Primis Financial Corp. Goodwill & Intangibles Disclosure
8. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Primis has $93 million of goodwill at both December 31, 2025 and 2024. Goodwill is primarily related to the acquisition of other banks before 2022 and PMC in 2022.
Goodwill is evaluated for impairment on an annual basis or more frequently if events or circumstances warrant. Our annual assessment occurs as of September 30th every year. For our annual assessments in 2025 and 2024, as described in Note 1, we performed a quantitative assessment to determine if the fair value of our reporting units that contained goodwill were less than their carrying amounts. The Company determined, based on the assessments, that the Primis Bank and the PMC reporting units fair values were more than their carrying amounts and no impairment charge was required.
Intangible Assets
Balances of intangible assets were as follows at year end ($ in thousands):
December 31, 2025 | |||||||||
| Gross Carrying | | Accumulated | | Net Carrying | ||||
Value | Amortization | Value | |||||||
Amortizable Intangibles | $ | 17,565 | $ | (17,529) | $ | 36 | |||
December 31, 2024 | |||||||||
| Gross Carrying | | Accumulated | | Net Carrying | ||||
Value | Amortization | Value | |||||||
Amortizable intangibles | $ | 17,620 | $ | (16,927) | $ | 665 | |||
Estimated amortization expense of intangibles for the years ended December 31 are as follows ($ in thousands):
2026 | | $ | 27 |
2027 |
| 9 | |
2028 |
| — | |
Total | $ | 36 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Apr 29, 2025 | |
| 2023 | Oct 15, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Mar 14, 2022 | |
| 2020 | Mar 16, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 16, 2018 | |
| 2016 | Mar 16, 2017 | |
| 2015 | Mar 15, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.