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PRIM director Wagner logs 302 restricted shares; 615 moved to trust

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Primoris Services (PRIM) reported a Form 4 for director Patricia K. Wagner. On 10/29/2025, she received 302 shares of restricted stock under the director compensation program, reflecting a $37,500 value based on the average closing price during September 2025. These shares are subject to a 12‑month sale restriction from the grant date.

Also on 10/29/2025, Wagner transferred 615 shares of PRIM common stock to the Wagner Family Trust for no consideration. She serves as trustee and, with her immediate family, is a beneficiary, and she remains the beneficial owner of the trust’s holdings. Following these transactions, she holds 2,543 shares direct and 17,986 shares indirect through the trust.

Positive

  • None.

Negative

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Insider Wagner Patricia K
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 302 $0.00 --
Gift Common Stock 615 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,158 shares (Direct); Common Stock — 17,986 shares (Indirect, By Wagner Family Trust)
Footnotes (1)
  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 September 2025, resulting in a grant of 302 shares of stock. The shares of stock cannot be sold for a period of twelve months from the date of grant. On October 29, 2025, the reporting person transferred 615 shares of PRIM common stock to the Wagner Family Trust dated March 24, 2008 for no consideration. The reporting person is the trustee of the trust, and the reporting person and members of her immediate family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust. These shares are owned directly by the Wagner Family Trust dated March 24, 2008 and indirectly by Patricia K. Wagner.
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
10/29/2025
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 10/29/2025 A 302 A (1) 3,158 D
Common Stock 10/29/2025 G(2) 615 D $0 2,543 D
Common Stock 17,986 I By Wagner Family Trust(3)
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 September 2025, resulting in a grant of 302 shares of stock. The shares of stock cannot be sold for a period of twelve months from the date of grant.
2. On October 29, 2025, the reporting person transferred 615 shares of PRIM common stock to the Wagner Family Trust dated March 24, 2008 for no consideration. The reporting person is the trustee of the trust, and the reporting person and members of her immediate family are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust.
3. 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 10/31/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did PRIM disclose on Form 4?

Director Patricia K. Wagner received 302 restricted shares valued at $37,500 and transferred 615 shares to the Wagner Family Trust on 10/29/2025.

What are Patricia K. Wagner’s PRIM holdings after the transactions?

She holds 2,543 shares direct and 17,986 shares indirect via the Wagner Family Trust.

What restrictions apply to the new restricted shares for PRIM (PRIM)?

The 302 restricted shares cannot be sold for 12 months from the 10/29/2025 grant date.

Was cash involved in the transfer to the Wagner Family Trust?

No. The 615 shares were transferred for no consideration, with Wagner remaining the beneficial owner.

How was the number of restricted shares determined for PRIM’s director grant?

The grant reflects a $37,500 value using the average closing price during September 2025, resulting in 302 shares.

What is the relationship of the reporting person to PRIM?

Patricia K. Wagner is a Director of Primoris Services Corp. (PRIM).