Primis Financial Corp. (Form: 10-Q, Received: 05/10/2021 12:11:31)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2021

Commission File No. 001-33037

PRIMIS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)


Virginia	20-1417448
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

6830 Old Dominion Drive

McLean, Virginia 22101

(Address of principal executive offices) (zip code)

(703) 893-7400

(Registrant’s telephone number, including area code)

SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	FRST	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b–2 of the Exchange Act:


Large accelerated filer ☐	Accelerated filer ☒	Smaller reporting company ☐

Non-accelerated filer ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of May 3, 2021, there were 24,530,417 shares of common stock, $0.01 par value, outstanding.

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PRIMIS FINANCIAL CORP.

FORM 10-Q

March 31, 2021

INDEX		PAGE
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020		2
Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 2021 and 2020		3
Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021 and 2020		4
Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020		5
Notes to Unaudited Consolidated Financial Statements		6

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		32

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		43

Item 4 – Controls and Procedures		45

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings		45

Item 1A – Risk Factors		46

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		46

Item 3 – Defaults Upon Senior Securities		46

Item 4 – Mine Safety Disclosures		46

Item 5 – Other Information		46

Item 6 - Exhibits		47

Signatures		49

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PRIMIS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)


	March 31,		December 31,
	2021		2020
	(unaudited)		*
ASSETS
Cash and cash equivalents:
Cash and due from financial institutions	$	7,791	$	8,585
Interest-bearing deposits in other financial institutions		472,489		187,600
Total cash and cash equivalents		480,280		196,185

Securities available for sale, at fair value		170,216		153,233

Securities held to maturity, at amortized cost (fair value of $33,978 and $41,832, respectively)		33,180		40,721

Total loans		2,391,529		2,440,496
Less allowance for credit losses		(34,893)		(36,345)
Net loans		2,356,636		2,404,151
Stock in Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB)		15,521		16,927
Equity method investment in mortgage affiliate		13,912		12,652
Preferred investment in mortgage affiliate		3,305		3,305
Bank premises and equipment, net		30,076		30,306
Operating lease right-of-use assets		6,947		7,511
Goodwill		101,954		101,954
Core deposit intangibles, net		5,485		5,826
Bank-owned life insurance		65,569		65,409
Other real estate owned		2,255		3,078
Deferred tax assets, net		14,702		14,646
Accrued interest receivable		15,604		19,998
Other assets		14,828		12,771
Total assets	$	3,330,470	$	3,088,673

LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing demand deposits	$	511,611	$	440,674
Interest-bearing deposits:
NOW accounts		821,746		714,752
Money market accounts		713,968		603,318
Savings accounts		202,488		183,814
Time deposits		438,773		490,048
Total interest-bearing deposits		2,176,975		1,991,932
Total deposits		2,688,586		2,432,606

Securities sold under agreements to repurchase - short term		16,445		16,065
FHLB advances		100,000		100,000
Junior subordinated debt - long term		9,694		9,682
Senior subordinated notes - long term		85,673		105,647
Operating lease liabilities		7,629		8,238
Other liabilities		24,457		25,881
Total liabilities		2,932,484		2,698,119
Commitments and contingencies (See Note 6)

Stockholders' equity:
Preferred stock, $0.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding		—		—
Common stock, $0.01 par value. Authorized 45,000,000 shares; 24,532,795 and 24,368,612 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		244		243
Additional paid in capital		310,582		308,870
Retained earnings		84,897		77,956
Accumulated other comprehensive income		2,263		3,485
Total stockholders' equity		397,986		390,554
Total liabilities and stockholders' equity	$	3,330,470	$	3,088,673

* Derived from audited consolidated financial statements

See accompanying notes to unaudited consolidated financial statements.

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PRIMIS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share amounts) (Unaudited)


	For the Three Months Ended
	March 31,
	2021		2020
Interest and dividend income:
Interest and fees on loans	$	28,957	$	26,741
Interest and dividends on taxable securities		919		1,244
Interest and dividends on tax exempt securities		123		117
Interest and dividends on other earning assets		309		379
Total interest and dividend income		30,308		28,481
Interest expense:
Interest on deposits		3,816		6,503
Interest on repurchase agreements		26		19
Interest on junior subordinated debt		95		139
Interest on senior subordinated notes		1,327		712
Interest on other borrowings		89		593
Total interest expense		5,353		7,966
Net interest income		24,955		20,515
Provision (recovery) for credit losses		(1,372)		3,450
Net interest income after provision for credit losses		26,327		17,065

Noninterest income:
Account maintenance and deposit service fees		1,817		1,698
Income from bank-owned life insurance		386		386
Equity gain from mortgage affiliate		1,315		231
Recoveries related to acquired charged-off loans and investment securities		79		184
Other		220		321
Total noninterest income		3,817		2,820

Noninterest expenses:
Salaries and benefits		9,372		12,309
Occupancy expenses		1,539		1,939
Furniture and equipment expenses		816		619
Amortization of core deposit intangible		341		341
Virginia franchise tax expense		675		570
Data processing expense		799		707
Telephone and communication expense		522		368
Net (gain) loss on other real estate owned		(60)		71
Professional fees		1,287		1,193
Other operating expenses		2,885		1,735
Total noninterest expenses		18,176		19,852
Income before income taxes		11,968		33
Income tax expense		2,585		6
Net income	$	9,383	$	27
Other comprehensive income:
Unrealized gain (loss) on available for sale securities	$	(1,736)	$	3,014
Accretion of amounts previously recorded upon transfer to held to maturity from available for sale		189		4
Net unrealized gain (loss)		(1,547)		3,018
Tax effect		(325)		634
Other comprehensive income (loss)		(1,222)		2,384
Comprehensive income	$	8,161	$	2,411
Earnings per share, basic	$	0.39	$	0.00
Earnings per share, diluted	$	0.38	$	0.00

See accompanying notes to unaudited consolidated financial statements.

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PRIMIS FINANCIAL CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(dollars in thousands, except per share amounts) (Unaudited)


	For the Three Months Ended March 31, 2021
							Accumulated
			Additional				Other
	Common		Paid in		Retained		Comprehensive
	Stock		Capital		Earnings		Income		Total
Balance - December 31, 2020	$	243	$	308,870	$	77,956	$	3,485	$	390,554
Net income		—		—		9,383		—		9,383
Changes in other comprehensive income on investment securities (net of tax $(325))		—		—		—		(1,222)		(1,222)
Dividends on common stock ($0.10 per share)		—		—		(2,442)		—		(2,442)
Issuance of common stock under Stock Incentive Plan		1		1,237		—		—		1,238
Repurchase of restricted stock		—		(7)		—		—		(7)
Stock-based compensation expense		—		482		—		—		482
Balance - March 31, 2021	$	244	$	310,582	$	84,897	$	2,263	$	397,986

	For the Three Months Ended March 31, 2020
							Accumulated
			Additional				Other
	Common		Paid in		Retained		Comprehensive
	Stock		Capital		Earnings		Income		Total
Balance - December 31, 2019	$	241	$	306,755	$	69,462	$	783	$	377,241
Net income		—		—		27		—		27
Changes in other comprehensive income on investment securities (net of tax $634)		—		—		—		2,384		2,384
Dividends on common stock ($0.10 per share)		—		—		(2,428)		—		(2,428)
Issuance of common stock under Stock Incentive Plan		1		193		—		—		194
Stock-based compensation expense		—		1,404		—		—		1,404
Balance - March 31, 2020	$	242	$	308,352	$	67,061	$	3,167	$	378,822

See accompanying notes to unaudited consolidated financial statements.

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PRIMIS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020


	For the Three Months Ended March 31,
	2021		2020
Operating activities:
Net income	$	9,383	$	27
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation and amortization		1,430		1,364
Amortization of operating lease right-of-use assets		611		1,038
Accretion of loan discount		(481)		(597)
Provision (recovery) for credit losses		(1,372)		3,450
Earnings on bank-owned life insurance		(380)		(386)
Equity gain on mortgage affiliate		(1,315)		(231)
Stock-based compensation expense		482		1,404
Gain on bank-owned life insurance death benefit		(6)		—
(Gain) loss on other real estate owned		(60)		71
Provision (benefit) for deferred income taxes		(39)		—
Net decrease in other assets		2,337		464
Net increase (decrease) in other liabilities		(2,025)		3,687
Net cash and cash equivalents provided by operating activities		8,565		10,291
Investing activities:
Purchases of held to maturity investment securities		—		(15,197)
Purchases of available for sale investment securities		(28,155)		(9,980)
Proceeds from paydowns, maturities and calls of available for sale investment securities		9,096		8,907
Proceeds from paydowns, maturities and calls of held to maturity investment securities		7,632		28,271
Net (increase) decrease of FRB and FHLB stock		1,406		(3,564)
Net (increase) decrease in loans		49,678		(26,883)
Proceeds from bank-owned life insurance death benefit		225		—
Sales of other real estate owned, net of improvements		882		277
Purchases of bank premises and equipment		(383)		(383)
Net cash and cash equivalents provided by (used in) investing activities		40,381		(18,552)
Financing activities:
Net increase (decrease) in deposits		255,980		(49,364)
Cash dividends paid on common stock		(2,442)		(2,428)
Issuance of common stock under Stock Incentive Plan		1,238		194
Repurchase of restricted stock		(7)		—
Net decrease in long-term borrowings		(20,000)		—
Net increase in other borrowings		380		83,796
Net cash and cash equivalents provided by financing activities		235,149		32,198
Increase in cash and cash equivalents		284,095		23,937
Cash and cash equivalents at beginning of period		196,185		31,928
Cash and cash equivalents at end of period	$	480,280	$	55,865
Supplemental disclosure of cash flow information
Cash payments for:
Interest	$	6,964	$	7,848
Income taxes		55		—

See accompanying notes to unaudited consolidated financial statements.

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PRIMIS FINANCIAL CORP.

Notes to Unaudited Consolidated Financial Statements

March 31, 2021

1. ACCOUNTING POLICIES

On March 31, 2021, the Company changed its name from Southern National Bancorp of Virginia, Inc. (“Southern National”) to Primis Financial Corp. (“Primis” or the “Company”) and Sonabank changed its name to Primis Bank. Primis is the bank holding company for Primis Bank (“Primis Bank” or the “Bank”), a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium sized businesses.

At March 31, 2021, Primis Bank had forty-one full-service branches in Virginia and Maryland and also provides services to customers through certain internet and mobile applications. Thirty-six full-service retail branches are in Virginia (Ashland, Burgess, Callao, Central Garage, Charlottesville, Chester, Clifton Forge, Colonial Heights, Courtland, Deltaville, Fairfax, Front Royal, Gloucester, Gloucester Point, Hampton, Hartfield, Heathsville, Kilmarnock, Leesburg, McLean, Mechanicsville (2), Middleburg, Midlothian, New Market, Newport News, Quinton, Reston, Richmond, Surry, Tappahannock (2), Urbanna, Warrenton, Waverly, and Williamsburg) and five full-service retail branches are in Maryland (Bethesda, Brandywine, Owings, Rockville, and Upper Marlboro). The Company has administrative offices in Warrenton and Glen Allen, Virginia.

While Primis Bank offers a wide range of commercial banking services, it focuses on making loans secured primarily by commercial real estate and other types of secured and unsecured commercial loans to small and medium-sized businesses in a number of industries, as well as loans to individuals for a variety of purposes. Primis Bank is a leading Small Business Administration (SBA) lender among Virginia community banks and also invests in real estate-related securities, including collateralized mortgage obligations and agency mortgage backed securities. Primis Bank’s principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings. Primis Bank offers a broad range of deposit products, including checking (NOW), savings, money market accounts and certificates of deposit. Primis Bank actively pursues business relationships by utilizing the business contacts of its senior management, other bank officers and its directors, thereby capitalizing on its knowledge of its local market areas.

Principles of Consolidation

The consolidated financial statements include the accounts of Primis and its subsidiaries Primis Bank and EVB Statutory Trust I (the “Trust”). Significant inter-company accounts and transactions have been eliminated in consolidation. Primis consolidates subsidiaries in which it holds, directly or indirectly, more than 50 percent of the voting rights or where it exercises control. Entities where Primis holds 20 to 50 percent of the voting rights, or has the ability to exercise significant influence, or both, are accounted for under the equity method. Primis owns the Trust which is an unconsolidated subsidiary and the junior subordinated debt owed to the Trust is reported as a liability of Primis. In addition, Primis Bank has an interest in one affiliate, Southern Trust Mortgage, LLC (“STM”). Primis Bank owns 43.28% and 100% of STM’s common and preferred stock, respectively.

Investments in Mortgage Affiliate

Primis Bank’s investment in STM’s common stock is accounted for using the equity method. Under the equity method, the carrying value of Primis Bank’s investment in STM was originally recorded at cost but is adjusted periodically to record Primis Bank’s proportionate share of STM’s earnings or losses through noninterest income and decreased by the amount of cash dividends or similar distributions received from STM. Our equity investment in STM as of March 31, 2021 and December 31, 2020 was $13.9 million and $12.7 million, respectively.

Primis Bank’s investment in STM’s preferred stock is considered to be a non-marketable equity security that does not have a readily determinable fair value. Equity securities with no recurring market value data available are reviewed periodically and any observable market value change are adjusting through net income. Primis Bank evaluated this non-marketable equity security for impairment and recoverability of the recorded investment by considering positive and

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negative evidence, including the profitability and asset quality of STM, dividend payment history and recent redemption experience. Impairment is assessed at each reporting period and if identified, is recognized in noninterest income. Our preferred investment in STM was $3.3 million as of March 31, 2021 and December 31, 2020.

Operating Segments

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has determined it has one unconsolidated reportable segment, which consists of Primis Bank's investment in STM. Primis Bank’s share of equity in earnings (losses) from STM for the three months ended March 31, 2021 and 2020 were $1.3 million and $231 thousand, respectively.

The chief operating decision maker evaluates segment performance based on STM’s net income (loss). Net income was $3.2 million and $534 thousand for the three months ended March 31, 2021 and 2020, respectively. The primary source of revenue for this segment is total mortgage revenue. For the three months ended March 31, 2021 and 2020, total mortgage revenue was $27.2 million and $12.7 million, respectively. In evaluating STM’s net income (loss), the chief operating decision maker also assesses salaries, commissions and benefits, which were $22.5 million and $10.5 million for the three months ended March 31, 2021 and 2020, respectively.

Also, the chief operating decision maker evaluates segments performance based on STM’s balance sheet. Total mortgage loans held for sale by STM were $142.5 million and $143.4 million as of March 31, 2021 and December 31, 2020, respectively. Warehouse lines of credit were $143.3 million and $136.1 million as of March 31, 2021 and December 31, 2020, respectively. STM’s total members’ equity was $29.5 million and $26.4 million as of March 31, 2021 and December 31, 2020, respectively.

The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and instructions for Form 10-Q and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in Primis’ (formerly Southern National’s) Annual Report on Form 10-K for the year ended December 31, 2020.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates that are particularly susceptible to change in the near term include: the determination of the allowance for credit losses (formerly the allowance for loan losses), the fair value of investment securities, credit impairment of investment securities, the valuation of goodwill, other real estate owned (“OREO”) and deferred tax assets.

Lending Operations And Accommodations To Borrowers In Response To COVID-19

As a result of the impact of the coronavirus disease 2019 (“COVID-19”), businesses in the Company’s markets have experienced significant operational disruptions. In accordance with regulatory guidelines to work with borrowers during the unstable economic environment, the Company provided certain modifications, including interest only or principal and interest deferments. As of March 31, 2021, total modified loans or loans with requests for modifications were $112.8 million, however the Company anticipates minimal additional deferrals in the remainder of 2021.

With the passage of the Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”) and as extended, the Company is actively assisting its customers with loan applications through the

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program. PPP loans have a two or five year term and earn interest at 1%. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of March 31, 2021, the Company had originated 5,827 PPP loans, totaling $335.2 million to its customers. Loans funded through the PPP program are guaranteed by the SBA and loans that meet certain regulatory criteria are subject to forgiveness. In the event that the PPP loans are not fully guaranteed by the SBA, the Company could be required to establish additional allowance for credit loss through additional credit loss expense charged to earnings. PPP loans forgiveness commenced in the fourth quarter of 2020 and we continue to expect additional forgiveness in the remainder of 2021.

Recent Accounting Pronouncements

Adoption of New Accounting Standards:

In December 2019, Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. This ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, including interim periods within those annual periods. Early adoption was permitted. The Company adopted ASU 2019-12 in the first quarter of 2021 and it did not have a material impact on the Company’s consolidated financial statements.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. ASU 2020-04 is effective upon issuance and can be applied through December 31, 2022. The Company adopted ASU 2020-04 in the first quarter of 2021 and it did not have a material impact on the Company’s consolidated financial statements.

In October 2020, FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs. This ASU clarifies the accounting for the amortization of purchase premiums for callable debt securities with multiple call dates. ASU 2020-08 is effective for annual periods beginning after December 15, 2020, including interim periods within those annual periods. Early adoption was not permitted. The Company adopted ASU 2020-08 in the first quarter of 2021 and it did not have a material impact on the Company’s consolidated financial statements.

In October 2020, FASB issued ASU 2020-10, Codification Improvements. This ASU clarifies various topics in the Codification, including the addition of existing disclosure requirements to the relevant disclosure sections. ASU 2020-10 is effective for annual periods beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU 2020-10 in the first quarter of 2021 and it did not have a material impact on the Company’s consolidated financial statements and disclosures.

2. STOCK-BASED COMPENSATION

At the June 21, 2017 Annual Meeting of Stockholders of Primis (formerly Southern National), the 2017 Equity Compensation Plan (the “2017 Plan”) was approved as recommended by the Board of Directors. The 2017 Plan replaced the 2010 Plan and has a maximum number of 750,000 shares reserved for issuance. The purpose of the 2017 Plan is to promote the success of the Company by providing greater incentives to employees, non-employee directors, consultants and advisors to associate their personal interests with the long-term financial success of the Company, including its subsidiaries, and with growth in stockholder value, consistent with the Company’s risk management practices. Because the 2017 Plan was approved, shares under the 2004 stock-option plan and 2010 Plan are no longer awarded.

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A summary of the activity in the stock option plan during the three months ended March 31, 2021 follows:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Shares	Price		Term	(in thousands)
Options outstanding, beginning of period	450,800	$	10.50	3.8	$	727
Forfeited	—		—
Exercised	(131,750)		9.40
Options outstanding, end of period	319,050	$	10.95	2.9	$	1,146

Exercisable at end of period	306,750	$	10.91	2.8	$	1,114

Stock-based compensation expense associated with stock options was zero and $95 thousand for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, we do not have any unrecognized compensation expense associated with the stock options.

A summary of the activity in the restricted stock plan during the three months ended March 31, 2021 follows:


		Weighted		Weighted
		Average		Average
		Grant-Date		Remaining
		Fair Value		Contractual
	Shares	Per Share		Term
Unvested restricted stock outstanding, beginning of period	96,300	$	14.17	3.8
Granted	33,000		15.00
Vested	(40,700)		15.61
Unvested restricted stock outstanding, end of period	88,600	$	13.81	3.6

Restricted stock compensation expense totaled $482 thousand and $1.3 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, unrecognized compensation expense associated with restricted stock was $1.1 million, which is expected to be recognized over a weighted average period of 3.7 years.

3. INVESTMENT SECURITIES

The amortized cost and fair value of available for sale investment securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows (in thousands):


	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
March 31, 2021
Residential government-sponsored mortgage-backed securities	$	51,596	$	1,182	$	(250)	$	52,528
Obligations of states and political subdivisions		28,460		837		(440)		28,857
Corporate securities		15,000		248		—		15,248
Residential government-sponsored collateralized mortgage obligations		25,439		652		—		26,091
Government-sponsored agency securities		5,985		58		(105)		5,938
Agency commercial mortgage-backed securities		30,117		900		(133)		30,884
SBA pool securities		10,754		51		(135)		10,670
Total	$	167,351	$	3,928	$	(1,063)	$	170,216

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	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
December 31, 2020
Residential government-sponsored mortgage-backed securities	$	35,442	$	1,618	$	—	$	37,060
Obligations of states and political subdivisions		22,966		1,076		—		24,042
Corporate securities		15,000		81		(2)		15,079
Trust preferred securities		—		—		—		—
Residential government-sponsored collateralized mortgage obligations		28,680		737		(1)		29,416
Government-sponsored agency securities		5,985		90		—		6,075
Agency commercial mortgage-backed securities		29,118		1,087		(15)		30,190
SBA pool securities		11,441		80		(150)		11,371
Total	$	148,632	$	4,769	$	(168)	$	153,233

The amortized cost, gross unrecognized gains and losses, allowance for credit losses and fair value of investment securities held to maturity were as follows (in thousands):


	Amortized		Gross Unrecognized				Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
March 31, 2021
Residential government-sponsored mortgage-backed securities	$	20,992	$	484	$	(2)	$	—	$	21,474
Obligations of states and political subdivisions		6,255		147		—		—		6,402
Residential government-sponsored collateralized mortgage obligations		933		32		—		—		965
Government-sponsored agency securities		5,000		137		—		—		5,137
Total	$	33,180	$	800	$	(2)	$	—	$	33,978


	Amortized		Gross Unrecognized				Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
December 31, 2020
Residential government-sponsored mortgage-backed securities	$	25,037	$	729	$	(2)	$	—	$	25,764
Obligations of states and political subdivisions		9,594		183		—		(1)		9,776
Residential government-sponsored collateralized mortgage obligations		1,090		39		—		—		1,129
Government-sponsored agency securities		5,000		163		—		—		5,163
Total	$	40,721	$	1,114	$	(2)	$	(1)	$	41,832

During the three months ended March 31, 2021, $28.2 million of available for sale investment securities were purchased. No held to maturity investment were purchased during the three months ended March 31, 2021. During the three months ended March 31, 2020, $10.0 million and $15.2 million, respectively, of available for sale investment securities and held to maturity investment securities were purchased. No investment securities were sold during the three months ended March 31, 2021 and 2020.

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The fair value and carrying amount of available for sale and held to maturity investment securities as of March 31, 2021, by contractual maturity were as follows (in thousands). Investment securities not due at a single maturity date are shown separately.


	Available for Sale				Held to Maturity
	Amortized				Amortized
	Cost		Fair Value		Cost		Fair Value
Due in one to five years	$	6,381	$	6,602	$	3,402	$	3,493
Due in five to ten years		18,158		18,590		1,013		1,051
Due after ten years		24,906		24,851		6,840		6,995
Residential government-sponsored mortgage-backed securities		51,596		52,528		20,992		965
Residential government-sponsored collateralized mortgage obligations		25,439		26,091		933		21,474
Agency commercial mortgage-backed securities		30,117		30,884		—		—
SBA pool securities		10,754		10,670		—		—
Total	$	167,351	$	170,216	$	33,180	$	33,978

Investment securities with a carrying amount of approximately $137.8 million and $125.3 million at March 31, 2021 and December 31, 2020, respectively, were pledged to secure public deposits, certain other deposits, a line of credit for advances from the Federal Home Loan Bank (“FHLB”) of Atlanta, and repurchase agreements.

Management measures expected credit losses on held-to-maturity securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. With regard to U.S. Treasury and residential mortgage-backed securities issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost bases of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities. With regard to securities issued by States and political subdivisions and other held-to-maturity securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities and (iv) internal forecasts. As of March 31, 2021, Primis did not have any allowance for credit losses on held-to-maturity securities.

The following tables present information regarding investment securities available for sale and held to maturity in a continuous unrealized loss position as of March 31, 2021 and December 31, 2020 by duration of time in a loss position (in thousands):


	Less than 12 months				12 Months or More				Total
March 31, 2021	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available for Sale	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	20,304	$	(250)	$	—	$	—	$	20,304	$	(250)
Obligations of states and political subdivisions		14,473		(440)		—		—		14,473		(440)
Government-sponsored agency securities		4,380		(105)		—		—		4,380		(105)
Agency commercial mortgage-backed securities		3,302		(133)		—		—		3,302		(133)
SBA pool securities		—		—		7,431		(135)		7,431		(135)
Total	$	42,459	$	(928)	$	7,431	$	(135)	$	49,890	$	(1,063)


	Less than 12 months				12 Months or More				Total
March 31, 2021	Fair		Unrecognized		Fair		Unrecognized		Fair		Unrecognized
Held to Maturity	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	240	$	(1)	$	211	$	(1)	$	451	$	(2)
Total	$	240	$	(1)	$	211	$	(1)	$	451	$	(2)

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	Less than 12 months				12 Months or More				Total
December 31, 2020	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Available for Sale	value		Losses		value		Losses		value		Losses
Corporate securities	$	998	$	(2)	$	—	$	—	$	998	$	(2)
Residential government-sponsored collateralized mortgage obligations		954		(1)		—		—		954		(1)
Agency commercial mortgage-backed securities		2,170		(15)		—		—		2,170		(15)
SBA pool securities		—		—		8,119		(150)		8,119		(150)
Total	$	4,122	$	(18)	$	8,119	$	(150)	$	12,241	$	(168)


	Less than 12 months				12 Months or More				Total
December 31, 2020	Fair		Unrecognized		Fair		Unrecognized		Fair		Unrecognized
Held to Maturity	value		Losses		value		Losses		value		Losses
Residential government-sponsored mortgage-backed securities	$	331	$	(1)	$	126	$	(1)	$	457	$	(2)
Total	$	331	$	(1)	$	126	$	(1)	$	457	$	(2)

Changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2021 and 2020 are shown in the tables below. All amounts are net of tax (in thousands).


	Unrealized Holding
	Gains on		Held to Maturity
For the three months ended March 31, 2021	Available for Sale		Securities		Total
Beginning balance	$	3,636		(151)	$	3,485
Current period other comprehensive income (loss)		(1,371)		149		(1,222)
Ending balance	$	2,265	$	(2)	$	2,263


	Unrealized Holding
	Gains (Losses) on		Held to Maturity
For the three months ended March 31, 2020	Available for Sale		Securities		Total
Beginning balance	$	943	$	(160)	$	783
Current period other comprehensive income		2,381		3		2,384
Ending balance	$	3,324	$	(157)	$	3,167

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4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the composition of our loan portfolio as of March 31, 2021 and December 31, 2020 (in thousands):


	March 31, 2021		December 31, 2020
Loans secured by real estate:
Commercial real estate - owner occupied	$	420,173	$	434,816
Commercial real estate - non-owner occupied		565,347		599,578
Secured by farmland		10,906		11,687
Construction and land development		104,582		103,401
Residential 1-4 family		514,210		557,953
Multi- family residential		136,914		107,130
Home equity lines of credit		85,128		91,748
Total real estate loans		1,837,260		1,906,313

Commercial loans		186,194		187,797
Paycheck Protection Program loans		335,210		314,982
Consumer loans		24,011		22,496
Total Non-PCD loans		2,382,675		2,431,588
PCD loans		8,854		8,908
Total loans	$	2,391,529	$	2,440,496

Accounting policy related to the allowance for credit losses is considered a critical policy given the level of estimation, judgment, and uncertainty in the levels of the allowance required to account for the inherent probable losses in the loan portfolio and the material effect such estimation, judgment, and uncertainty can have on the consolidated financial results.

Accrued Interest Receivable

Accrued interest receivable on loans totaled $14.6 million and $16.4 million at March 31, 2021 and December 31, 2020, respectively, and is included in accrued interest receivable in the consolidated balance sheets.

COVID-19 Loan Deferments

The Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus was published by banking regulators in April 2020 to clarify expectations around loan modifications and the determination of TDRs for borrowers experiencing COVID-19-related financial difficulty. Primis applied this regulatory guidance during its troubled debt restructurings (“TDR”) identification process for short-term loan forbearance agreements as a result of COVID-19 and in most cases is not recording these as TDRs, except as disclosed below.

Certain borrowers are currently unable to meet their contractual payment obligations because of the adverse economic effects of COVID-19. To help mitigate these effects, loan customers may apply for a deferral of payments, or portions thereof, for up to 90 days. After 90 days, customers may apply for an additional deferral, and a small proportion of our customers have requested such an additional deferral. In the absence of other intervening factors, such short-term modifications made on a good faith basis are not categorized as TDR, nor are loans granted payment deferrals related to COVID-19 reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral). We implemented deferral arrangements for TDRs in accordance with the CARES Act and bank regulatory guidance. At March 31, 2021, there were 44 loans in COVID-19 related deferment with an aggregate outstanding balance of $112.8 million and were current as of March 31, 2021.

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Accretion

Accretable discount on the acquired loans totaled $5.8 million and $6.2 million at March 31, 2021 and December 31, 2020, respectively. Accretion associated with the acquired loans held for investment of $481 thousand and $597 thousand was recognized during the three months ended March 31, 2021 and 2020, respectively.

Non-Accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, we consider the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to our collateral position. Regulatory provisions would typically require the placement of a loan on non-accrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income on non-accrual loans is recognized only to the extent that cash payments are received in excess of principal due. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower.

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The following tables present the aging of the recorded investment in past due loans by class of loans as of March 31, 2021 and December 31, 2020 (in thousands):


	30 - 59		60 - 89		90
	Days		Days		Days		Total		Loans Not		Total
March 31, 2021	Past Due		Past Due		or More		Past Due		Past Due		Loans ⁽¹⁾
Commercial real estate - owner occupied	$	369	$	—	$	2,626	$	2,995	$	417,178	$	420,173
Commercial real estate - non-owner occupied		—		—		—		—		565,347		565,347
Secured by farmland		134		—		1,515		1,649		9,257		10,906
Construction and land development		8		—		—		8		104,574		104,582
Residential 1-4 family		350		64		1,665		2,079		512,131		514,210
Multi- family residential		—		—		—		—		136,914		136,914
Home equity lines of credit		212		—		176		388		84,740		85,128
Commercial loans		4		—		1,680		1,684		184,510		186,194
Paycheck Protection Program loans		—		—		—		—		335,210		335,210
Consumer loans		201		—		—		201		23,810		24,011
Total Non-PCD loans		1,278		64		7,662		9,004		2,373,671		2,382,675
PCD loans		—		—		1,854		1,854		7,000		8,854
Total	$	1,278	$	64	$	9,516	$	10,858	$	2,380,671	$	2,391,529


	30 - 59		60 - 89		90
	Days		Days		Days		Total		Loans Not		Total
December 31, 2020	Past Due		Past Due		or More		Past Due		Past Due		Loans ⁽¹⁾
Commercial real estate - owner occupied	$	—	$	—	$	2,641	$	2,641	$	432,175	$	434,816
Commercial real estate - non-owner occupied		—		—		—		—		599,578		599,578
Secured by farmland		—		—		1,098		1,098		10,589		11,687
Construction and land development		23		39		—		62		103,339		103,401
Residential 1-4 family		1,235		349		1,512		3,096		554,857		557,953
Multi- family residential		—		—		—		—		107,130		107,130
Home equity lines of credit		310		39		523		872		90,876		91,748
Commercial loans		64		33		2,104		2,201		185,596		187,797
Paycheck Protection Program loans		—		—		—		—		314,982		314,982
Consumer loans		207		4		9		220		22,276		22,496
Total Non-PCD loans		1,839		464		7,887		10,190		2,421,398		2,431,588
PCD loans		—		—		1,853		1,853		7,055		8,908
Total	$	1,839	$	464	$	9,740	$	12,043	$	2,428,453	$	2,440,496

(1)	Includes $112.8 million and $122.0 million of loans that were subject to deferrals at March 31, 2021 and December 31, 2020.

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The amortized cost, by class, of loans and leases on nonaccrual status at March 31, 2021 and December 31, 2020, were as follows (in thousands):


	90				Total
	Days			Loans Not	Nonaccrual
March 31, 2021	or More			Past Due	Loans ⁽¹⁾
Commercial real estate - owner occupied	$	2,626	$	15	$	2,641
Secured by farmland		1,515		—		1,515
Residential 1-4 family		1,665		23		1,688
Multi- family residential		—		4,470		4,470
Home equity lines of credit		176		—		176
Commercial loans		1,680		203		1,883
Paycheck Protection Program loans		—		24		24
Total Non-PCD loans		7,662		4,735		12,397
PCD loans		1,854		—		1,854
Total	$	9,516	$	4,735	$	14,251

	90				Total
	Days			Loans Not	Nonaccrual
December 31, 2020	or More			Past Due	Loans ⁽¹⁾
Commercial real estate - owner occupied	$	2,641	$	—	$	2,641
Secured by farmland		1,098		—		1,098
Residential 1-4 family		1,512		13		1,525
Multi- family residential		—		4,481		4,481
Home equity lines of credit		523		—		523
Commercial loans		2,104		228		2,332
Consumer loans		9		—		9
Total Non-PCD loans		7,887		4,722		12,609
PCD loans		1,853		—		1,853
Total	$	9,740	$	4,722	$	14,462

(1)	Nonaccrual loans include SBA guaranteed amounts totaling $3.0 million and $3.1 million at March 31, 2021 and December 31, 2020, respectively.

We did not have any loans and leases greater than 90 days past due and still accruing at March 31, 2021 and December 31, 2020.

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The following table presents non-accrual loans as of March 31, 2021 and December 31, 2020, segregated by class of loans (in thousands):


	March 31, 2021				December 31, 2020
			Non-Accrual With				Non-Accrual With
	Total		No Credit		Total		No Credit
	Non-Accrual ⁽¹⁾		Loss Allowance ⁽²⁾		Non-Accrual ⁽¹⁾		Loss Allowance ⁽²⁾
Commercial real estate - owner occupied	$	2,641	$	—	$	2,641	$	2,641
Secured by farmland		1,515		—		1,098		1,098
Residential 1-4 family		1,688		1,361		1,525		164
Multi- family residential		4,470		—		4,481		4,481
Home equity lines of credit		176		—		523		523
Commercial loans		1,883		1,425		2,332		582
Consumer loans		24		—		9		9
Total non-PCD loans		12,397		2,786		12,609		9,498
PCD loans		1,854		1,854		1,853		—
Total non-accrual loans	$	14,251	$	4,640	$	14,462	$	9,498

(1)	Nonaccrual loans include SBA guaranteed amounts totaling $3.0 million and $3.1 million at March 31, 2021 and December 31, 2020, respectively.

(2)	Nonaccrual loans with no credit loss allowance include SBA guaranteed amounts totaling $1.4 million and $1.7 million at March 31, 2021 and December 31, 2020.

The following table presents non-accrual loans as of March 31, 2021 by class and year of origination (in thousands):


															Revolving
															Loans
														Revolving	Converted
	2021		2020		2019		2018		2017		Prior		Loans		To Term		Total
Commercial real estate - owner occupied	$	—	$	—	$	—	$	—	$	—	$	2,641	$	—	$	—	$	2,641
Commercial real estate - non-owner occupied		—		—		—		—		—		—		—		—		—
Secured by farmland		—		—		—		—		1,515		—		—		—		1,515
Construction and land development		—		—		—		—		—		—		—		—		—
Residential 1-4 family		—		—		3		—		153		1,381		151		—		1,688
Multi- family residential		—		—		—		—		—		4,470		—		—		4,470
Home equity lines of credit		—		—		—		—		—		3		75		98		176
Commercial loans		—		—		—		—		112		1,771		—		—		1,883
Paycheck Protection Program loans		—		—		—		—		—		—		—		—		—
Consumer loans		—		—		1		1		1		21		—		—		24
Total non-PCD non-accruals		—		—		4		1		1,781		10,287		226		98		12,397
PCD loans		—		—		—				1,854		—		—		—		1,854
Total non-accrual loans	$	—	$	—	$	4	$	1	$	3,635	$	10,287	$	226	$	98	$	14,251

(1)

Nonaccrual loans include SBA guaranteed amounts totaling $3.0 million and $3.1 million at March 31, 2021 and December 31, 2020, respectively.

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Interest received on non-accrual loans was $46 thousand for the three months ended March 31, 2021.

Troubled Debt Restructurings

A modification is classified as a TDR if both of the following exist: (1) the borrower is experiencing financial difficulty and (2) the Bank has granted a concession to the borrower. The Bank determines that a borrower may be experiencing financial difficulty if the borrower is currently delinquent on any of its debt, or if the Bank is concerned that the borrower may not be able to perform in accordance with the current terms of the loan agreement in the foreseeable future. Many aspects of the borrower’s financial situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial borrowers due to the complex nature of the loan structure, business/industry risk and borrower/guarantor structures. Concessions may include the reduction of an interest rate at a rate lower than current market rates for a new loan with similar risk, extension of the maturity date, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, the Bank also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate the Bank for the restructured terms, or if the revised terms are consistent with those currently being offered to new loan customers. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty and whether a concession has been granted is subjective in nature and management’s judgment is required when determining whether a modification is a TDR.

Although each occurrence is unique to the borrower and is evaluated separately, for all portfolio segments, TDRs are typically modified through reduction in interest rates, reductions in payments, changing the payment terms from principal and interest to interest only, and/or extensions in term maturity.

For the three months ended March 31, 2021, there were nine TDR loans outstanding in the amount of $2.8 million primarily due to the economic impact of COVID-19. There have been no defaults of TDRs modified during the past twelve months.

Credit Quality Indicators

Through its system of internal controls, Primis evaluates and segments loan portfolio credit quality using regulatory definitions for Special Mention, Substandard and Doubtful. Special Mention loans are considered to be criticized. Substandard and Doubtful loans are considered to be classified.

Special Mention loans are loans that have a potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position.

Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Primis had no loans classified Doubtful at March 31, 2021 or December 31, 2020.

In monitoring credit quality trends in the context of assessing the appropriate level of the allowance for credit losses on loans, we monitor portfolio credit quality by the weighted-average risk grade of each class of loan.

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The following table present weighted-average risk grades for all loans, by class and year of origination/renewal as of March 31, 2021 (in thousands):


															Revolving
															Loans
														Revolving	Converted
	2021		2020		2019		2018		2017		Prior		Loans		To Term		Total
Commercial real estate - owner occupied
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		22,312		20,176		37,180		40,911		46,695		225,189		1		6,704		399,168
Special Mention		—		—		—		—		146		13,430		—		—		13,576
Substandard		—		2,007		—		—		—		5,423		—		—		7,430
	$	22,312	$	22,183	$	37,180	$	40,911	$	46,841	$	244,042	$	1	$	6,704	$	420,174
Weighted average risk grade		3.05		3.60		3.43		3.61		3.64		3.62		3.00		4.00		3.58
Commercial real estate - nonowner occupied
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		732		57,488		27,531		88,681		66,021		294,786		226		47		535,512
Special Mention		—		—		—		—		—		12,185		—		—		12,185
Substandard		—		—		—		—		—		17,650		—		—		17,650
	$	732	$	57,488	$	27,531	$	88,681	$	66,021	$	324,621	$	226	$	47	$	565,347
Weighted average risk grade		3.10		3.46		3.87		3.30		3.80		3.81		3.00		3.00		3.70
Secured by farmland
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		780		33		29		—		463		4,522		2,012		—		7,839
Special Mention		—		—		—		—		852		551		—		—		1,403
Substandard		—		—		—		—		1,515		148		—		—		1,663
	$	780	$	33	$	29	$	—	$	2,830	$	5,221	$	2,012	$	—	$	10,905
Weighted average risk grade		3.36		4.00		3.00		N/A		5.37		3.64		3.96		N/A		4.13
Construction and land development
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		8,473		25,304		19,146		15,550		12,679		18,412		501		41		100,106
Special Mention		—		—		4,477		—		—		—		—		—		4,477
Substandard		—		—		—		—		—		—		—		—		—
	$	8,473	$	25,304	$	23,623	$	15,550	$	12,679	$	18,412	$	501	$	41	$	104,583
Weighted average risk grade		3.16		3.31		3.88		3.70		3.94		3.55		4.00		4.00		3.60
Residential 1-4 family
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		6,935		62,893		111,345		75,369		64,056		187,425		135		3,370		511,528
Special Mention		—		—		—		—		—		—		—		200		200
Substandard		—		—		3		—		153		2,138		—		189		2,483
	$	6,935	$	62,893	$	111,348	$	75,369	$	64,209	$	189,563	$	135	$	3,759	$	514,211
Weighted average risk grade		3.16		3.07		3.05		3.11		3.07		3.27		3.00		3.35		3.15
Multi- family residential
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		—		19,450		9,577		12,150		33,285		56,855		—		—		131,317
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		5,295		—		301		5,596
	$	—	$	19,450	$	9,577	$	12,150	$	33,285	$	62,150	$	—	$	301	$	136,913
Weighted average risk grade		N/A		3.89		3.00		3.47		3.15		3.80		N/A		6.00		3.57
Home equity lines of credit
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		—		960		396		313		713		9,285		72,611		228		84,506
Special Mention		—		—		—		—		—		—		276		—		276
Substandard		—		—		—		—		—		—		248		98		346
	$	—	$	960	$	396	$	313	$	713	$	9,285	$	73,135	$	326	$	85,128
Weighted average risk grade		N/A		3.66		3.20		3.24		4.00		3.69		3.02		4.60		3.12
Commercial loans
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		1,761		11,578		17,634		13,010		19,312		82,604		28,617		5,347		179,863
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		15		—		2,338		112		3,865		—		—		6,330
	$	1,761	$	11,593	$	17,634	$	15,348	$	19,424	$	86,469	$	28,617	$	5,347	$	186,193
Weighted average risk grade		3.49		3.34		3.65		3.86		3.34		3.77		3.43		3.93		3.65
Paycheck Protection Program loans
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		110,497		224,713		—		—		—		—		—		—		335,210
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
	$	110,497	$	224,713	$	—	$	—	$	—	$	—	$	—	$	—	$	335,210
Weighted average risk grade		2.00		2.00		N/A		N/A		N/A		N/A		N/A		N/A		2.00

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															Revolving
															Loans
														Revolving	Converted
	2021		2020		2019		2018		2017		Prior		Loans		To Term		Total
Consumer loans
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		3,958		4,042		1,877		1,540		704		8,361		3,428		—		23,910
Special Mention		—		—		—		—		—		96		—		—		96
Substandard		—		—		1		1		1		2		—		—		5
	$	3,958	$	4,042	$	1,878	$	1,541	$	705	$	8,459	$	3,428	$	—	$	24,011
Weighted average risk grade		4.00		3.95		3.91		4.00		4.00		4.01		4.00		N/A		3.99
PCD
Not Rated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Pass		—		—		—		—		—		4,490		31		—		4,521
Special Mention		—		—		—		—		1		1,445		—		—		1,446
Substandard		—		—		—		—		1,858		1,029		—		—		2,887
	$	—	$	—	$	—	$	—	$	1,859	$	6,964	$	31	$	—	$	8,854
Weighted average risk grade		N/A		N/A		N/A		N/A		6.00		4.33		3.00		N/A		4.68
Total	$	155,448	$	428,659	$	229,196	$	249,863	$	248,566	$	955,186	$	108,086	$	16,525	$	2,391,529
Weighted average risk grade		2.35		2.66		3.35		3.37		3.5		3.65		3.18		3.88		3.29

Revolving loans that converted to term during 2021 were as follows (in thousands):


	Total
Residential 1-4 family	$	996
Multi- family residential		301
Commercial loans		90
Total loans	$	1,387

The amount of foreclosed residential real estate property held at March 31, 2021 and December 31, 2020 was $0.8 million and $1.0 million, respectively. The recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was $1.4 million at March 31, 2021 and December 31, 2020, respectively.

Allowance For Credit Losses – Loans

The allowance for credit losses on loans is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance represents management's best estimate of current expected credit losses on loans considering available information, from internal and external sources, relevant to assessing collectability over the loans' contractual terms, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless (i) management has a reasonable expectation that a trouble debt restructuring will be executed with an individual borrower or (ii) such extension or renewal options are not unconditionally cancellable by us and, in such cases, the borrower is likely to meet applicable conditions and likely to request extension or renewal. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. The allowance for credit losses is measured on a collective basis for portfolios of loans when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Expected credit losses for collateral dependent loans, including loans where the borrower is experiencing financial difficulty but foreclosure is not probable, are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Credit loss expense related to loans reflects the totality of actions taken on all loans for a particular period including any necessary increases or decreases in the allowance related to changes in credit loss expectations associated with specific loans or pools of loans. Portions of the allowance may be allocated for specific credits; however, the entire allowance is

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available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate appropriateness of the allowance is dependent upon a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

In calculating the allowance for credit losses, most loans are segmented into pools based upon similar characteristics and risk profiles. Common characteristics and risk profiles include the type/purpose of loan, underlying collateral, geographical similarity and historical/expected credit loss patterns. In developing these loan pools for the purposes of modeling expected credit losses, we also analyzed the degree of correlation in how loans within each portfolio respond when subjected to varying economic conditions and scenarios as well as other portfolio stress factors. For allowance modeling purposes, our loan pools include (i) commercial real estate - owner occupied, (ii) commercial real estate - non-owner occupied, (iii) construction and land development, (iv) commercial, (v) agricultural loans, (vi) residential 1-4 family and (vii) consumer loans. We periodically reassess each pool to ensure the loans within the pool continue to share similar characteristics and risk profiles and to determine whether further segmentation is necessary.

For each loan pool, we measure expected credit losses over the life of each loan utilizing a combination of inputs: (i) probability of default (“PD”), which is the likelihood that loan will stop performing/default, (ii) probability of attrition (“PA”), which is the likelihood that a loan will pay-off prior to maturity, (iii) loss given default (“LGD”), which is the expected loss rate for loans in default and (iv) exposure at default (“EAD”), which is the estimated outstanding principal balance of the loans upon default, including the expected funding of unfunded commitments outstanding as of the measurement date. Inputs are pool-specific, though not necessarily solely reliant on internally-sourced data. Internal data is supplemented by, but not replaced by, peer data when required, primarily to determine the PD input. The various pool-specific inputs may be adjusted for current macroeconomic assumptions, as further discussed below, and other factors such as differences in underwriting standards, portfolio mix, or when historical asset terms do not reflect the contractual terms of the financial assets being evaluated as of the measurement date. Each time we measure expected credit losses, we assess the relevancy of historical information and consider any necessary adjustments to address any differences in current asset-specific characteristics.

Significant macroeconomic variables utilized in our allowance models include, among other things, (i) VA Gross Domestic Product, (ii) VA House Price Index, and (iii) VA unemployment rates. The macroeconomic variables utilized as inputs in forecast modeling were subjected to a variety of analysis procedures and were selected primarily based on statistical relevancy and correlation to historical credit losses, where historical credit losses may be fully internally-sourced or supplemented with peer data.

PDs were estimated by analyzing the relationship between the historical performance of each loan pool and historical economic trends over a complete economic cycle. Again, historical performance data is either fully internally-sourced or supplemented with peer data where necessary. PDs are adjusted to reflect the current impact of certain macroeconomic variables as well as their expected changes over a reasonable and supportable forecast period. We have determined that we are reasonably able to forecast the macroeconomic variables used in our forecast modeling processes with an acceptable degree of confidence for a total of four quarters. This forecast period is followed by an additional eight quarter reversion process whereby the forecasted macroeconomic variables are reverted to their historical mean on a straight-line basis. By reverting these economic inputs to their historical mean and considering loan/borrower specific attributes, our allowance models are intended to yield a measurement of expected credit losses that reflects average historical loss rates (which may be supplemented by peer data) for periods subsequent to the initial twelve-quarters consisting of the forecast and reversion periods. The LGD is linked to PD based on benchmark historical loss averages for each loan pool. That is, LGD is dynamic with PD; as PD increases, so will LGD, and vice versa. In this context, “benchmark” refers to the use of third-party data, and “historical loss averages” refers to the fraction of defaulted balance that tends to be lost. By nature of its connection to PD, LGD is by extension adjusted to reflect the current impact of certain macroeconomic variables as well as their expected changes over the four-quarter forecast period and eight-quarter reversion process, which management considers to be both reasonable and supportable. This same forecast/reversion period is used for all macroeconomic variables used in all of our economic forecast models. PA and EAD are estimated using either a Discounted Cash Flow or Remaining Life model, both of which use various timing inputs to estimate the loan balance that remains at various future points in time, and thus also at the time of a default event.

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Management qualitatively adjusts allowance model results for risk factors that are not considered within our quantitative modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factor (“Q-Factor”) adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor adjustments include, among other things, the impact of (i) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries, (ii) actual and expected changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the loan pools, (iii) changes in the nature and volume of the loan pools and in the terms of the underlying loans, (iv) changes in the experience, ability, and depth of our lending management and staff, (v) changes in volume and severity of past due financial assets, the volume of non-accrual assets, and the volume and severity of adversely classified or graded assets, (vi) changes in the quality of our credit review function, (vii) changes in the value of the underlying collateral for loans that are non-collateral dependent, (viii) the existence, growth, and effect of any concentrations of credit and (ix) other factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters or health pandemics.

In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by our internal appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. The fair value of collateral supporting collateral dependent construction loans is based on an “as is” valuation.

The following tables present details of the allowance for credit losses on loans segregated by loan portfolio segment as of March 31, 2021 and December 31, 2020, calculated in accordance with the CECL methodology described above (in thousands).


	Commercial		Commercial
	Real Estate		Real Estate				Construction						Home Equity				Paycheck
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Protection		Consumer		PCD
March 31, 2021	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Program		Loans		Loans		Total
Modeled expected credit losses	$	2,039	$	4,307	$	54	$	1,739	$	4,213	$	776	$	517	$	752	$	—	$	324	$	—	$	14,721
Q-factor and other qualitative adjustments		2,105		9,497		57		1,327		2,506		470		308		1,417		—		44		—		17,731
Specific allocations		—		—		—		—		51		—		—		23		—		1		2,366		2,441
Total	$	4,144	$	13,804	$	111	$	3,066	$	6,770	$	1,246	$	825	$	2,192	$	—	$	369	$	2,366	$	34,893

	Commercial		Commercial
	Real Estate		Real Estate				Construction						Home Equity				Paycheck
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Protection		Consumer		PCD
December 31, 2020	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Program		Loans		Loans		Total
Modeled expected credit losses	$	2,565	$	3,959	$	58	$	1,297	$	4,579	$	649	$	534	$	544	$	—	$	306	$	—	$	14,491
Q-factor and other qualitative adjustments		4,134		7,467		46		516		4,963		763		367		917		—		194		—		19,367
Specific allocations		—		—		—		2		37		—		—		37		—		17		2,394		2,487
Total	$	6,699	$	11,426	$	104	$	1,815	$	9,579	$	1,412	$	901	$	1,498	$	—	$	517	$	2,394	$	36,345

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No allowance for credit losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.

Activity in the allowance for credit losses by class of loan for the three months ended March 31, 2021 and 2020 is summarized below (in thousands):


	Commercial		Commercial
	Real Estate		Real Estate				Construction						Home Equity
	Owner		Non-owner		Secured by		and Land		1-4 Family		Multi-Family		Lines Of		Commercial		Consumer		PCD
March 31, 2021	Occupied		Occupied		Farmland		Development		Residential		Residential		Credit		Loans		Loans		Loans		Unallocated		Total
Allowance for credit losses:
Beginning balance	$	6,699	$	11,426	$	104	$	1,815	$	9,579	$	1,412	$	901	$	1,498	$	517	$	2,394	$	—	$	36,345
Provision (recovery)		(2,555)		2,378		7		1,251		(2,810)		(166)		(76)		760		(133)		(28)		—		(1,372)
Charge offs		—		—		—		—		—		—		—		(74)		(36)		—		—		(110)
Recoveries		—		—		—		—		1		—		—		8		21		—		—		30
Ending balance	$	4,144	$	13,804	$	111	$	3,066	$	6,770	$	1,246	$	825	$	2,192	$	369	$	2,366	$	—	$	34,893

March 31, 2020
Allowance for loan losses:
Beginning balance	$	810	$	1,596	$	5	$	683	$	1,049	$	119	$	217	$	5,418	$	190	$	—	$	174	$	10,261
Provision (recovery) for non-purchased loans		253		950		353		(307)		1,277		20		110		470		74		—		(100)		3,100
Provision for purchase credit impaired loans		—		—		—		—		—		—		—		350		—		—		—		350
Total provision (recovery)		253		950		353		(307)		1,277		20		110		820		74		—		(100)		3,450
Charge offs		—		—		(352)		—		(185)		—		(60)		(470)		(32)		—		—		(1,099)
Recoveries		5		2		—		—		9		—		22		65		7		—		—		110
Ending balance	$	1,068	$	2,548	$	6	$	376	$	2,150	$	139	$	289	$	5,833	$	239	$	—	$	74	$	12,722

Generally, a commercial loan, or a portion thereof, is charged-off when it is determined, through the analysis of any available current financial information with regards to the borrower, that the borrower is incapable of servicing unsecured debt, there is little or no prospect for near term improvement and no realistic strengthening action of significance is pending or, in the case of secured debt, when it is determined, through analysis of current information with regards to our collateral position, that amounts due from the borrower are in excess of the calculated current fair value of the collateral. Losses on installment loans are recognized in accordance with regulatory guidelines. All other consumer loan losses are recognized when delinquency exceeds 120 cumulative days.

The following table presents loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan portfolio segment as of March 31, 2021 and December 31, 2020 (in thousands):


	March 31, 2021				December 31, 2020
	Loan		Specific		Loan		Specific
	Balance ⁽¹⁾		Allocations		Balance ⁽¹⁾		Allocations
Commercial real estate - owner occupied	$	7,468	$	—	$	23,397	$	—
Commercial real estate - non-owner occupied		17,788		—		7,467		—
Secured by farmland		1,486		—		1,069		—
Construction and land development		—		—		77		2
Residential 1-4 family		1,913		52		1,918		37
Multi- family residential		5,599		—		—		—
Home equity lines of credit		—		—		481		—
Commercial loans		5,159		22		5,515		37
Paycheck Protection Program loans		—		—		—		—
Consumer loans		14		1		17		17
Total non-PCD loans		39,427		75		39,941		93
PCD loans		8,854		2,366		8,908		2,394
Total loans	$	48,281	$	2,441	$	48,849	$	2,487

(1)

Includes SBA guarantees of $3.0 million and $2.5 million at March 31, 2021 and December 31, 2020, respectively.

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5. LEASES

The Company leases certain premises and equipment under operating leases. In recognizing lease right-of-use assets and related liabilities, we account for lease and non-lease components (such as taxes, insurance, and common area maintenance costs) separately as such amounts are generally readily determinable under our lease contracts. At March 31, 2021 and December 31, 2020, the Company had operating lease liabilities totaling $7.6 million and $8.2 million, respectively, and right-of-use assets totaling $6.9 million and $7.5 million, respectively, related to these leases. Operating lease liabilities and right-of-use assets are reflected in our consolidated balance sheets. We do not currently have any financing leases. For the three months ended March 31, 2021 and 2020, our net operating lease cost was $610 thousand and $1.0 million, respectively, and were reflected in occupancy expenses on our income statements.

The following table presents supplemental cash flow and other information related to our operating leases:


	For the Three Months Ended
(in thousands except for percent and period data)	March 31, 2021			March 31, 2020
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	1,265		$	1,241

Other information:
Weighted-average remaining lease term - operating leases, in years		4.7			5.6
Weighted-average discount rate - operating leases		2.5	%		2.8	%

The following table summarizes the maturity of remaining lease liabilities:



	As of
(dollars in thousands)	March 31, 2021
Lease payments due:
Less than one year	$	2,495
One to three years		3,533
Three to five years		845
More than five years		1,303
Total lease payments		8,176
Less: imputed interest		(547)
Lease liabilities	$	7,629

As of March 31, 2021, the Company did not have any operating leases that have not yet commenced that will create additional lease liabilities and right-of-use assets for the Company.

6. COMMITMENTS AND CONTINGENCIES

Financial Instruments with off-balance sheet risk

Primis is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and guarantees of credit card accounts. These instruments involve elements of credit and funding risk in excess of the amount recognized in the consolidated balance sheet. Letters of credit are written conditional commitments issued by Primis to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is

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essentially the same as that involved in extending loans to customers. We had letters of credit outstanding totaling $16.5 million and $15.9 million as of March 31, 2021 and December 31, 2020, respectively.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is based on the contractual amount of these instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless noted otherwise, we do not require collateral or other security to support financial instruments with credit risk.

Allowance For Credit Losses - Off-Balance-Sheet Credit Exposures

The allowance for credit losses on off-balance-sheet credit exposures is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which we are exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if we have the unconditional right to cancel the obligation. Off-balance-sheet credit exposures primarily consist of amounts available under outstanding lines of credit and letters of credit detailed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. The likelihood and expected amount of funding are based on historical utilization rates. The amount of the allowance represents management's best estimate of expected credit losses on commitments expected to be funded over the contractual life of the commitment. Estimating credit losses on amounts expected to be funded uses the same methodology as described for loans in Note 4 - Loans and Allowance, as if such commitments were funded.

The following table details activity in the allowance for credit losses on off-balance-sheet credit exposures:


	2021		2020
Balance as of January 1	$	740	$	—
Impact of adopting ASU 2016-13		—		—
Credit loss expense		711		55
Balance as of March 31,	$	1,451	$	55

Commitments

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments are made predominately for adjustable rate loans, and generally have fixed expiration dates of up to three months or other termination clauses and usually require payment of a fee. Since many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis.

At March 31, 2021 and December 31, 2020, we had unfunded lines of credit and undisbursed construction loan funds totaling $357.0 million and $355.3 million, respectively. Virtually all of our unfunded lines of credit and undisbursed construction loan funds are variable rate.

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7. EARNINGS PER SHARE

The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations (amounts in thousands, except per share data):


			Weighted
			Average
	Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount
For the three months ended March 31, 2021
Basic EPS	$	9,383	24,350	$	0.39
Effect of dilutive stock options and unvested restricted stock		—	159		(0.01)
Diluted EPS	$	9,383	24,509	$	0.38

For the three months ended March 31, 2020
Basic EPS	$	27	24,168	$	0.00
Effect of dilutive stock options and unvested restricted stock		—	220		—
Diluted EPS	$	27	24,388	$	0.00

The Company did not have any anti-dilutive options as of March 31, 2021 and 2020.

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8. FAIR VALUE

ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability

The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Assets Measured on a Recurring Basis:

Investment Securities Available for Sale

Where quoted prices are available in an active market, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include highly liquid government bonds and mortgage products. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of investment securities with similar characteristics or discounted cash flow. Level 2 investment securities include U.S. agency securities, mortgage-backed securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy. Currently, a majority of Primis’ available for sale debt investment securities are considered to be Level 2 investment securities, except for a few corporate securities that are classified as Level 3 investment securities.

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Assets measured at fair value on a recurring basis are summarized below:


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	March 31, 2021		(Level 1)		(Level 2)		(Level 3)
Available for sale securities
Residential government-sponsored mortgage-backed securities	$	52,528	$	—	$	52,528	$	—
Obligations of states and political subdivisions		28,857		—		28,857		—
Corporate securities		15,248		—		14,248		1,000
Residential government-sponsored collateralized mortgage obligations		26,091		—		26,091		—
Government-sponsored agency securities		5,938		—		5,938		—
Agency commercial mortgage-backed securities		30,884		—		30,884		—
SBA pool securities		10,670		—		10,670		—
Total	$	170,216	$	—	$	169,216	$	1,000


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	December 31, 2020		(Level 1)		(Level 2)		(Level 3)
Available for sale securities
Residential government-sponsored mortgage-backed securities	$	37,060	$	—	$	37,060	$	—
Obligations of states and political subdivisions		24,042		—		24,042		—
Corporate securities		15,079		—		14,079		1,000
Residential government-sponsored collateralized mortgage obligations		29,416		—		29,416		—
Government-sponsored agency securities		6,075		—		6,075		—
Agency commercial mortgage-backed securities		30,190		—		30,190		—
SBA pool securities		11,371		—		11,371		—
Total	$	153,233	$	—	$	152,233	$	1,000

No corporate securities that are classified as Level 3 above were purchased or sold during 2021 or 2020. These corporate securities did not have a material impact on the income statement for the three months ended March 31, 2021 and 2020.

Assets and Liabilities Measured on a Non-recurring Basis:

Loans

We may be required to measure certain financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment.

Following the adoption of ASC 326, the population of loans measured at fair value on a non-recurring basis has greatly diminished and is limited to collateral-dependent loans evaluated individually. These collateral-dependent loans are deemed to be at fair value if there is an associated allowance for credit losses or if a charge-off has been recorded in the previous 12 months. Collateral values are determined using appraisals or other third-party value estimates of the subject property discounted based on estimated selling costs, generally between 5% and 10%, and immaterial adjustments for other external factors that may impact the marketability of the collateral. The weighted average discount for estimated selling costs applied was 6%.

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Other Real Estate Owned (“OREO”)

OREO is evaluated at the time of acquisition and recorded at fair value as determined by independent appraisal or evaluation less cost to sell. In some cases appraised value is net of costs to sell. Selling costs have been in the range from 5% to 10% of collateral valuation at March 31, 2021 and December 31, 2020. Fair value is classified as Level 3 in the fair value hierarchy. OREO is further evaluated quarterly for any additional impairment. At March 31, 2021 and December 31, 2020, the total amount of OREO was $2.3 million and $3.1 million, respectively.

Assets measured at fair value on a non-recurring basis are summarized below:


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	March 31, 2021		(Level 1)		(Level 2)		(Level 3)
Collateral dependent loans	$	48,274	$	—	$	—	$	48,274
Other real estate owned:
Commercial real estate - non-owner occupied		717		—		—		717
Construction and land development		762		—		—		762
Residential 1-4 family		776		—		—		776


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
	Total at		Identical Assets		Inputs		Inputs
(dollars in thousands)	December 31, 2020		(Level 1)		(Level 2)		(Level 3)
Collateral dependent loans	$	47,001	$	—	$	—	$	47,001
Other real estate owned:
Commercial real estate - non-owner occupied		865		—		—		865
Construction and land development		1,221		—		—		1,221
Residential 1-4 family		992		—		—		992

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Fair Value of Financial Instruments

The carrying amount, estimated fair values and fair value hierarchy levels (previously defined) of financial instruments were as follows (in thousands) for the periods indicated:


		March 31, 2021				December 31, 2020
	Fair Value	Carrying		Fair		Carrying		Fair
	Hierarchy Level	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	480,280	$	480,280	$	196,185	$	196,185
Securities available for sale	Level 2 & Level 3		170,216		170,216		153,233		153,233
Securities held to maturity	Level 2		33,180		33,978		40,721		41,832
Stock in Federal Reserve Bank and Federal Home Loan Bank	Level 2		15,521		15,521		16,927		16,927
Equity investment in mortgage affiliate	Level 3		13,912		13,912		12,652		12,652
Preferred investment in mortgage affiliate	Level 3		3,305		3,305		3,305		3,305
Net loans	Level 3		2,356,636		2,374,420		2,404,151		2,435,612
Accrued interest receivable	Level 2		17,405		17,405		17,405		17,405
Financial liabilities:
Demand deposits and NOW accounts	Level 2	$	1,333,357	$	1,333,357	$	1,155,426	$	1,155,426
Money market and savings accounts	Level 2		916,456		916,456		787,132		787,132
Time deposits	Level 3		438,773		442,717		490,048		495,022
Securities sold under agreements to repurchase	Level 1		16,445		16,445		16,065		16,065
FHLB advances	Level 1		100,000		100,000		100,000		100,000
Junior subordinated debt	Level 2		9,694		9,524		9,682		8,863
Senior subordinated notes	Level 2		85,673		110,992		105,647		109,276
Accrued interest payable	Level 2		3,057		3,057		3,057		3,057

Carrying amount is the estimated fair value for cash and cash equivalents (including federal funds sold), accrued interest receivable and payable, demand deposits, savings accounts, money market accounts and FHLB advances and securities sold under agreements to repurchase.

The investment in common stock of our mortgage affiliate is accounted for using the equity method. Under the equity method, the carrying value of Primis’ investment in STM was originally recorded at cost but is adjusted periodically to record Primis’ proportionate share of STM’s earnings or losses through noninterest income and decreased by the amount of cash dividends or similar distributions received from STM. The investment in preferred stock of our mortgage affiliate is considered to be a non-marketable equity security that does not have a readily determinable fair value. Non-marketable equity securities with no recurring market value data available are reviewed periodically and any observable market value change is adjusted through noninterest income. Primis evaluates its investments in this non-marketable equity security for impairment and recoverability of the recorded investment by considering positive and negative evidence, including the profitability and asset quality of STM, dividend payment history and recent redemption experience. Impairment is assessed at each reporting period and if identified, is recognized in noninterest income. No impairment was recorded for the three months ended March 31, 2021 and 2020.

Fair value of long-term debt is based on current rates for similar financing. Carrying amount of Federal Reserve Bank and FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are based on the ultimate recoverability of the par value. The fair value of off-balance-sheet items is not considered material. Fair value of net loans, time deposits, junior subordinated debt, and senior subordinated notes are measured using the exit-price notion.

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9. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER BORROWINGS

Other borrowings can consist of FHLB convertible advances, FHLB of Atlanta overnight advances, FHLB advances maturing within one year, federal funds purchased and securities sold under agreements to repurchase (“repo”) that mature within one year, which are secured transactions with customers. The balance in repo accounts at March 31, 2021 and December 31, 2020 was $16.4 million and $16.0 million, respectively.

10. JUNIOR SUBORDINATED DEBT AND SENIOR SUBORDINATED NOTES

In 2017, the Company assumed $10.3 million of trust preferred securities that were issued on September 17, 2003 and placed through a trust in a pooled underwriting totaling approximately $650 million. The trust issuer invested the total proceeds from the sale of the trust preferred securities in Floating Rate Junior Subordinated Deferrable Interest Debentures (“Junior Subordinated Debt”). At March 31, 2021 and December 31, 2020, we had $9.7 million of Junior Subordinated Debt outstanding. The trust preferred securities pay cumulative cash distributions quarterly at a variable rate per annum, reset quarterly, equal to the three-month LIBOR plus 2.95%. As of March 31, 2021 and December 31, 2020, the interest rate was 3.13% and 3.18%, respectively. The dividends paid to holders of the trust preferred securities, which are recorded as interest expense, are deductible for income tax purposes.

The trust preferred securities may be included in Tier 1 capital for regulatory capital adequacy determination purposes up to 25% of Tier 1 capital after its inclusion. At March 31, 2021, all of the trust preferred securities qualified as Tier 1 capital.

On January 20, 2017, Primis completed the sale of $27.0 million of its fixed-to-floating rate Subordinated Notes due 2027 (the “SNBV Senior Subordinated Notes”). The SNBV Senior Subordinated Notes will initially bear interest at 5.875% per annum until January 31, 2022; thereafter, the SNBV Senior Subordinated Notes will be payable at an annual floating rate equal to three-month LIBOR plus a spread of 3.95% until maturity or early redemption. At March 31, 2021, all of the SNBV Senior Subordinated Notes qualified as Tier 2 capital.

In 2017, the Company assumed the Senior Subordinated Note Purchase Agreement dated April 22, 2015 with certain institutional accredited investors, pursuant to which $20.0 million in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2025 was sold to the investors. On February 1, 2021, the Company redeemed $20.0 million of Senior Subordinated Notes.

On August 25, 2020, Primis completed the sale of $60.0 million of its fixed-to-floating rate Subordinated Notes due 2030 (the “SNBV Subordinated Notes”). The SNBV Subordinated Notes will bear interest at an initial rate of 5.40% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2021. From and including September 1, 2025 to, but excluding the maturity date or the date of earlier redemption (the “floating rate period”), the interest rate will reset quarterly to an annual interest rate equal to the Benchmark rate, which is expected to be three-month Term SOFR, plus 531 basis points, for each quarterly interest period during the floating rate period, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing on December 1, 2025. Notwithstanding the foregoing, in the event that the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero. At March 31, 2021, all of the SNBV Subordinated Notes qualified as Tier 2 capital.

At March 31, 2021 and December 31, 2020, the remaining unamortized debt issuance costs related to the Subordinated Notes totaled $1.8 million and $1.9 million, respectively.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Primis. This discussion and analysis should be read with the consolidated financial statements, the footnotes thereto, and the other financial data included in this report and in our annual report on Form 10-K for the year ended December 31, 2020. Results of operations for the three months ended March 31, 2021 are not necessarily indicative of results that may be attained for any other period. The emphasis of this discussion will be on the three months ended March 31, 2021 compared to the three months ended March 31, 2020 for the consolidated statements of income. For the consolidated balance sheets, the emphasis of this discussion will be the balances as of March 31, 2021 compared to December 31, 2020. This discussion and analysis contains statements that may be considered “forward-looking statements” as defined in, and subject to the protections of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. See the following section for additional information regarding forward-looking statements.

FORWARD-LOOKING STATEMENTS

Statements and financial discussion and analysis contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, particularly with regard to developments related to the novel coronavirus (“COVID-19”). Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The words “believe,” “may,” “forecast,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “continue,” “would,” “could,” “hope,” “might,” “assume,” “objective,” “seek,” “plan,” “strive” or similar words, or the negatives of these words, identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements. In addition to the Risk Factors contained in this Quarterly Report on Form 10-Q, as well as the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, factors that could contribute to those differences include, but are not limited to:

●

the effects of future economic, business and market conditions and disruptions in the credit and financial markets, domestic and foreign;

●

the impact of COVID-19 on our business, including the impact of the actions taken by governmental authorities to contain the virus or address the impact of the virus on the United States economy (including, without limitation, the Coronavirus Aid, Relief and Economic Security (“CARES” Act)), and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;

●

adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of our participation in and execution of government programs related to the COVID-19 pandemic;

●

changes in the local economies in our market areas which adversely affect our customers and their ability to transact profitable business with us, including the ability of our borrowers to repay their loans according to their terms or a change in the value of the related collateral;

●

changes in the availability of funds resulting in increased costs or reduced liquidity, as well as the adequacy of our cash flow from operations and borrowings to meet our short-term liquidity needs;

●

a deterioration or downgrade in the credit quality and credit agency ratings of the investment securities in our investment securities portfolio;

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●

impairment concerns and risks related to our investment securities portfolio of collateralized mortgage obligations, agency mortgage-backed securities, obligations of states and political subdivisions and pooled trust preferred securities;

●

the incurrence and possible impairment of goodwill associated with current or future acquisitions and possible adverse short-term effects on our results of operations;

●

increased credit risk in our assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of our total loan portfolio, including as a result of the financial impact of COVID-19;

●

the concentration of our loan portfolio in loans collateralized by real estate;

●

our level of construction and land development and commercial real estate loans;

●

failure to prevent a breach to our Internet-based system and online commerce security, including as a result of increased remote working by our employees;

●

changes in the levels of loan prepayments and the resulting effects on the value of our loan portfolio;

●

the failure of assumptions and estimates underlying the establishment of and provisions made to the allowance for credit losses;

●

our ability to expand and grow our business and operations, including the establishment of additional branches and acquisition of additional branches and banks, and our ability to realize the cost savings and revenue enhancements we expect from such activities;

●

government intervention in the U.S. financial system, including the effects of legislative, tax, accounting and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau, the capital ratios of Basel III as adopted by the federal banking authorities, and the Tax Cuts and Jobs Act of 2017 and the CARES Act;

●

uncertainty related to the transition away from or new methods of calculating the London Inter-bank Offered Rate (“LIBOR”);

●

increased competition for deposits and loans adversely affecting rates and terms;

●

the continued service of key management personnel;

●

the potential payment of interest on demand deposit accounts to effectively compete for customers;

●

potential environmental liability risk associated with properties that we assume upon foreclosure;

●

increased asset levels and changes in the composition of assets and the resulting impact on our capital levels and regulatory capital ratios;

●

risks of current or future mergers and acquisitions, including the related time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings;

●

increases in regulatory capital requirements for banking organizations generally, which may adversely affect our ability to expand our business or could cause us to shrink our business;

●

acts of God or of war or other conflicts, acts of terrorism, pandemics or other catastrophic events that may affect general economic conditions;

●

changes in accounting policies, rules and practices and applications or determinations made thereunder, including the impact of the adoption of the current expected credit losses (“CECL”) methodology;

●

fraudulent and negligent acts by loan applicants, mortgage brokers and our employees;

●

failure to maintain effective internal controls and procedures;

●

the risk that our deferred tax assets could be reduced if future taxable income is less than currently estimated, if corporate tax rates in the future are less than current rates, or if sales of our capital stock trigger limitations on the amount of net operating loss carryforwards that we may utilize for income tax purposes;

●

our ability to attract and retain qualified employees; and

●

other factors and risks described under “Risk Factors” herein and in any of our subsequent reports that we file with the Securities and Exchange Commission (the “Commission” or “SEC”) under the Exchange Act.

Forward-looking statements are not guarantees of performance or results and should not be relied upon as representing management’s views as of any subsequent date. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe we have chosen these assumptions or bases in good faith and that they are reasonable. We caution you, however, that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. When considering forward-looking

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statements, you should refer to the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our periodic and current reports filed with the SEC for specific factors that could cause our actual results to be different from those expressed or implied by our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q (or an earlier date to the extent applicable). Except as required by applicable law, we undertake no obligation to update publicly these statements in light of new information or future events.

OVERVIEW

Primis (formerly Southern National) is a corporation that was formed on July 28, 2004 under the laws of the Commonwealth of Virginia and is the holding company for Primis Bank (formerly Sonabank), a Virginia state-chartered bank which commenced operations on April 14, 2005. Primis Bank provides a range of financial services to individuals and small and medium sized businesses.

FINANCIAL HIGHLIGHTS

●

Return on average assets of 1.19% for the three months ended March 31, 2021 compared to 0.0% for the three months ended March 31, 2020.

●

Net income was $9.4 million for the first quarter of 2021 compared to $27 thousand for the first quarter of 2020.

●

Total assets at the end of first quarter of 2021 were $3.33 billion, an increase of 7.8% from December 31, 2020.

●

Gross loans were $2.39 billion at the end of the first quarter of 2021, up 8.1% from the year ago period. Excluding PPP balances, gross loans declined 7.1% over the same period.

●

Loans on deferral were $112.8 million or 5.5% of gross loans excluding PPP balances. Approximately 59% of total deferrals were from the hotel portfolio while restaurant deferrals were approximately 1%.

●

Total deposits increased $256 million from December 31, 2020 despite a $51.3 million decline in time deposits over the same time frame. Non-time deposits comprised 83.7% of total deposits at March 31, 2021 compared to 80.0% at December 31, 2020.

●

Cost of deposits declined to 0.60% for the first quarter of 2021 compared to 1.25% for the first quarter of 2020.

●

Mortgage income was $1.3 million for the first quarter of 2021 compared to $231 thousand for the first quarter of 2020.

RESULTS OF OPERATIONS

Net Income

Three-Month Comparison. Net income for the three months ended March 31, 2021 was $9.4 million, or $0.39 basic and $0.38 diluted earnings per share, compared to net income of $27 thousand, or zero basic and diluted earnings per share for the three months ended March 31, 2020.

Net income increased $9.3 million, during the three months ended March 31, 2021 compared to the three months ended March 31, 2020. The increase in net income was driven by a decline in cost of deposits and by an increase in equity gain from the Company’s mortgage affiliate driven by higher margins on closed loans combined with a higher volume of mortgage activity. The increase was also driven by lower provision for loan losses in 2021 as economic outlook related to

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the pandemic improved. The increase in net income was also attributable to higher management restructuring expenses in the first quarter of 2020.

Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest and dividend income on interest-earning assets such as loans and investments, and interest expense on interest-bearing liabilities such as deposits and borrowings.

Three-Month Comparison. Net interest income was $25.0 million for the three months ended March 31, 2021, compared to $20.5 million for the three months ended March 31, 2020. Primis’ net interest margin for the three months ended March 31, 2021 was 3.41%, compared to 3.32% for the three months ended March 31, 2020. Net interest margin was impacted heavily by the origination of Paycheck Protection Program (PPP) loans in 2021. Excluding the effects of PPP loans, the Company’s net interest margin for the three months ended March 31, 2021 would have been 2.99%, compared to 3.32% for the three months ended March 31, 2020. Total income on interest-earning assets was $30.3 million and $28.5 million for the three months ended March 31, 2021 and 2019, respectively. The yield on average interest-earning assets decreased 47 basis points to 4.14% during the three months ended March 31, 2021, compared to the 4.61% yield on average interest-earning assets during the three months ended March 31, 2020, primarily driven by market conditions. The cost of average interest-bearing liabilities decreased 66 basis points to 0.94% during the three months ended March 31, 2021, compared to 1.60% cost on average interest-bearing liabilities during the three months ended March 31, 2020. Interest and fees on loans totaled $29.0 million and $26.7 million for the first quarters of 2021 and 2020, respectively. The accretion of the discount on loans acquired contributed $481 thousand to net interest income during the three months ended March 31, 2021, compared to $597 thousand during the three months ended March 31, 2020. The decrease in accretion was due to slowdown in the volume of acquired loan prepayments and payoffs. Average loans during the first quarter of 2021 were $2.43 billion, compared to $2.20 billion during the first quarter of 2020.

Total interest expense was $5.4 million and $8.0 million for the three months ended March 31, 2021 and 2020, respectively. Interest on deposits was $3.8 million and $6.5 million for the three months ended March 31, 2021 and 2020, respectively. Total average interest-bearing deposits for the first quarter of 2021 and 2020 were $2.08 billion and $1.75 billion, respectively. The yield on total average interest-bearing deposits was 0.74% and 1.49% for the quarter ended March 31, 2021 and 2020, respectively. Interest expense on total average borrowings, which include securities sold under agreements to repurchase, FHLB advances, junior subordinated debt and senior subordinated notes, was $1.5 million for the three months ended March 31, 2021 and 2020. Total average borrowings were $226.4 million and $251.8 million for the three months ended March 31, 2021 and 2020, respectively.

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The following table details average balances of interest-earning assets and interest-bearing liabilities, the amount of interest earned/paid on such assets and liabilities, and the yield/rate for the periods indicated:


	Average Balance Sheets and Net Interest
	Analysis For the Three Months Ended
	March 31, 2021						March 31, 2020
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollar amounts in thousands)

Assets
Interest-earning assets:
Loans, net of deferred fees ^{(1) (2)}	$	2,436,713	$	28,957	4.82	%	$	2,200,926	$	26,741	4.89	%
Investment securities		193,364		1,042	2.19	%		231,794		1,361	2.36	%
Other earning assets		339,480		309	0.37	%		54,800		379	2.79	%
Total earning assets		2,969,557		30,308	4.14	%		2,487,520		28,481	4.61	%
Allowance for credit losses		(36,330)						(10,928)
Total non-earning assets		277,067						263,627
Total assets	$	3,210,294					$	2,740,220

Liabilities and stockholders' equity
Interest-bearing liabilities:
NOW and other demand accounts	$	773,768	$	1,093	0.57	%	$	379,531	$	786	0.83	%
Money market accounts		653,443		1,085	0.67	%		469,651		1,575	1.35	%
Savings accounts		192,252		142	0.30	%		147,697		116	0.32	%
Time deposits		465,944		1,496	1.30	%		756,055		4,026	2.14	%
Total interest-bearing deposits		2,085,407		3,816	0.74	%		1,752,934		6,503	1.49	%
Borrowings		226,398		1,537	2.75	%		251,830		1,463	2.34	%
Total interest-bearing liabilities		2,311,805		5,353	0.94	%		2,004,764		7,966	1.60	%
Noninterest-bearing liabilities:
Demand deposits		477,812						333,408
Other liabilities		25,539						21,781
Total liabilities		2,815,156						2,359,953
Stockholders' equity		395,138						380,267
Total liabilities and stockholders' equity	$	3,210,294					$	2,740,220
Net interest income			$	24,955					$	20,515
Interest rate spread					3.36	%					3.01	%
Net interest margin					3.41	%					3.32	%

(1)	Includes loan fees in both interest income and the calculation of the yield on loans.

(2)	Calculations include non-accruing loans in average loan amounts outstanding.

Provision for Credit Losses

The provision for credit losses is a current charge to earnings made in order to adjust the allowance for credit losses to an appropriate level for inherent probable losses in the loan portfolio based on an evaluation of the loan portfolio, current economic conditions, changes in the nature and volume of lending, historical loan experience and other known internal and external factors affecting loan collectability. Our allowance for credit losses is calculated by segmenting the loan portfolio by loan type and applying risk factors to each segment. The risk factors are determined by considering historical loss data, peer data, as well as applying management’s judgment.

The Company adopted ASU 2016-13 effective January 1, 2020. We implemented and recorded a gross cumulative effect adjustment of $8.3 million at December 31, 2020. The provision for credit losses for the three months ended March 31, 2021 and 2020 was $(1.4) million and $3.5 million, respectively. We had charge-offs totaling $110 thousand during the three months ended March 31, 2021 and $1.1 million during the three months ended March 31, 2020. There were recoveries totaling $30 thousand during the three months ended March 31, 2021 and $110 thousand during the three months ended March 31, 2020.

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The Financial Condition Section of Management’s Discussion and Analysis provides information on our loan portfolio, past due loans, nonperforming assets and the allowance for credit losses.

Noninterest Income

The following table presents the major categories of noninterest income for the three months ended March 31, 2021 and 2020:


	For the Three Months Ended
	March 31,
(dollars in thousands)	2021		2020		Change
Account maintenance and deposit service fees	$	1,817	$	1,698	$	119
Income from bank-owned life insurance		386		386		—
Equity gain from mortgage affiliate		1,315		231		1,084
Recoveries related to acquired charged-off loans and investment securities		79		184		(105)
Other		220		321		(101)
Total noninterest income	$	3,817	$	2,820	$	997

Noninterest income increased 35% to $3.8 million for the three months ended March 31, 2021 compared to $2.8 million for the three months ended March 31, 2020. The increase was primarily driven by a $1.1 million increase in equity gain from the Company’s mortgage affiliate, Southern Trust Mortgage, LLC. (“STM”). Equity gain from the Company’s mortgage affiliate increased to $1.3 million driven by higher margins on closed loans combined with a higher volume of mortgage activity. The gain on investment in STM was negatively impacted in the first quarter of 2021 by an expense of approximately $1.2 million due to management restructuring at STM. Income on account maintenance and deposit service fees increased $119 thousand from the year-ago period primarily in account service charges and non-sufficient fund fees. These increases were partially offset by a decrease of $105 thousand in recoveries related to acquired charged-off loans and investment securities.

Noninterest Expense

The following table presents the major categories of noninterest expense for the three months ended March 31, 2021 and 2020:


	For the Three Months Ended
	March 31,
(dollars in thousands)	2021		2020		Change
Salaries and benefits	$	9,372	$	12,309	$	(2,937)
Occupancy expenses		1,539		1,939		(400)
Furniture and equipment expenses		816		619		197
Amortization of core deposit intangible		341		341		—
Virginia franchise tax expense		675		570		105
Data processing expense		799		707		92
Telephone and communication expense		522		368		154
Net (gain) loss on other real estate owned		(60)		71		(131)
Professional fees		1,287		1,193		94
Other operating expenses		2,885		1,735		1,150
Total noninterest expenses	$	18,176	$	19,852	$	(1,676)

Noninterest expenses were $18.2 million during the three months ended March 31, 2021, compared to $19.9 million during the three months ended March 31, 2020. The 8.4% decrease in noninterest expenses was primarily due to a $2.9 million decrease in employee compensation and benefits expense due to higher management restructuring expenses in the first quarter of 2020. In addition to generally higher staffing and compensation levels, employee compensation in the first quarter of 2021 was impacted by $200 thousand in recruitment payments as well as $454 thousand in employee incentive payments tied to core deposit generation in the fourth quarter of 2020. Other expenses increased in the first quarter of 2021

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compared to first quarter of 2020, largely driven by a $711 thousand increase in the reserve for unfunded commitments. Occupancy and furniture and equipment expenses decreased $400 thousand during the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

FINANCIAL CONDITION

Balance Sheet Overview

Total assets were $3.33 billion as of March 31, 2021 and $3.09 billion as of December 31, 2020. Total loans decreased 2.0%, from $2.44 billion at December 31, 2020 to $2.39 billion at March 31, 2021, largely driven by a $43.7 million decrease in 1-4 family residential loans. Excluding PPP loans, loans outstanding decreased $69.2 million, or 3.3%, since December 31, 2020. Total deposits were $2.69 billion at March 31, 2021, compared to $2.43 billion at December 31, 2020 and total equity was $398.0 million and $390.6 million at March 31, 2021 and December 31, 2020, respectively.

Loan Portfolio

Total loans were $2.39 billion and $2.44 billion at March 31, 2021 and December 31, 2020, respectively. Loan decline in 2021 was primarily due to a decrease in 1-4 family residential loans. PPP loan originations totaled $335.2 million at March 31, 2021. Excluding PPP loans, loans outstanding decreased $69.2 million, or 3.3%, since December 31, 2020.

The Company ended the first quarter of 2021 with $112.8 million of loans on deferral, or 5.5% of total loans excluding PPP loans. Hotels account for 59% of all deferrals, with approximately 25% of the hotel portfolio deferred at March 31, 2021.

The composition of our loan portfolio consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):


	March 31, 2021		December 31, 2020
Loans secured by real estate:
Commercial real estate - owner occupied	$	420,173	$	434,816
Commercial real estate - non-owner occupied		565,347		599,578
Secured by farmland		10,906		11,687
Construction and land loans		104,582		103,401
Residential 1-4 family		514,210		557,953
Multi-family residential		136,914		107,130
Home equity lines of credit		85,128		91,748
Total real estate loans		1,837,260		1,906,313

Commercial loans		186,194		187,797
Paycheck Protection Program		335,210		314,982
Consumer loans		24,011		22,496
Total Non-PCD loans		2,382,675		2,431,588
PCD loans		8,854		8,908
Total loans	$	2,391,529	$	2,440,496

As of March 31, 2021 and December 31, 2020, substantially all of our loans were to customers located in Virginia and Maryland. We are not dependent on any single customer or group of customers whose insolvency would have a material adverse effect on operations.

Asset Quality

Asset quality remained solid during the first quarter of 2021. The outbreak of COVID-19 and resulting economic instability has had and will likely continue to have an impact on our asset quality, but it is currently unknown to what extent. We will generally place a loan on nonaccrual status when it becomes 90 days past due. Loans will also be placed

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on nonaccrual status in cases where we are uncertain whether the borrower can satisfy the contractual terms of the loan agreement. Cash payments received while a loan is categorized as nonaccrual will be recorded as a reduction of principal as long as doubt exists as to future collections. We defer COVID-impacted loans to the end of the deferral date and track delinquency from the end of that new deferral date. During the third and fourth quarter of 2020 and first quarter of 2021, the Company saw a substantial amount of deferred loans return to traditional loan terms.

We maintain appraisals on loans secured by real estate, particularly those categorized as nonperforming loans and potential problem loans. In instances where appraisals reflect reduced collateral values, we make an evaluation of the borrower’s overall financial condition to determine the need, if any, for impairment or write-down to their fair values. If foreclosure occurs, we record OREO at the lower of our recorded investment in the loan or fair value less our estimated costs to sell.

Our loss and delinquency experience on our loan portfolio has been limited by a number of factors, including our underwriting standards and the relatively short period of time since the loans were originated. Whether losses and delinquencies in our portfolio will increase significantly depends upon the value of the real estate securing the loans and economic factors, such as the overall economy in our market area, including as a result of the impact of COVID-19.

The following table presents a comparison of nonperforming assets as of March 31, 2021 and December 31, 2020 (in thousands):


	March 31,			December 31,
	2021			2020
Nonaccrual loans	$	14,251		$	14,462
Loans past due 90 days and accruing interest		—			—
Total nonperforming loans		14,251			14,462
Other real estate owned		2,255			3,078
Total nonperforming assets	$	16,506		$	17,540

Troubled debt restructurings	$	2,804		$	987
SBA guaranteed amounts included in nonaccrual loans	$	2,960		$	3,076

Allowance for credit losses to nonperforming loans		244.84	%		251.32	%
Allowance for credit losses to total loans		1.46	%		1.52	%
Nonperforming assets excluding SBA guaranteed loans to total assets		0.41	%		0.47	%

Not included in the table above are $112.8 million of loans that were subject to COVID-related deferrals at March 31, 2021. Some of these loans may become potential problem loans during the remainder of 2021.

OREO at March 31, 2021 was $2.2 million, compared to $3.1 million at December 31, 2020. The decrease was primarily driven by sale of properties and write-downs on OREO during 2021.

Nonaccrual loans were $14.3 million (excluding $3.0 million of loans fully covered by SBA guarantees) at March 31, 2021, compared to $14.5 million (excluding $3.1 million of loans fully covered by SBA guarantees) at December 31, 2020, a decrease of 1.5%. The ratio of nonperforming assets (excluding the SBA guaranteed loans) to total assets was 0.41% and 0.47% at March 31, 2021 and December 31, 2020, respectively, a decrease of 6 basis points.

As of March 31, 2021, there were nine TDR loans in the amount of $2.8 million outstanding, primarily due to the economic impact of COVID-19. There have been no defaults of TDRs modified during the past twelve months.

We have an internal loan review and a loan committee, both of which provide on-going monitoring to identify and address issues with problem loans. The loan loss provision is determined after consideration of all known relevant internal and external factors affecting loan collectability to maintain the allowance for loan and lease losses at a level necessary to absorb estimated credit losses.

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Investment Securities

Investment securities, available for sale and held to maturity, totaled $203.4 million at March 31, 2021, an increase of 4.9% from $194.0 million at December 31, 2020.

Investment securities in our portfolio as of March 31, 2021 were as follows:

●

residential government-sponsored collateralized mortgage obligations in the amount of $27.0 million;

●

agency residential mortgage-backed securities in the amount of $73.5 million;

●

corporate bonds in the amount of $15.2 million;

●

commercial mortgage-backed securities in the amount of $30.9 million;

●

SBA loan pool securities in the amount of $10.7 million;

●

callable agency securities in the amount of $11.0 million; and

●

municipal bonds in the amount of $35.1 million (fair value of $35.3 million) with a taxable equivalent yield of 3.14% and ratings as of March 31, 2021 as follows:


Moody's	Amount		Standard & Poor's	Amount
Rating	(in thousands)		Rating	(in thousands)
Aaa	$	10,093	AAA	$	11,571
Aa1		8,945	AA+		9,899
Aa2		6,418	AA		6,134
Aa3		691	AA-		1,561
A1		2,317	A+		336
A2		336	A		813
Baa1		—	BBB+		—
NA		5,002	NA		3,488
NR		1,456	NR		1,456
Total	$	35,258	Total	$	35,258

Each of these investment securities has been evaluated for potential impairment under accounting guidelines. In performing a detailed cash flow analysis of each investment security, Primis works with independent third parties to identify the most reflective estimate of the cash flow estimated to be collected. If this estimate results in a present value of expected cash flows that is less than the amortized cost basis of an investment security (that is, credit loss exists), an other than temporary impairment is considered to have occurred. If there is no credit loss, any impairment is considered temporary.

We recognized no credit impairment charges related to credit losses during the three months ended March 31, 2021 and 2020, respectively.

Liquidity and Funds Management

The objective of our liquidity management is to ensure the ability to meet our financial obligations. These obligations include the payment of deposits on demand or at maturity, the repayment of borrowings at maturity and the ability to fund commitments and other new business opportunities. We obtain funding from a variety of sources, including customer deposit accounts, customer certificates of deposit and payments on our loans and investments. Historically, our level of core deposits has been insufficient to fully fund our lending activities. As a result, we have sought funding from additional sources, including institutional certificates of deposit and the sale of available for sale investment securities. In addition, we maintain lines of credit with the FHLB of Atlanta, federal funds lines of credit with three correspondent banks and

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utilize securities sold under agreements to repurchase and reverse repurchase agreement borrowings from approved securities dealers.

We prepare a cash flow forecast on a 30, 60 and 90 day basis along with a one and a two year basis. The projections incorporate expected cash flows on loans, investment securities, and deposits based on data used to prepare our interest rate risk analyses. To estimate loan growth, the projection incorporates the scheduled loan closings in the Loan Pipeline Report along with other management estimates.

During the three months ended March 31, 2021, we funded our financial obligations with deposits and borrowings from the FHLB of Atlanta. At March 31, 2021, we had $357.0 million of unfunded lines of credit and undisbursed construction loan funds. The amount of certificate of deposit accounts maturing in less than one year was $315.4 million as of March 31, 2021. Management anticipates that funding requirements for these commitments can be met from the normal sources of funds.

On August 25, 2020, Primis completed the sale of $60.0 million of its fixed-to-floating rate Subordinated Notes due 2030 (the “SNBV Subordinated Notes”). The SNBV Subordinated Notes will bear interest at an initial rate of 5.40% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2021. From and including September 1, 2025 to, but excluding the maturity date or the date of earlier redemption (the “floating rate period”), the interest rate will reset quarterly to an annual interest rate equal to the Benchmark rate, which is expected to be three-month Term SOFR plus 531 basis points, for each quarterly interest period during the floating rate period, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, commencing on December 1, 2025. Notwithstanding the foregoing, in the event that the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.

While the Company believes that wholesale funding markets have remained open to us in the economic environment caused by COVID-19, the rates for short term funding have recently been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company’s net interest margin. If an uneven economic recovery causes a large number of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding. As of March 31, 2021, Primis was not aware of any other known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity. As of March 31, 2021, Primis has no material commitments or long-term debt for capital expenditures.

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Capital Resources

Primis Financial Corp. and its subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. At March 31, 2021 and December 31, 2020, the most recent regulatory notifications categorized the Bank as well capitalized under regulatory framework for PCA.

Quantitative measures established by regulation to ensure capital adequacy require Primis to maintain minimum amounts and ratios of Total and Tier I capital (as defined in the regulations) to average assets (as defined). Management believes, as of March 31, 2021, that Primis meets all capital adequacy requirements to which it is subject.

The following table provides a comparison of the leverage and risk-weighted capital ratios of Primis Financial Corp. and Primis Bank at the periods indicated to the minimum and well-capitalized required regulatory standards:


	Minimum
	Required for
	Capital				Actual Ratio at
	Adequacy		To Be Categorized		March 31,		December 31,
	Purposes		as Well Capitalized⁽¹⁾		2021		2020
Primis Financial Corp.
Leverage ratio	4.00	%	n/a		9.61	%	9.69	%
Common equity tier 1 capital ratio	4.50	%	n/a		13.64	%	13.05	%
Tier 1 risk-based capital ratio	6.00	%	n/a		14.11	%	13.52	%
Total risk-based capital ratio	8.00	%	n/a		19.48	%	19.58	%
Primis Bank
Leverage ratio	4.00	%	5.00	%	11.14	%	11.25	%
Common equity tier 1 capital ratio	7.00	%	6.50	%	16.58	%	15.83	%
Tier 1 risk-based capital ratio	8.50	%	8.00	%	16.58	%	15.83	%
Total risk-based capital ratio	10.50	%	10.00	%	17.84	%	17.09	%

(1)	Prompt corrective action provisions are not applicable at the bank holding company level.

Primis Financial Corp. and Primis Bank are required to meet minimum capital requirements set forth by regulatory authorities. Bank regulatory agencies have approved regulatory capital guidelines (“Basel III”) aimed at strengthening existing capital requirements for banking organizations. The Basel III Capital Rules require Primis Financial Corp. and Primis Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer”, (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, (iii) a minimum ratio of Total capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer and (iv) a minimum leverage ratio of 4.0%. Failure to meet minimum capital requirements may result in certain actions by regulators which could have a direct material effect on the consolidated financial statements.

Primis Financial Corp. and Primis Bank remain well-capitalized under Basel III capital requirements. Primis Bank had capital conservation buffer of 9.84% at March 31, 2021, which exceeded the 2.50% minimum requirement below which the regulators may impose limits on distributions.

Primis Bank’s capital position is consistent with being well- capitalized under the regulatory framework for prompt corrective action.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are engaged primarily in the business of investing funds obtained from deposits and borrowings into interest-earning loans and investments. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between the interest income on loans and other investments and the interest expense on deposits and borrowings. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-earning assets, we are subject to interest rate risk and corresponding fluctuations in net interest income. Our Asset-Liability Committee (“ALCO”) meets regularly and is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. The policies established by the ALCO are reviewed and approved by our Board of Directors. We have employed asset/liability management policies that seek to manage our net interest income, without having to incur unacceptable levels of credit or investment risk.

We use simulation modeling to manage our interest rate risk, and review quarterly interest sensitivity. This approach uses a model which generates estimates of the change in our economic value of equity (“EVE”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts using assumptions about estimated loan prepayment rates, reinvestment rates and deposit decay rates.

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The following tables are based on an analysis of our interest rate risk as measured by the estimated change in EVE resulting from instantaneous and sustained parallel shifts in the yield curve (plus 400 basis points or minus 100 basis points, measured in 100 basis point increments) as of March 31, 2021 and December 31, 2020. All changes are within our Asset/Liability Risk Management Policy guidelines except for the change resulting from the 100 basis point decrease in interest rates at March 31, 2021 and December 31, 2020.


	Sensitivity of Economic Value of Equity
	As of March 31, 2021
							Economic Value of
	Economic Value of Equity						Equity as a % of
Change in Interest Rates			$ Change		% Change		Total		Equity
in Basis Points (Rate Shock)	Amount		From Base		From Base		Assets		Book Value

	(dollar amounts in thousands)
Up 400	$	408,507	$	24,442	6.36	%	12.27	%	102.64	%
Up 300		405,375		21,310	5.55	%	12.17	%	101.86	%
Up 200		400,562		16,497	4.30	%	12.03	%	100.65	%
Up 100		397,344		13,279	3.46	%	11.93	%	99.84	%
Base		384,065		—	—	%	11.53	%	96.50	%
Down 100		316,572		(67,493)	(17.57)	%	9.51	%	79.54	%


	Sensitivity of Economic Value of Equity
	As of December 31, 2020
							Economic Value of
	Economic Value of Equity						Equity as a % of
Change in Interest Rates			$ Change		% Change		Total		Equity
in Basis Points (Rate Shock)	Amount		From Base		From Base		Assets		Book Value

	(dollar amounts in thousands)
Up 400	$	339,057	$	5,568	1.67	%	10.98	%	86.81	%
Up 300		341,652		8,163	2.45	%	11.06	%	87.48	%
Up 200		342,561		9,072	2.72	%	11.09	%	87.71	%
Up 100		343,842		10,353	3.10	%	11.13	%	88.04	%
Base		333,489		—	—	%	10.80	%	85.39	%
Down 100		282,586		(50,903)	(15.26)	%	9.15	%	72.36	%

Our interest rate sensitivity is also monitored by management through the use of a model that generates estimates of the change in the net interest income (“NII”) over a range of interest rate scenarios. NII depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. In this regard, the model assumes that the composition of our interest sensitive assets and liabilities existing at March 31, 2021 and December 31, 2020 remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. All changes are within our ALM Policy guidelines at March 31, 2021 and December 31, 2020.


	Sensitivity of Net Interest Income
	As of March 31, 2021
	Adjusted Net Interest Income				Net Interest Margin
Change in Interest Rates			$ Change				% Change
in Basis Points (Rate Shock)	Amount		From Base		Percent		From Base

	(dollar amounts in thousands)
Up 400	$	80,863	$	1,476	2.84	%	0.05	%
Up 300		80,581		1,194	2.83	%	0.04	%
Up 200		80,360		973	2.82	%	0.03	%
Up 100		79,966		579	2.80	%	0.02	%
Base		79,387		—	2.78	%	—	%
Down 100		76,967		(2,420)	2.70	%	(0.08)	%

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	Sensitivity of Net Interest Income
	As of December 31, 2020
	Adjusted Net Interest Income				Net Interest Margin
Change in Interest Rates			$ Change				% Change
in Basis Points (Rate Shock)	Amount		From Base		Percent		From Base

	(dollar amounts in thousands)
Up 400	$	78,988	$	(4,760)	2.89	%	(0.17)	%
Up 300		80,341		(3,407)	2.94	%	(0.12)	%
Up 200		81,604		(2,144)	2.99	%	(0.07)	%
Up 100		83,039		(709)	3.04	%	(0.02)	%
Base		83,748		—	3.06	%	—	%
Down 100		82,667		(1,081)	3.02	%	(0.04)	%

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE requires the making of certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. Accordingly, although the EVE tables and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net worth and NII. Sensitivity of EVE and NII are modeled using different assumptions and approaches.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this quarterly report on Form 10-Q, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934) utilizing the framework established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that these controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Primis and Primis Bank are from time to time a party, as both plaintiff and defendant, to various claims and proceedings arising in the ordinary course of the Bank’s business, including administrative and/or legal proceedings that may include employment-related claims, as well as claims of lender liability, breach of contract, and other similar lending-related claims. While the ultimate resolution of these matters cannot be determined at this time, the Bank’s management presently believes that such matters, individually and in the aggregate, will not have a material adverse effect on the Bank’s financial condition or results of operations. There are no proceedings pending, or to management’s knowledge, threatened, that represent a significant risk against Primis or Primis Bank as of March 31, 2021.

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ITEM 1A – RISK FACTORS

The Company disclosed risk factors in its Annual Report on Form 10-K for the year ended December 31, 2020. The risks described may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that are currently considered to not be material also may materially adversely affect our business, financial condition, and/or operating results.

Risk factors have been included in the Annual Report on Form 10-K for the year ended December 31, 2020 in response to the global market disruptions that have resulted from the COVID-19 pandemic. There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Not applicable.

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ITEM 6 - EXHIBITS

(a) Exhibits.


Exhibit No.		Description

3.1		Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed August 4, 2006)

3.2		Certificate of Amendment to the Articles of Incorporation dated January 31, 2005 (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed on August 4, 2006)

3.3		Certificate of Amendment to the Articles of Incorporation dated April 13, 2006 (incorporated herein by reference to Exhibit 3.3 to Primis Financial Corp.’s (formerly Southern National’s) Registration Statement on Form S-1 (Registration No. 333-136285) filed on August 4, 2006)

3.4		Certificate of Amendment to the Articles of Incorporation dated March 31, 2021 (incorporated herein by reference to Exhibit 3.1 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)

3.5		Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Primis Financial Corp.’s Current Report on Form 8-K filed on March 31, 2021)

10.1+*		Executive Employment Agreement, dated as of April 29, 2020, by and between Stephen B. Weber and Primis Financial Corp. (formerly Southern National)

10.2+*		Change in Control Severance Agreement, dated as of June 1, 2020, by and between Mike Tyler and Primis Financial Corp. (formerly Southern National)

10.3+*		Executive Employment Agreement, dated as of January 10, 2021, by and between Matthew Switzer and Primis Financial Corp. (formerly Southern National)

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from Primis Financial Corp. Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (Extensible Business Reporting Language), filed herewith: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income and Comprehensive Income (unaudited), (iii) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Consolidated Financial Statements (unaudited).

104		The cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

+ Management contract or compensatory plan or arrangement

* Filed with this Quarterly Report on Form 10-Q

** Furnished with this Quarterly Report on Form 10-Q

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Primis Financial Corp.
			(Registrant)


May 10, 2021			/s/ Dennis J. Zember, Jr.
(Date)			Dennis J. Zember, Jr.
			President and Chief Executive Officer



May 10, 2021			/s/ Matthew Switzer
(Date)			Matthew Switzer
			Executive Vice President and Chief Financial Officer

Exhibit 10.1

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 29th day of April, 2020, by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the "Bancorp"), SONABANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and STEPHEN B. WEBER ("Executive").

BACKGROUND

WHEREAS, the expertise and experience of Executive in the financial institutions industry are valuable to the Employer;

WHEREAS, it is in the best interests of the Employer to maintain an experienced and sound executive management team to manage the Employer, further the Employer's overall strategies and protect and enhance shareholder value; and

WHEREAS, the Employer and Executive desire to enter into this Agreement to establish the scope, terms and conditions of Executive's continued employment by the Employer;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Effective Date. The effective time and date of this Agreement shall be deemed to be 5:00 p.m. on the date of its making first set forth above (the "Effective Date").

Employment. Executive is employed as the Chief Strategy Officer of the Bank. Executive's responsibilities, duties, prerogatives and authority in such offices shall be those customary for persons holding such offices of institutions in the financial institutions industry, as well as such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and designated from time to time by the Board of Directors of the Bancorp (the "Bancorp Board"). Executive will report directly the Chief Executive Officer of the Bank.

Employment Period. Unless earlier terminated in accordance with Section 6 hereof, Executive's employment under this Agreement shall begin as of the Effective Date and shall continue thereafter for a term of two years (the "Employment Period"). Commencing on the second anniversary of the Effective Date, this Agreement and the Employment Period shall automatically renew for successive two (2) year periods unless the Employer or the Executive delivers written notice of non-renewal at least sixty (60) days prior to the expiration of the then current Employment Period. A non-renewal of the Employment Period by the Employer shall not constitute a termination of the Executive's employment without Cause.

Extent of Service. During the Employment Period, and excluding any periods of vacation, sick or other leave to which Executive is entitled under this Agreement, Executive agrees to devote all of Executive's business time and efforts to serving the business and affairs of the Employer commensurate with Executive's offices. During the Employment Period, it shall not be a violation of this Agreement for Executive, subject to the requirements of Section 11, to (i) serve on civic or charitable boards or committees or (ii) manage personal investments, so long as such activities do not interfere with the performance of Executive's responsibilities to the Employer or violate the Employer's conflicts of interest or other applicable policies.

Compensation and Benefits.

Base Salary. During the Employment Period, the Employer will pay to Executive a base salary at the rate of $285,000 per year ("Base Salary''), less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Employer's payroll procedures from time to time. In accordance with the policies and procedures of the Compensation Committee (the "Committee") of the Bancorp Board, the Employer shall review Executive's total compensation at least annually and in its sole discretion may adjust Executive's total compensation from year to year, but during the Employment Period the Employer may not decrease Executive's Base Salary below $285,000; provided, however, that periodic increases in Base Salary, once granted, shall not be subject to revocation. The annual review of

Executive's total compensation will consider, among other things, changes in the cost of living, Executive's own performance and the Bancorp's consolidated performance.

Incentive Plans. During the Employment Period, Executive shall be entitled to participate, as determined by the Committee, in all incentive plans of the Employer applicable to senior executives of the Employer generally, including, without limitation, short-term and long-term incentive plans and equity compensation plans that shall be competitive with industry norms taking into consideration the complexity of the Company's strategies, operating performance, geography and other elements deemed appropriate, subject to eligibility requirements and terms and conditions of each such plan; provided, however, that nothing herein shall limit the ability of Employer to amend, modify or terminate any such plans, policies or programs at any time and from time to time.

Benefit Plans. During the Employment Period, Executive or Executive's dependents, as the case may be, shall be eligible for participation in all employee benefit plans, practices, policies and programs provided by the Employer applicable to senior executives of the Employer generally (the "Benefit Plans"), subject to eligibility requirements and terms and conditions of each such plan; provided, however, that nothing herein shall limit the ability of Employer to amend, modify or terminate any such benefit plans, policies or programs at any time and from time to time.

Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement, in accordance with the policies, practices and procedures of the Employer applicable to senior executives of the Employer generally, for all reasonable and necessary out-of-pocket expenses incurred by Executive in the performance of Executive's duties under this Agreement. Also including dues for country club memberships and civic organizations in which Executive is or shall become a member, not to exceed $20,000 in the aggregate per calendar year.

Vacation, Sick and Other Leave. During the Employment Period, Executive shall be entitled annually to a minimum of thirty (30) business days of paid vacation and shall be entitled to those number of business days of paid disability, sick and other leave specified in the employment policies of the Employer.

Automobile. None.

Termination of Employment.

Cause. The Employer may terminate Executive's employment with the Employer for Cause by providing written Notice of Termination. For purposes of this Agreement, "Cause" shall mean:

the material failure of Executive to perform Executive's duties with the Employer, other than any such failure resulting from Disability (as defined below), or to follow the lawful directives of the Bancorp Board, which failure is not cured within ten (10) days following Executive's receipt of written notice from the Bancorp Board specifying such failure;

ii.

Executive's engaging in any illegal conduct, gross misconduct, or gross negligence in connection with the Employer's business or relating to Executive's duties hereunder;

iii.

Executive's illegal use of controlled substances;

iv.

Executive's commission, charge with, indictment for, conviction of, or entry of a plea of nolo contendere or no contest with respect to: (A) any felony, or any misdemeanor involving fraud, dishonesty, moral turpitude, or a breach of trust (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Employer, or (B) any crime connected with the business of the Employer;

Executive's commission of or engagement in any act of fraud, misappropriation, theft, embezzlement or an act of comparable dishonesty, whether or not such act was committed in connection with the business of the Employer;

vi.

Executive's breach of fiduciary duty or breach of any of the covenants set forth in Section 11 of this Agreement;

vii.

Executive's breach of any material term or provision of this Agreement other than the covenants set forth in Section 11 of this Agreement, which breach (if curable) has not been cured within thirty (30) days of receipt of written notice of such breach from the Bancorp Board;

viii.

Executive's violation of the Employer's policy against harassment, its equal employment opportunity policy, or the Employer's code of business conduct, or a material violation of any other policy or procedure of the Employer; or

ix.

conduct by Executive that results in the permanent removal of Executive from Executive's position as an officer or employee of the Bancorp or the Bank pursuant to a written order by

any banking regulatory agency with authority or jurisdiction over the Bancorp or the Bank, as the case may be.

Good Reason. Executive may terminate Executive's employment with the Employer for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

a material diminution in Executive's authority, duties or responsibilities;

ii.

a material change in the geographic location at which Executive must regularly perform the services to be performed by Executive pursuant to this Agreement (other than a change in such geographic location to an office or other location closer to Executive's home residence); and

iii.

any other action or inaction that constitutes a material breach by the Employer of this Agreement; provided, however, that Executive must provide notice to the Employer of the condition Executive contends is Good Reason within 90 days after the initial existence of the condition, and the Employer must have a period of 30 days to remedy the condition. If the condition is not remedied within such 30-day period, then Executive must provide a Notice of Termination as set forth in Section 6(f) within 30 days after the end of the Employer's remedy period.

Without Cause. The Employer may terminate Executive's employment without Cause (a "Termination Without Cause").

Voluntary Termination. Executive may voluntarily, terminate Executive's employment without Good Reason (a "Voluntary Termination").

Death or Disability. Executive's employment with the Employer shall terminate automatically upon Executive's death during the Employment Period. If Executive is incapacitated by accident, sickness or otherwise so as to render Executive mentally or physically incapable of performing fully the services required of Executive under this Agreement (referred to herein as a "Disability") for a period of ninety (90) consecutive days or for an aggregate of one hundred twenty (120) business days during any twelve (12) month period, the Employer may terminate Executive's employment and this Agreement effective immediately after the expiration of either of such periods, upon giving Executive Notice of Termination. Notwithstanding the foregoing provision, if it is determined by the Employer that Executive has a "disability" as defined under the Americans with Disabilities Act, Executive's employment shall not be terminated on the basis of such disability unless it is first determined by the Employer after consultation with Executive that there is no reasonable accommodation which would permit Executive to perform the essential functions of Executive's position without imposing an undue hardship on the Employer.

Notice of Termination. Any termination (other than for death) shall be communicated by a Notice of Termination given in accordance with Section 14(i) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated and (iii) if the Termination Date (as defined below) is other than the date of receipt of such notice, specifies the Termination Date (which date shall be not more than 30 days after the giving of such notice, except as otherwise provided in Section 6(e)). The failure to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Disability, Cause or Good Reason shall not waive any right of Executive or the Employer hereunder or preclude Executive or the Employer from asserting such fact or circumstance in enforcing Executive's or the Employer's rights hereunder.

Termination Date. "Termination Date" means (i) if Executive's employment is terminated by the Employer for Cause or without Cause, the date of Executive's receipt of the Notice of Termination or a later date specified therein, as the case may be, (ii) if Executive's employment is terminated by Executive for Good Reason, the date of the Employer's receipt of the Notice of Termination, (iii) if Executive's employment is terminated by Executive as a Voluntary Termination, the date of the Employer's receipt of the Notice of Termination or a later date specified therein, as the case may be, and (iv) if Executive's employment is terminated by reason of death or Disability, the Termination Date shall be the date of death of Executive or the Disability Effective Date, as the case may be.

Obligations of the Employer Upon Termination.

Cause: Voluntary Termination. If, during the Employment Period, the Employer shall terminate Executive's employment for Cause or Executive shall terminate Executive's employment by a Voluntary

Termination, then Executive shall be entitled to receive the following (collectively, the "Accrued Amounts"):

any accrued but unpaid Base Salary and accrued but unused vacation, sick or other leave pay, which shall be paid on the pay date immediately following the Termination Date in accordance with the Employer's customary payroll procedures;

ii.

any earned but unpaid cash bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided, however, that if Executive's employment is terminated by the Employer for Cause, then any such accrued but unpaid cash bonus shall be forfeited;

iii.

reimbursement for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with the Employer's expense reimbursement policies, practices and procedures; and

iv.

such employee benefits, if any, as to which Executive may be entitled under the Benefit Plans as of the Termination Date.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following:

a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year;

ii.

a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs;

iii.

if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and

iv.

any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Death or Disability. If Executive's employment is terminated during the Employment Period on account of Executive's death or Disability, Executive (or Executive's estate or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum amount equal to the Pro-Rata Bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and one-half months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in

connection with Executive's Disability shall be provided in a manner that is consistent with federal and state law.

Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive's continuing or future participation in any plan, program, policy or practice provided by the Employer and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any contract or agreement with the Employer, except as expressly provided otherwise in this Agreement. Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Employer at or subsequent to the Termination Date shall be payable in accordance with such plan, policy, practice or program or such contract or agreement, except as expressly modified by this Agreement.

No Mitigation. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under Section 7 of this Agreement.

10.

Code Section 280G.

Certain Reductions in Agreement Payments. Anything in this Agreement to the contrary notwithstanding, in the event a nationally recognized independent accounting firm designated by the Employer and reasonably acceptable to Executive (the "Accounting Firm") shall determine that receipt of all payments or distributions by the Employer and its affiliates in the nature of compensation to or for Executive's benefit, whether paid or payable pursuant to this Agreement or otherwise (a "Payment"), would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine as required below in this Section 10(a) whether to reduce any of the Payments paid or payable pursuant to this Agreement (the "Agreement Payments") to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if Executive's Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if Executive's Agreement Payments were so reduced, then Executive shall receive all Agreement Payments to which Executive is entitled.

Accounting Firm Determinations. If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount, then the Employer shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 10 shall be binding upon the Employer and Executive and shall be made as soon as reasonably practicable and in no event later than 20 days following the Termination Date. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: first from Section 7(b)(iii), then from Section 7(b)(ii) and lastly from Section 7(b)(i). All fees and expenses of the Accounting Firm shall be borne solely by the Employer.

Overpayments; Underpayments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Employer to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (an "Overpayment") or that additional amounts which will have not been paid or distributed by the Employer to or for the benefit of Executive pursuant to this Agreement which should have been so paid or distributed (an "Underpayment''), in each case consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Employer or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment to the Employer together with interest at the applicable federal rate provided for in Section 7872(t)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Employer if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Employer to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

Definitions. The following terms shall have the following meanings for purposes of this Section 10:

"Reduced Amount" shall mean the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section 10(a).

ii.

"Net After-Tax Receipt" shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive's taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to Executive in the relevant taxable year(s).

11.

Restrictive Covenants.

Executive Acknowledgements. Executive acknowledges that (i) Executive has received good and valuable consideration in exchange for Executive's agreement to be bound by the restrictive covenants in this Section 11 and (ii) the Employer will provide certain benefits to Executive hereunder in reliance on such covenants in view of the unique and essential nature of the services Executive will perform on behalf of the Employer and the irreparable injury that would befall the Employer should Executive breach such covenants. Executive further acknowledges that Executive's services are of a special, unique and extraordinary character and that Executive's position with the Employer will place Executive in a position of confidence and trust with customers and employees of the Employer and its subsidiaries and affiliates and with the Employer's other constituencies and will allow Executive access to Trade Secrets and Confidential Information (each as defined below) concerning the Employer and its subsidiaries and affiliates. Executive further acknowledges that the types and periods of restrictions imposed by the covenants in this Section 11 are fair and reasonable, and that such restrictions will not prevent Executive from earning a livelihood.

Covenants. Having acknowledged the foregoing, Executive covenants and agrees with the Employer as follows:

While Executive is employed by the Employer and continuing thereafter, Executive shall not disclose or use any Confidential Information for any purpose other than as may be necessary and appropriate in the ordinary course of performing Executive's duties to the Employer during the Employment Period. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees that Executive shall fully cooperate with the Employer in maintaining the secrecy of the Confidential Information, to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Employer's rights or Executive's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (A) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Employer with prompt notice of such requirement so that the Employer may seek an appropriate protective order prior to any such required disclosure by Executive; or (B) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Employer to make any such reports or disclosures and shall not be required to notify the Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for: (C) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (C) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

ii.

customer of the Employer or its subsidiaries or affiliates, including, without limitation, actively sought prospective customers, with whom Executive had Material Contact (as defined below) during Executive's employment, for the purpose of engaging in, providing or selling Competitive Services (as defined below).

iii.

While Executive is employed by the Employer and for a period of 18 months thereafter, Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on Executive's own behalf or in the service or on behalf of others, carry on or engage in Competitive Services for a financial institution headquartered within the Restricted Territory.

iv.

While Executive is employed by the Employer and for a period of 18 months thereafter, Executive shall not (except on behalf of or with the prior written consent of the Employer), on Executive's own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit, directly or by assisting others, any employee of the Employer or its subsidiaries or affiliates, whether or not such employee is a full-time employee or a temporary employee of the Employer or its subsidiaries or affiliates, whether or not such employment is pursuant to a written agreement and whether or not such employment is for a determined period or is at will, to cease working for the Employer in order to go to work for a competitor of the Employer.

Executive agrees that Executive will not retain or destroy (except as set forth below), and will immediately return to the Employer on or prior to the date Executive's employment with the Employer ends, or at any other time the Employer requests such return, any and all property of the Employer that is in Executive's possession or subject to Executive's control, including, but not limited to, donor or customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Employer and its business (regardless of form, but specifically including all electronic files and data of the Employer), together with all Confidential Information belonging to the Employer or that Executive received from or through Executive's employment with the Employer. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in Executive's possession or control that belong to the Employer or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the date Executive's employment with the Employer ends, or at any other time the Employer requests, Executive shall (A) provide the Employer with an electronic copy of all of such files or information (in an electronic format that readily accessible by the Employer); (B) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Employer-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (C) provide a written certification to the Employer that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted.

Definitions. For purposes of this Section 11, the following terms shall be defined as set forth below:

"Competitive Services" shall mean the business of providing deposits, money market accounts, certificates of deposit or other typical retail banking deposit-type services or loans on a retail level, to individuals, businesses or non-profit entities in any State in the United States in which Employer has a retail bank branch at the time Executive's employment ceases.

ii.

"Confidential Information" shall mean data and information: (A) relating to the business of the Employer and its subsidiaries and affiliates, regardless of whether the data or information constitutes a trade secret; (B) disclosed to Executive or of which Executive becomes aware as a consequence of Executive's relationship with the Employer; (C) having value to the Employer; and (D) not generally known to competitors of the Employer. Confidential Information shall include, without limitation, trade secrets (as defined by applicable Jaw), methods of operation, names of customers, price lists, financial information and projections, personnel data and similar information; provided, however, that such term shall not mean data or information that (x) has been voluntarily disclosed to the public by the Employer, except where such public

disclosure has been made by Executive without authorization from the Employer, (y) has been independently developed and disclosed by others or (z) has otherwise entered the public domain through lawful means. In addition to data and information relating to the Employer and its subsidiaries and affiliates, "Confidential Information" also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Employer or its subsidiaries or affiliates by such third party, and that the Employer and/or its subsidiaries and affiliates have a duty or obligation to keep confidential. This definition shall not limit any definition of "confidential information" or any equivalent term under state or federal law.

iii.

"Material Contact" as to a customer or prospective customer shall mean (A) having dealings with a customer or prospective customer on behalf of the Employer or its subsidiaries or affiliates; (B) directly coordinating or supervising dealings with a customer or prospective customer on behalf of the Employer or its subsidiaries or affiliates; or (C) obtaining Confidential Information about a customer or prospective customer in the ordinary course of business as a result of Executive's employment with the Employer.

iv.

"Restricted Territory" shall mean the geographic territory within a 50-mile radius of each of the Employer's corporate office located at 6830 Old Dominion Drive, McLean, VA 22101; provided, however, that if the physical location of such office shall change during the Term, then the Restricted Territory shall mean the geographic territory within a 50-mile radius of the physical location of such office at such time and, in the event of the termination of Executive's employment, the Restricted Territory shall mean the geographic territory within a 50-mile radius of the physical location of such office on the Termination Date.

Equitable Remedies. The parties specifically acknowledge and agree that the remedy at law for any breach of the covenants contained in this Section 11 (the "Protective Covenants") will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Protective Covenants, the Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Employer and that money damages would not provide an adequate remedy to the Employer. Executive understands and agrees that if Executive violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Employer at law or in equity. The parties agree that, if the parties become involved in legal action regarding the enforcement of the Protective Covenants, the prevailing party in such action will be entitled, in addition to any other remedy, to recover from the non-prevailing party its or his reasonable costs and attorneys' fees incurred in such action. The Employer's ability to enforce its rights under the Protective Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or any other event or transaction.

Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, void-ness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Protective Covenant. If any of the provisions of the Protective Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Employer's legitimate business interests and may be enforced by the Employer to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

12.

Executive's Representations. Executive hereby represents to the Employer that the execution and delivery of this Agreement by Executive and the Employer and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive represents and warrants that Executive is not subject to any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or any other obligation to any former employer or to any other person or entity that conflicts in any way with Executive's ability to be employed by or perform services for the Employer. Executive will not disclose to the Employer or use on its behalf any proprietary or confidential information of any other party required to be kept confidential by Executive.

13.

Assignment and Successors.

Executive. This Agreement is personal to Executive and without the prior written consent of the Employer shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives.

The Employer. This Agreement shall inure to the benefit of and be binding upon the Employer and its successors and assigns. The Bancorp and the Bank will each require any successor to it (whether direct or indirect, by stock or asset purchase, merger, consolidation or otherwise) or to all or substantially all of its business or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent it would be required to perform it if no such succession had taken place.

14.

Miscellaneous.

Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.

Severability. If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.

Entire Agreement. Except as provided herein, this Agreement contains the entire agreement between the Employer and Executive with respect to the subject matter hereof and from and after the Effective Date supersedes and invalidates all previous employment agreements with Executive. No representations, inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.

Withholdings. Notwithstanding any other provision of this Agreement, the Employer shall withhold from any amounts payable or benefits provided under this Agreement any federal, state and local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

Compliance with Section 409A.

It is intended that this Agreement shall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section 409A, the same shall be reformed so as to meet the requirements of Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Employer has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A or compliance with the requirements thereof Neither Employer nor its directors, officers, employees, or advisers shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by Executive as a result of the application of Section 409A.

ii.

Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt "deferred compensation" for purposes of Section 409A of the Code ("Non-Exempt Deferred Compensation") would otherwise be payable or

distributable hereunder, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive by reason of such circumstance unless the circumstances giving rise to such payment event meet any description or definition of "separation from service" in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition).

iii.

To the extent Executive is a "specified employee" as defined in Section 409A, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Section 409A) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided, however, that if Executive dies following the Termination Date and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A, then such payments, distributions or benefits shall be paid or provided to the personal representative of Executive's estate within 30 days after the date of Executive's death.

If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive's federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any bonus, incentive-based, equity-based or other similar compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Employer which is subject to recovery under any Jaw, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Employer pursuant to any such law, government regulation or stock exchange listing requirement).

Governing Law. Except to the extent preempted by federal law, the laws of the State of Virginia shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

Arbitration. Except for any claim for injunctive relief hereunder or as provided in Section 11 hereof, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the rules and procedures of the American Arbitration Association. The place of arbitration shall be selected by the Employer. The decision of the arbitration panel shall be final and binding upon the parties, and judgment upon the award rendered by the arbitration panel may be entered by any court having jurisdiction. The parties agree that Executive and the Employer shall each bear one-half of the administrative expenses (filing and arbitrator costs) associated with the arbitration, and the prevailing party shall be entitled to reimbursement for the additional costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by such party in connection with any such dispute.

Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, by nationally recognized overnight courier service or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, when delivered by nationally recognized overnight courier service or, if mailed, five days after the date of deposit in the United States mail, as follows:

To the Employer:

SONABANK

6830 Old Dominion Drive

McLean, Virginia 22101

Attention: Board of Directors

To Executive:

At the most recent address on file for Executive with the Employer

Any party may change the address to which notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein.

Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 7, 10, 11 and 14(e)-G), the definitions of defined terms used therein and the remaining provisions of this Section 14 (to the extent necessary to effectuate the survival of the foregoing provisions) shall survive the termination of this Agreement and any termination of Executive's employment hereunder.

Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by all parties hereto that makes specific reference to this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Executive Employment Agreement as of the date first above written.

BANCORP

By:/s/ John F. Biagas________________________

Name:John F. Biagas

Title:Chairman of the Compensation Committee

BANK

By:/s/ Dennis J. Zember__________________________

Name:Dennis J. Zember, Jr.

Title:President and CEO

EXECUTIVE

___________________________

Stephen B. Weber

Exhibit 10.2

CHANGE-IN-CONTROL SEVERANCE AGREEMENT

This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this 1^st day of June, 2020 by and by and between (i) Southern National Bancorp of Virginia, Inc. (the “Company”) and Sonabank (the “Bank”) (collectively, the Company and the Bank shall be referred to as the “Employer”), and Mike Tyler (“Employee”), to be effective as of June 1, 2020 (the “Effective Date”).

BACKGROUND

WHEREAS, Employee will serve as the Treasurer of the Employer; and

WHEREAS, the Employer desires to promote the retention of Employee by offering certain protections in the event his employment is involuntarily terminated under certain circumstances in connection with a Change in Control (as defined herein).

NOW, THEREFORE, in consideration of the payments, consents and acknowledgements described below, in consideration of Employee’s employment with the Employer, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties agree as follows:

1.Term of Agreement. This Agreement shall terminate (subject to the survival of Section 6 hereof) on the earliest of (i) if Employee is entitled to benefits under Section 3 hereof and complies with the terms thereof, the date that the Employer satisfies its obligations pursuant to Section 3 hereof; (ii) the date of Employee’s termination of employment with the Employer for any reason other than a Qualifying Termination; or (iii) the first anniversary of a Change in Control.

2.Employment At-Will. Employee shall continue to be employed at-will and for no definite term. This means that either party may terminate the employment relationship at any time for any or no reason.

3.Termination of Employment due to a Qualifying Termination. In the event of Employee’s Qualifying Termination, Employer shall pay to Employee in a lump sum in cash within thirty (30) days after the date of termination, Employee’s Base Salary and any earned but unused paid-time off, in each case through the date of termination to the extent not theretofore paid (the “Accrued Benefits”) and the following severance benefits (the benefits provided in Section 3(a)(i), (ii) and (iii) being collectively referred to as the “Severance Benefits”):

(i) the Employer shall pay to Employee an amount equal to one and one-half (11/2) times Employee’s annual base salary at the rate in effect immediately prior to the Qualifying Termination, payable during the 18-month period immediately following Employee’s date of termination in approximately equal installments in accordance with the Bank’s regular payroll practices, commencing with the first regular payroll date to occur after the sixtieth (60^th) day after the date of termination; provided that the first such payment shall consist of all amounts payable to Employee pursuant to this Section 3(a)(i) between the date of termination and the first payroll date to occur after the sixtieth (60th) day following the date of termination;

(ii) if Employee elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Employee and/or Employee’s eligible

dependents would be entitled under Section 4980B of the Code (COBRA), then for the 18-month period following Employee’s date of termination (the “Group Health Benefits Continuation Period”), the Employer shall pay the excess of (1) the COBRA cost of such coverage over (2) the amount that Employee would have had to pay for such coverage if he had remained employed during the Group Health Benefits Continuation Period and paid the active employee rate for such coverage, provided, however, that (A) if Employee becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Employer’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Group Health Benefits Continuation Period shall run concurrently with any period for which Employee is eligible to elect health coverage under COBRA; (C) during the Group Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (D) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (E) Employee’s rights pursuant to this Section 3(a)(ii) shall not be subject to liquidation or exchange for another benefit.

(iii) Employee’s unvested equity awards outstanding on the Date of Termination, shall become fully vested and exercisable on the Date of Termination and shall otherwise remain subject to the terms and conditions of the equity plan pursuant to which they were granted and the award agreements evidencing the grant thereof.

Notwithstanding the foregoing, the Employer shall be obligated to provide the Severance Benefits only if (A) within forty-five (45) days after the date of termination Employee shall have executed a separation and full release of claims/covenant not to sue agreement in the form provided by the Employer (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Employee fully complies with the obligations set forth in Section 6 hereof. For the avoidance of doubt, if Employee does not comply with the obligations set forth in Section 6 hereof, then any obligation of the Employer to pay the Severance Benefits shall cease immediately upon Employee’s breach thereof.

4.Termination of Employment other than a Qualifying Termination. If Employee’s employment is terminated for any reason other than a Qualifying Termination, then the Employer shall have no further obligations to Employee or Employee’s legal representatives under this Agreement, other than for payment of Accrued Benefits, which shall be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days after the date of termination.

5.Definitions.

(a)“Cause” means a good faith determination by the Employer that any of the following has occurred: (i) Employee’s willful violation of any laws, rules or regulations applicable to banks or the banking industry generally; (ii) Employee’s material failure to comply with the Employer’s policies or guidelines of employment or corporate governance policies or guidelines, including, without limitation, any business code of ethics adopted by the Employer, that, if capable of being cured, is not cured by Employee within ten (10) days of written notice by the Employer of the failure; (iii) any act of fraud, misappropriation or embezzlement by Employee; (iv) a material breach of this Agreement that, if such breach is capable of being cured, is not cured by Employee within ten (10) days of written notice by the Employer of the breach; or (v) Employee’s conviction of, or Employee’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining).

(b)“Change in Control” shall have the same meaning as set forth in the Southern National Bancorp of Virginia, Inc. 2017 Equity Compensation Plan, as such plan may be amended from time to time.

(c)“Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Agreement, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(d)“Disability” means the inability of Employee, as reasonably determined by the Employer, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.

(e)“Good Reason” means the occurrence of any of the following, without Employee’s consent: (i) a material diminution in Employee’s Base Salary; (ii) a material diminution in Employee’s authority, duties, or responsibilities; (iii) the relocation of Employee’s principal office to a facility or location more than fifty (50) miles away from Employee’s principal place of work immediately prior to the relocation; provided, however, that Good Reason shall not include (A) any relocation of Employee’s principal office which is proposed or initiated by Employee; or (B) any relocation that results in Employee’s principal place office being closer to Employee’s then-principal residence; or (iv) any intentional, material breach by the Employer of this Agreement. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than thirty (30) days after the initial occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee. Good Reason shall not include Employee’s death or Disability.

(f)“Qualifying Termination” means Employee’s termination of employment during the Qualifying Termination Window by (A) the Employer without Cause (other than by reason of Employee’s death or Disability), or (B) Employee for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason. For the avoidance of doubt, in no event shall Employee be deemed to have experienced a Qualifying Termination as a result of Employee’s termination of employment with the Employer for any reason or no reason outside of the Qualifying Termination Window or as a result of Employee’s termination of employment with the Employer during the Qualifying Termination Window by reason of his (i) death, (ii) Disability, or (iii) voluntary resignation for any reason or no reason.

(g)“Qualifying Termination Window” means the sixty (60) day period immediately preceding a Change in Control or the one-year period immediately following a Change in Control.

6.Restrictions on Competition and Disclosure and Use of Confidential Information.

(a)Confidential Information. Employee agrees that Employee shall not, directly or indirectly, use any Confidential Information (as defined herein) on Employee’s own behalf or on behalf of any Person (as defined herein) other than the Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Employee further agrees that he shall fully cooperate with the Employer in maintaining the Confidential Information to the extent permitted by law. The parties

acknowledge and agree that this Agreement is not intended to, and does not, alter either the Employer’s rights or Employee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide the Employer with prompt notice of such requirement so that the Employer may seek an appropriate protective order prior to any such required disclosure by Employee.

Employee understands and acknowledges that nothing in this section limits his ability to initiate communications directly with, respond to any inquiry from, volunteer information to, or provide testimony before any government agency or otherwise participate in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under, or from receiving an award for information provided under, the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the Employer to engage in such communications with any government agency, respond to such inquiries from any government agency, provide Confidential Information or documents containing Confidential Information to any government agency, or make any such reports or disclosures to any government agency. Employee is not required to notify the Employer that Employee has engaged in such communications with a government agency. Employee recognizes and agrees that, in connection with any such activity outlined above, Employee must inform the government agency that the information Employee is providing is confidential.

Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any state or federal trade secret law for the disclosure of a trade secret under either of the following conditions:

●

Where the disclosure is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or

●

Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

For purposes of this Section 6, “Confidential Information” means any and all data and information relating to the Employer, their activities, business, or clients that (i) is disclosed to Employee or of which Employee becomes aware as a consequence of his employment with the Employer; (ii) has value to the Employer; and (iii) is not generally known outside of the Employer. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning the Employer: trade secrets (as defined by Virginia Uniform Trade Secrets Act); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer lists; customer files, data and financial information; details of customer contracts; current and anticipated customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar

information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Employer, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Employer. In addition to data and information relating to the Employer, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Employer by such third party, and that the Employer has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Employer. For purposes of this Section 6, “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(b)Non-competition. Beginning on the Effective Date and for a period continuing through the twelve (12) months following cessation of Employee’s employment with the Employer (the “Restricted Period”), Employee shall not, directly or indirectly, within any State in the United States where the Employer has a retail bank branch at the time Employee’s employment ceases, own any interest in, control or participate in the ownership or control of, or perform services that are the same as or substantially similar to the services Employee performed for the Employer pursuant to this Agreement for any company, person or entity engaged in a Competitive Business (as defined herein). A “Competitive Business” shall mean any person or entity that is providing deposits, money market accounts, certificates of deposit or other typical retail banking deposit-type services or loans on a retail level, to individuals, businesses or non-profit entities in any State in the United States in which the Employer has a retail bank branch at the time Employee’s employment ceases. Notwithstanding the foregoing, nothing in this Agreement shall prevent Employee from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly-traded voting securities of any company engaged in the banking, financial services, insurance, brokerage or other business similar to or competitive with the Employer (so long as Employee has no power to manage, operate or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded Employee in connection with any permissible equity ownership).

(c)Non-solicitation of Employees. During the Restricted Period, Employee shall not, directly or indirectly solicit, induce or hire, or attempt to solicit, induce or hire, any person who is an employee of the Employer at the time Employee’s employment ceases or within six (6) months prior thereto, to leave his or his employment with the Employer or join or become affiliated with any Competitive Business.

(d)Non-solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly solicit or induce or attempt to solicit or induce, any customer, lender, supplier, licensee, licensor or other business relation of the Employer to terminate its relationship or contracts with the Employer, to cease doing business with the Employer, or in any way interfere with the relationship between any such customer, lender, supplier, licensee, licensor or business relation and the Employer.

(e)Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the covenants in Section 6 will be inadequate, and that in the event Employee breaches any such covenant, the Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Employee from violating the covenant and to have the covenant specifically enforced by any court of competent jurisdiction, it being agreed that any breach would cause irreparable injury to the Employer and that money damages would not provide an adequate remedy to the Employer. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Employer at law or

in equity. The Employer and Employee understand and agree that, if the parties become involved in legal action regarding the enforcement of the covenants in Section 6, the prevailing party in such legal action will be entitled, in addition to any other remedy, to recover its reasonable costs and attorneys’ fees incurred in enforcing or defending action with respect to such covenants. The Employer’s ability to enforce its rights under the covenants in Section 6 or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction.

7.Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Employee’s continuing or future participation in any employee benefit plan, program, policy or practice provided by the Employer or its affiliated companies and for which Employee may qualify. Amounts that are vested benefits or which Employee is otherwise entitled to receive under any plan, policy, practice or program of the Employer or any of its affiliated companies at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program.

8.Full Settlement; No Mitigation. The Employer’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Employer may have against Employee or others. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Employee obtains other employment.

9.Successors. This Agreement is personal to Employee and shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives. This Agreement can be assigned by the Employer and shall be binding and inure to the benefit of the Employer, and their successors and assigns.

10.Code Section 409A.

(a)General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code) (“Section 409A of the Code”). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Employer nor its directors, officers, employees or advisers, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.

(b)Definitional Restrictions. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder by reason of Employee’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Employee by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service,” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, then, subject to subsection (c) below, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

(c)Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Employer under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after Employee’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

(d)Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Employee’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then such payment or benefit (including any installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60^th day after the date of termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Employer may elect to make or commence payment at any time during such period.

(e)Timing of Reimbursements and In-kind Benefits. If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

11.Modified Cutback of Compensation Deemed to be Contingent on a Change of Control. If any benefits or payments are to be made under the terms of this Agreement or any other agreement between Employee and the Employer following a transaction that constitutes a change in the ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer such that the provisions of Section 280G of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (“Code Section 280G”) or Section 4999 of the Internal Revenue Code and any regulations thereunder could potentially apply to such compensation, then the following provisions shall be applicable:

(a)In the event the independent accountants serving as auditors for the Employer on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Employer) determine that some or all of the payments or benefits scheduled under this Agreement, as well as any other payments or benefits on such change of control, would be nondeductible by the Employer under Code Section 280G, then the payments scheduled under this Agreement and all other agreements between Employee and the Employer will be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible. Any reduction of benefits or payments required to be made under this Section 11(a) shall be taken in the following order: first from cash compensation and then from payments or benefits not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of determination.

(b)Notwithstanding the foregoing Section 11(a), in the event the independent accountants serving as auditors for the Employer on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Employer) determine that the net economic benefit to Employee after payment of all income and excise taxes is greater without giving effect to Section 11(a) than Employee’s net economic benefit after a reduction by reason of the application of Section 11(a), then Section 11(a) shall be a nullity and without any force or effect. Any decisions regarding the requirement or implementation of the reductions to compensation described in Section 11(a) shall be made by the independent accountants serving as auditors for the Employer on the date of a change of control within the meaning of Code Section 280G (or any other accounting firm designated by the Employer), shall be made at the Employer’s expense and shall be binding on the parties.

12.Regulatory Action.

(a)If Employee is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order.

(b)If Employee is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate (in whole or in part) any of its obligations which were suspended.

(c)If the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default.

(d)All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of the Employer (1) by the director of the FDIC or his or his designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer is determined by the Director to be in an unsafe and unsound condition.

(e)Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).

13.Miscellaneous.

(a)Applicable Law; Forum Selection; Consent to Jurisdiction. The Employer and Employee agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Virginia without giving effect to its conflicts of law principles. Employee agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the Circuit Court of Fairfax County or the federal court encompassing that jurisdiction, at the option of the Employer. With respect to any such court action, Employee hereby irrevocably submits to the personal jurisdiction of such courts. The parties hereto further agree that the

courts listed above are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.

(b)Non-Duplication. Notwithstanding anything to the contrary in this Agreement, and except as specifically provided below, any severance payments or benefits received by Employee pursuant to this Agreement shall be in lieu of any general severance policy or other severance plan maintained by the Employer (other than a stock option, restricted stock, share or unit, performance share or unit, supplemental retirement, deferred compensation or similar plan or agreement which may contain provisions operative on a termination of Employee’s employment or may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment).

(c)Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(d)Amendments. This Agreement may not be amended or modified otherwise than-by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(e)Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:

On file with the Employer

If to the Employer:

10900 Nuckols Road, Suite 325

Glen Allen, VA 23060

Attention: CEO

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(g)Withholding. The Employer may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(h)Waivers. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.

(i)Entire Agreement. This Agreement contains the entire agreement between the Employer and Employee with respect to the subject matter hereof and, from and after the date hereof, this Agreement shall supersede any other agreement, written or oral, between the parties relating to the subject matter of this Agreement, including but not limited to any prior discussions, understandings, and/or agreements between the parties, written or oral, at any time.

(j)Construction. The parties understand and agree that because they both have been given the opportunity to have counsel review and revise this Agreement, the normal rule of construction to

the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Agreement shall be construed as a whole, and according to its fair meaning, and not strictly for or against either of the parties.

(k)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

(Signatures on following page)

IN WITNESS WHEREOF, Employee has hereunto set Employee’s hand and the Employer has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

/s/ Mike Tyler

Mike Tyler

/s/ Dennis J. Zember

SOUTHERN NATIONAL

BANCORP OF VIRGINIA, INC.

By: Dennis J. Zember, Jr.

Its: President/CEO

SONABANK

By: Dennis J. Zember, Jr.

Its: President/CEO

Exhibit 10.3

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 10th day of January, 2021, by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the "Bancorp"), SONABANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and MATTHEW SWITZER ("Executive").

BACKGROUND

WHEREAS, the expertise and experience of Executive in the financial institutions industry are valuable to the Employer;

WHEREAS, the Employer and Executive desire to enter into this Agreement to establish the scope, terms and conditions of Executive's continued employment by the Employer;

Effective Date. The effective time and date of this Agreement shall be deemed to be 5:00 p.m. on the date of its making first set forth above (the "Effective Date").

Employment. Executive is employed as the Chief Financial Officer of the Bank. Executive's responsibilities, duties, prerogatives and authority in such offices shall be those customary for persons holding such offices of institutions in the financial institutions industry, as well as such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and designated from time to time by the Board of Directors of the Bancorp (the "Bancorp Board"). Executive will report directly the Chief Executive Officer of the Bank.

Compensation and Benefits.

Executive's total compensation will consider, among other things, changes in the cost of living, Executive's own performance and the Bancorp's consolidated performance.

Termination of Employment.

Cause. The Employer may terminate Executive's employment with the Employer for Cause by providing written Notice of Termination. For purposes of this Agreement, "Cause" shall mean:

ii.

Executive's engaging in any illegal conduct, gross misconduct, or gross negligence in connection with the Employer's business or relating to Executive's duties hereunder;

iii.

Executive's illegal use of controlled substances;

iv.

vi.

Executive's breach of fiduciary duty or breach of any of the covenants set forth in Section 11 of this Agreement;

vii.

viii.

ix.

conduct by Executive that results in the permanent removal of Executive from Executive's position as an officer or employee of the Bancorp or the Bank pursuant to a written order by

any banking regulatory agency with authority or jurisdiction over the Bancorp or the Bank, as the case may be.

Good Reason. Executive may terminate Executive's employment with the Employer for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

a material diminution in Executive's authority, duties or responsibilities;

ii.

iii.

Without Cause. The Employer may terminate Executive's employment without Cause (a "Termination Without Cause").

Voluntary Termination. Executive may voluntarily, terminate Executive's employment without Good Reason (a "Voluntary Termination").

Obligations of the Employer Upon Termination.

Cause: Voluntary Termination. If, during the Employment Period, the Employer shall terminate Executive's employment for Cause or Executive shall terminate Executive's employment by a Voluntary

Termination, then Executive shall be entitled to receive the following (collectively, the "Accrued Amounts"):

ii.

iii.

iv.

such employee benefits, if any, as to which Executive may be entitled under the Benefit Plans as of the Termination Date.

ii.

iii.

iv.

any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

connection with Executive's Disability shall be provided in a manner that is consistent with federal and state law.

No Mitigation. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under Section 7 of this Agreement.

10.

Code Section 280G.

Definitions. The following terms shall have the following meanings for purposes of this Section 10:

ii.

11.

Restrictive Covenants.

Covenants. Having acknowledged the foregoing, Executive covenants and agrees with the Employer as follows:

ii.

iii.

iv.

Definitions. For purposes of this Section 11, the following terms shall be defined as set forth below:

ii.

iii.

iv.

12.

13.

Assignment and Successors.

14.

Miscellaneous.

Compliance with Section 409A.

ii.

iii.

To the Employer:

SONABANK

6830 Old Dominion Drive

McLean, Virginia 22101

Attention: Board of Directors

To Executive:

At the most recent address on file for Executive with the Employer

Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by all parties hereto that makes specific reference to this Agreement.

(Signatures on following page)

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Executive Employment Agreement as of the date first above written.

BANCORP

By:/s/ John F. Biagas___________

Name:John F. Biagas

Title:Chairman of the Compensation Committee

BANK

By:/s/ Dennis J. Zember, Jr._____

Name:Dennis J. Zember, Jr.

Title:President and CEO

EXECUTIVE

_________________________

Matthew Switzer

Exhibit 31.1

CERTIFICATIONS

I, Dennis J. Zember, Jr., certify that:

1. I have reviewed this report on Form 10-Q of Primis Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 10, 2021		/s/ Dennis J. Zember
		Dennis J. Zember, Jr.
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Matthew Switzer, certify that:

1. I have reviewed this report on Form 10-Q of Primis Financial Corp.;

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 10, 2021		/s/ Matthew Switzer
		Matthew Switzer,
		Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Primis Financial Corp. (“Primis”) on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of Primis hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that based on their knowledge and belief: 1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Southern National as of and for the periods covered in the Report.


/s/ Dennis J. Zember, Jr.,
Dennis J. Zember, Jr.,
President and Chief Executive Officer


/s/ Matthew Switzer
Matthew Switzer
Executive Vice President and Chief Financial Officer


May 10, 2021