Primis Financial Corp.
4.40%
1,076,499
1325670
Apr 16, 2026
Apr 21, 2026, 04:05 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Castle Creek Capital Partners VII, LP | Partnership | 4.40% | 1,076,499 | 0 | 1,076,499 |
| Castle Creek Capital VII LLC | Holding Company | 4.40% | 1,076,499 | 0 | 1,076,499 |
Disclosure Items (3)
Common Stock
Primis Financial Corp.
1676 International Drive, Suite 900, McLean, VA, 22102
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: Between April 13, 2026 and April 17, 2026 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 254,175 shares of Common Stock for proceeds of $3,545,670.55, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 1,076,499 shares of Common Stock.
Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows: Fund VII owns 1,076,499 shares of the Common Stock, which represents approximately 4.4%* of the Common Stock. *This calculation is based on 24,699,185 shares of Common Stock of the Company outstanding as of February 27, 2026, as reported in the Company's annual report on Form 10-K filed with the SEC on March 16, 2026.
Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,076,499 shares of Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D: (i) 83,769 shares of Common Stock sold on April 13, 2026 at a weighted average price of $13.84 per share (in multiple open market, broker-assisted transactions ranging from $13.76 to $13.86 per share, inclusive); (ii) 26,013 shares of Common Stock sold on April 14, 2026 at a weighted average price of $13.82 per share (in multiple open market, broker-assisted transactions ranging from $13.80 to $13.85 per share, inclusive); (iii) 2,217 shares of Common Stock sold on April 15, 2026 at a weighted average price of $13.82 per share (in multiple open market, broker-assisted transactions ranging from $13.80 to $14.00 per share, inclusive); (iv) 42,176 shares of Common Stock sold on April 16, 2026 at a weighted average price of $13.91 per share (in multiple open market, broker-assisted transactions ranging from $13.84 to $13.96 per share, inclusive); and (v) 100,000 shares of Common Stock sold on April 17, 2026 at a weighted average price of $14.17 per share (in multiple open market, broker-assisted transactions ranging from $14.01 to $14.30 per share, inclusive).
As of April 17, 2026, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Stock.