Change in Certifying Accountants Form 8 K

Item 4.01(a)-Independent Registered Accounting Firm Declines to Stand for Re-Appointment

On September 17, 2024, Forvis Mazars, LLP ("Forvis") notified Primis Financial Corp. (the "Company") that Forvis will decline to stand for re-appointment as the Company's independent registered public accounting firm for the year ending December 31, 2024. Forvis' decision to not stand for re-appointment was subsequently ratified and approved by the Audit Committee of the Company on September 19, 2024. The Company will continue to engage Forvis for the audit of the financial statements for the year ending December 31, 2023, for the restatement of the Company's previously-issued unaudited interim consolidated financial statements as of and for the three months ended March 31, 2023, the three and six months ended June 30, 2023, and the three and nine months ended September 30, 2023 (as previously disclosed on the Company's Form 8-K filed on March 1, 2024), and review of the Company's interim financial statements for the quarter ending March 31, 2024.

The audit report of Forvis on the Company's consolidated financial statements for the year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The Company believes the forthcoming audit report for the year ended December 31, 2023 will also not contain an adverse opinion or a disclaimer of opinion, nor be qualified or modified as to uncertainty, audit scope or accounting principles.

In the years ended December 31, 2023 and 2022 and in the subsequent interim period through September 17, 2024, there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Forvis on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Forvis, would have caused Forvis to make reference to the matter in its report on the consolidated financial statements for such periods.

In the years ended December 31, 2023 and 2022 and in the subsequent interim period through September 17, 2024, there were no "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses in the Company's internal control over financial reporting expected to be disclosed in the Company's forthcoming Annual Report on Form 10-K for the year ended December 31, 2023 and for the forthcoming Restated Annual Report on Form 10-K/A for the year ended December 31, 2022 as previously reported in the Company's Form 8-K, as filed with the Securities and Exchange Commission on March 1, 2024 and September 12, 2024. The Company provided an overview of the expected material weaknesses in the aforementioned Form 8-Ks and will provide full details in the forthcoming 10-Ks but details of the expected disclosures in the Form 10-Ks are described below:

Form 10-K/A for the fiscal year ended December 31, 2022: The material weakness identified for the year ended December 31, 2022 related to the accounting evaluation for a complex agreement with a third-party that originates and manages a portfolio of consumer loans for the Company. The existing process did not appropriately facilitate a thorough evaluation of the agreements and transaction and did not include the involvement of individuals with the necessary expertise to enable identification of complex accounting matters in the agreement and to conclude on them. Management is currently remediating the material weakness including design of and testing new controls related to the accounting related to the weakness.