Phantom stock dividend adds 44 units to Primerica (NYSE: PRI) director

Rhea-AI Filing Summary

Primerica director Donald R. Williams reported a small equity-based award linked to company stock. On this Form 4, he acquired 44.069 shares of phantom stock, credited through automatic dividend reinvestment under the Non-Employee Directors' Deferred Compensation Plan. Phantom stock is convertible into common stock on a one-for-one basis under the plan’s terms. Following this routine compensation-related transaction, Williams holds 20,323.7967 common-stock-equivalent shares directly.

Insights

Equity compensation analyst

Routine phantom stock dividend reinvestment for a Primerica director.

Director Donald R. Williams received 44.069 phantom stock units via dividend reinvestment under a non-employee directors’ deferred compensation plan. These units mirror common stock value and are convertible one-for-one, making this a standard form of equity-linked compensation rather than an open-market purchase.

The filing shows Williams now at 20,323.7967 common-stock-equivalent shares. The size and nature of the award indicate routine ongoing compensation, not a discretionary bet on the share price. As such, it carries limited signaling value for outside investors.

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^*

Williams Donald R.

(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)
03/13/2026

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	03/13/2026		A		44.069(1)	A	$249.06	20,323.7967	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	03/16/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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) director Donald R. Williams report?

Donald R. Williams reported receiving 44.069 phantom stock units tied to Primerica common stock. The units came from automatic dividend reinvestment under the Non-Employee Directors' Deferred Compensation Plan and are convertible into common stock on a one-for-one basis under that plan’s terms.

Was the Primerica (PRI) Form 4 transaction a stock purchase or a grant?

The Form 4 reflects a grant-style acquisition, not an open-market stock purchase. Williams received 44.069 phantom stock units as dividends were reinvested automatically under a deferred compensation plan, making this compensation-related rather than a discretionary buy in the open market.

How many Primerica-related shares does Donald R. Williams hold after this Form 4?

After this transaction, Williams holds 20,323.7967 common-stock-equivalent shares directly. This figure includes the 44.069 additional phantom stock units credited through dividend reinvestment, each convertible into one share of Primerica common stock under the plan’s conversion terms.

What is phantom stock in the context of Primerica (PRI) director compensation?

Phantom stock is a deferred compensation vehicle that tracks Primerica’s common stock value. Under the Non-Employee Directors' Deferred Compensation Plan, phantom stock units receive dividends and are convertible into common stock on a one-for-one basis, aligning directors’ incentives with shareholder outcomes without immediate share delivery.

Does the Primerica (PRI) Form 4 indicate a change in insider sentiment?

The filing primarily reflects routine compensation mechanics rather than a sentiment-driven trade. Williams’ 44.069-unit phantom stock credit arises from automatic dividend reinvestment in a deferred compensation plan, so it offers limited insight into his discretionary views on Primerica’s future share performance.