8-K: Primis Financial Corp. Receives Stay of Delisting Pending Nasdaq Hearing

Primis Financial Corp. has received a stay of delisting from Nasdaq pending a hearing scheduled for May 15, 2025, as the company works to regain compliance with listing rules.

Summary

• Primis Financial Corp. received a stay of delisting from Nasdaq pending a hearing.
• The hearing is scheduled for May 15, 2025.
• The company is appealing Nasdaq's delisting determination.
• Primis plans to file its Form 10-K for the year ending December 31, 2024, before the hearing.
• The company expects to be in compliance with Nasdaq Listing Rules upon filing the Form 10-K.
• 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.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the potential delisting and delayed financial reporting, but the stay provides some hope for resolution.

Positives

• Nasdaq granted a stay of delisting, providing Primis Financial Corp. more time to regain compliance.
• The company expects to file its Form 10-K before the hearing, indicating progress towards compliance.
• Primis Financial Corp. has significant assets, loans, and deposits, demonstrating a substantial financial base.

Negatives

• Primis Financial Corp. is facing potential delisting from Nasdaq due to non-compliance with listing rules.
• The company's financial reporting is delayed, as evidenced by the late filing of the Form 10-K.

Risks

• A further material delay in the company's financial reporting could negatively impact the company.
• The ongoing review may identify errors or control deficiencies in the company's accounting practices.
• Restatements may subject the company to unanticipated costs or regulatory penalties.
• Control deficiencies may result in material weaknesses in the company's internal control over financial reporting.
• The company may be unable to regain compliance with Nasdaq Listing Rules.
• Nasdaq may deny the company's appeal and delist the company's securities.
• The company may face investigations or actions by governmental authorities or regulators.
• The company may become subject to shareholder lawsuits or claims.
• Remediation of potential deficiencies may be complex and time-consuming.

Future Outlook

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.

Industry Context

Many small to medium sized banks are facing increased regulatory scrutiny and challenges in maintaining listing compliance, particularly with financial reporting deadlines. Primis is not alone in navigating these issues.

Comparison to Industry Standards

• Comparing Primis's $3.7 billion in assets to regional banks like Atlantic Union Bankshares ($20 billion) or TowneBank ($17 billion) shows it's a smaller player.
• The delay in filing the 10-K is a concern, as timely financial reporting is a key benchmark for publicly traded companies.
• Many banks are working to improve their internal controls over financial reporting, so Primis's focus on this area aligns with industry trends.

Stakeholder Impact

• Shareholders face the risk of delisting, which could negatively impact the stock price.
• Employees may experience uncertainty due to the company's financial reporting issues.
• Customers may be concerned about the stability of the bank.

Next Steps

• The company plans to file its Form 10-K for the year ending December 31, 2024 as promptly as practicable.
• The company will attend the Nasdaq Hearings Panel hearing on May 15, 2025.

Key Dates

Keywords

Nasdaq, delisting, Form 10-K, compliance, financial reporting, Primis Financial Corp.