Form 4: Primoris Director Patricia Wagner Reports Stock Activity

Sentiment:

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 TypeDescriptionEffective DateImpact Assessment
Compensation Program UpdateThe 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.2024-07-01Ensures 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

DateDescription
2008-03-24Date of establishment of the Wagner Family Trust.
2011-05-01Adoption date of the non-employee director compensation program by the Board.
2024-07-01Update date for the non-employee director compensation program.
2025-09-01Period during which the average closing price was used to determine the price per share for the restricted stock grant.
2025-10-29Date of both the acquisition of restricted stock and the transfer of shares to the family trust.
2025-10-31Date 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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