8-K: Primis Financial Elects New Board Members

Primis Financial Corp. announced the election of Scott R. Gamble and J. Brock Saunders to its Board of Directors following its 2026 Annual Meeting.

Summary

• Primis Financial Corp. held its 2026 Annual Meeting on May 21, 2026.
• Directors Robert Y. Clagett and Charles A. Kabbash retired from the Board.
• Shareholders elected Scott R. Gamble and J. Brock Saunders as new directors.
• The company ratified the appointment of Crowe, LLP as its independent auditor for 2026.
• Shareholders approved the advisory vote on executive compensation.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as the board transition appears orderly and the new members bring relevant industry expertise.

Positives

• Successful election of two new directors with extensive financial and banking experience.
• Strong shareholder support for the board nominees and executive compensation.
• Smooth transition of board leadership with no reported disagreements regarding the departures of outgoing directors.

Negatives

• Loss of two long-standing board members, Robert Y. Clagett and Charles A. Kabbash.

Risks

• Potential for strategic shifts or changes in board oversight following the appointment of new directors.
• Reliance on the successful integration of new board members into existing committees.

Future Outlook

The company continues to focus on its core banking operations across Virginia and Maryland, with the new board members expected to provide counsel on capital markets and business development.

Management Comments

• Dennis J. Zember, Jr. expressed excitement to welcome the new directors and noted their value as contributors to the company.

Industry Context

StockSavvy.ai notes that the addition of directors with deep capital markets and investment backgrounds, such as Gamble and Saunders, suggests a strategic focus on navigating complex financial environments and potential growth in lending and investment management.

Comparison to Industry Standards

• The board refreshment process aligns with standard corporate governance practices for regional banks.
• The appointment of directors with specific expertise in capital markets is consistent with peers like First Bank (FRBA) and other regional financial institutions seeking to optimize balance sheet management.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders benefit from a refreshed board with specialized financial experience.
• Employees and customers see continuity in leadership and strategic direction.

Next Steps

• Integration of new directors into the Audit, Compensation, and Asset-Liability Management committees.
• Preparation for the 2027 Annual Meeting of Stockholders.

Key Dates

Keywords

Primis Financial, FRST, Board of Directors, Corporate Governance, Banking, Annual Meeting