8-K current report · filed May 27, 2026

Primis Financial Corp. (FRST) 8-K Current Report: May 27, 2026

Short answer

Primis Financial Corp. (FRST) filed an 8-K current report with the SEC on May 27, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Robert Y. Clagett and Charles A. Kabbash exited Primis and Primis Bank boards effective May 21, 2026.

Primis Financial Corp. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Robert Y. Clagett and Charles A. Kabbash exited Primis and Primis Bank boards effective May 21, 2026
  • Departures not tied to disagreements, reducing concern over governance conflict or strategic disputes
  • Scott R. Gamble and J. Brock Saunders joined both boards, adding banking, capital-markets, and investment expertise
  • Gamble appointed to Audit and Asset-Liability Management Committees; Saunders to Compensation and Asset-Liability Management Committees
  • Both directors classified as NASDAQ-independent and receive standard board compensation

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • 20,196,020 of 24,772,072 outstanding shares participated, representing approximately 81.5% attendance
  • All ten director nominees elected, preserving board continuity through the 2027 annual meeting
  • Crowe, LLP auditor appointment ratified for fiscal year ending December 31, 2026, with 20,170,536 votes for
  • Executive compensation program approved on an advisory basis, with 15,714,681 votes for versus 1,910,497 against
  • Compensation approval supports current pay practices but remains non-binding to the Board

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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