Primoris (PRIM) Form 4: Director adds 499 restricted shares

Rhea-AI Filing Summary

Form 4 highlights: Primoris Services Corp. (PRIM) director John P. Schauerman reported the acquisition of 499 restricted common shares on 07/30/2025 under the company’s non-employee director compensation program. The grant, valued at $37,500 (based on PRIM’s average June 2025 closing price), is subject to a 12-month holding period.

Post-transaction, Schauerman’s beneficial ownership stands at 4,654 shares held directly and 102,281 shares held indirectly via the Schauerman Family Trust. No derivative securities were reported.

The filing indicates routine equity compensation rather than an open-market purchase; therefore, its company-level impact is limited, but it does modestly increase insider alignment with shareholders.

Positive

• Director equity grant increases insider ownership, mildly enhancing shareholder alignment
• Mandatory 12-month holding period supports long-term governance incentives

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director stock grant; minimal market impact.

The 499-share restricted stock grant represents less than 0.1% of outstanding shares and follows the board’s standing compensation policy. Because it is not an open-market buy, it offers limited signaling value about management’s view on valuation. However, continued accrual of equity by independent directors modestly strengthens governance incentives. With total indirect holdings exceeding 100k shares, Schauerman remains a sizable insider, which shareholders may view positively for alignment. Overall, the event is neutral to mildly positive for investor sentiment but not financially material.

Corporate Governance Expert

TL;DR: Consistent with best-practice board pay; no red flags.

The grant adheres to the updated May 2011/July 2024 non-employee director plan, evidencing transparent, formula-based compensation. The mandatory 12-month holding period encourages longer-term oversight and aligns with governance best practices that discourage rapid share turnover. No derivative positions or complex vehicles appear, reducing potential conflicts. Filing timeliness and power-of-attorney signature are in order. Investors should view the disclosure as routine housekeeping rather than a catalyst.

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
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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^*

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)
07/30/2025

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	07/30/2025		A		499	A	(1)	4,654	D
Common Stock								102,281	I	Schauerman 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 June 2025, resulting in a grant of 499 shares of stock. The shares of stock cannot be sold for a period of twelve months from the date of grant.

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	07/30/2025
	** 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

How many PRIM shares did director John P. Schauerman acquire?

He received 499 restricted common shares on 07/30/2025.

What is the value of the shares granted to the PRIM director?

The grant is valued at $37,500 under the board’s compensation formula.

What is Schauerman’s total ownership in Primoris Services Corp after the transaction?

He now holds 4,654 shares directly and 102,281 shares indirectly via a family trust.

Are the newly granted PRIM shares immediately tradable?

No. The shares are locked for 12 months from the grant date per the director compensation plan.

Does the Form 4 include any derivative security transactions?

No derivative securities were acquired or disposed of in this filing.