Form 4: Primoris Director Patricia Wagner Reports Stock Activity
Insider Transaction Report
Primoris Services Corp. Director Patricia K. Wagner reported acquiring 302 shares as compensation and transferring 615 shares to a family trust.
Summary
- Patricia K. Wagner, a Director of Primoris Services Corp. (PRIM), reported transactions on October 29, 2025.
- Acquired 302 shares of Common Stock as part of the non-employee director compensation program, valued at $37,500.
- The price per share for the acquired stock was based on the average closing price during September 2025.
- These 302 shares are restricted and cannot be sold for a period of twelve months from the grant date.
- Transferred 615 shares of PRIM common stock to the Wagner Family Trust dated March 24, 2008, for no consideration.
- Following these transactions, Patricia K. Wagner directly owns 2,543 shares of Common Stock.
- Patricia K. Wagner indirectly owns 17,986 shares through the Wagner Family Trust, for which she is the trustee and a beneficiary.
Sentiment
Score: 5
Explanation: The filing reports routine insider transactions related to director compensation and personal asset management, which are neutral in terms of company performance or outlook.
Positives
- The acquisition of 302 shares as compensation aligns the director's interests with shareholders.
- The director retains beneficial ownership of shares transferred to the family trust, indicating continued long-term commitment.
Future Outlook
The 302 shares of restricted stock acquired by Patricia K. Wagner cannot be sold for a period of twelve months from the grant date of October 29, 2025.
Management Comments
- 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 for the restricted stock was based on the average closing price during September 2025, resulting in a grant of 302 shares.
Industry Context
This filing is a routine insider transaction report (Form 4) and does not provide information directly related to broader industry trends or competitive landscape. It reflects standard compensation practices for non-employee directors and personal asset management.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Program Update | The non-employee director compensation program, originally adopted in May 2011, was updated in July 2024. This program provides for the issuance of restricted stock as part of director compensation. | 2024-07-01 | Ensures ongoing alignment of director incentives with shareholder interests through equity compensation. |
Related Party Transactions
- Patricia K. Wagner transferred 615 shares of common stock to the Wagner Family Trust, for which she is the trustee and a beneficiary, for no consideration.
Stakeholder Impact
- Shareholders: The issuance of restricted stock to a director is a common practice for aligning interests, with a minor dilutive effect from the 302 shares. The transfer to a family trust does not change beneficial ownership.
- Directors: Patricia K. Wagner received compensation in the form of restricted stock, reinforcing her stake in the company's performance.
Next Steps
- The 302 restricted shares granted to Patricia K. Wagner will become eligible for sale after October 29, 2026.
Key Dates
| Date | Description |
|---|---|
| 2008-03-24 | Date of establishment of the Wagner Family Trust. |
| 2011-05-01 | Adoption date of the non-employee director compensation program by the Board. |
| 2024-07-01 | Update date for the non-employee director compensation program. |
| 2025-09-01 | Period during which the average closing price was used to determine the price per share for the restricted stock grant. |
| 2025-10-29 | Date of both the acquisition of restricted stock and the transfer of shares to the family trust. |
| 2025-10-31 | Date the Form 4 was signed by Kenneth M. Dodgen, Attorney-in-Fact. |
Keywords
Primoris Services Corp, PRIM, Patricia K Wagner, Form 4, Insider Trading, Director Compensation, Stock Grant, Family Trust, Beneficial Ownership
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