Primis Bank Completes $58M Sale-Leaseback Of 18 Branches, Boosting Tangible Book Value 13.2% And Recurring Earnings 15%

Accretive to TBV by 13.2% and Recurring Earnings by 15.0%

MCLEAN, Va., Dec. 8, 2025 /PRNewswire/ -- Primis Bank (the "Bank"), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ:FRST) ("Primis" or the "Company"), today announced it has entered into a sale-leaseback transaction covering 18 branch properties. The transaction itself has a pre-tax gain of $50 million and provided the Bank a unique opportunity to restructure several areas of the balance sheet, improve operating earnings and build capital levels to support the growth expected in 2026 and 2027.

Dennis J. Zember, Jr., President and Chief Executive Officer of the Company stated, "This transaction as we close out 2025 is the finishing touch on a great year of repositioning the Company.  We have rebuilt tangible book value and capital levels by realizing some embedded gains and strengthened the earnings outlook materially with 12 months of profitable growth and now this restructure.  Because of this transaction, we are starting 2026 with the capital we need to support several mature strategies that are growing revenue with very little operating expense burden."

On a net basis, after restructuring charges and deal expenses, the Company expects a gain of $38 million after tax or $1.54 per share. The impact on the Company's key ratios is seen below (against reported 3Q25 results and assuming full implementation of restructuring which is expected to be complete in the first quarter of 2026):

Consolidated Impact		Reported 3Q25		Impacts of Restructure		Proforma 3Q25		% Change
ROAA		0.70 %		0.10 %		0.80 %		14.3 %
ROTCE		9.45 %		0.16 %		9.61 %		1.7 %
Net Interest Margin		3.18 %		0.28 %		3.46 %		8.8 %
Efficiency Ratio		79.0 %		-2.0 %		77.0 %		(2.5 %)
Tangible Book Value		$11.71		$1.54		$13.25		13.2 %
TCE / TA		7.47 %	%	0.96 %		8.43 %	%	12.9 %
CET1 – Consolidated		8.62 %		0.70 %		9.32 %		8.1 %
CET1 – Bank		10.14 %		0.70 %		10.84 %		6.9 %

Sale-Leaseback Transaction:

The Company's proceeds from the sale is approximately $58 million, resulting in a pretax gain of $48 million after transaction related expenses.  Recurring rental expense is expected to increase occupancy expense by approximately $5.4 million per year, net of depreciation, which the Company expects to be offset to some degree by $1.8 million per year of earnings on the cash received at closing.

Securities Portfolio Restructuring: 

The Bank intends to sell securities with a book value of approximately $144 million and a weighted average yield of 1.92% at an estimated pre-tax loss of $14.8 million.  Approximately $50 million of proceeds will fund near-term loan growth with the remainder reinvested in securities at approximately 4.50%.  Pre-tax earnings improvement from this restructuring is estimated to be $4.3 million annually.