{"url_path":"/sec/frst/8-k/2026-06-30/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1325670/0001104659-26-079364-index.html","accession_number":"0001104659-26-079364","cik":"0001325670","ticker":"FRST","issuer_name":"Primis Financial Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1325670/0001104659-26-079364-index.html","primary_entity_key":"0001325670","primary_entity_name":"Primis Financial Corp."},"word_count":384,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nAt\nthe recommendation of its Corporate Governance Committee, effective June 25, 2026 the Board of Directors (the “Board”) of\nPrimis Financial Corp. (the “Company”) and Prims Bank (the “Bank”) appointed Margaret M. Weichert to the Company\nand Bank boards and to serve on the Corporate Governance Committee.\n\n \n\nMs. Weichert is a highly successful\nfinancial services executive. Her background includes strategy, marketing, operations and profit and loss experience in banks, multinational\ncorporations, large government agencies, start-ups, and not-for-profits. A former banker as well as an entrepreneur, Ms. Weichert has\ndeep experience with technology and transformation including running businesses at Accenture, Bank of America, First Data and The Clearinghouse.\nShe led transformational change in government as the Senate-confirmed Deputy for Management in the Office of Management and Budget and\nas leader of the government Office of Personnel Management. Ms. Weichert’s work as a payment industry inventor has resulted in sixteen\nU.S. patents and dozens of payment product and business model innovations. Ms. Weichert currently serves as an Adjunct Professor at Georgetown\nUniversity and serves on the Advisory Board of the Smithsonian Libraries and Archives as well as several financial technology startups.\n\n \n\nThe Board has determined that\nMs. Weichert is “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no family relationships\nbetween Ms. Weichert and any director or executive officer of the Company. There are no arrangements or understandings between Ms. Weichert\nand any other persons or entities pursuant to which Ms. Weichert was appointed as a director of the Company.  \n\n \n\nThere are no transactions\ninvolving Ms. Weichert and the Company that require disclosure under Item 404(a) of Regulation S-K.\n\n \n\nAs of the date of her appointment,\nMs. Weichert is entitled to receive compensation that is consistent with the compensation received by the other members of the Board.\nA description of the compensation payable to members of the Board is set forth under the heading “Director Compensation” in\nthe Company’s Definitive Proxy Statement filed with the SEC on April 10, 2026 and is incorporated herein by reference.\n\n \n\nA copy of the press release\nannouncing Ms. Weichert’s appointment to the Board is attached hereto as [Exhibit 99.1](tm2619419d1_ex99-1.htm) and incorporated by reference herein."}