Form 4: Primis Financial Officer Receives Equity Grant

Primis Financial Corp.'s EVP, Chief Credit Officer, Marie Taylor Leibson, was granted 4,500 shares of restricted stock and 10,500 performance-based restricted stock units, effective December 18, 2025.

Summary

• Marie Taylor Leibson, EVP, Chief Credit Officer of Primis Financial Corp., acquired 4,500 shares of common stock as restricted stock on December 18, 2025, which will vest in three annual installments.
• Ms. Leibson also acquired 10,500 performance-based restricted stock units on December 18, 2025, which vest on March 15, 2028.
• Following these transactions, Ms. Leibson directly beneficially owns 59,878.88 shares of common stock, including 10,061.40 shares held in an IRA and 4,800 shares of restricted stock.
• Indirect beneficial ownership through a 401K Plan increased to 9,345.4347 shares since the prior filing.
• 592.814 shares previously reported as indirectly owned through Ms. Leibson's spouse are no longer being reported due to a divorce.
• Ms. Leibson's total beneficial ownership of derivative securities now includes 24,000 performance-based restricted stock units with various vesting dates (March 15, 2026, March 15, 2027, and March 15, 2028) and 5,500 employee stock options exercisable at $11.99, expiring on June 17, 2026.

Sentiment

Score: 7

Explanation: The filing indicates significant equity grants to a key executive, aligning her interests with shareholders and incentivizing future performance. This is generally viewed positively. The adjustment in indirect ownership due to a personal event (divorce) is a factual reporting change and not indicative of company performance.

Positives

• EVP, Chief Credit Officer Marie Taylor Leibson received a grant of 4,500 shares of restricted common stock, aligning her interests with shareholders.
• Ms. Leibson was granted 10,500 performance-based restricted stock units, incentivizing future performance.
• An increase in shares held in the 401K Plan indicates continued investment by the insider.

Negatives

• The reporting of 592.814 shares previously indirectly owned through Ms. Leibson's spouse no longer being reported due to divorce results in a decrease in reported indirect beneficial ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The equity grants align executive incentives with shareholder value creation. The increase in insider ownership (direct and 401K) can be seen as a positive signal of confidence.
• Employees: The grants are part of executive compensation, potentially motivating performance.

Next Steps

• Vesting of 4,500 restricted common shares in three annual installments following December 18, 2025.
• Vesting of 10,500 performance-based restricted stock units on March 15, 2028.
• Vesting of 5,000 performance-based restricted stock units on March 15, 2028.
• Vesting of 7,000 performance-based restricted stock units on March 15, 2027.
• Vesting of 1,500 performance-based restricted stock units on March 15, 2026.
• Expiration of 5,500 employee stock options on June 17, 2026.

Key Dates

Recommendation

The filing details routine executive compensation in the form of equity grants, which is generally a positive for aligning management incentives with shareholder interests. However, it does not provide new fundamental information about the company's operational or financial performance that would warrant a change in investment thesis. The adjustment for indirect ownership due to a personal event is not material to the company's outlook. Therefore, a "hold" recommendation is appropriate, maintaining current positions while awaiting more comprehensive financial or strategic updates.

Keywords

Primis Financial Corp, FRST, insider transaction, Form 4, restricted stock, restricted stock units, RSU, stock options, executive compensation, beneficial ownership, Marie Taylor Leibson