Fulk Rickey Allen 4

What Happened

• Rickey Allen Fulk, EVP and President of Primis Financial Corp. (FRST), had 2,297 derivative awards convert to 2,297 common shares (transaction code M) on March 5, 2026. The filing shows an acquisition of 2,297 shares at $0.00 (conversion/exercise) and a simultaneous disposition of the same 2,297 shares at $0.00. No cash value is recorded in the Form 4 for these entries (listed as $0.00), indicating a conversion/vesting event rather than a cash purchase or sale of market shares.

Key Details

• Transaction date: March 5, 2026; Form 4 filed: March 6, 2026 (timely filing).
• Price per share listed: $0.00 for both the acquisition and disposition (derivative conversion).
• Net change in beneficial ownership: none (2,297 acquired and 2,297 disposed).
• Shares noted in filing: includes 941 shares held jointly with spouse, 1,626 shares held in an IRA, and 3,500 shares of restricted stock (these items are disclosed in footnotes — combined mention totals 6,067 shares across those accounts).
• Footnotes of note:
  • F4: Performance-based restricted stock units (PSUs) convert 1:1 into common shares.
  • F5: One‑third of the 2025 PSUs vested on March 5, 2026 (the date of this conversion).
  • F6: Remaining PSUs are eligible to vest in 2028.
• The filing does not state the reason for the immediate disposition (e.g., tax withholding, sale to cover withholding, or other), so no inference about intent should be made.

Context

• This was a derivative conversion/vesting event (PSUs converting to shares) rather than an open‑market buy or typical sale. Such conversions often produce a brief acquisition and immediate disposition on the same date; purchases are generally considered a stronger bullish signal than routine vesting conversions.