Primis Financial Corp. (FRST): debt financing — Primis Financial sale-leaseback of 18 branches expects $50M pre-tax gain, 13.2% TBV accretion

Primis Financial Corp.

Sale of 18 branch properties for ~$58M; pre-tax gain of $50M ($38M after-tax, $1.54 per share).
20-year triple-net lease with 2% annual rent escalations; annual lease expense ~$5.4M (net of depreciation).
Securities portfolio restructuring of $144M (yield 1.92%) with expected pre-tax loss of $14.8M; reinvested at ~4.50%.
Subordinated debt reduced by ~$27M; remainder at ~9.50% expected to be refinanced; annual earnings improvement ~$3M.
BOLI restructuring costs <$100K; annual earnings improvement ~$1.2M. Pro forma 3Q25 net income up 15%.

item 1.01 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Primis Financial Corp. incurred lease obligation of $4.7 million per annum with FNLR Mud LLC maturing 20 years.

Instrument: lease obligation
Principal: $4.7 million per annum
Counterparty: FNLR Mud LLC
Maturity: 20 years
Event: incurrence

Exact text from the filing

Concurrent with the closing, Seller and FNLR Mud LLC, a Delaware limited liability company ("Landlord"), entered into a master lease agreement (the "Lease Agreement") for the Properties under which Seller, as tenant, will lease each of the Properties from Landlord. The initial lease term shall be 20 years, which may be extended, at the Bank's option, for an additional 20 year term. The Lease Agreement shall constitute a triple net lease under which the Bank as tenant shall be responsible for base rent for each of the Properties, which during the initial term shall be, in the aggregate, $4.7 million per annum ("Base Rent") plus additional operational charges.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Primis Financial Corp. entered into Guaranty of Lease with Landlord (effective 2025-12-05).

Action: entry
Agreement: lease
Counterparty: Landlord
Effective: 2025-12-05

Exact text from the filing

Concurrent with the closing, the Company entered into a Guaranty of Lease (the “Guaranty”) in favor of the Landlord, providing for the guaranty of the Bank’s obligations under the Lease Agreement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Primis Financial Corp. entered into Agreement for Purchase and Sale of Property with entities affiliated with MountainSeed Real Estate Services, LLC and Fortress Investment Group valued at approximately $58 million (effective 2025-12-05).

Action: entry
Agreement: asset purchase
Counterparty: entities affiliated with MountainSeed Real Estate Services, LLC and Fortress Investment Group
Value: approximately $58 million
Effective: 2025-12-05

Exact text from the filing

On December 5, 2025 (the “Effective Date”), Primis Bank (the “Bank” or “Seller”), a Virginia state chartered bank and wholly-owned subsidiary of Primis Financial Corp. (the “Company”), and entities affiliated with MountainSeed Real Estate Services, LLC and Fortress Investment Group (“Buyer”), entered into an Agreement for Purchase and Sale of Property (the “Sale Agreement”), which provides for the sale to the Buyer of 18 properties owned and operated as retail banking branches of the Bank (the “Properties”) for an aggregate purchase price of approximately $58 million

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Primis Financial Corp. entered into master lease agreement with FNLR Mud LLC valued at $4.7 million per annum (effective 2025-12-05).

Action: entry
Agreement: lease
Counterparty: FNLR Mud LLC
Value: $4.7 million per annum
Effective: 2025-12-05

Exact text from the filing

Concurrent with the closing, Seller and FNLR Mud LLC, a Delaware limited liability company (“Landlord”), entered into a master lease agreement (the “Lease Agreement”) for the Properties under which Seller, as tenant, will lease each of the Properties from Landlord. The initial lease term shall be 20 years, which may be extended, at the Bank’s option, for an additional 20 year term. The Lease Agreement shall constitute a triple net lease under which the Bank as tenant shall be responsible for base rent for each of the Properties, which during the initial term shall be, in the aggregate, $4.7 million per annum (“Base Rent”)

View on SEC.gov

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Primis Financial Corp. filing history →

Source: SEC EDGAR

accession 0001104659-25-119089

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