before hearing date to regain compliance
• Maintains substantial asset base of $3.7B with $2.9B in loans and $3.2B in deposits

Negative

• Facing potential delisting from Nasdaq
• Delayed filing of 2024 Form 10-K indicates potential accounting or control issues
• Risk of regulatory penalties and shareholder lawsuits due to reporting delays

Insights

Financial Regulatory Expert

Primis Financial Corp's receipt of a stay extension from Nasdaq regarding its delisting determination represents a significant regulatory challenge that creates substantial uncertainty for shareholders. The bank holding company's failure to file its 2024 Form 10-K on time triggered the initial delisting action, pointing to potential internal control deficiencies that are particularly concerning for a financial institution.

The scheduled May 15 hearing provides a critical timeline, with the company explicitly stating they expect to file the overdue financial statements before this date. However, the forward-looking statements section contains several concerning disclosures that suggest deeper issues, including references to possible "errors or control deficiencies in accounting practices," "material weaknesses in internal control," and potential "investigations or actions by governmental authorities."

For a banking entity with $3.7 billion in assets, $2.9 billion in loans, and $3.2 billion in deposits, financial reporting delays create substantial regulatory risk. The financial services industry operates on trust and transparency, making these compliance issues particularly problematic as they could potentially impact depositor confidence and regulatory relationships.

While the stay provides temporary relief, the underlying issues that caused the delayed filing remain unresolved. Investors should recognize that delayed financial reporting frequently signals more significant accounting or governance problems that could potentially lead to restatements or regulatory penalties, creating material risk to shareholder value beyond the immediate delisting concern.

MCLEAN, Va., April 14, 2025 /PRNewswire/ -- As previously disclosed on the Form 8-K dated April 9, 2025, Primis Financial Corp. (NASDAQ: FRST) (the "Company"), submitted a hearing request ("Hearing Request") to The Nasdaq Stock Market LLC ("Nasdaq") appealing Nasdaq's delisting determination and requesting a stay of delisting of the Company's securities pending a final written decision by the Nasdaq Hearings Panel (the "Panel").

On April 10, the Company received a response letter from the Nasdaq Hearings Advisor setting the hearing for Thursday, May 15, 2025 and staying the delisting determination pending a final written decision by the Panel.

The Company plans to file the Form 10-K for the year ending December 31, 2024 as promptly as practicable and currently expects to do so prior to the hearing, at which point the Company will be in compliance with the Nasdaq Listing Rules.

About Primis Financial Corp.

As of December 31, 2024, Primis had $3.7 billion in total assets, $2.9 billion in total loans held for investment and $3.2 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 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 press release 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 that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a further material delay in the Company's financial reporting, including as a result of unanticipated factors or factors that the Company currently believes will not cause delay that could cause further delay; the possibility that the ongoing review may identify errors or control deficiencies in the Company's accounting practices; the risk that any restatements may subject us to unanticipated costs or regulatory penalties and could cause investors to lose confidence in the accuracy and completeness of our financial statements; the likelihood that the control deficiencies that may be identified in the future will result in material weaknesses in the Company's internal control over financial reporting; the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, the Nasdaq Listing Rules, or experience violations of additional Listing Rules; the possibility that Nasdaq may deny the Company's appeal and delist the Company's securities; the risk of investigations or actions by governmental authorities or regulators and the consequences thereof, including the imposition of penalties; the risk that the Company may become subject to shareowner lawsuits or claims; risks related to our ability to implement and maintain effective internal control over financial reporting and/or disclosure controls and procedures in the future, which may adversely affect the accuracy and timeliness of our financial reporting; the inherent limitations in internal control over financial reporting and disclosure controls and procedures; remediation of any potential deficiencies with respect to the Company's internal control over financial reporting and/or disclosure controls and procedures may be complex and time-consuming; and the impact of these matters on the Company's performance and outlook and other 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. The forward-looking statements in this press release are based upon information available to the Company as of the date of this press release, 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.

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SOURCE Primis Financial Corp.

FAQ

What is the current status of FRST's Nasdaq delisting appeal?

FRST has received a stay extension with a hearing scheduled for May 15, 2025. The delisting is suspended pending the Panel's final decision.

When will FRST file its delayed 2024 Form 10-K?

FRST expects to file its 2024 Form 10-K before the May 15, 2025 Nasdaq hearing.

What are FRST's key financial metrics as of December 31, 2024?

FRST reported $3.7B in total assets, $2.9B in total loans held for investment, and $3.2B in total deposits.

How many branches does FRST operate and where?

FRST operates 24 full-service branches across Virginia and Maryland.