Castle Creek sells 254,175 Primis Financial (FRST) shares, drops below 5%

Rhea-AI Filing Summary

Castle Creek Capital Partners VII, LP, a significant investor in Primis Financial Corp., has reduced its ownership through open-market sales. Between April 13 and April 17, 2026, it sold 254,175 shares of common stock for net proceeds of $3,545,670.55.

After these transactions, Fund VII owns 1,076,499 Primis shares, representing about 4.4% of the company’s 24,699,185 shares outstanding as of February 27, 2026. As of April 17, 2026, the reporting persons are no longer beneficial owners of more than five percent of Primis’ common stock.

Insights

Equity ownership and governance analyst

Large Primis holder sold shares and dropped below the 5% reporting threshold.

Castle Creek Capital Partners VII, LP disclosed open-market, broker-assisted sales totaling 254,175 Primis Financial shares between April 13 and April 17, 2026, for net proceeds of $3,545,670.55. These trades modestly reduced a concentrated institutional position.

Following the sales, Fund VII holds 1,076,499 shares, about 4.4% of Primis common stock, based on 24,699,185 shares outstanding as of February 27, 2026. This moves the investor below the five-percent beneficial ownership threshold that typically triggers heightened reporting.

Castle Creek and its managing entity retain shared voting and dispositive power over the remaining shares, while the managing entity disclaims beneficial ownership beyond its pecuniary interest. Future ownership changes would be expected to appear in subsequent beneficial ownership reports if material.

Key Figures

Shares sold: 254,175 shares Sale proceeds: $3,545,670.55 Remaining holdings: 1,076,499 shares +3 more

6 metrics

Shares sold 254,175 shares Aggregate Primis common shares sold between April 13–17, 2026

Sale proceeds $3,545,670.55 Net proceeds from April 13–17, 2026 open-market sales

Remaining holdings 1,076,499 shares Fund VII Primis common stock position after reported sales

Ownership percentage 4.4% Portion of Primis common stock beneficially owned by Fund VII

Shares outstanding 24,699,185 shares Primis common stock outstanding as of February 27, 2026

April 17, 2026 sale price $14.17/share Weighted average price for 100,000 shares sold on April 17, 2026

Key Terms

beneficial owner, shared voting power, shared dispositive power, open market, broker-assisted transactions, +2 more

6 terms

beneficial owner financial

"the Reporting Persons have ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Fund VII has shared power to vote or direct the vote"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"shared power to dispose or direct the disposition of the 1,076,499 shares"

open market, broker-assisted transactions financial

"engaged in the following open market, broker-assisted transactions with respect to the Common Stock"

weighted average price financial

"sold on April 13, 2026 at a weighted average price of $13.84 per share"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

pecuniary interest financial

"CCC VII disclaims beneficial ownership ... except to the extent of its pecuniary interest therein"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Primis Financial Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74167B109

(CUSIP Number)

Deborah Sykes
11682 El Camino Real, Suite 320,
San Diego, CA, 92130
858-756-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74167B109

1

Name of reporting person

Castle Creek Capital Partners VII, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,076,499.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,076,499.00

11

Aggregate amount beneficially owned by each reporting person

1,076,499.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

SCHEDULE 13D

CUSIP Number(s): 74167B109

1

Name of reporting person

Castle Creek Capital VII LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,076,499.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,076,499.00

11

Aggregate amount beneficially owned by each reporting person

1,076,499.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Primis Financial Corp.
(c)	Address of Issuer's Principal Executive Offices: 1676 International Drive, Suite 900, McLean, VIRGINIA , 22102.
Item 1 Comment: This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") amends and supplements the Schedule 13D filed on June 27, 2017 (as previously amended by Amendment No, 1, filed on November 11, 2020, Amendment No 2, filed on November 19, 2020, Amendment No. 3, filed on December 18, 2020, Amendment No. 4, filed on February 23, 2021, and Amendment No. 5, filed on April 13, 2026, the "Schedule 13D") with the U.S. Securities and Exchange Commission (the "SEC"), relating to the shares of common stock, par value $0.01 per share ("Common Stock"), of Primis Financial Corp. (the "Issuer" or the "Company"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 6 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: Between April 13, 2026 and April 17, 2026 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 254,175 shares of Common Stock for proceeds of $3,545,670.55, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 1,076,499 shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows: Fund VII owns 1,076,499 shares of the Common Stock, which represents approximately 4.4%* of the Common Stock. *This calculation is based on 24,699,185 shares of Common Stock of the Company outstanding as of February 27, 2026, as reported in the Company's annual report on Form 10-K filed with the SEC on March 16, 2026.
(b)	Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,076,499 shares of Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D: (i) 83,769 shares of Common Stock sold on April 13, 2026 at a weighted average price of $13.84 per share (in multiple open market, broker-assisted transactions ranging from $13.76 to $13.86 per share, inclusive); (ii) 26,013 shares of Common Stock sold on April 14, 2026 at a weighted average price of $13.82 per share (in multiple open market, broker-assisted transactions ranging from $13.80 to $13.85 per share, inclusive); (iii) 2,217 shares of Common Stock sold on April 15, 2026 at a weighted average price of $13.82 per share (in multiple open market, broker-assisted transactions ranging from $13.80 to $14.00 per share, inclusive); (iv) 42,176 shares of Common Stock sold on April 16, 2026 at a weighted average price of $13.91 per share (in multiple open market, broker-assisted transactions ranging from $13.84 to $13.96 per share, inclusive); and (v) 100,000 shares of Common Stock sold on April 17, 2026 at a weighted average price of $14.17 per share (in multiple open market, broker-assisted transactions ranging from $14.01 to $14.30 per share, inclusive).
(e)	As of April 17, 2026, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Castle Creek Capital Partners VII, LP

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	04/21/2026

Castle Creek Capital VII LLC

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	04/21/2026

FAQ

What change in ownership did Castle Creek report in Primis Financial (FRST)?

Castle Creek Capital Partners VII, LP reported selling 254,175 Primis Financial common shares between April 13 and April 17, 2026. After these sales, it holds 1,076,499 shares, representing about 4.4% of Primis’ outstanding common stock based on 24,699,185 shares reported outstanding.

How many Primis Financial (FRST) shares does Castle Creek currently own?

Castle Creek Capital Partners VII, LP now owns 1,076,499 shares of Primis Financial common stock. This position represents approximately 4.4% of the company’s 24,699,185 shares outstanding as of February 27, 2026, according to the company’s most recent annual report.

How much stock did Castle Creek sell and for what proceeds in Primis Financial (FRST)?

Between April 13 and April 17, 2026, Castle Creek Capital Partners VII, LP sold an aggregate 254,175 Primis Financial shares. These open-market, broker-assisted transactions generated net proceeds of $3,545,670.55 after commissions and fees, as disclosed in the amended beneficial ownership statement.

At what prices did Castle Creek sell its Primis Financial (FRST) shares?

Castle Creek’s sales occurred at weighted average prices between $13.82 and $14.17 per share. Individual trades were executed in ranges from $13.76 to $14.30 per share across several days in April 2026, reflecting multiple open-market, broker-assisted transactions.

Why is the 4.4% Primis Financial (FRST) ownership level significant for Castle Creek?

The 4.4% ownership level is significant because Castle Creek’s beneficial stake has fallen below five percent. As of April 17, 2026, the reporting persons state they have ceased to be beneficial owners of more than five percent of Primis Financial’s common stock, changing their reporting status.

Who shares voting and dispositive power over Castle Creek’s Primis Financial (FRST) shares?

Fund VII shares voting and dispositive power over 1,076,499 Primis Financial shares with Castle Creek Capital VII LLC. The managing entity disclaims beneficial ownership of Fund VII’s shares except to the extent of its pecuniary interest, clarifying how control and economic interest are allocated.