Primoris Services (NYSE: PRIM) director to retire as Board shrinks to eight

Rhea-AI Filing Summary

Primoris Services Corporation disclosed that director John P. Schauerman will not stand for re-election and will voluntarily retire from the Board after the 2026 Annual Meeting of Stockholders, expected on April 30, 2026. The company states his decision is not due to any disagreement.

Schauerman previously served in executive roles, including as Chief Financial Officer from February 2008 to February 2009 and has been on the Board since 2016. Primoris does not plan to seek a replacement and expects to reduce the Board size to eight members effective as of the Annual Meeting.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001361538false00013615382026-03-122026-03-12

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

March 12, 2026

Date of Report (Date of earliest event reported)

Primoris Services Corporation

(Exact name of Registrant as specified in its charter)

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Delaware		001-34145		20-4743916
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

2300 N. Field Street, Suite 1900, Dallas, Texas 75201

(Address of principal executive offices)

(Zip Code)

(214) 740-5600

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	PRIM	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On March 12, 2026, John P. Schauerman informed Primoris Services Corporation (the “Company”) that he would not be standing for re-election and would voluntarily retire from the Company’s Board of Directors (the “Board”) upon the conclusion of the Company’s 2026 Annual Meeting of Stockholders, which is expected to occur on April 30, 2026 (the “Annual Meeting”). Mr. Schauerman’s decision to retire from the Board is not the result of any disagreement with the Company. He has served the Company in various executive roles including Chief Financial Officer from February 2008 to February 2009 and has been a valued member of the Board since 2016. The Company thanks Mr. Schauerman for his service and many contributions to the Company and the Board.

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The Company does not intend to seek a replacement for Mr. Schauerman’s position at this time. In connection with Mr. Schauerman’s retirement as a director on the Board, the Board intends to authorize a reduction in the size of the Board to eight members, effective as of the Annual Meeting.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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			PRIMORIS SERVICES CORPORATION
Dated: March 17, 2026		By:	/s/ Kenneth M. Dodgen
			Kenneth M. Dodgen
			Executive Vice President, Chief Financial Officer

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FAQ

What Board change did Primoris Services Corporation (PRIM) announce?

Primoris Services Corporation announced that director John P. Schauerman will retire from its Board following the 2026 Annual Meeting of Stockholders. The company also plans to reduce the size of its Board to eight members effective as of that meeting.

When will John P. Schauerman retire from the Primoris (PRIM) Board?

John P. Schauerman will retire from the Primoris Board at the conclusion of the 2026 Annual Meeting of Stockholders, which is expected to occur on April 30, 2026. He will continue to serve as a director until that meeting takes place.

Did John P. Schauerman’s retirement from Primoris (PRIM) involve a disagreement?

Primoris states that John P. Schauerman’s decision to retire from the Board is not the result of any disagreement with the company. The filing notes his long service and thanks him for his many contributions and prior executive roles.

How will Primoris (PRIM) change the size of its Board of Directors?

In connection with John P. Schauerman’s retirement, Primoris plans to reduce the size of its Board to eight members. This reduction is expected to become effective as of the 2026 Annual Meeting of Stockholders, when his Board service concludes.

Will Primoris (PRIM) appoint a new director to replace John P. Schauerman?

Primoris does not intend to seek a replacement for John P. Schauerman’s Board position at this time. Instead, the company’s Board expects to formally authorize a reduction in its size to eight members effective as of the 2026 Annual Meeting.

What roles has John P. Schauerman previously held at Primoris (PRIM)?

John P. Schauerman has served Primoris in various executive roles, including as Chief Financial Officer from February 2008 to February 2009. He has also been a member of the company’s Board of Directors since 2016, contributing to its governance.

Filing Exhibits & Attachments

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