Primoris (NASDAQ: PRIM) director receives 294-share stock award

Rhea-AI Filing Summary

Wagner Patricia K reported acquisition or exercise transactions in this Form 4 filing.

Primoris Services Corp director Patricia K. Wagner received a grant of 294 shares of common stock as part of the company’s non-employee director compensation program. The restricted stock award has a stated value of $37,500, with the share count based on the average closing price during December 2025. These shares cannot be sold for twelve months from the grant date. Following the award, Wagner holds 2,837 shares directly and 4,495 shares indirectly through the Wagner Family Trust.

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

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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^*

Wagner Patricia K

(Last) (First) (Middle)

C/O PRIMORIS SERVICES CORPORATION

2300 NORTH FIELD STREET, SUITE 1900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primoris Services Corp [ PRIM ]

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)
02/17/2026

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	02/17/2026		A		294	A	(1)	2,837	D
Common Stock								4,495	I	By Wagner Family Trust(2)

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. The non-employee director compensation program adopted by the Board in May 2011 and updated July 2024, provides for the issuance of restricted stock with a value of $37,500. The price per share was based on the average closing price during December 2025, resulting in a grant of 294 shares of stock. The shares of stock cannot be sold for a period of twelve months from the date of grant.

2. These shares are owned directly by the Wagner Family Trust dated March 24, 2008 and indirectly by Patricia K. Wagner.

	/s/ Kenneth M. Dodgen, Attorney-in-Fact	02/18/2026
	** 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.
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FAQ

What did Primoris (PRIM) director Patricia K. Wagner report in this Form 4 filing?

Patricia K. Wagner reported receiving a grant of 294 shares of Primoris common stock valued at $37,500. The award is part of the non-employee director compensation program and is subject to a twelve-month sale restriction from the grant date.

How was the number of shares in Patricia Wagner’s Primoris stock award determined?

The 294 restricted shares were calculated using a total value of $37,500 divided by the average closing price of Primoris stock during December 2025. This approach aligns the share grant size with the company’s market price over that period.

Are the Primoris shares granted to Patricia Wagner immediately tradable?

No, the 294 shares of restricted Primoris common stock cannot be sold for twelve months from the grant date. This holding period is a standard restriction designed to align director interests with the company’s longer-term performance.

How many Primoris shares does Patricia Wagner own directly and indirectly after the grant?

After the grant, Patricia Wagner directly owns 2,837 shares of Primoris common stock. She also indirectly owns 4,495 shares through the Wagner Family Trust, reflecting both personal and trust-held positions in the company.

What is the Primoris non-employee director compensation program mentioned in the filing?

Primoris has a non-employee director compensation program adopted in May 2011 and updated in July 2024, which includes restricted stock grants valued at $37,500. Directors receive shares instead of cash, with restrictions such as a twelve-month sale lockup.

How are the Wagner Family Trust shares in Primoris characterized in this Form 4?

The Form 4 notes that 4,495 Primoris shares are owned directly by the Wagner Family Trust dated March 24, 2008 and indirectly by Patricia K. Wagner. This means her reported holdings include both personal and trust-owned shares.