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Primis Financial Corp.

For the period ended Mar 31, 2025. Filed May 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 14, 2025

FRST$14.68+1.4%Stored close · as of Nov 9, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

1.ACCOUNTING POLICIES

Primis Financial Corp. (“Primis,” “we,” “us,” “our” or the “Company”) is the bank holding company for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium-sized businesses.

As of March 31, 2025, Primis Bank hadtwenty-four full-service branches in Virginia and Maryland and also provided services to customers through certain online and mobile applications. The Company is headquartered in McLean, Virginia and has an administrative office in Glen Allen, Virginia and an operations center in Atlee, Virginia. Primis Mortgage Company (“PMC”), a residential mortgage lender headquartered in Wilmington, North Carolina, is a consolidated subsidiary of Primis Bank. Panacea Financial Holdings, Inc. (“PFH”), headquartered in Little Rock, Arkansas, owns the rights to the Panacea Financial brand and its intellectual property and partners with the Bank to offer a suite of financial products and services for doctors, their practices, and ultimately the broader healthcare industry. PFH was de-consolidated from the Company on March 31, 2025 as further discussed below in “PFH Deconsolidation”. The operating results of PFH are included in the Company’s consolidated operating results during the three months ended March 31, 2025.

The accounting policies and practices of Primis and its subsidiaries conform to U.S. generally accepted accounting principles (“U.S. GAAP”) and to general practice within the banking industry. A discussion of the Company’s material accounting policies are located in our 2024 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Principles of Consolidation

The consolidated financial statements include the accounts of Primis and its subsidiaries Primis Bank and PMC. PFH results of operations is included until its deconsolidation as of March 31, 2025 as further described below. Significant inter-company accounts and transactions have been eliminated in consolidation. Primis consolidates subsidiaries in which it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Primis holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted for under the equity method. Primis owns EVB Statutory Trust I (the “Trust”) which is an unconsolidated subsidiary and the junior subordinated debt owed to the Trust is reported as a liability of Primis. Primis consolidated PFH through March 31, 2025 as further described below.

We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”) under U.S. GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have all, or at least a majority of, the voting interest. As defined in U.S. GAAP, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company has investments in VIE’s for which we are not the primary beneficiary and, as such, are not included in our consolidated financial statements.

PFH Deconsolidation

On December 21, 2023, PFH completed a $24.5 million Series B financing round led by a global venture capital firm. As part of the financing round, Primis acquired approximately 19% of PFH’s common stock for an immaterial purchase price due to previous operating losses in the Bank’s Panacea Financial Division. The Company performed an analysis and

determined that PFH is a VIE because it lacks one or more of the characteristics of a voting interest entity. The Company’s analysis further determined that it has a controlling financial interest in PFH due to the substantial historical activities between PFH and the Bank’s Panacea Financial Division coupled with the limited activities of PFH outside of its relationship with Primis. Further, there are employees of Primis that have historically carried out substantially all of the activities of PFH. Accordingly, the Company determined it is the primary beneficiary of PFH and consolidated it as of December 31, 2023 and no circumstances resulted in a change in that determination as of December 31, 2024.

As of March 31, 2025, the three primary executives of PFH resigned from their positions as management-level employees of Primis’ Panacea Financial Division of the Bank. Additionally, Primis and PFH modified their partnership agreement as of March 31, 2025 to allow PFH more control over the type and amount of lending it can perform through the Bank. As a result of these changes in the relationship between the Company and PFH a re-assessment of PFH under the VIE accounting guidance was performed. The Company determined that PFH continues to be a VIE because it lacks one or more of the characteristics of a voting interest entity. However, as of March 31, 2025, the Company has determined based on the relationship changes described above that it was no longer the primary beneficiary of the VIE because it no longer has the power to direct the activities that most significantly impact the VIE’s economic performance. Accordingly, the Company deconsolidated PFH as of March 31, 2025.

Upon deconsolidation, the Company performed an analysis of its 1.7 million common share investment in PFH. The Company determined that a combination of its level of voting share ownership (19% of total outstanding voting shares) along with meaningful continued involvement in PFH’s lending and operating activities that the investment met the requirements to be accounted for in accordance with ASC 323,Investments - Equity Method and Joint Ventures. As of the time of deconsolidation and initial application of ASC 323, the Company decided to elect the fair value option (“FVO”) allowed under ASC 323 and will account for its investment in PFH common stock as of March 31, 2025 at fair value under ASC 825,Financial Instruments. The FVO is irrevocable and must be used in all future periods following election.

For the three months ended March 31, 2025, the Company recognized a gain from deconsolidation of PFH of $24.6 million which is recorded in the income statement in “Gain on deconsolidation of Panacea Financial Holdings, Inc.” within noninterest income. The gain resulted from recognition as of March 31, 2025 of the Company’s retained interest in PFH common stock of $21.2 million, at fair value, and the deconsolidation as of the same date of noncontrolling interest in PFH of $9.6 million and PFH’s net assets of $6.2 million. The Company engaged a third-party valuation specialist to perform a valuation of the Company’s PFH common shares as of March 31, 2025. The valuation included an assessment of the value of PFH primarily using an income approach leveraging a discounted cash flow technique. Key inputs and assumptions in the valuation included projected financial growth of PFH driven by future loan growth assumptions, growth in new services offerings of PFH, and cost savings from fundings provided by customer growth. Following deconsolidation, the Company will continue to originate loans for PFH through its Panacea Division of the Bank, retaining some of the originated loans and selling the remaining. Any loans retained by the Company will be included within Net Loans in the balance sheet and will be included in the Company’s determination of future expected credit losses, which is the Company’s primary exposure to losses as a result of its continued involvement with PFH. For any originated loans that are intended to be sold, the Company will also include these on its balance sheet until the time of sale but through an agreement with PFH any exposure to a decline in value prior to sale will be reimbursed to the Company by PFH. The Company will also continue, through the Division, to provide loan origination support to PFH and servicing of loans retained by the Division.

Following deconsolidation, the Company determined that any transactions between the Company and PFH would be related party transactions under relevant accounting guidance. The primary transactions between the Company and PFH relate to quarterly payments between the parties driven by financial performance of loans PFH originates in the Division of the Bank. As of March 31, 2025, the Company had a receivable of $3.4 million included within other assets in the balance sheet related to this quarterly payment due from PFH. As of March 31, 2025, the Company did not hold any assets on its balance sheet related to PFH which could be used by PFH to settle their obligations. The Company does not have an obligation to provide any future monetary support to PFH. The maximum exposure to loss as of March 31, 2025 as a result

of continued involvement with PFH is the common stock investment of $21.2 million, the receivable of $3.4 million, and any potential credit losses on loans originated in the division of the Bank as discussed above.

Disposition of the Life Premium Finance Division

On October 24, 2024, the Company entered into a purchase and assumption agreement with EverBank, N.A. (“EverBank”) for sale of the Company’s Life Premium Finance division (“LPF”). EverBank acquired LPF from the Company, except for a subset of mostly fixed rate and rate-capped loans that were retained by the Bank. All of the LPF operations, including its employees, were assumed by EverBank following the close of the transaction, which took place in two parts. EverBank acquired approximately$370 million of loans from the division at a$6.0 million premium at the first close on October 31, 2024. Between the first and second closing, which happened on January 31, 2025, EverBank purchased loans generated by the division in ordinary course at par. The Bank provided interim servicing from the first closing until the transition of the business at the final closing when EverBank began servicing the purchased loans and serviced the Bank’s retained portfolio for the duration of the portfolio. From the first closing through December 31, 2024, the Bank sold approximately$400 million of loans and related accrued interest and recorded a pre-tax gain of$4.7 million, net of advisory and legal fees. As of December 31, 2024, the Bank had an additional$50.7 million of loans to be sold to EverBank which were recorded in loans held for sale at lower of cost or market. The Bank subsequently sold approximately$64 million of additional loans at par to EverBank (inclusive of the loans in held for sale at year end) from January 1, 2025 through the second close on January 31, 2025.

Operating Segments

The Company, through its Bank subsidiary, provides a broad range of financial services. While the Company’s chief operating decision maker monitors the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Management has determined that the Company hastwo reportable operating segments: Primis Mortgage and Primis Bank, as discussed in Note 11 – Segment Information.

Basis of Presentation

The unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the 2024 Form 10-K.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses, the fair value of investment securities, the credit impairment of investment securities, the mortgage banking derivatives, interest rate swap derivatives, Consumer Program derivative, the valuation of goodwill, and deferred tax assets. Management monitors and continually reassess these at each reporting period.

Interest Rate Swaps

The Company is subject to interest rate risk exposure in the normal course of business through its core lending operations. Primarily to help mitigate interest rate risk associated with its loan portfolio, the Company entered into interest

rate swaps in May and August 2023 with a large U.S. financial institution as the counterparty. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in benchmark interest rates, such as Prime or the Secured Overnight Financing Rate (“SOFR”). Interest rate swaps subject the Company to market risk associated with changes in interest rates, changes in interest rate volatility, as well as the credit risk that the counterparty will fail to perform. The Company’s interest rate swaps are pay-fixed and receive-floating whereby the Company receives a variable rate of interest based on SOFR.

As of March 31, 2025, the gross amounts of interest rate swap derivative assets and liabilities were $0.6 million and $0.4 million, respectively, and are recorded net in other assets in the consolidated balance sheets. As of December 31, 2024 the gross amounts of interest rate swap derivative assets and liabilities were $1.1 million and $0.3 million, respectively, and are recorded net in other assets in the consolidated balance sheets.

The following table represents the carrying value of the portfolio layer method hedged assets and the cumulative fair value hedging adjustments included in the carrying value of the hedged assets as of March 31, 2025 and December 31, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, 2025 · ​ · December 31, 2024
(dollars in thousands) · ​ · ​ · Amortized Cost Basis · ​ · ​ · Hedged Asset · ​ · ​ · Basis Adjustment · ​ · ​ · Amortized Cost Basis · ​ · ​ · Hedged Asset · ​ · ​ · Basis Adjustment
Fixed rate assets​$911,540​$249,788​$(212)​$818,375​$249,190​$(810)

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires annual disclosure of certain information relating to the rate reconciliation, income taxes paid by jurisdiction, income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. The ASU also eliminates certain requirements relating to unrecognized tax benefits and certain deferred tax disclosure relating to subsidiaries and corporate joint ventures. This ASU is effective for the Company’s annual disclosures beginning for the year ended December 31, 2025. The Company is currently evaluating the impact of this ASU to the annual financial statement disclosures in its Form 10-K for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires more disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses, but does not change the requirements for the presentation of expenses on the face of the income statement. The amendments in this standard will be effective for the Company on January 1, 2027, and is required to be applied prospectively, with early adoption permitted. The Company does not believe this standard will have a material impact on its consolidated financial statements.

2.INVESTMENT SECURITIES

The amortized cost and fair value of available-for-sale investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Amortized · ​ · Gross Unrealized · ​ · Fair
​ · Cost · Gains · Losses · Value
March 31, 2025 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Residential government-sponsored mortgage-backed securities​$105,126​$74​$(12,118)​$93,082
Obligations of states and political subdivisions​33,180​6​(3,451)​29,735
Corporate securities​16,000​—​(662)​15,338
Residential government-sponsored collateralized mortgage obligations​60,597​539​(1,260)​59,876
Government-sponsored agency securities​16,328​—​(2,115)​14,213
Agency commercial mortgage-backed securities​25,373​​—​​(3,087)​22,286
SBA pool securities​7,191​6​(89)​7,108
Total​$263,795​$625​$(22,782)​$241,638
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Amortized · ​ · Gross Unrealized · ​ · Fair
​ · Cost · Gains · Losses · Value
December 31, 2024 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Residential government-sponsored mortgage-backed securities​$105,655​$5​$(14,253)​$91,407
Obligations of states and political subdivisions​33,500​3​(3,798)​29,705
Corporate securities​16,000​—​(920)​15,080
Residential government-sponsored collateralized mortgage obligations​57,908​223​(1,741)​56,390
Government-sponsored agency securities​16,315​—​(2,479)​13,836
Agency commercial mortgage-backed securities​25,750​​—​​(3,572)​22,178
SBA pool securities​7,504​6​(203)​7,307
Total​$262,632​$237​$(26,966)​$235,903

The amortized cost, gross unrecognized gains and losses, allowance for credit losses and fair value of investment securities held-to-maturity were as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Amortized · ​ · Gross Unrecognized · ​ · Allowance for · ​ · Fair
​ · Cost · Gains · Losses · Credit Losses · Value
March 31, 2025 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Residential government-sponsored mortgage-backed securities​$7,477​$2​$(629)​$—​$6,850
Obligations of states and political subdivisions​1,519​—​(74)​—​1,445
Residential government-sponsored collateralized mortgage obligations​157​—​(7)​—​150
Total​$9,153​$2​$(710)​$—​$8,445
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Amortized · ​ · Gross Unrecognized · ​ · Allowance for · ​ · Fair
​ · Cost · Gains · Losses · Credit Losses · Value
December 31, 2024 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Residential government-sponsored mortgage-backed securities​$7,760​$2​$(764)​$—​$6,998
Obligations of states and political subdivisions1,519​—​(75)​—​1,444
Residential government-sponsored collateralized mortgage obligations169​—​(9)​—​160
Total​$9,448​$2​$(848)​$—​$8,602

Available-for-sale investment securities of $8.6 million were purchased during the three months ended March 31, 2025 and $8.8 million were purchased during the three months ended March 31, 2024, respectively. No held-to-maturity investments were purchased during the three months ended March 31, 2025 and 2024. No investment securities were sold during the three months ended March 31, 2025 and 2024.

The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of March 31, 2025, by contractual maturity, were as follows (in thousands). Investment securities not due at a single maturity date are shown separately.

​​​​​​​​​​​​​
​ · ​ · Available-for-Sale · ​ · Held-to-Maturity
​ · Amortized · ​ · ​ · Amortized · ​ · ​
​ · ​ · Cost · ​ · Fair Value · ​ · Cost · ​ · Fair Value
Due within one year​$1,757​$1,737​$—​$—
Due in one to five years​​11,546​​10,947​​1,014​​969
Due in five to ten years​39,197​35,216​505​476
Due after ten years​13,008​11,386​—​—
Residential government-sponsored mortgage-backed securities​105,126​93,082​7,477​6,850
Residential government-sponsored collateralized mortgage obligations​60,597​59,876​157​150
Agency commercial mortgage-backed securities​25,373​22,286​—​—
SBA pool securities​7,191​7,108​—​—
Total​$263,795​$241,638​$9,153​$8,445

Investment securities with a carrying amount of approximately $138.8 million and $141.1 million at March 31, 2025 and December 31, 2024, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the FHLB of Atlanta, and repurchase agreements.

Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by states and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of March 31, 2025, Primis did not have a material allowance for credit losses on held-to-maturity securities.

As of both March 31, 2025 and December 31, 2024, there were 155 investment securities available-for-sale that were in an unrealized loss position. The unrealized losses related to investment securities available-for-sale as of March 31, 2025 and December 31, 2024, relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Primis performs quantitative analysis and if needed, a qualitative analysis in this determination. As a result of the Company’s analysis, none of the securities were deemed to require an allowance

for credit losses. Primis has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.

The following tables present information regarding investment securities available-for-sale and held-to-maturity in a continuous unrealized loss position as of March 31, 2025 and December 31, 2024 by duration of time in a loss position (in thousands):

​​​​​​​​​​​​​​​​​​​
​ · ​ · Less than 12 months · ​ · 12 Months or More · ​ · Total
March 31, 2025 · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Available-for-Sale · ​ · value · ​ · Losses · ​ · value · ​ · Losses · ​ · value · ​ · Losses
Residential government-sponsored mortgage-backed securities​$3,648​$(21)​$78,556​$(12,097)​$82,204​$(12,118)
Obligations of states and political subdivisions​​513​​(2)​​28,215​​(3,449)​​28,728​​(3,451)
Corporate securities​​4,963​​(38)​​10,376​​(624)​​15,339​​(662)
Residential government-sponsored collateralized mortgage obligations​​12,440​​(110)​​14,316​​(1,150)​​26,756​​(1,260)
Government-sponsored agency securities​—​—​14,213​(2,115)​14,213​(2,115)
Agency commercial mortgage-backed securities​—​—​22,285​(3,087)​22,285​(3,087)
SBA pool securities​4,380​(56)​2,223​(33)​6,603​(89)
Total​$25,944​$(227)​$170,184​$(22,555)​$196,128​$(22,782)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Less than 12 months · ​ · 12 Months or More · ​ · Total
March 31, 2025 · Fair · Unrecognized · Fair · Unrecognized · Fair · Unrecognized
Held-to-Maturity​value​Losses​value​Losses​value​Losses
Residential government-sponsored mortgage-backed securities​$—​$—​$6,781​$(629)​$6,781​$(629)
Obligations of states and political subdivisions​573​(7)​872​(67)​1,445​(74)
Residential government-sponsored collateralized mortgage obligations​—​—​149​(7)​149​(7)
Total​$573​$(7)​$7,802​$(703)​$8,375​$(710)
​​​​​​​​​​​​​​​​​​​
​ · ​ · Less than 12 months · ​ · 12 Months or More · ​ · Total
December 31, 2024 · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Available-for-Sale · ​ · value · ​ · Losses · ​ · value · ​ · Losses · ​ · value · ​ · Losses
Residential government-sponsored mortgage-backed securities​$10,233​$(102)​$80,700​$(14,151)​$90,933​$(14,253)
Obligations of states and political subdivisions​​2,060​​(21)​​26,642​​(3,777)​​28,702​​(3,798)
Corporate securities​​—​​—​​15,080​​(920)​​15,080​​(920)
Residential government-sponsored collateralized mortgage obligations​​16,488​​(339)​​14,739​​(1,402)​​31,227​​(1,741)
Government-sponsored agency securities​—​—​13,836​(2,479)​13,836​(2,479)
Agency commercial mortgage-backed securities​—​—​22,178​(3,572)​22,178​(3,572)
SBA pool securities​4,359​(161)​2,426​(42)​6,785​(203)
Total​$33,140​$(623)​$175,601​$(26,343)​$208,741​$(26,966)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Less than 12 months · ​ · 12 Months or More · ​ · Total
December 31, 2024 · Fair · Unrecognized · Fair · Unrecognized · Fair · Unrecognized
Held-to-Maturity​value​Losses​value​Losses​value​Losses
Residential government-sponsored mortgage-backed securities​$—​$—​$6,927​$(764)​$6,927​$(764)
Obligations of states and political subdivisions​572​(8)​872​(67)​1,444​(75)
Residential government-sponsored collateralized mortgage obligations​—​—​160​(9)​160​(9)
Total​$572​$(8)​$7,959​$(840)​$8,531​$(848)

**3.**LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the composition of our loan portfolio as of March 31, 2025 and December 31, 2024 (in thousands):

​​​​​​​
​ · March 31, 2025 · December 31, 2024
Loans held for sale, at fair value​$74,439​$83,276
Loans held for sale, at lower of cost or market​​—​​163,832
Total loans held for sale​$74,439​$247,108
​​​​​​​
Loans held for investment​​​​​​
Loans secured by real estate:​​​​​
Commercial real estate - owner occupied (1)​$477,233​$475,898
Commercial real estate - non-owner occupied​600,872​610,482
Secured by farmland​3,742​3,711
Construction and land development​104,301​101,243
Residential 1-4 family​576,837​588,859
Multi-family residential​157,443​158,426
Home equity lines of credit​60,321​62,954
Total real estate loans​1,980,749​2,001,573
​​​​​​​
Commercial loans (2)​698,097​608,595
Paycheck Protection Program loans​​1,738​​1,927
Consumer loans​357,652​270,063
Total Non-PCD loans​3,038,236​2,882,158
PCD loans​​5,112​​5,289
Total loans held for investment​$3,043,348​$2,887,447
(1)Includes $6.3 million and $6.3 million related to loans collateralizing secured borrowings as of March 31, 2025 and December 31, 2024, respectively.
(2)Includes $10.5 million and $11.0 million related to loans collateralizing secured borrowings as of March 31, 2025 and December 31, 2024, respectively.

Loans held for sale, at the lower of cost or market

As of December 31, 2024, $113.3 million of Consumer Program loans and $50.5 million of life premium finance loans were included in loans held for sale, at the lower of cost or market, based on the Company’s decision to sell the loans. The life premium finance loans were sold during the three months ended March 31, 2025. At March 31, 2025, the Company determined it would no longer sell the Consumer Program loans and has the intent and ability to hold these loans for the foreseeable future as it intends to run-off the portfolio and therefore transferred the loans back to the consumer loans category within loans held for investment at their amortized cost of $101.6 million as of that date.

Consumer Program Loans

The Company has $131.5 million and $152.1 million of principal balance of loans outstanding in the Consumer Program as of March 31, 2025 and December 31, 2024, respectively, or 4% and 5%, respectively of our total gross loan portfolio as of each date. Loans in the Consumer Program are included within the consumer loans category disclosures in this footnote as of March 31, 2025 and $113.3 million is included in loans held for sale, at the lower of cost or market, and $39.0 million in the consumer loans category in loans held for investment as of December 31, 2024. As of March 31, 2025,12% of the loans were in a promotional period requiring no payment of interest on their loans with 91% of these promotional loan periods ending in the second quarter of 2025 through the first quarter of 2026.

Accrued Interest Receivable

Accrued interest receivable on loans totaled $18.8 million and $16.5 million as of March 31, 2025 and December 31, 2024, respectively, and is included in other assets in the consolidated balance sheets.

Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, we consider the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to our collateral position. Regulatory provisions would typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

The following tables present the aging of the recorded investment in past due loans by class of loans held for investment as of March 31, 2025 and December 31, 2024 (in thousands):

​​​​​​​​​​​​​​​​​​​
​30 - 5960 - 8990​​​​​​
​​Days​Days​Days​Total​Loans Not​Total
March 31, 2025​Past Due​Past Due​or More​Past Due​Past Due​Loans
Commercial real estate - owner occupied​$191​$—​$1,535​$1,726​$475,507​$477,233
Commercial real estate - non-owner occupied​4,274​69​​—​4,343​596,529​600,872
Secured by farmland​​—​​127​​—​​127​​3,615​​3,742
Construction and land development​17​​—​​—​​17​​104,284​104,301
Residential 1-4 family​2,051​​393​​1,538​​3,982​​572,855​576,837
Multi- family residential​​—​​567​​—​​567​​156,876​​157,443
Home equity lines of credit​181​​—​​85​​266​​60,055​60,321
Commercial loans​​2,585​​37,714​​3,080​​43,379​​654,718​​698,097
Paycheck Protection Program loans​​—​​—​​1,713​​1,713​​25​​1,738
Consumer loans​6,242​​3,751​​219​10,212​347,440​357,652
Total Non-PCD loans​​15,541​​42,621​​8,170​​66,332​​2,971,904​​3,038,236
PCD loans​​238​​—​​—​​238​​4,874​​5,112
Total​$15,779​$42,621​$8,170​$66,570​$2,976,778​$3,043,348
​​​​​​​​​​​​​​​​​​​​
​30 - 5960 - 8990​​​​​​
​​Days​Days​Days​Total​Loans Not​Total​
December 31, 2024​Past Due​Past Due​or More​Past Due​Past Due​Loans​
Commercial real estate - owner occupied​$456​$52​$4,021​$4,529​$471,369​$475,898​
Commercial real estate - non-owner occupied​9,539​4,290​​—​13,829​596,653​610,482​
Secured by farmland​​—​​—​​—​​—​​3,711​​3,711​
Construction and land development​12​​656​​—​​668​​100,575​101,243​
Residential 1-4 family​6,694​​318​​1,462​​8,474​​580,385​588,859​
Multi- family residential​​—​​—​​—​​—​​158,426​​158,426​
Home equity lines of credit​1,098​​168​​238​​1,504​​61,450​62,954​
Commercial loans​​24,101​​1,279​​1,954​​27,334​​581,261​​608,595​
Paycheck Protection Program loans​​—​​—​​1,886​​1,886​​41​​1,927​
Consumer loans​6,625​​7,013​​—​13,638​256,425​270,063​
Total Non-PCD loans​​48,525​​13,776​​9,561​​71,862​​2,810,296​​2,882,158​
PCD loans​​—​​​​​—​​—​​5,289​​5,289​
Total​$48,525​$13,776​$9,561​$71,862​$2,815,585​$2,887,447​

The amortized cost, by class, of loans and leases on nonaccrual status as of March 31, 2025 and December 31, 2024, were as follows (in thousands):

​​​​​​​​​​​​​
​ · 90 Days · ​ · Less Than · Total · Nonaccrual With
​ · ​ · Past Due · ​ · ​ · 90 Days · ​ · Nonaccrual · ​ · No Credit
March 31, 2025 · ​ · or More · ​ · ​ · Past Due · ​ · Loans · ​ · Loss Allowance
Commercial real estate - owner occupied​$1,535​$422​$1,957​$632
Commercial real estate - non-owner occupied​—​383​383​384
Secured by farmland​​—​​352​​352​​352
Construction and land development​—​125​125​125
Residential 1-4 family​1,538​2,329​3,867​3,800
Home equity lines of credit​​85​​582​​667​​666
Commercial loans​3,080​217​3,297​1,043
Consumer loans​219​807​1,026​1,026
Total Non-PCD loans​​6,457​​5,217​​11,674​​8,028
PCD loans​​—​​1,276​​1,276​​1,276
Total​$6,457​$6,493​$12,950​$9,304
​​​​​​​​​​​​​
​90 Days​Less ThanTotalNonaccrual With
​​Past Due​​90 Days​Nonaccrual​No Credit
December 31, 2024​or More​​Past Due​Loans​Loss Allowance
Commercial real estate - owner occupied​$4,021​$431​$4,452​$641
Commercial real estate - non-owner occupied​—​393​393​393
Secured by farmland​​—​​378​​378​​378
Construction and land development​—​130​130​130
Residential 1-4 family​1,462​2,417​3,879​3,879
Home equity lines of credit​​238​​542​​780​​780
Commercial loans​1,954​720​2,674​846
Paycheck Protection Program loans​​173​​—​​173​​173
Consumer loans​—​864​864​864
Total Non-PCD loans​​7,848​​5,875​​13,723​​8,084
PCD loans​​—​​1,303​​1,303​​1,303
Total​$7,848​$7,178​$15,026​$9,387

There were $1.7 million of Paycheck Protection Program (“PPP”) loans greater than 90 days past due and still accruing as of both March 31, 2025 and December 31, 2024, respectively.

The following table presents nonaccrual loans as of March 31, 2025 by class and year of origination (in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · 2021 · ​ · Prior · ​ · Loans · ​ · To Term · Total
Commercial real estate - owner occupied​$—​$—​$—​$​​$210​$1,747​$—​$—​$1,957
Commercial real estate - non-owner occupied​—​—​—​—​—​383​—​—​383
Secured by farmland​​—​​—​​—​​—​​—​​352​​—​​—​​352
Construction and land development​—​—​—​—​—​125​—​—​125
Residential 1-4 family​​—​156​​67​​531​​—​​2,140​​296​​677​​3,867
Home equity lines of credit​​—​​—​​—​​—​​—​​—​​652​​15​​667
Commercial loans​—​32​207​970​383​933​649​123​3,297
Consumer loans​​—​—​​128​​477​​397​​1​​—​​23​​1,026
Total non-PCD nonaccruals​​—​​188​​402​​1,978​​990​​5,681​​1,597​​838​​11,674
PCD loans​​—​​—​​—​​—​​—​​1,276​​—​​—​​1,276
Total nonaccrual loans​$—​$188​$402​$1,978​$990​$6,957​$1,597​$838​$12,950

Interest received on nonaccrual loans was immaterial for both the three months ended March 31, 2025 and 2024.

Modifications Provided to Borrowers Experiencing Financial Difficulty

The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rates for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers.

The assessments of whether a borrower is experiencing financial difficulty at the time a concession has been granted is subjective in nature and management’s judgment is required when determining whether the concession results in a modification that is accounted for as a new loan or a continuation of the existing loan under U.S. GAAP.

Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, loans modified as a result of borrowers experiencing financial difficulty are typically modified through reductions in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies certain loans by providing principal forgiveness. When principal forgiveness is provided, the amortized cost basis of the

loan is written off against the allowance. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

If it is determined that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. At that time, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

The following provides a summary of loans modified to borrowers experiencing financial difficulty as of March 31, 2025, excluding Consumer Program loans ($ in thousands):

​​​​​​​​​
​​​​​​​​​
​ · # of · ​ · ​ · Amortized · % · ​
​​Loans​​cost​of loan​
March 31, 2025​modified​​modified​class​
Commercial real estate - owner occupied​2​$405​0.08%
Commercial real estate - non-owner occupied​2​​28,755​4.79%
Residential 1-4 family​3​257​0.04%
Home equity lines of credit​2​​88​0.15%
Commercial loans​2​1,206​0.17%
Consumer loans​5​190​0.05%
Total​16​$30,901​​​
​​​​​​​​​

All financial difficulty modifications originated prior to the three months ended March 31, 2025, have been paid as agreed in accordance with the modified terms, with the exception oftwo loans still in modification andone loan returned to contractual payments.

Two loans with a total$55 thousand in amortized cost were modified to borrowers experiencing financial difficulty, representing 0.02% of the other consumer loans segment. One of these two, with$25 thousand in amortized cost was modified to defer payments forthree months, followed bysix months of reduced payments, resuming original contractual payments July 2, 2025. Total contractual payments, prior to this modification, for three months ended March 31, 2025, would have been$1,632. The other modification, totaling$30 thousand, was granted four months of deferred payments, followed bynine months of reduced payments reamortizing the loan from afive toseven-year term. Total contractual payments, prior to this modification, for three months ended March 31, 2025, would have been$1,173.

Two loans, totaling$126 thousand, representing 0.09% of total revolving 1-4 family and 0.01% of total secured by first lien loans were modified to one borrower experiencing financial difficulty. Payments for both loans were deferred, first of thetwo with$57 thousand, in amortized cost (and$987 in originally scheduled payments for the first quarter 2025) for three months and the second with$68 thousand in amortized cost (and$2,112 in originally scheduled payments for the first quarter 2025) forsix months, with accrued principal and interest added to the back of each note extending their maturity dates accordingly. One loan modification, secured by first liens, with a total$108 thousand in amortized cost and representing 0.02% of this segment, has hadthree 30–59 day payment delinquencies in the last three months. No payment modifications were made to this first lien loan which retained its original$1,262 monthly payment and 6.68% interest rate for aone-year period. If the interest rate for this loan had been adjusted as scheduled to 7.98%, total contractual payments for the three months ended March 31, 2025, would have totaled$4,572 versus the$3,442 paid. The other modification of$31 thousand in amortized cost resides in revolving 1-4 family and represents 0.01% of the loan pool. This loan was modified from its original 8.5% rate to a fixed 6% for a 5-year term and total contractual payments, prior to modification, for three months ended March 31, 2025, would have been$714.

Two existing financial difficulty modifications with$1.21 million in amortized cost represent 0.23% of the commercial and industrial category. One of thesetwo, with$38 thousand in amortized cost, was modified to$627 in principal payments repaid over 83 months compared to its original$845 payments over 60 months term. The other modification, totaling$12 million was modified under a forbearance agreement, to monthly payments of$8,000 through its June 2026 maturity. Total

contractual payments, prior to this modification, for the three months ended March 31, 2025, would have been$57 thousand.

During the three months ended March 31, 2025, two loans totaling$28.7 million in amortized cost, in the non-owner-occupied category and representing 4.8% of total non-owner occupied loans, remain modified to borrowers experiencing financial difficulty. The first of thetwo with$393 thousand in amortized cost was extended at interest only for 18 months This loan was to have been paid in full at its original March 2024 maturity. The second loan modified with$28.4 million in amortized cost was restructured to allow for the extension of its interest only period for an additional 24 months. Prior to this restructure total principal and interest payments, for the three months ended March 31,2025, would have been$16 million compared to the total$263 thousand in interest only payments received.

The following table depicts the amortized cost basis as of March 31, 2025, of the performance of loans that have been modified to borrowers experiencing financial difficulty in the last 12 months and returned to contractual payments ($ in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Payment Status
​ · ​ · ​ · ​ · ​ · ​ · ​
​​Current​30-59 days past due​60-89 days past due​90 days or more
Commercial real estate - owner occupied​$405​$—​$—​$—
Residential 1-4 family​81​—​—​​
Consumer loans​53​82​​​—
Total​$539​$82​$—​$—

Consumer Program modifications

During the three months ended March 31, 2025, the Company began offering modifications to Consumer Program borrowers in an attempt to enhance collections of delinquent loans and mitigate charge-offs. The primary type of modifications were settlements of amounts owed for less than the current outstanding principal balance and term modifications to extend maturity dates. In certain cases, a partial loan settlement occurred with the original maturity extended for the remaining balance that was not settled.

Consumer Program modifications are within the consumer loans category and included 667 loans modified with an amortized cost of $5.7 million during the three months ended March 31, 2025. During the three months ended March 31, 2025,145 loans with an amortized cost of $1.8 million were provided only a term extension. During the three months ended March 31, 2025,50 loans with an amortized cost of $0.5 million were provided a modification that allowed partial settlement of principal owed of $0.1 million with the remaining principal maturity date extended. The average term modification provided on the aggregate population of loans that received a term extension was 3.3 years and if these terms modifications had not been provided the balance of principal and interest due during the three months ended March 31, 2025 would have been $0.3 million, instead of $0.1 million actually collected during the period on these modified loans. During the three months ended March 31, 2025,472 loans with an amortized cost of $3.4 million were provided a modification that allowed for partial or full settlement of their principal balance outstanding. All loans that were provided modifications during the three months ended March 31, 2025 were performing under their modified terms as of March 31, 2025.

Credit Quality Indicators

Through its system of internal controls, Primis evaluates and segments loan portfolio credit quality using regulatory definitions for Special Mention, Substandard and Doubtful. Special Mention loans are considered to be criticized. Substandard and Doubtful loans are considered to be classified.

Special Mention loans are loans that have a potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position.

Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful loans have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or improbable. Primis hadno loans classified as Doubtful as of March 31, 2025 or December 31, 2024.

In monitoring credit quality trends in the context of assessing the appropriate level of the allowance for credit losses on loans, we monitor portfolio credit quality by the weighted-average risk grade of each class of loan.

The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of March 31, 2025 (in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · 2021 · ​ · Prior · ​ · Loans · ​ · To Term · Total
Commercial real estate - owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$15,725​$43,749​$63,207​$79,361​$59,956​$198,577​$1,174​$8,215​$469,964
Special Mention​​—​​—​​—​​—​​—​​3,179​​—​​—​​3,179
Substandard​​—​​—​​—​​—​​210​​3,880​​—​​—​​4,090
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$15,725​$43,749​$63,207​$79,361​$60,166​$205,636​$1,174​$8,215​$477,233
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.22​​3.24​​3.52​​3.41​​3.43​​3.45​​3.66​​3.74​​3.43
Commercial real estate - nonowner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,189​$21,884​$37,413​$55,565​$113,996​$333,171​$3,221​$3,207​$569,646
Special Mention​​—​​—​​—​​—​​—​​2,569​​—​​—​​2,569
Substandard​​—​​—​​—​​—​​28,372​​285​​—​​—​​28,657
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$1,189​$21,884​$37,413​$55,565​$142,368​$336,025​$3,221​$3,207​$600,872
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.00​​3.72​​3.55​​3.17​​4.16​​3.71​​3.11​​2.91​​3.75
Secured by farmland​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$224​$203​$68​$—​$2​$2,334​$463​$96​$3,390
Special Mention​​—​​—​​—​​—​​—​​—​​—​​—​​—
Substandard​​—​​—​​—​​—​​—​​352​​—​​—​​352
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$224​$203​$68​$—​$2​$2,686​$463​$96​$3,742
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​4.00​​—​​3.00​​N/A​​—​​4.25​​3.99​​3.04​​4.14
Construction and land development​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$2,556​$30,750​$22,009​$36,271​$3,692​$7,520​$980​$—​$103,778
Special Mention​​—​​—​​—​​—​​—​​(5)​​—​​—​​(5)
Substandard​​—​​—​​—​​—​​—​​528​​—​​—​​528
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$2,556​$30,750​$22,009​$36,271​$3,692​$8,043​$980​$—​$104,301
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.04​​3.02​​3.92​​3.68​​3.03​​3.52​​3.30​​N/A​​3.48
Residential 1-4 family​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$5,117​$30,289​$31,581​$155,652​$132,873​$207,133​$6,300​$2,865​$571,810
Special Mention​​—​​—​​—​​—​​—​​603​​—​​—​​603
Substandard​​—​​159​​67​​531​​—​​2,695​​295​​677​​4,424
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$5,117​$30,448​$31,648​$156,183​$132,873​$210,431​$6,595​$3,542​$576,837
Current period gross charge offs​$—​$—​$—​$—​$—​$​​$—​$—​$—
Weighted average risk grade​​3.03​​3.09​​3.09​​3.09​​3.04​​3.19​​3.73​​3.96​​3.12
Multi- family residential​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$1,338​$448​$21,632​$23,584​$85,796​$4,865​$549​$138,212
Special Mention​​—​​—​​—​​—​​18,387​​—​​—​​—​​18,387
Substandard​​—​​—​​—​​—​​—​​567​​—​​277​​844
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$—​$1,338​$448​$21,632​$41,971​$86,363​$4,865​$826​$157,443
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​N/A​​4.00​​3.00​​3.17​​3.88​​3.42​​4.00​​4.67​​3.53
Home equity lines of credit​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$243​$430​$378​$468​$504​$56,813​$116​$58,952
Special Mention​​—​​—​​—​​—​​—​​(1)​​32​​—​​31
Substandard​​—​​—​​—​​—​​—​​(2)​​707​​633​​1,338
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$—​$243​$430​$378​$468​$501​$57,552​$749​$60,321
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.00​​3.00​​3.00​​3.00​​3.00​​3.13​​3.07​​5.60​​3.10
Commercial loans​​​​​​​​​​​​​​​​​​
Pass​$49,566​$208,459​$79,078​$168,996​$31,150​$25,386​$100,032​$6,627​$669,294
Special Mention​​—​​—​​—​​841​​—​​1​​12​​946​​1,800
Substandard​​—​​33​​211​​22,379​​383​​1,127​​2,747​​123​​27,003
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$49,566​$208,492​$79,289​$192,216​$31,533​$26,514​$102,791​$7,696​$698,097
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$33​$33
Weighted average risk grade​​3.11​​3.13​​3.35​​3.39​​3.83​​3.40​​3.41​​3.90​​3.32
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · 2021 · ​ · Prior · ​ · Loans · ​ · To Term · Total
Paycheck Protection Program loans​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$—​$—​$—​$863​$875​$—​$—​$1,738
Special Mention​​—​​—​​—​​—​​—​​—​​—​​—​​—
Substandard​​—​​—​​—​​—​​—​​—​​—​​—​​—
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$—​$—​$—​$—​$863​$875​$—​$—​$1,738
Current period gross charge offs​$—​$—​$—​$—​$173​$—​$—​$—​$173
Weighted average risk grade​​N/A​​N/A​​N/A​​N/A​​2.00​​2.00​​N/A​​N/A​​2.00
Consumer loans​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$2,382​$140,594​$16,705​$165,172​$20,383​$3,367​$7,293​$602​$356,498
Special Mention​​—​​—​​4​​29​​—​​35​​—​​—​​68
Substandard​​—​​—​​126​​517​​418​​2​​—​​23​​1,086
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$2,382​$140,594​$16,835​$165,718​$20,801​$3,404​$7,293​$625​$357,652
Current period gross charge offs​$480​$3,043​$10,439​$157​$—​$​​$9​$—​$14,128
Weighted average risk grade​​4.00​​4.00​​3.22​​2.77​​3.25​​6.12​​2.45​​4.07​​3.34
PCD​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$—​$—​$—​$—​$1,836​$—​$—​$1,836
Special Mention​​—​​—​​—​​—​​—​​1,866​​—​​—​​1,866
Substandard​​—​​—​​—​​—​​—​​1,410​​—​​—​​1,410
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$—​$—​$—​$—​$—​$5,112​$—​$—​$5,112
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​N/A​​N/A​​N/A​​N/A​​N/A​​4.82​​N/A​​N/A​​4.82
Total​$76,759​$477,701​$251,347​$707,324​$434,737​$885,590​$184,934​$24,956​$3,043,348
Current period gross charge offs​$480​$3,043​$10,439​$157​$173​$—​$9​$33​$14,334
Weighted average risk grade​​3.15​​3.42​​3.43​​3.17​​3.60​​3.50​​3.29​​3.80​​3.40

The following table presents weighted-average risk grades for all loans, by class and year of origination/renewal as of December 31, 2024 (in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · 2020 · ​ · Prior · ​ · Loans · ​ · To Term · Total
Commercial real estate - owner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$41,807​$58,979​$79,927​$65,362​$14,830​$193,528​$1,623​$9,280​$465,336
Special Mention​​—​​—​​—​​—​​—​​3,960​​—​​—​​3,960
Substandard​​—​​—​​—​​210​​—​​6,392​​—​​—​​6,602
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$41,807​$58,979​$79,927​$65,572​$14,830​$203,880​$1,623​$9,280​$475,898
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.24​​3.53​​3.42​​3.39​​3.17​​3.51​​3.34​​3.76​​3.44
Commercial real estate - nonowner occupied​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$21,857​$37,292​$56,104​$117,439​$45,057​$295,756​$2,486​$3,216​$579,207
Special Mention​​—​​—​​—​​—​​—​​2,904​​—​​—​​2,904
Substandard​​—​​—​​—​​28,371​​—​​—​​—​​—​​28,371
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$21,857​$37,292​$56,104​$145,810​$45,057​$298,660​$2,486​$3,216​$610,482
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.72​​3.55​​3.17​​4.13​​3.84​​3.68​​3.14​​2.91​​3.74
Secured by farmland​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$270​$68​$—​$4​$76​$2,408​$400​$107​$3,333
Special Mention​​—​​—​​—​​—​​—​​—​​—​​—​​—
Substandard​​—​​—​​—​​—​​—​​378​​—​​—​​378
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$270​$68​$—​$4​$76​$2,786​$400​$107​$3,711
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​4.00​​—​​N/A​​4.00​​N/A​​4.26​​3.89​​3.06​​4.14
Construction and land development​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$28,796​$22,554​$36,762​$3,957​$(1)​$8,224​$821​$—​$101,113
Special Mention​​—​​—​​—​​—​​—​​—​​—​​—​​—
Substandard​​—​​—​​—​​—​​—​​130​​—​​—​​130
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$28,796​$22,554​$36,762​$3,957​$(1)​$8,354​$821​$—​$101,243
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​3.01​​3.73​​3.69​​3.10​​3.00​​3.42​​3.36​​N/A​​3.46
Residential 1-4 family​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$32,866​$33,350​$161,816​$134,244​$37,927​$174,569​$6,054​$2,985​$583,811
Special Mention​​—​​—​​—​​—​​—​​605​​—​​—​​605
Substandard​​159​​263​​542​​—​​—​​2,680​​262​​537​​4,443
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$33,025​$33,613​$162,358​$134,244​$37,927​$177,854​$6,316​$3,522​$588,859
Current period gross charge offs​$—​$—​$—​$—​$—​$8​$—​$—​$8
Weighted average risk grade​​3.13​​3.11​​3.09​​3.04​​3.07​​3.20​​3.74​​3.85​​3.12
Multi- family residential​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,356​$451​$21,692​$23,703​$17,147​$69,360​$4,863​$564​$139,136
Special Mention​​—​​—​​—​​18,438​​—​​—​​—​​—​​18,438
Substandard​​—​​—​​—​​—​​—​​573​​—​​279​​852
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$1,356​$451​$21,692​$42,141​$17,147​$69,933​$4,863​$843​$158,426
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​N/A​​3.00​​3.17​​3.88​​3.91​​3.30​​4.00​​4.66​​3.53
Home equity lines of credit​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$211​$428​$348​$458​$44​$3,017​$56,813​$140​$61,459
Special Mention​​—​​—​​—​​—​​—​​(1)​​32​​—​​31
Substandard​​—​​—​​—​​—​​—​​11​​812​​641​​1,464
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$211​$428​$348​$458​$44​$3,027​$57,657​$781​$62,954
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$9​$—​$9
Weighted average risk grade​​3.00​​3.00​​3.00​​3.00​​3.00​​3.90​​3.08​​5.53​​3.15
Commercial loans​​​​​​​​​​​​​​​​​​
Pass​$152,489​$85,049​$179,070​$32,374​$4,125​$22,008​$97,721​$6,781​$579,617
Special Mention​​—​​—​​1,276​​—​​—​​1​​1,127​​—​​2,404
Substandard​​31​​4​​21,967​​383​​169​​1,108​​2,782​​130​​26,574
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$152,520​$85,053​$202,313​$32,757​$4,294​$23,117​$101,630​$6,911​$608,595
Current period gross charge offs​$—​$383​$—​$—​$—​$196​$347​$—​$926
Weighted average risk grade​​3.21​​3.35​​3.40​​3.83​​3.34​​3.42​​3.44​​3.75​​3.38
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Loans · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Revolving · ​ · Converted · ​ · ​ · ​
​ · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · 2020 · ​ · Prior · ​ · Loans · ​ · To Term · Total
Paycheck Protection Program loans​​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$—​$—​$870​$884​$—​$—​$—​$1,754
Special Mention​​—​​—​​—​​173​​—​​—​​—​​—​​173
Substandard​​—​​—​​—​​—​​—​​—​​—​​—​​—
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$—​$—​$—​$1,043​$884​$—​$—​$—​$1,927
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​N/A​​N/A​​N/A​​2.66​​2.00​​N/A​​N/A​​N/A​​2.36
Consumer loans​​​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$51,194​$17,987​$166,307​$21,621​$537​$3,044​$7,718​$637​$269,045
Special Mention​​—​​4​​59​​—​​—​​41​​—​​—​​104
Substandard​​2​​40​​447​​398​​—​​2​​—​​25​​914
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$51,196​$18,031​$166,813​$22,019​$537​$3,087​$7,718​$662​$270,063
Current period gross charge offs​$19,199​$9,777​$19,790​$1,293​$—​$33​$—​$—​$50,092
Weighted average risk grade​​4.27​​3.37​​2.88​​3.29​​4.00​​4.01​​2.46​​N/A​​3.22
PCD​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$—​$—​$—​$—​$1,890​$—​$—​$1,890
Special Mention​​—​​—​​—​​—​​—​​1,960​​—​​—​​1,960
Substandard​​—​​—​​—​​—​​—​​1,439​​—​​—​​1,439
Doubtful​​—​​—​​—​​—​​—​​—​​—​​—​​—
​​$—​$—​$—​$—​$—​$5,289​$—​$—​$5,289
Current period gross charge offs​$—​$—​$—​$—​$—​$—​$—​$—​$—
Weighted average risk grade​​N/A​​N/A​​N/A​​N/A​​N/A​​4.81​​N/A​​N/A​​4.81
Total​$331,038​$256,469​$726,317​$448,005​$120,795​$795,987​$183,514​$25,322​$2,887,447
Current period gross charge offs​$19,199​$10,160​$19,790​$1,293​$—​$237​$356​$—​$51,035
Weighted average risk grade​​3.29​​3.41​​3.17​​3.59​​3.50​​3.49​​3.31​​3.75​​3.39

Revolving loans that converted to term during the three months ended March 31, 2025 and 2024 were as follows (in thousands):

​​​​​​​​
​ · ​ · For the three months ended March 31, 2025 · ​ · ​ · For the three months ended March 31, 2024
Commercial real estate - non-owner occupied​$16​​$—
Residential 1-4 family​​167​​​—
Commercial loans​946​​71
Consumer loans​—​​11
Total loans​$1,129​​$82

There wereno foreclosed residential real estate property held or in the process of foreclosure as of both March 31, 2025 and December 31, 2024.

Allowance For Credit Losses – Loans

The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. The accounting policy related to the allowance for credit losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance required to account for the expected losses in the loan portfolio and the material effect such estimation, judgment, and uncertainty can have on the consolidated financial results.

In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. For allowance modeling purposes, our loan pools include but are not limited to (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction and land development, (iv) commercial, (v) agricultural loans, (vi) residential 1-4 family and (vii) consumer loans. We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary. For each loan pool, we measure expected credit losses over the life of each loan utilizing a combination of inputs: (i) probability of default, (ii) probability of attrition, (iii) loss given default and (iv) exposure at default. Internal data is supplemented by, but not replaced by, peer data when required, primarily to determine the probability of default input. The various pool-specific inputs may be adjusted for current macroeconomic assumptions. Significant macroeconomic variables utilized in our allowance models include, among other things, (i) Virginia Gross Domestic Product, (ii) Virginia House Price Index, and (iii) Virginia unemployment rates.

Management qualitatively adjusts allowance model results for risk factors that are not considered within our quantitative modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. Qualitative factor (“Q-Factor”) adjustments are driven by key risk indicators that management tracks on a pool-by-pool basis.

In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.

The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of March 31, 2025 and December 31, 2024, calculated in accordance with ASC 326 (in thousands).

​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · Commercial · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Home · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Real Estate · ​ · Real Estate · ​ · ​ · ​ · Construction · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Equity · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Owner · ​ · Non-owner · ​ · Secured by · ​ · and Land · ​ · 1-4 Family · ​ · Multi-Family · ​ · Lines Of · ​ · Commercial · ​ · Consumer · ​ · PCD · ​ · ​
March 31, 2025 · ​ · Occupied · ​ · Occupied · ​ · Farmland · ​ · Development · ​ · Residential · ​ · Residential · ​ · Credit · ​ · Loans · ​ · Loans · ​ · Loans · ​ · Total
Modeled expected credit losses​$5,010​4,148​1​929​6,123​840​439​4,211​5,087​—​26,788
Q-factor and other qualitative adjustments​​353​​692​​21​​158​​347​​648​​20​​681​​274​​—​​3,194
Specific allocations​334​​2,072​​—​​—​​67​​—​​—​​6,207​​5,139​​220​​14,039
Total​$5,697​$6,912​$22​$1,087​$6,537​$1,488​$459​$11,099​$10,500​$220​$44,021
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​CommercialCommercial​​​​​​​​Home​​​​​​​​
​​Real Estate​Real Estate​​​Construction​​​​​​​Equity​​​​​​​​​
​​Owner​Non-owner​Secured by​and Land​1-4 Family​Multi-Family​Lines Of​Commercial​Consumer​PCD​​
December 31, 2024​Occupied​Occupied​Farmland​Development​Residential​Residential​Credit​Loans​Loans​Loans​Total
Modeled expected credit losses​$4,623​4,194​1​1,045​6,423​971​511​4,062​3,932​—​25,762
Q-factor and other qualitative adjustments​​321​​698​​19​​158​​396​​649​​22​​694​​362​​—​​3,319
Specific allocations​955​​2,074​​—​​—​​—​​—​​—​​6,038​​15,331​​245​​24,643
Total​$5,899​$6,966​$20​$1,203​$6,819​$1,620​$533​$10,794​$19,625​$245​$53,724

No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.

Activity in the allowance for credit losses by class of loan for the three months ended March 31, 2025 and 2024 is summarized below (in thousands):

​​​​​​​​​​​​​​​​​​​​​​​
​ · Commercial · Commercial · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Real Estate · Real Estate · ​ · Construction · ​ · ​ · ​ · ​ · Home Equity · ​ · ​ · ​ · ​ · ​ · ​
​ · Owner · Non-owner · Secured by · and Land · 1-4 Family · Multi-Family · Lines Of · Commercial · Consumer · PCD · ​
Three Months Ended March 31, 2025 · Occupied · Occupied · Farmland · Development · Residential · Residential · Credit · Loans · Loans · Loans · Total
Allowance for credit losses: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Beginning balance$5,899$6,966$20$1,203$6,819$1,620$533$10,794$19,625$245$53,724
Provision (recovery)​(202)(54)2(116)(282)(132)(75)5111,969(25)​1,596
Charge offs———————(206)(14,128)—(14,334)
Recoveries——————1—3,034—3,035
Ending balance$5,697$6,912$22$1,087$6,537$1,488$459$11,099$10,500$220$44,021
​​​​​​​​​​​​​​​​​​​​​​​
Three Months Ended March 31, 2024​​​​​​​​​​​​​​​​​​​​​​
Allowance for credit losses:​​​​​​​​​​​​​​​​​​​​​​
Beginning balance$4,255$5,822$31$1,129$4,938$1,590$364$6,320$26,088$1,672$52,209
Provision (recovery)​308​(158)​(5)​67​169​(49)​(18)​953​5,249​(8)​6,508
Charge offs​———————(347)(5,032)—(5,379)
Recoveries​——————2—116​—118
Ending balance$4,563$5,664$26$1,196$5,107$1,541$348$6,926$26,421$1,664$53,456

Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to our collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines. All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days with the exception of the Consumer Program loans that are charged-off once they become 90 days past due.

The following table presents the principal balance of loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of March 31, 2025 and December 31, 2024 (in thousands):

​​​​​​​​​​​​​
​ · ​ · March 31, 2025 · December 31, 2024
​ · ​ · Loan · ​ · Specific · ​ · Loan · ​ · Specific
​ · ​ · Balance · ​ · Allocations · ​ · Balance · ​ · Allocations
Commercial real estate - owner occupied​$3,759​$334​$6,266​$955
Commercial real estate - non-owner occupied​28,755​2,072​28,764​2,074
Secured by farmland​​352​​—​​378​​—
Construction and land development​403​—​—​—
Residential 1-4 family​​2,044​​67​​2,268​​—
Multi- family residential​​844​​—​​852​​—
Home equity lines of credit​​618​​—​​628​​—
Commercial loans​26,348​6,207​25,947​6,038
Consumer loans (1)​​43,779​​5,139​​22,885​​15,331
Total non-PCD loans​​106,902​​13,819​​87,988​​24,398
PCD loans​​5,112​​220​​5,289​​245
Total loans​$112,014​$14,039​$93,277​$24,643

(1) In addition to the specific allocations as of March 31, 2025, there is $11.4 million of discount due to prior charge-offs of the outstanding principal balance of Consumer Program loans.

The following table presents a breakdown between loans at amortized cost that were evaluated on an individual basis and identified as collateral dependent loans and non-collateral dependent loans, by loan portfolio segment and their collateral value as of March 31, 2025 and December 31, 2024 (in thousands):

​​​​​​​​​​​​​
​ · ​ · March 31, 2025 · ​ · December 31, 2024
​ · ​ · ​ · ​ · Non · ​ · ​ · ​ · Non
​ · ​ · Collateral · ​ · Collateral · ​ · Collateral · ​ · Collateral
​ · ​ · Dependent · ​ · Dependent · ​ · Dependent · ​ · Dependent
​ · ​ · Assets (1) · ​ · Assets (1) · ​ · Assets (1) · ​ · Assets (1)
Commercial real estate - owner occupied​$3,545​$—​$4,229​$—
Commercial real estate - non-owner occupied​30,100​—​30,130​—
Secured by farmland​​1,192​​—​​1,277​​—
Construction and land development​405​—​—​—
Residential 1-4 family​​2,801​​—​​3,038​​—
Multi- family residential​​856​​—​​857​​—
Home equity lines of credit​​622​​—​​635​​—
Commercial loans​26,576​—​26,424​—
Total loans​$66,097​$—​$66,590​$—
​​​​​​​​​​​​​
Collateral value​$74,134​$—​$75,375​$—
​​​​​​​​​​​​​
(1) Loan balances include PCD loans and are presented net of SBA guarantees​​​

4.DERIVATIVES

Consumer Program Derivative

The Company has a derivative instrument in connection with its agreement with a third-party that originates loans that are held on the Company’s balance sheet. The third-party provides credit support and reimbursement for lost interest under the agreement and the Company provides performance fees to the third-party on performing loans. Specifically, a portion of the originated loans are originated with a promotional period where interest accrues on the loans but is not owed to the Company unless and until the loan begins to amortize. If the borrower prepays the principal on the loan prior to the end of the promotional period the accrued interest is waived, but becomes due to the Company from the third-party under the agreement. This expected payment of waived interest to the Company along with performance fees due to the third-party comprise the value of the derivative. The fair value of the derivative instrument was an asset of $1.6 million and $4.5 million as of March 31, 2025 and December 31, 2024, respectively. The underlying cash flows were $1.5 million and $4.8 million as of March 31, 2025 and December 31, 2024, respectively. The Company calculates the fair value of this derivative using a discounted cash flow model using inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate the fair value. The most significant inputs and assumptions in determining the value of the derivative are noted below ($ in thousands).

​​​​​​​​​​
​ · ​ · March 31, 2025
​ · ​ · ​ · ​ · ​ · ​ · Weighted
​ · ​ · Low · ​ · High · ​ · Average
Remaining cumulative charge-offs​$29,815​$42,919​​n/a
Remaining cumulative promotional prepayments (1)​$8,101​$14,587​$10,226
Average life (years)​​n/a​n/a​​0.7
Discount rate​​4.06%​​15.07%​​15.07%
​​​​​​​​​​
​​December 31, 2024
​​​​​​Weighted
​​Low​High​Average
Remaining cumulative charge-offs​$28,387​$41,994​​n/a
Remaining cumulative promotional prepayments (1)​$24,322​$53,661​$34,366
Average life (years)​n/a​n/a​​0.5
Discount rate​4.28%​​14.39%​​14.39%
(1)Reflects principal amount expected to prepay.

Mortgage Banking Derivatives and Financial Instruments* *

The Company enters into IRLCs (“interest rate lock commitments”) to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 90 days), with borrowers who have applied for a loan and have met certain credit and underwriting criteria. The IRLCs are adjusted for estimated costs to originate the loan as well as the probability that the mortgage loan will fund within the terms of the IRLC (the pullthrough rate). Estimated costs to originate include loan officer commissions and overrides. The pullthrough rate is estimated on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. The Company obtains an analysis from a third party on a monthly basis to support the reasonableness of the pullthrough estimate.

Best efforts and mandatory forward loan sale commitments are commitments to sell individual mortgage loans using both best efforts and mandatory delivery at a fixed price to an investor at a future date. Forward loan sale commitments that are mandatory delivery are accounted for as derivatives and carried at fair value, determined as the amount that would

be necessary to settle the derivative financial instrument at the balance sheet date. Forward loan sale commitments that are best efforts are not derivatives but can be and have been accounted for at fair value, determined in a similar manner to those that are mandatory delivery. Forward loan sale commitments are recorded on the balance sheet as derivative assets and derivative liabilities with changes in their fair values recorded in mortgage banking income in the statement of operations.

The key unobservable inputs used in determining the fair value of IRLCs are as follows as of March 31, 2025 and December 31, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​March 31, 2025​December 31, 2024
Average pullthrough rates82.95%​89.19%
Average costs to originate​1.35%1.31%

The following summarizes derivative and non-derivative financial instruments as of March 31, 2025 and December 31, 2024:

​​​​​​​
​ · ​ · March 31, 2025
​ · ​ · Fair · ​ · Notional
Derivative financial instruments: · ​ · Value · ​ · Amount
Derivative assets (1)​$1,415​$60,165
Derivative liabilities​$—​$—
(1) Pullthrough rate adjusted​​​​​​
​​March 31, 2025
​​Fair​Notional
Non-derivative financial instruments:​Value​Amount
Best efforts assets​$194​$13,815
​​​​​​​
​​December 31, 2024
​​Fair​Notional
Derivative financial instruments:​Value​Amount
Derivative assets (1)​$1,000​$34,593
Derivative liabilities​$—​$—
(1) Pullthrough rate adjusted​​​​​​
​​December 31, 2024
​​Fair​Notional
Non-derivative financial instruments:​Value​Amount
Best efforts assets​$82​$6,352

The notional amounts of mortgage loans held for sale not committed to investors was $51.6 million and $54.7 million as of March 31, 2025 and December 31, 2024, respectively.

The Company has exposure to credit loss in the event of contractual non-performance by its trading counterparties in derivative instruments that the Company uses in its rate risk management activities. The Company manages this credit risk by selecting only counterparties that the Company believes to be financially strong, spreading the risk among multiple counterparties, by placing contractual limits on the amount of unsecured credit extended to any single counterparty and by entering into netting agreements with counterparties, as appropriate.

5.FAIR VALUE

ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability

Assets and liabilities measured at fair value on a recurring basis are summarized below:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value Measurements Using
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Significant · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices in · ​ · Other · ​ · Significant
​ · ​ · ​ · ​ · ​ · Active Markets for · ​ · Observable · ​ · Unobservable
​ · ​ · Total at · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
(dollars in thousands)March 31, 2025(Level 1)(Level 2)(Level 3)
Assets:​​​​​​​​​​​​
Available-for-sale securities​​​​​​​​​​​​
Residential government-sponsored mortgage-backed securities​$93,082​$—​$93,082​$—
Obligations of states and political subdivisions​29,735​—​29,735​—
Corporate securities​15,338​—​15,338​—
Residential government-sponsored collateralized mortgage obligations​59,876​—​59,876​—
Government-sponsored agency securities​14,213​—​14,213​—
Agency commercial mortgage-backed securities​22,286​—​22,286​—
SBA pool securities​7,108​—​7,108​—
​​241,638​—​241,638​—
Loans held for investment​​249,788​​—​​249,788​​—
Loans held for sale, at fair value​​74,439​—​74,439​—
Consumer Program derivative​​1,597​​—​​—​​1,597
Mortgage banking financial assets​​194​—​—​194
Mortgage banking derivative assets​​1,415​—​—​​1,415
Interest rate swaps, net​​151​​—​​151​​—
Investment in Panacea Financial Holdings, Inc. common stock (1)​​21,227​​—​​—​​21,227
Total assets​$590,449​$—​$565,865​$24,433
​​​​​​​​​​​​​
(1)Inputs and assumptions utilized in determining the fair value are discussed in “PFH Deconsolidation” in footnote 1, Accounting Policies.
​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value Measurements Using
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Significant · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices in · ​ · Other · ​ · Significant
​ · ​ · ​ · ​ · ​ · Active Markets for · ​ · Observable · ​ · Unobservable
​ · ​ · Total at · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
(dollars in thousands)December 31, 2024(Level 1)(Level 2)(Level 3)
Assets:​​​​​​​​​​​​
Available-for-sale securities​​​​​​​​​​​​
Residential government-sponsored mortgage-backed securities​$91,407​$—​$91,407​$—
Obligations of states and political subdivisions​29,705​—​29,705​—
Corporate securities​15,080​—​15,080​—
Residential government-sponsored collateralized mortgage obligations​56,390​—​56,390​—
Government-sponsored agency securities​13,836​—​13,836​—
Agency commercial mortgage-backed securities​22,178​—​22,178​—
SBA pool securities​7,307​—​7,307​—
​​235,903​—​235,903​—
Loans held for investment​​249,190​​—​​249,190​​—
Loans held for sale, at fair value​​83,276​—​83,276​—
Consumer Program derivative​​4,511​​—​​—​​4,511
Mortgage banking financial assets​​82​—​—​82
Mortgage banking derivative assets​​1,000​—​—​​1,000
Total assets​$573,962​$—​$568,369​$5,593
​​​​​​​​​​​​​

Assets measured at fair value on a non-recurring basis are summarized below:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value Measurements Using
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Significant · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices in · ​ · Other · ​ · Significant
​ · ​ · ​ · ​ · ​ · Active Markets for · ​ · Observable · ​ · Unobservable
​ · ​ · Total at · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
(dollars in thousands) · March 31, 2025 · (Level 1) · (Level 2) · (Level 3)
Collateral dependent loans​$66,097​$—​$—$66,097
Assets held for sale​​2,420​​—​​—​​2,420
​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value Measurements Using
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Significant · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices in · ​ · Other · ​ · Significant
​ · ​ · ​ · ​ · ​ · Active Markets for · ​ · Observable · ​ · Unobservable
​ · ​ · Total at · ​ · Identical Assets · ​ · Inputs · ​ · Inputs
(dollars in thousands) · December 31, 2024 · (Level 1) · (Level 2) · (Level 3)
Collateral dependent loans​$66,590​$—​$—$66,590
Loans held for sale, at lower of cost or market​163,832​50,662​113,170​—
Assets held for sale​​5,497​​—​​—​​5,497

Fair Value of Financial Instruments

The carrying amount, estimated fair values and fair value hierarchy levels of financial instruments were as follows (in thousands) for the periods indicated:

​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · March 31, 2025 · ​ · December 31, 2024
​ · Fair Value · Carrying · Fair · Carrying · Fair
​ · ​ · Hierarchy Level · ​ · Amount · ​ · Value · ​ · Amount · ​ · Value
Financial assets: · ​ · ​ · ​ · ​
Cash and cash equivalentsLevel 1​$57,044​$57,044​$64,505​$64,505
Securities available-for-saleLevel 2​241,638​241,638​235,903​235,903
Securities held-to-maturityLevel 2​9,153​8,445​9,448​8,602
Stock in Federal Reserve Bank and Federal Home Loan BankLevel 2​12,983​12,983​13,037​13,037
Preferred investment in mortgage companyLevel 2​3,005​​3,005​3,005​​3,005
Net loansLevel 2 and 3​2,999,327​2,866,310​2,833,723​2,564,623
Loans held for saleLevel 2​74,439​​74,439​83,276​​83,276
Loans held for sale, at lower of cost or market​Level 3​​—​​—​​163,832​​163,832
Consumer Program derivative​Level 3​​1,597​​1,597​​4,511​​4,511
Mortgage banking financial assets​Level 3​​194​​194​​82​​82
Mortgage banking derivative assetsLevel 3​1,415​1,415​1,000​1,000
Interest rate swaps, net​Level 2​​151​​151​​752​​752
Investment in Panacea Financial Holdings, Inc. common stock​Level 3​​21,227​​21,227​​—​​—
Financial liabilities:​​​​​​​​
Demand deposits and NOW accountsLevel 2​$1,275,374​$1,275,374​$1,256,632​$1,256,632
Money market and savings accountsLevel 2​1,563,288​1,563,288​1,574,225​1,574,225
Time depositsLevel 3​330,210​329,591​340,178​339,767
Securities sold under agreements to repurchaseLevel 1​4,019​4,019​3,918​3,918
Junior subordinated debtLevel 2​9,892​8,992​9,880​9,016
Senior subordinated notesLevel 2​86,057​86,302​85,998​85,987
Secured borrowings​Level 3​​16,729​​16,729​​17,195​​17,195
​​​​​​​​​​​​​​​

Carrying amount is the estimated fair value for cash and cash equivalents, loans held for sale, mortgage banking financial assets and liabilities, mortgage banking derivative assets and liabilities, Consumer Program derivative, interest rate swaps, demand deposits and NOW accounts, savings accounts, money market accounts, FHLB advances, secured borrowings and securities sold under agreements to repurchase.

Fair value of junior subordinated debt and senior subordinated notes are based on current rates for similar financing. Carrying amount of Federal Reserve Bank and FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are based on the ultimate recoverability of the par value. The fair value of off-balance-sheet items is not considered material. Fair value of net loans, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion. The net loans that use level 2 inputs are related to the portfolio of loans underlying our interest rate swaps as previously discussed in “Note 1 – Accounting Policies”.

6. LEASES

The Company leases certain premises under operating leases. In recognizing lease right-of-use assets and related liabilities, we account for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under our lease contracts. As of March 31, 2025 and December 31, 2024, the Company had operating lease liabilities totaling $11.6 million, and right-of-use assets totaling $10.4 million and $10.3 million, respectively, reflected in our condensed consolidated balance sheets related to these leases. We do not currently have any financing leases. For the three months ended March 31, 2025 and 2024, our net operating lease costs were $0.6 million. These net operating lease costs are reflected in occupancy expenses on our condensed consolidated statements of income.

The following table presents other information related to our operating leases:

​​​​​​​​​
​ · ​ · For the Three Months Ended · ​
​ · ​ · March 31, 2025 · ​ · ​ · March 31, 2024 · ​
Other information:​​​​​​​​
Weighted-average remaining lease term - operating leases, in years​​5.9​​​7.1​
Weighted-average discount rate - operating leases​4.0%​4.0%

The following table summarizes the maturity of remaining lease liabilities:

​​​​
​​​​
​ · ​ · As of
(dollars in thousands) · ​ · March 31, 2025
Lease payments due:​​​
2025​$1,870
2026​​2,462
2027​​2,405
2028​​2,155
2029​​1,608
Thereafter​2,667
Total lease payments​​13,167
Less: imputed interest​​(1,528)
Lease liabilities​$11,639

As of March 31, 2025, the Company didnot have any operating lease that has not yet commenced that will create additional lease liabilities and right-of-use assets for the Company.

7.DEBT AND OTHER BORROWINGS

Other borrowings can consist of FHLB convertible advances, FHLB of Atlanta overnight advances, FHLB advances maturing within one year, federal funds purchased, Federal Reserve Board Discount Window, secured borrowings and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts as of March 31, 2025 and December 31, 2024 was $4.0 million and $3.9 million, respectively.

As of March 31, 2025 and December 31, 2024, we had pledged callable agency securities, residential government-sponsored mortgage-backed securities and collateralized mortgage obligations with a carrying value of $6.9 million and $6.8 million, respectively, to customers who require collateral for overnight repurchase agreements and deposits.

As of March 31, 2025, Primis Bank had lendable collateral value in the form of residential 1-4 family mortgages, HELOCs, commercial mortgage loans, and investment securities supporting borrowing capacity of approximately $541.3 million from the FHLB.

In June 2023, the Bank took the necessary steps to participate in the Federal Reserve discount window borrowing program. As of March 31, 2025, the Bank had borrowing capacity of $550.5 million within the program and has not borrowed under the program.

In 2017, the Company assumed $10.3 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $650 million. As of March 31, 2025 and December 31, 2024, there was $10.3 million outstanding, net of approximately $0.4 million of debt issuance costs as of March 31, 2025 and December 31, 2024. As of March 31, 2025 and December 31, 2024, the interest rate payable on the trust preferred securities was 7.51% and 7.56%, respectively. As of March 31, 2025, all of the trust preferred securities qualified as Tier 1 capital.

On January 20, 2017, Primis completed the sale of $27.0 million of its fixed-to-floating rate senior Subordinated Notes due 2027. Interest is currently payable at an annual floating rate equal tothree-month CME Term SOFR plus a tenor spread adjustment of 0.26% until maturity or early redemption. As of March 31, 2025,20% of these Notes qualified as Tier 2 capital.

On August 25, 2020, Primis completed the sale of$60.0 million of its fixed-to-floating rate Subordinated Notes due 2030. Interest is payable at an initial annual fixed rate of 5.40% and after September 1, 2025, at a floating rate equal to a benchmark rate, which is expected to be Three-Month Term SOFR, plus a spread of 531 basis points. As of March 31, 2025, all of these notes qualified as Tier 2 capital.

As of March 31, 2025 and December 31, 2024, the remaining unamortized debt issuance costs related to the senior Subordinated Notes totaled $0.9 million and $1.0 million, respectively.

Secured Borrowings

The Company transferred $1.1 million and $23.4 million in principal balance of loans to another financial institution in 2024 and 2023, respectively, that were accounted for as secured borrowings. The balance of secured borrowings was $16.7 million and $17.2 million as of March 31, 2025 and December 31, 2024, respectively, and the remaining amortized cost balance of the underlying loans was $16.8 million and $17.3 million, respectively. None of the loans underlying the secured borrowings were past due 30 days or greater or on nonaccrual as of March 31, 2025 and December 31, 2024 and were all internally rated as “pass” loans as presented in our “credit quality indicators” section of “Note 3 – Loans and Allowance for Credit Losses”. The loans were included in our allowance for credit losses process and an allowance was calculated on the loans as part of their inclusion in a pool with other loans with similar credit risk characteristics. There wereno charge-offs of the loans underlying the secured borrowings during the three months ended March 31, 2025. The underlying loans collateralize the borrowings and cannot be sold or pledged by the Company.

8.STOCK-BASED COMPENSATION

The 2017 Equity Compensation Plan (the “2017 Plan”) has a maximum number of 750,000 shares reserved for issuance. The purpose of the 2017 Plan is to promote the success of the Company by providing greater incentives to employees, non-employee directors, consultants and advisors to associate their personal financial interests with the long-term financial success of the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management practices.

A summary of stock option activity for the three months ended March 31, 2025 follows:

​​​​​​​​​​​
​ · ​ · ​ · ​ · Weighted · ​
​ · ​ · ​ · ​ · Weighted · ​ · Average · ​ · Aggregate
​ · ​ · ​ · ​ · Average · ​ · Remaining · ​ · Intrinsic
​ · ​ · ​ · ​ · Exercise · ​ · Contractual · ​ · Value
​ · ​ · Shares · ​ · Price · ​ · Term · ​ · (in thousands)
Options outstanding, beginning of period35,800​$11.731.0​$4
Exercised—​​—​​​​​
Options outstanding, end of period35,800​$11.73​0.7​​—
​​​​​​​​​​​
Exercisable at end of period35,800​$11.73​0.7​​—

There wasno stock-based compensation expense associated with stock options for the three months ended March 31, 2025 and 2024. As of March 31, 2025, we donot have any unrecognized compensation expense associated with the stock options.

A summary of time vested restricted stock awards for the three months ended March 31, 2025 follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Weighted · Weighted
​ · ​ · ​ · ​ · Average · ​ · Average · ​
​ · ​ · ​ · ​ · Grant-Date · ​ · Remaining · ​
​ · ​ · ​ · ​ · Fair Value · ​ · Contractual · ​
​ · ​ · Shares · ​ · Per Share · ​ · Term · ​
Unvested restricted stock outstanding, beginning of period20,900​$13.18​1.8
Vested(9,050)​​15.15
Unvested restricted stock outstanding, end of period11,850​$11.672.5​

Stock-based compensation expense for time vested restricted stock awards totaled $31 thousand and $0.2 million for the three months ended March 31, 2025 and 2024, respectively. Unrecognized compensation expense associated with restricted stock awards was $0.1 million, which is expected to be recognized over a weighted average period of 2.5 years.

A summary of performance-based restricted stock units (the “Units”) for the three months ended March 31, 2025 follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · Weighted · Weighted
​ · ​ · ​ · ​ · ​ · Average · ​ · Average
​ · ​ · ​ · ​ · ​ · Grant-Date · ​ · Remaining
​ · ​ · ​ · ​ · ​ · Fair Value · ​ · Contractual
​ · ​ · Shares · ​ · ​ · Per Share · ​ · Term
Unvested Units outstanding, beginning of period223,460​$11.792.1
Forfeited—​​—​
Unvested Units outstanding, end of period223,460​​11.79​1.8

These Units are subject to service and performance conditions. These Units vest based on the achievement of both conditions. Achievement of the performance condition will be determined at the end of the five-year performance period (the “Performance Period”) by evaluating the: 1) Company’s adjusted earnings per share compound annual growth measured for the Performance Period and 2) performance factor achieved. Payouts between performance levels will be determined based on straight line interpolation.

The Company recognizedno stock-based compensation expense during the three months ended March 31, 2025 and 2024 as a result of the probability of a portion of the Units vesting because it is not probable that these Units will vest. The

potential unrecognized compensation expense associated with these Units was $4.2 million as of March 31, 2025 and December 31, 2024.

9.COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

Primis is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and guarantees of credit card accounts. These instruments involve elements of credit and funding risk in excess of the amount recognized in the consolidated balance sheets. Letters of credit are written conditional commitments issued by Primis to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had letters of credit outstanding totaling $17.7 million and $9.9 million as of March 31, 2025 and December 31, 2024, respectively.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based on the contractual amount of these instruments. Primis uses the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless noted otherwise, we do not require collateral or other security to support financial instruments with credit risk.

Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures

The allowance for credit losses on off-balance sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Primis is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if the Company has the unconditional right to cancel the obligation. Off-balance sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 3 - Loans and Allowance for Credit Losses, as if such commitments were funded. The allowance for credit losses on off-balance sheet credit exposures is reflected in other liabilities in the consolidated balance sheets.

The following table details activity in the allowance for credit losses on off-balance-sheet credit exposures:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · 2025 · 2024
​ · ​ · ​ · ​ · ​ · ​
Balance as of January 1​$1,121​$1,579
Credit loss expense​13​(458)
Balance as of March 31​$1,134​$1,121

Commitments

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments are made predominately for adjustable rate loans, and generally have fixed expiration dates of up to three months or other termination clauses and usually require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis.

The Company had $133.1 million of mortgage loan commitments outstanding as of March 31, 2025, all of which contractually expire within thirty years.

As of March 31, 2025 and December 31, 2024, we had unfunded lines of credit and undisbursed construction loan funds totaling $403.5 million and $459.2 million, respectively, not all of which will ultimately be drawn. Virtually all of our unfunded lines of credit and undisbursed construction loan funds are variable rate. The amount of certificate of deposit accounts maturing in less than one year was $282.8 million as of March 31, 2025. Management anticipates that funding requirements for these commitments can be met in the normal course of business.

Primis also had commitments on the subscription agreements entered into for investments in non-marketable equity securities of$1.7 million and$0.9 million as of March 31, 2025 and December 31, 2024, respectively.

10.EARNINGS PER SHARE

The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations (amounts in thousands, except per share data):

​​​​​​​​​
​ · ​ · ​ · Weighted · ​
​ · ​ · ​ · ​ · ​ · Average · ​ · ​
​ · ​ · Income · ​ · Shares · ​ · Per Share
​ · ​ · (Numerator) · ​ · (Denominator) · ​ · Amount
​​​​​​​​​
For the three months ended March 31, 2025 · ​ · ​
Basic EPS​$22,63624,707​$0.92
Effect of dilutive stock options and unvested restricted stock​—16​—
Diluted EPS​$22,63624,723​$0.92
​​​​​​​​​
For the three months ended March 31, 2024​​
Basic EPS​$2,466​24,674​$0.10
Effect of dilutive stock options and unvested restricted stock​​—​33​—
Diluted EPS​$2,466​24,707​$0.10
​​​​​​​​​

The Company had 35,800 anti-dilutive options as of March 31, 2025. The Company didnot have any anti-dilutive options as of March 31, 2024.

**11.**SEGMENT INFORMATION

The Company’s reportable operating segments are determined based on its internal organizational structure, which is overseen by the Chief Executive Officer (“CEO”), the Company’s designated Chief Operating Decision Maker (“CODM”). While the CEO consults with key members of his leadership team, the ultimate responsibility for making operational decisions and resource allocations resides with the CEO. For the three months ended March 31, 2025 and 2024, the Company’s internal organizational structure and resulting management reporting was concentrated around the Bank and Primis Mortgage, which resulted in the Company determining these to be itstwo reportable segments.

Primis’ organizational structure and its operational segments are determined by attributes such as products, services, and customer base which are then aggregated based on similarities around these attributes. The operating results for each segment are regularly reviewed by the CEO using a broad set of financial and operational data. Key financial data utilized by the CEO to assess financial performance and allocate resources includes loan and deposit growth, certain direct expenses, net interest income and mortgage banking income along with overall net income attributable to Primis’ common shareholders. The CEO also considers actual results compared to budgeted results in these metrics when assessing performance and making determinations related to resource allocations. The following is a description of our reportable segments.

Primis Bank. This segment specializes in providing financing services to businesses in various industries along with consumer and residential loans to individuals. The segment also provides deposit-related services to businesses, non-profits, municipalities, and individual consumers. The primary source of revenue for this segment is interest income from the origination of loans, while the primary expenses are interest expenses on deposits, provisions for loan losses, personnel costs, and data processing expenses.

Primis Mortgage. This segment specializes in originating mortgages in a majority of the U.S. The primary source of revenue for this segment is noninterest income generated from the origination and sale of mortgage loans, while the primary expense of the segment is personnel costs.

The following table provides financial information for the Company's reportable segments. In additional to the Company’stwo reportable segments as described above, the caption “Other” has been included to provide reconciliation to the Company’s consolidated results and includes operational costs that are not a part of thetwo reportable segments but don’t qualify to be considered a separate reportable segment. “Other” primarily includes the Primis Bank Holding Company and PFH, which are generally cost centers to the consolidated entity, along with elimination adjustments to reconcile the results of the reportable segments to the consolidated financial statements prepared in conformity with U.S. GAAP.

​​​​​​​​​​​​​​
​ · ​ · ​ · As of and for the three months ended March 31, 2025
​ · Primis Mortgage · Primis Bank · Other (1) · Consolidated Company
($ in thousands)​​​​​​​​​​​​​
Interest income​​$1,056​$46,617​$50​$47,723
Interest expense​​​—​​19,691​​1,668​​21,359
Net interest income​​​1,056​​26,926​​(1,618)​​26,364
Provision for loan losses​​​—​​1,596​​—​​1,596
Net interest income after provision for loan losses​​​1,056​​25,330​​(1,618)​​24,768
​​​​​​​​​​​​​​
Noninterest income:​​​​​​​​​​​​​
Mortgage banking income​​​5,722​​(107)​​—​​5,615
Other noninterest income​​​—​​1,831​​24,889​​26,720
Total noninterest income​​​5,722​​1,724​​24,889​​32,335
​​​​​​​​​​​​​​
Noninterest expenses:​​​​​​​​​​​​​
Salaries and benefits​​​4,680​​9,686​​3,575​​17,941
Data processing expense​​​131​​2,718​​—​​2,849
Other operating expenses​​​970​​9,267​​1,489​​11,726
Total noninterest expenses​​​5,781​​21,671​​5,064​​32,516
Income before income taxes​​997​5,383​18,207​24,587
Income tax expense​​225​​1,116​​4,212​​5,553
Net income​​​772​​4,267​​13,995​​19,034
Net loss attributable to noncontrolling interests​​​—​​—​​3,602​​3,602
Net income attributable to Primis' common stockholders​​$772​$4,267​$17,597​$22,636
​​​​​​​​​​​​​​
Total assets​​$89,531​$3,665,760​$(57,981)​$3,697,310
(1)Other includes Parent, PFH and intercompany eliminations.
​​​​​​​​​​​​​​
​ · ​ · ​ · As of and for the three months ended March 31, 2024
​ · Primis Mortgage · Primis Bank · Other (1) · Consolidated Company
($ in thousands)​​​​​​​​​​​​​
Interest income​​$907​$49,372​$66​$50,345
Interest expense​​​—​​23,390​​1,686​​25,076
Net interest income​​​907​​25,982​​(1,620)​​25,269
Provision for loan losses​​​—​​6,508​​—​​6,508
Net interest income after provision for loan losses​​​907​​19,474​​(1,620)​​18,761
​​​​​​​​​​​​​​
Noninterest income:​​​​​​​​​​​​​
Mortgage banking income​​​5,574​​—​​—​​5,574
Other noninterest income​​​—​​4,655​​78​​4,733
Total noninterest income​​​5,574​​4,655​​78​​10,307
​​​​​​​​​​​​​​
Noninterest expenses:​​​​​​​​​​​​​
Salaries and benefits​​​4,231​​9,772​​1,732​​15,735
Data processing expense​​​87​​2,144​​—​​2,231
Other operating expenses​​​804​​7,943​​825​​9,572
Total noninterest expenses​​​5,122​​19,859​​2,557​​27,538
Income before income taxes​​1,359​4,270​(4,099)​1,530
Income tax expense​​327​​859​​(468)​​718
Net income (loss)​​​1,032​​3,411​​(3,631)​​812
Net loss attributable to noncontrolling interests​​​—​​—​​1,654​​1,654
Net income (loss) attributable to Primis' common stockholders​​$1,032​$3,411​$(1,977)​$2,466
​​​​​​​​​​​​​​
Total assets​​$81,840​$3,881,301​$(73,162)​$3,889,979
(1)Other includes Parent, PFH and intercompany eliminations.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.