Primis Financial Corp.

Primis Financial Corp. (the “Company”) has determined that it is not able to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “First Quarter Form 10-Q”) within the prescribed time period without unreasonable effort or expense because it requires additional time and effort to complete certain documentation, disclosures and analyses to be included either in, or in support of, the First Quarter Form 10-Q. It is anticipated that the First Quarter Form 10-Q will be filed on or before the 5th calendar day (the “Extension Period”) following the prescribed due date of the Company’s First Quarter Form 10-Q. Forward-Looking Statements This Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward-looking statements include: (i) statements regarding the Company’s expectation to file the First Quarter Form 10-Q within the Extension Period and the completion of matters necessary to permit such filing within the Extension Period, and (ii) statements regarding the Company’s financial results for the quarter ended March 31, 2025. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements. These risks include, but are not limited to, adjustments resulting from the completion by the auditor of its review of the First Quarter Form 10-Q and unexpected delays the Company may incur in connection with the preparation of the First Quarter Form 10-Q. Readers of this Form 12b-25 are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25

On March 17, 2025, Primis Financial Corp. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Original Form 12b-25”) reporting that it required additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). On April 1, 2025, the Company filed an amendment to the Original Form 12b-25 to report that the Company would not be filing the Form 10-K within the 15 calendar day grace period provided by Rule 12b-25 and expected to file the Form 10-K not later than April 2, 2025. This second amendment to the Original Form 12b-25 is being filed to report that the Company requires additional time for completion of certain documentation, disclosures and analyses to be included either in, or in support of, the Form 10-K. As part of its analyses, the Company has determined that a $4 million increase in specific reserves was required as of December 31, 2024 for one credit due to a third party valuation received after December 31, 2024. The Company and its independent auditors are also evaluating information received subsequent to year end that could impact the adequacy of reserves on a portion of its consumer loan portfolio as of December 31, 2024. To date, the Company has been unable, without unreasonable effort or expense, to complete the Form 10-K, and its independent auditors have been unable to complete the review thereof. The Company expects to file the Form 10-K as soon as practicable. Forward-Looking Statements This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements

On March 17, 2025, Primis Financial Corp. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Original Form 12b-25”) reporting that it required additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). The Company noted at the time that a contributor to the delayed filing was completion of certain documentation, disclosures and analyses to be included either in, or in support of, the Form 10-K, and that the Company expected to file the Form 10-K within the 15 calendar day extension period as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. This amendment to the Original Form 12b-25 is being filed to report that the Company will not be filing the Form 10-K within the 15 calendar day grace period provided by Rule 12b-25. To date, the Company has been unable, without unreasonable effort or expense, to complete the Form 10-K, and its independent auditors have been unable to complete the review thereof. The Company expects to file the Form 10-K not later than April 2, 2025. Forward-Looking Statements This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations regarding the impact on, and the timing of the completion and audit of, the Company’s financial statements and the filing of the Form 10-K, which reflect the Company’s expectations based upon information presently available to the Company and assumptions that it believes to be reasonable

Primis Financial Corp. (the “Company”) is unable to file, without unreasonable effort or expense, its Report on Form 10-K for the period ended December 31, 2024 (the “Form 10-K”) by March 17, 2025, the original due date for such filing. Specifically, the Company requires additional time and effort to complete certain documentation, disclosures and analyses to be included either in, or in support of, the Form 10-K. The Company expects to file the Form 10-K within the 15 calendar day extension period as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. Forward-Looking Statements This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations regarding the impact on, and the timing of the completion and audit of, the Company’s financial statements and the filing of the Form 10-K, which reflect the Company’s expectations based upon information presently available to the Company and assumptions that it believes to be reasonable. Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements

Primis Financial Corp. (the “Company”) has determined that it is not able to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Third Quarter Form 10-Q”) within the prescribed time period without unreasonable effort or expense for the reasons described herein. As previously disclosed, the Company concluded, in consultation with the Office of the Chief Accountant of the Securities and Exchange Commission, that it was required to make certain changes to how it accounts for a third-party originated and serviced consumer loan portfolio to correct an error in its previous application of U.S. GAAP. In order to complete the Third Quarter Form 10-Q, correction of this error required the Company to restate the Company’s previously filed Annual Report on Form 10-K for the year ended 2022, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023. The Company has completed all of these filings along with the previously delayed Annual Report on Form 10-K for the year ended 2023 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. As disclosed on October, 17, 2024, the Company appointed Crowe LLP (“Crowe”) as its independent registered public accounting firm beginning with the delayed Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Second Quarter Form 10-Q”). In connection with the preparation of the Company’s financial statements for the second quarter of 2024 and third quarter of 2024, additional time is necessary to complete related analyses required for the issuance of the Company’s Second Quarter Form 10-Q and Third Quarter Form 10-Q

Primis Financial Corp. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Second Quarter Form 10-Q”), due to the timing of the consultation process the Company has pursued with the Office of the Chief Accountant of the Securities and Exchange Commission (as previously described in the Form 12b-25 filed by the Company on April 1, 2024) regarding a potential error in the methodology used to account for a consumer loan portfolio impacting the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). As a result, the Company and its independent auditor have not been able to finalize and file the 2023 Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company does not expect to file the Second Quarter Form 10-Q on or before the expiration of the five calendar day extension period provided in Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company plans to file the Second Quarter Form 10-Q as soon as practicable following the completion and filing of the 2023 Form 10-K. The Company concluded the initial phase of its consultation process on August 9, 2024, which will result in the Company making certain changes to how it accounts for the third-party serviced consumer loan portfolio to correct an error in its previous application of U.S. GAAP. A detailed discussion of these changes will be included in the Company’s forthcoming 2023 Form 10-K, but a summary of the expected changes are as follows: · Interest income earned on the consumer loans originated by the third-party and funded and held by the Company that are originated with promotional features (e.g. no interest due if paid off within a certain timeframe) will be deferred until the end of that promotional period

Primis Financial Corp. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “First Quarter Form 10-Q”), as the Office of the Chief Accountant of the Securities and Exchange Commission pre-clearance process (as previously described in the Form 12b-25 filed by the Company on April 1, 2024) regarding a potential error in the methodology used to account for a consumer loan portfolio impacting the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) remains ongoing, and as a result, the Company and its independent auditor have not been able to finalize and file the 2023 Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company does not expect to file the First Quarter Form 10-Q on or before the expiration of the five calendar day extension period provided in Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company plans to file the First Quarter Form 10-Q as soon as practicable following the completion and filing of the 2023 Form 10-K. Forward-Looking Statements This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements

ed time period. ​ On March 18, 2024, Primis Financial Corp. (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “ Original Form 12b-25 ” ) reporting that it required additional time to complete its Annual Report on Form 10-K for the year ended December 31, 2023 (the “ 2023 Form 10-K ” ). The Company noted at that time that a contributor to the delayed filing was a required analysis regarding a potential error in the methodology used to account for a consumer loan portfolio, as further described in the Original Form 12b-25. The Original Form 12b-25 also indicated that the Company anticipated filing its 10-K no later than April 1, 2024. ​ This amendment to the Original Form 12b-25 is being filed to report that the Company will not be filing such 2023 Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. To date, the Company has been unable, without unreasonable effort or expense, to complete the 2023 Form 10-K, and its independent auditors have been unable to complete the review thereof. The Company continues to work with accounting advisors and its independent auditor to evaluate the potential error in methodology used to account for the portfolio described above. Because of the complexity of the accounting involved and lack of clear guidance under Generally Accepted Accounting Principles ( “ GAAP ” ), the Company has elected to pursue a “ pre-clearance ” process with the Office of the Chief Accountant of the Securities and Exchange Commission. While the Company intends to move diligently through this process, the timeline for feedback is not fixed and is anticipated to take at least thirty days. As a result of this failure to file Form 10-K, the Company anticipates that it will receive a corresponding notice of non-compliance from Nasdaq

Primis Financial Corp. (the “Company”) is unable to file its Annual Report on Form 10-K for the period ended December 31, 2023 (the “Form 10-K) by the prescribed filing deadline (March 15, 2024) without unreasonable effort as explained below. In accordance with Rule 12b-25 and Rule 0-3 of the Securities Exchange Act of 1934, as amended, the Company anticipates filing its Form 10-K no later than April 1, 2024. As reported in the Company’s Current Report on Form 8-K filed on March 1, 2024, the Company announced that it will restate its financial statements for each of the first three quarters of 2023 as well as the earnings release and investor presentation furnished with the Current Report on Form 8-K that the Company filed on January 26, 2024 (the "Restated Materials”) . The restatement is being made to correct errors identified during the Company’s year-end reporting process in the first quarter of 2024 . The errors relate to transfers of loans by the Company’s subsidiary, Primis Bank, to other financial institutions over the first, second, and third quarters of 2023 that did not qualify for sales treatment under U.S. GAAP and should have been accounted for as secured borrowings. The Company will also correct the Restated Materials to reflect information obtained after year-end confirming losses on a receivable Primis Bank previously reported on the Company’s balance sheet as of December 31, 2023 that met the accounting requirements of a subsequent event that should be recognized during the year ended December 31, 2023. As also disclosed in the 8-K filed on March 1, 2024, management determined as part of its customary procedures to finalize its financial statements for inclusion in its Annual Report on Form 10-K for the year ended December 31, 2023 that the Company’s allowance for credit losses related to a third party managed portfolio was insufficient as of the end of the fourth quarter of 2023