PRI Form 4: Director Donald Williams Acquires 34.418 Shares at $274.73

Donald R. Williams, a director of Primerica, Inc. (PRI), reported a purchase on 09/15/2025 of 34.418 shares of Common Stock through reinvestment of dividends on phantom stock under the Non-Employee Directors' Deferred Compensation Plan.

Rhea-AI Filing Summary

Donald R. Williams, a director of Primerica, Inc. (PRI), reported a purchase on 09/15/2025 of 34.418 shares of Common Stock through reinvestment of dividends on phantom stock under the Non-Employee Directors' Deferred Compensation Plan. The report lists an execution price of $274.73 per share for the acquired shares. After the transaction, Mr. Williams beneficially owned 28,243.0177 shares directly. The filing notes the phantom stock is convertible one-for-one into common stock and that the dividend reinvestment was automatic under the plan. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Positive

• Transparent disclosure of director acquisition details including date, amount acquired, price per share, and resulting beneficial ownership
• Transaction executed under a formal plan (Non-Employee Directors' Deferred Compensation Plan) with an explanatory note on conversion mechanics

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director acquisition via dividend reinvestment; small share increase relative to total holdings, limited near-term market impact.

The filing documents a non-derivative acquisition of 34.418 shares by a company director through automatic dividend reinvestment into phantom stock that converts one-for-one to common stock. The reported per-share amount of $274.73 represents the transactional price reported on the Form 4. Post-transaction direct beneficial ownership is 28,243.0177 shares. This is a standard administrative transaction under a director deferred compensation plan and does not indicate open-market purchases or sales. The filing was executed via attorney-in-fact, as often used for administrative processing.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance practices for director deferred-comp plans; transparency appears appropriate and complete.

The statement explains that dividend payments on phantom stock were automatically reinvested into additional phantom shares, which are convertible one-for-one into common shares. The Form 4 records the transaction date, acquisition amount, price per share, and resulting direct ownership. The use of an attorney-in-fact signature is noted and dated 09/16/2025. All material elements required for Section 16 reporting are presented in the filing.

Insider Trade Summary

Net Buyer: 34.418 shares

Net Buy 1 txn

Insider Williams Donald R.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	34.418	$274.73	$9K

Holdings After Transaction: Common Stock — 28,243.0177 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What transaction did PRI director Donald R. Williams report on Form 4?

He reported an acquisition on 09/15/2025 of 34.418 shares of Primerica common stock via dividend reinvestment in phantom stock.

How many PRI shares does Donald R. Williams beneficially own after the reported transaction?

The Form 4 reports 28,243.0177 shares of beneficial ownership following the transaction.

At what price were the shares reported on the Form 4 for PRI (symbol PRI)?

The reported price associated with the acquired shares is $274.73 per share.

What is the nature of the phantom stock referenced in the PRI Form 4?

The filing states phantom stock represents units that are convertible one-for-one into common stock under the Non-Employee Directors' Deferred Compensation Plan.

Who signed the Form 4 filing for the PRI transaction and when?

The Form 4 was signed by Stacey K. Geer, attorney-in-fact on 09/16/2025.

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Accepted by SEC EDGAR 09/16/2025 - 04:21 PM Learn about SEC filing dates

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)
09/15/2025

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	09/15/2025		A		34.418(1)	A	$274.73	28,243.0177	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	09/16/2025
	** 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).
** 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.
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