Zember Dennis J JR 4

What Happened
Dennis J. Zember Jr., President, CEO and Director of Primis Financial Corp. (FRST), had 50,964 performance-based derivative awards convert to common stock on March 5, 2026 (recorded as exercise/conversion, code M) at $0.00 per share. The filing shows those 50,964 shares were then disposed in two derivative transactions (42,105 and 8,859 shares), also recorded at $0.00, resulting in no net increase in shares from this vesting event.

Key Details

• Transaction date: March 5, 2026 (reported March 6, 2026 — timely filing).
• Prices / values: all transactions recorded at $0.00 per share; total cash value shown $0.
• Counts: 50,964 shares converted; disposals of 42,105 and 8,859 shares (total disposed = 50,964). Net change from this event = 0 shares retained.
• Shares owned after transaction: the filing does not disclose total post-transaction holdings (the vesting event itself produced no net increase).
• Relevant footnotes:
  • F2: PSUs convert 1:1 to common stock.
  • 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.
  • F1: Ownership disclosures include 13,500 shares of restricted stock.
  • F5/F6: Other PSU tranches remain eligible to vest in 2027 and 2028.

Context
The filing records a conversion/vesting of performance-based restricted stock units (PSUs) rather than an open-market purchase or voluntary sale. All converted shares were immediately disposed per the filing; such immediate disposals are commonly used to satisfy tax withholding or settlement obligations, but the Form 4 does not specify the reason. This transaction reflects compensation vesting activity, not a cash purchase or a demonstrative buy/sell opinion by the insider.