FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Leibson Marie Taylor
  2. Issuer Name and Ticker or Trading Symbol
Primis Financial Corp. [FRST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Credit Officer
(Last)
(First)
(Middle)
13021 HADDONFIELD LANE
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2024
(Street)

GAINESVILLE, VA 20155
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/22/2024   M   4,000 A $ 10.47 55,378.88 (1) (2) D  
Common Stock               9,053 (3) I By 401K Plan
Common Stock               592.814 (4) I By Spouse IRA

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 10.47 07/22/2024   M     4,000 07/22/2015 07/22/2024 Common Stock 4,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 11.43             06/19/2016 06/19/2025 Common Stock 5,000   5,000 D  
Employee Stock Option (right to buy) $ 11.99             06/17/2017 06/17/2026 Common Stock 5,500   10,500 D  
Performance-based Restricted Stock Units (5)             03/15/2026 03/15/2026 Common Stock 1,500   1,500 D  
Performance-based Restricted Stock Units (5)             03/15/2027 03/15/2027 Common Stock 7,000   8,500 D  
Performance-based Restricted Stock Units (5)             03/15/2028 03/15/2028 Common Stock 5,000   13,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Leibson Marie Taylor
13021 HADDONFIELD LANE
GAINESVILLE, VA 20155
      EVP, Chief Credit Officer  

Signatures

 /s/Marie Taylor Leibson   07/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 1,400 shares of restricted stock.
(2) Includes 10,061.40 shares held in an IRA for Mrs. Leibson's benefit.
(3) Includes additional shares acquired in 401K Plan since prior filing.
(4) Include additional dividend reinvestment shares acquired since prior filing.
(5) Market value at date of vesting
 
Remarks:
Total Employee Stock Options (right to buy) 10,500 shares.Total Performance-based restricted shares 13,500.

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