Insider Sale: Primoris (PRIM) Director Disposes of Shares in August 2025

Rhea-AI Filing Summary

Primoris Services Corp insider John P. Schauerman reported multiple dispositions of common stock on 08/12/2025. The filing shows two sales of 10,000 shares each: one at a reported weighted price of $114.5162 (with actual trades in a range of $114.40 to $114.72) and a second at $113.50. The report also lists an additional disposition of 4,654 shares on the same date. The report identifies continuing indirect holdings through the Schauerman Family Trust, with post-transaction beneficial ownership reported as 92,281 and 82,281 shares on the respective lines. Transactions were signed by an attorney-in-fact on 08/14/2025.

Positive

• Timely disclosure of insider transactions filed on the required Form 4
• Execution price range provided for the trades (disclosed $114.40–$114.72), increasing transparency
• Indirect ownership clearly identified as held by the Schauerman Family Trust

Negative

• Material insider dispositions: two 10,000-share sales plus a 4,654-share sale on the same date reduced trust holdings
• One disposition lacks an explicit per-share price in the table (4,654 shares), limiting full price transparency
• No mention of a 10b5-1 trading plan or stated reason for the sales in the filing

Insights

Securities Analyst

TL;DR: Officer/director sold significant holdings in mid-August 2025; transactions appear routine but reduce indirect family trust ownership.

The Form 4 discloses three dispositions on 08/12/2025: two 10,000-share sales and one 4,654-share sale. Reported prices include $113.50 and a weighted price of $114.5162 with a disclosed execution range of $114.40–$114.72. Post-transaction beneficial ownership is reported in the 80k–92k share range via the Schauerman Family Trust. This is a clear insider sale disclosure; the filing contains no information about reasons for the sales or any Rule 10b5-1 plan. From an investor-reporting perspective, the Form 4 is complete with execution price details for at least some trades.

Corporate Governance Expert

TL;DR: Director-level insider sales were disclosed promptly and include price ranges; no governance red flags are stated in the filing.

The filing lists John P. Schauerman as a director and shows multiple dispositions executed on a single date. The report identifies indirect ownership through a family trust and provides an explanatory footnote about the trust. The filing is signed by an attorney-in-fact and discloses per-share prices for most trades. The Form 4 does not state affiliation to any trading plan or provide rationale for sales, so governance considerations are limited to noting the decrease in beneficial holdings.

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^*

Schauerman John P.

(Last) (First) (Middle)

C/O PRIMORIS SERVICES CORPORATION

2300 N. 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)
08/12/2025

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	08/12/2025		S		10,000	D	$114.5162(1)	92,281	I	Schauerman Family Trust(2)
Common Stock	08/12/2025		S		10,000	D	$113.5	82,281	I	Schauerman Family Trust(2)
Common Stock								4,654	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. These shares were sold in multiple transactions at prices ranging from $114.40 to $114.72 per share, inclusive. The holder undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Shares of Common Stock held by John P. Schauerman & Claudia H. Schauerman TR UA 08/12/10 Schauerman Family Trust.

	/s/ Kenneth M. Dodgen, Attorney-in-Fact	08/14/2025
	** 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.

FAQ

What insider transactions were reported for PRIM on 08/12/2025?

John P. Schauerman reported three dispositions on 08/12/2025: two sales of 10,000 shares (one at $113.50, one at a weighted $114.5162 with executions between $114.40–$114.72) and a sale of 4,654 shares.

How many PRIM shares does the Schauerman Family Trust report owning after the transactions?

The filing lists post-transaction beneficial ownership amounts of 92,281 and 82,281 shares attributed to the Schauerman Family Trust on the respective lines.

Was a trading plan (Rule 10b5-1) disclosed in the Form 4 for these PRIM trades?

No. The Form 4 does not indicate that the transactions were made pursuant to a Rule 10b5-1 trading plan.

Who signed the Form 4 for the PRIM filing and when?

The Form 4 was signed by Kenneth M. Dodgen, Attorney-in-Fact on 08/14/2025.

Are the exact prices for all sold shares disclosed in the PRIM Form 4?

No. Prices are disclosed for two 10,000-share sales (one at $113.50, one with a weighted price $114.5162 and a disclosed range), but the 4,654-share disposition has no price listed in the table.