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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Primis Financial Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
74167B109 (CUSIP Number) |
Deborah Sykes
11682 El Camino Real, Suite 320,
San Diego, CA, 92130
858-756-8300
11682 El Camino Real, Suite 320,
San Diego, CA, 92130
858-756-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/09/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 74167B109 |
| 1 |
Name of reporting person
Castle Creek Capital Partners VII, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,330,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
SCHEDULE 13D
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| CUSIP Number(s): | 74167B109 |
| 1 |
Name of reporting person
Castle Creek Capital VII LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,330,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Primis Financial Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1676 International Drive, Suite 900, McLean,
VIRGINIA
, 22102. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D filed on June 27, 2017 (as previously amended by Amendment No, 1, filed on November 11, 2020, Amendment No 2, filed on November 19, 2020, Amendment No. 3, filed on December 18, 2020, and Amendment No. 4, filed on February 23, 2021, the "Schedule 13D") with the U.S. Securities and Exchange Commission (the "SEC"), relating to the shares of common stock, par value $0.01 per share ("Common Stock"), of Primis Financial Corp. (the "Issuer" or the "Company"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 5 that are not otherwise defined herein have the meanings attributed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:
Between February 5, 2026 and April 10, 2026 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 556,690 shares of Common Stock for proceeds of $7,721,743.97, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 1,330,674 shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows:
Fund VII owns 1,330,674 shares of the Common Stock, which represents approximately 5.4%* of the Common Stock.
*This calculation is based on 24,699,185 shares of Common Stock of the Company outstanding as of February 27, 2026, as reported in the Company's annual report on Form 10-K filed with the SEC on March 16, 2026. | |
| (b) | Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 1,330,674 shares of Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D:
(i) 28,401 shares of Common Stock sold on February 5, 2026 at a weighted average price of $14.19 per share (in multiple open market, broker-assisted transactions ranging from $14.15 to $14.46 per share, inclusive); (ii) 59,086 shares of Common Stock sold on February 9, 2026 at a weighted average price of $14.18 per share (in multiple open market, broker-assisted transactions ranging from $14.10 to $14.27 per share, inclusive); (iii) 3,134 shares of Common Stock sold on February 10, 2026 at a weighted average price of $14.21 per share (in multiple open market, broker-assisted transactions ranging from $14.20 to $14.245 per share, inclusive); (iv) 24,881 shares of Common Stock sold on February 11, 2026 at a weighted average price of $14.10 per share (in multiple open market, broker-assisted transactions ranging from $14.05 to $14.345 per share, inclusive); (v) 7,348 shares of Common Stock sold on February 12, 2026 at a weighted average price of $14.08 per share (in multiple open market, broker-assisted transactions ranging from $14.05 to $14.26 per share, inclusive); (vi) 2,433 shares of Common Stock sold on February 13, 2026 at a price of $14.05 per share; (vii) 28,118 shares of Common Stock sold on February 18, 2026 at a weighted average price of $14.06 per share (in multiple open market, broker-assisted transactions ranging from $14.05 to $14.15 per share, inclusive); (viii) 75,000 shares of Common Stock sold on March 30, 2026 at a weighted average price of $13.09 per share (in multiple open market, broker-assisted transactions ranging from $13.05 to $13.15 per share, inclusive); (ix) 18,000 shares of Common Stock sold on March 31, 2026 at a weighted average price of $13.22 per share (in multiple open market, broker-assisted transactions ranging from $13.15 to $13.30 per share, inclusive); (x) 589 shares of Common Stock sold on April 1, 2026 at a price of $13.40 per share; (xi) 243,700 shares of Common Stock sold on April 9, 2026 at a weighted average price of $14.06 per share (in multiple open market, broker-assisted transactions ranging from $14.00 to $14.11 per share, inclusive); and (xii) 66,000 shares of Common Stock sold on April 10, 2026 at a weighted average price of $13.87 per share (in multiple open market, broker-assisted transactions ranging from $13.85 to $13.95 per share, inclusive). | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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