Primis Financial Corp.

(a)Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934).

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, because of the material weaknesses in internal controls as described below in section (b). Notwithstanding the material weaknesses, the Company’s management, including the CEO and CFO, has concluded that the consolidated financial statements, included in this Annual Report on Form 10-K, for the year ended December 31, 2024, fairly present, in all material respects, the Company's financial condition, results of operations and cash-flows for the periods presented in conformity with generally accepted accounting principles.

(b)*Management’s Report on Internal Control Over Financial Reporting.*Management of Primis Financial Corp. is responsible for establishing and maintaining adequate internal control over financial reporting for Primis Financial Corp. (“we” and “our”), as that term is defined in Exchange Act Rules 13a-15(f). Primis Financial Corp. conducted an evaluation of the effectiveness of our internal control over Primis’ financial reporting as of December 31, 2024 based on the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, we concluded that our internal control over financial reporting is not effective as of December 31, 2024.

Management identified three material weaknesses in internal controls over financial reporting for the year ended December 31, 2024. The material weaknesses were related to one new material weakness and two existing material weaknesses that had not been fully remediated:

Crowe, LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and has issued a report on the effectiveness of our internal control over financial reporting, which report is included in "Part II - Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

Remediation Plans

Management continues to review and make changes to the overall design of its internal control environment, including implementing additional internal controls over the identification of loan transfer transactions and management review of the transactions, including appropriate disclosure in its periodic financial reports. The Company intends to enhance the already implemented controls in 2024 that incorporated controls related to management review and third-party legal review of loan transfers. Specifically, the Company will further refine its controls to include a review for pending loan transfers at period end to ensure appropriate recognition and disclosure of the pending transfers in its periodic reporting. The Company has made progress in its remediation efforts related to this material weakness, but the material weakness will not be considered remediated until the applicable remedial controls are in place and operate for a sufficient period.

Management continues to review and make changes to the overall design of its internal control environment, including implementing additional internal controls over the allowance related to loans originated and serviced by a third-party. The Company intends to enhance the already implemented controls in 2024 that incorporated Company-specific credit loss experience to replace peer credit loss experience. Specifically, the Company will further refine its allowance for credit loss process related to the third-party consumer loans to identify and consider events happening subsequent to a period end that provide evidence of conditions as of the period end that may impact the determination of the allowance for credit losses on the third-party consumer loan portfolio. The Company has made progress in its remediation efforts related to this material weakness, including incorporation of credit loss experience on this loan portfolio through March 31, 2025 in

its allowance for credit losses on the portfolio as of December 31, 2024 in this Form 10-K. However, the material weakness will not be considered remediated until the applicable remedial controls are in place and operate for a sufficient period.

Management continues to review and make changes to the overall design of its internal control environment, including implementation of a sufficient level of restrictions and controls around deposit account activity processing. The Company intends to supplement controls related to deposit account processing to prevent unauthorized transfers as follows:

Management may determine that additional measures are required to address control deficiencies, strengthen internal control over financial reporting, or it may determine to modify the remediation measures described above. The actions the Company is taking are subject to ongoing executive management review and are also subject to Audit Committee oversight. If the Company is unable to successfully remediate the material weaknesses, or if in the future, the Company identifies further material weaknesses in its internal control over financial reporting, the Company may not detect errors on a timely basis, and its condensed consolidated financial statements may be materially misstated.

• *(c) Changes in Internal Control over Financial Reporting. Except for the material weaknesses noted above, there were no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.