UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective July 2, 2025, Primis Financial Corp. (the “Company”) amended its Articles of Incorporation to eliminate the classified structure of the Board of Directors of the Company (the “Board”), beginning at the 2026 annual meeting of Company stockholders (the “Declassification Amendment”). Effective July 2, 2025, the Company also amended and restated its Amended and Restated Bylaws (the “Second Amended and Restated Bylaws”) to reflect the Declassification Amendment. Copies of the Articles of Amendment to the Articles of Incorporation and the Second Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
| Item 8.01. | Other Events. |
The Board adopted the Primis Financial Corp. Omnibus Incentive Plan (the “Incentive Plan”), which became effective following approval by the Company’s stockholders at the annual meeting of Company stockholders held on June 26, 2025. A description of the material terms of the Incentive Plan was included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2025, and is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to Articles of Incorporation of Primis Financial Corp. (effective as of July 2, 2025) | |
| 3.2 | Second Amended and Restated Bylaws of Primis Financial Corp. (effective as of July 2, 2025) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PRIMIS FINANCIAL CORP. | ||
| July 7, 2025 | By: | /s/ Matthew A. Switzer |
| Matthew A. Switzer | ||
| Chief Financial Officer | ||