Primis Financial Corp.

Article 8.A. of the Company’s articles of incorporation, as amended, currently divides the Board of Directors into three classes. Each class is elected for a three-year term, with the terms staggered so that approximately one-third of directors, plus any newly appointed directors, stands for election each year. There are currently four Class I directors, whose term expires at the Annual Meeting; three Class II directors, whose term expires at the 2026 annual meeting of stockholders; and three Class III directors, whose term expires at the 2027 annual meeting of stockholders.

In the past, the Company’s various Boards of Directors have believed that a classified board structure served the best interests of the Company and its stockholders. Among other considerations, classified boards generally can provide for company and board continuity and stability, promote director independence that is less subject to management or outside influence, and inhibit coercive takeover tactics and special interest groups focused on short-term gain from taking rapid control of a company without giving its board the opportunity to negotiate the payment of an appropriate premium.

While the Board continues to believe these are important considerations, the Board also understands that the corporate governance best practices in recent years have moved away from classified boards in favor of electing all directors annually. As part of its ongoing responsibilities to monitor current developments in corporate governance and review and recommend changes to the Company’s governing documents, the Corporate Governance Committee evaluated the classified board structure during early 2025 and considered, among other things, that an annual election of all directors would provide stockholders with greater opportunity to register their views at each annual meeting on the performance of the entire Board over the prior year. Director elections are the primary means for stockholders to express their views on the performance of individual directors, and a classified board structure affords stockholders this opportunity only once every three years for each director.

After carefully weighing these considerations, the Board concluded that the annual election of all directors will both enhance our corporate governance practices and be an effective way to maintain and enhance the accountability of the Board. Accordingly, the Board, upon the recommendation of the Corporate Governance Committee, unanimously determined that it is in the best interests of the Company to eliminate the classified board structure.