Primis Financial (FRST) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 21, 2026, to elect ten directors, ratify the appointment of Crowe LLP as independent auditor, hold an advisory vote on executive compensation, and address other business.

• Record date for voting is March 27, 2026, with 24,772,072 shares of common stock outstanding and entitled to one vote per share.

• Proxy materials are available online, and shareholders can vote by mail, phone, or online; proxies are revocable before the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors, ratification of Crowe LLP as auditor for 2026, and a non-binding advisory vote on executive compensation.

• Director nominees are elected by plurality; auditor ratification and say-on-pay require a majority of shares present and entitled to vote.

• Shareholder proposals for the 2027 meeting must be submitted by December 11, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of ten directors, all nominated on merit, with a focus on diversity of skills and backgrounds.

• Board leadership was refreshed in 2025, separating the roles of Chairman and CEO.

• Four board committees: Audit, Corporate Governance, Compensation, and Enterprise Risk, each with defined charters and independent members.

• Annual board and individual director evaluations are conducted, with no term limits but regular review for effectiveness and diversity.

• Stock ownership guidelines require directors to own shares equal to 100% of average annual board compensation within three years.