{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-119089","form_type":"8-K","ticker":"FRST","cik":"0001325670","company_name":"Primis Financial Corp.","filed_at":"2025-12-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.092415+00:00","generated_at":"2026-05-16T13:56:01.829798+00:00","sec_items":["1.01","2.03","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Primis Financial sale-leaseback of 18 branches expects $50M pre-tax gain, 13.2% TBV accretion","bullets":["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%."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-119089","json":"https://secwatch.observer/filing/0001104659-25-119089.json","markdown":"https://secwatch.observer/filing/0001104659-25-119089.md","text":"https://secwatch.observer/filing/0001104659-25-119089.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/tm2532877d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:56:01.829798+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"cb1cee8b3627159d3d5c330ec9fc486e579df834","claim":"Primis Financial Corp. incurred lease obligation of $4.7 million per annum with FNLR Mud LLC maturing 20 years.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001493152-26-021548","ticker":"BNC","company_name":"CEA Industries Inc.","filed_at":"2026-05-06T23:59:59+00:00","headline":"CEA Industries President/Director McDonald resigns; enters $10M loan at 9.5% with BitGo Prime","event_type":"other_material","sec_items":["1.01","2.03","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021548","json":"https://secwatch.observer/filing/0001493152-26-021548.json","markdown":"https://secwatch.observer/filing/0001493152-26-021548.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1482541/000149315226021548/0001493152-26-021548-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1482541/000149315226021548/form8-k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"On April 30, 2026, the parties to the Loan Agreement agreed to a loan request for 10 million USDC at a loan fee amount of 9.5% per annum and an initial maturity date of October 30, 2026, with option to renew for additional 6-month terms on a rolling basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1482541/000149315226021548/0001493152-26-021548-index.htm"}},{"accession":"0001437749-26-014595","ticker":"TRCK","company_name":"Track Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Track Group completes $10.3M PIPE and $21M term loan, reduces net debt 63%","event_type":"other_material","sec_items":["1.01","5.02","2.03","3.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-014595","json":"https://secwatch.observer/filing/0001437749-26-014595.json","markdown":"https://secwatch.observer/filing/0001437749-26-014595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/trkg20260430_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"On April 30, 2026, the Company and certain subsidiaries of the Company (together with the Company, collectively, the “ Borrowers ”) entered into a Credit Agreement (the “ Credit Agreement ”) by and among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Chatham Capital Management, LLC, as administrative agent for the Lenders (the “ Administrative Agent ”). Pursuant to the Credit Agreement, the Lenders extended a credit facility in the maximum aggregate principal amount of $24.0 million, consisting of (a) a term loan (the “ Term Loan ”) in the principal amount of $21.0 million, which was funded in full on April 30, 2026, (b) a revolving line of credit in the principal amount of $2.0 million and (c) an interest line loan facility (the “ Interest Line Loan Facility ”) in the principal amount of $1.0 million.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm"}},{"accession":"0001213900-26-052884","ticker":"MSPR","company_name":"MSP Recovery, Inc.","filed_at":"2026-05-06T23:59:59+00:00","headline":"MSP Recovery secures $275K in discretionary advances from Hazel and Virage; appoints CRO amid liquidity strain","event_type":"other_material","sec_items":["1.01","2.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-052884","json":"https://secwatch.observer/filing/0001213900-26-052884.json","markdown":"https://secwatch.observer/filing/0001213900-26-052884.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802450/000121390026052884/0001213900-26-052884-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802450/000121390026052884/ea0289507-8k_msprecovery.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"On May 1, 2026, MSP Recovery, Inc. (the “Company”), through its subsidiaries, entered into a letter agreement with Hazel Partners Holdings LLC (“Hazel”), in its capacity as administrative agent and lender under the Company’s existing working capital credit facility (the “Hazel Letter Agreement”) to provide $0.1 million to be used primarily for operating expenses.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1802450/000121390026052884/0001213900-26-052884-index.htm"}},{"accession":"0001140361-26-018597","ticker":"PS","company_name":"PERSHING SQUARE INC.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Pershing Square Inc. completes IPO and private placement; enters $350M credit facility","event_type":"other_material","sec_items":["1.01","2.03","3.02","8.01","5.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018597","json":"https://secwatch.observer/filing/0001140361-26-018597.json","markdown":"https://secwatch.observer/filing/0001140361-26-018597.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2026053/000114036126018597/0001140361-26-018597-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2026053/000114036126018597/ny20040230x31_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"on April 30, 2026, the Company and a syndicate of banks, led by Bank of America, N.A., as administrative agent, entered into a credit agreement (the “ Credit Agreement ”). The Credit Agreement consists of (i) a senior secured revolving credit facility (the “ Revolving Facility ”) in an aggregate principal amount of $250,000,000 and (ii) a senior secured term loan facility in an aggregate principal amount of $100,000,000","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2026053/000114036126018597/0001140361-26-018597-index.htm"}},{"accession":"0001213900-26-051696","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Subsidiary SG Echo LLC files Chapter 11; Olenox continues normal operations","event_type":"other_material","sec_items":["1.03","2.04","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing","same SEC item: 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-051696","json":"https://secwatch.observer/filing/0001213900-26-051696.json","markdown":"https://secwatch.observer/filing/0001213900-26-051696.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026051696/0001213900-26-051696-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026051696/ea0289100-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"The filing of the Chapter 11 Case constitutes an event of default that accelerated obligations under the following material debt instruments and agreements: (i) approximately $4 million (plus any accrued but unpaid interest in respect thereof) under that certain Loan and Security Agreement between SG Echo, LLC and Enhanced Capital Oklahoma Rural Fund, LLC, dated as of September 20, 2024 (the “Enhanced Loan Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026051696/0001213900-26-051696-index.htm"}},{"accession":"0001628280-26-029840","ticker":null,"company_name":"Ares Core Infrastructure Fund","filed_at":"2026-05-04T23:59:59+00:00","headline":"Ares Core Infrastructure Fund acquires Rover Pipeline subsidiaries, assumes ~$1.09B term loan debt","event_type":"other_material","sec_items":["2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing","same SEC item: 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-029840","json":"https://secwatch.observer/filing/0001628280-26-029840.json","markdown":"https://secwatch.observer/filing/0001628280-26-029840.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2031750/000162828026029840/0001628280-26-029840-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2031750/000162828026029840/aci-20260428.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"On April 28, 2026, in connection with an investment in a portfolio company, Ares Core Infrastructure Fund (the “Fund”) acquired two wholly owned indirect subsidiaries, BCP Renaissance Parent L.L.C. (the “Rover Borrower”) and BCP Renaissance, L.L.C. (the “ Rover Borrower Subsidiary”), who are parties to a Credit Agreement, dated as of October 31, 2017 (as amended, the “Rover Credit Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2031750/000162828026029840/0001628280-26-029840-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 7.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 7.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1325670/000110465925119089/0001104659-25-119089-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}