Primerica (NYSE: PRI) director reports 83.116-share phantom stock increase

Rhea-AI Filing Summary

Primerica, Inc. reported a small equity-related transaction by one of its directors. On 12/15/2025, the director was credited with 83.116 shares tied to Primerica common stock at a price of $258.08 per share. This was not an open-market trade, but the automatic reinvestment of dividends on existing phantom stock into additional phantom stock units under the company’s Non-Employee Directors' Deferred Compensation Plan.

Following this transaction, the director beneficially owned 20,708.701 shares of Primerica common stock on a direct basis. Under the plan, phantom stock is convertible into Primerica common stock on a one-for-one basis in accordance with the plan’s terms, so these deferred compensation units track the company’s share price and further align the director’s interests with shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CRITTENDEN GARY L

(Last) (First) (Middle)

1 PRIMERICA PARKWAY

(Street)

DULUTH GA 30099

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primerica, Inc. [ PRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of 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

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	12/15/2025		A		83.116(1)	A	$258.08	20,708.701	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents dividends paid on phantom stock that were reinvested automatically in additional shares of phantom stock in accordance with the terms of the Non-Employee Directors' Deferred Compensation Plan. Phantom stock is convertible into common stock on a one-for-one basis in accordance with the terms of such plan.

	/s/ Stacey K. Geer, attorney in fact	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Primerica (PRI) report on 12/15/2025?

A Primerica director reported receiving 83.116 shares tied to Primerica common stock on 12/15/2025, at $258.08 per share, through automatic dividend reinvestment in phantom stock under the Non-Employee Directors' Deferred Compensation Plan.

Was the Primerica (PRI) director’s 83.116-share transaction an open-market purchase?

No. The 83.116 shares reflect dividends paid on phantom stock that were automatically reinvested into additional phantom stock units under the Non-Employee Directors' Deferred Compensation Plan, rather than an open-market stock purchase.

How many Primerica (PRI) shares does the director beneficially own after this transaction?

After the reported 12/15/2025 transaction, the director beneficially owned 20,708.701 shares of Primerica common stock, held with direct ownership.

What is phantom stock in Primerica’s Non-Employee Directors' Deferred Compensation Plan?

Under Primerica’s Non-Employee Directors' Deferred Compensation Plan, phantom stock represents deferred compensation units that are convertible into common stock on a one-for-one basis in accordance with the plan’s terms.

How were dividends handled in the Primerica (PRI) director’s reported transaction?

Dividends paid on the director’s existing phantom stock were automatically reinvested into 83.116 additional shares of phantom stock, consistent with the terms of the Non-Employee Directors' Deferred Compensation Plan.

Does the Primerica (PRI) Form 4 indicate alignment between the director and shareholders?

The filing shows that the director’s deferred compensation is partly in phantom stock that is convertible into common stock on a one-for-one basis, which ties the value of that compensation to Primerica’s share performance.