Wood Cheryl 4

What Happened
Cheryl Wood, Executive Vice President and Chief Administrative Officer of Primis Financial Corp. (FRST), had performance-based restricted stock units (PSUs) convert to 3,469 shares of common stock on March 5, 2026 (transaction code M — exercise/conversion of derivative). All reported transactions show a $0 per-share price and $0 total cash exchanged. On the same date, 1,500 and 1,969 of those shares were reported as disposed at $0, which commonly reflects shares withheld to satisfy tax withholding or similar obligations rather than open-market sales.

Key Details

• Transaction date(s): March 5, 2026; Form 4 filed March 6, 2026 (timely).
• Reported transactions: +3,469 shares acquired via derivative conversion; 1,500 and 1,969 shares disposed; all at $0.00 per share.
• Shares owned after transaction: not specified in the filing.
• Footnotes of note:
  • F1: Includes 3,000 shares of Restricted Stock.
  • F2: PSUs convert to issuer common stock on a 1:1 basis.
  • F3: 2020 PSUs vested on March 5, 2026 based on performance.
  • F4: One-third of 2025 PSUs vested on March 5, 2026 based on performance.
  • F5–F6: Remaining PSUs eligible to vest in 2027 and 2028.
• Transaction type: conversion/vesting of performance-based awards (not a market purchase or sale).

Context
These transactions reflect vesting/conversion of performance-based awards rather than an open-market trade. Disposals reported at $0 typically indicate shares were withheld to cover taxes or similar obligations, which is a routine administrative step and not a directional bet on the stock. PSUs vested based on achievement of performance metrics (per footnotes) and convert 1-for-1 into common shares.