2025 Proxy Statement

April 1, 2025

To Our Fellow Stockholders:

Our purpose is to create financially independent families. We remain committed to serving middle-income households throughout the United States and Canada and have created a culture that aligns the needs of our stockholders, clients, the independent sales force and our employees. During 2024, our Board of Directors continued to guide and oversee management in the creation of long-term stockholder value through effective and sustainable business strategies, performance-aligned compensation programs, a commitment to corporate ethics, valuing human capital and strong governance practices. We strongly encourage you to review the entire accompanying Proxy Statement, which provides an overview of the priorities of our Board and senior management.

Continued Alignment of Compensation and Performance

Our compensation philosophy includes a strong commitment to provide incentive programs that link executive pay to Company performance. The Compensation Committee of our Board reviews our executive compensation program with independent experts as part of its ongoing effort to appropriately align compensation with performance. As part of this effort, the Compensation Committee is focused on ensuring that our key executives are incentivized to execute on the strategic priorities of our Company. Please read a message from the Compensation Committee beginning on page 45 of the accompanying Proxy Statement.

Despite a continued high cost of living that impacted our middle-income clients, the Company performed well in fiscal 2024. Further, our total stockholder retu(which includes the payment and reinvestment of dividends) for fiscal 2024 and the five-year period from fiscal 2020 through fiscal 2024 was 33.6% and 122.6%, respectively. Please read a message from Glenn J. Williams, our Chief Executive Officer, in our 2024 Annual Report to Stockholders that accompanies the Proxy Statement.

Social Impact

For nearly 50 years, our core business has been enabling access to financial information, products and services for traditionally underserved markets throughout the United States and Canada. By leveraging the independent sales force and our employees, we help middle-income families make informed financial decisions and provide them with astrategy and means to gain financial independence. The diversity of the independent sales force reflects the communities in which they live and work, and their recruitment of new sales representatives creates a cycle that enhances our impact on underrepresented markets. The products we provide - primarily term life insurance and a range of investment and savings products - help meet critical needs and put families on the path toward financial security. When families are empowered to make informed financial decisions, their households and the communities around them are positively impacted. For more information on the social impact of our business, see our 2024 Corporate Sustainability Report, which can be found in the Sustainability section of our investor relations website athttps://investors.primerica.com.

Cultivating a Strong Corporate Culture

Integrity and accountability are at the foundation of our culture, which contributes to Primerica's long-term success. Senior management defines and shapes Primerica's corporate culture and sets the expectations and tone for a work environment founded on integrity and a commitment to doing the right thing. As such, the Company is dedicated to promoting a workplace that features open lines of communication and attracts and develops talented employees, with a focus on ensuring that our employee workforce reflects the diversity of the independent sales representatives and our clients. Our Board shares this commitment and provides valuable oversight for the Company's overall culture. Further, our Board collaborates with management to establish and communicate an ethical tone at the top, which guides employee and sales force conduct and helps protect Primerica's reputation.

Valuing Human Capital

Our people are essential to our ability to deliver value to our stockholders. Employees remain highly satisfied with Primerica. In 2025, we were again recognized by USA Today as a Top Workplaces USA and Forbes named us as one of America's Best Midsize Employers. In 2024, we were named a regional Top Workplaces by the Atlanta-Journal Constitution for the eleventh consecutive year and Newsweek named us, for the second time, as one of America's Greatest Workplaces.

The variety of experiences, backgrounds and ideas of our employees enables us to develop solutions that address the financial needs of our customers. We strive to build an inclusive culture where people feel accepted, their ideas are welcomed, and they can make a positive impact on our business and the communities we serve. In 2025, Newsweek named us for the second time as one of America's Greatest Workplaces for Diversity. You can leamore about the Company's human capital management efforts beginning on page 17 of the accompanying Proxy Statement.

Leading Corporate Governance Practices

We are committed to strong governance practices, which we believe are important to our stockholders and protect the long-term vitality of Primerica. Our accountability to you is illustrated in many of the governance practices that are described in the accompanying Proxy Statement.

We strongly encourage all of our stockholders to vote promptly.

On behalf of our Board of Directors and management, we want to thank you for your continued support of, and confidence in, our Company.

Sincerely,

D. RICHARDWILLIAMSNon-Executive Chairman of the Board

Date and Time Place

May 14, 2025, at 8:30 a.m., local time (the "Annual Meeting")

The Primerica Home Office located at 1 Primerica Parkway, Duluth, Georgia 30099

Items of Business

• •To elect the eleven directors nominated by our Board of Directors and named in the accompanying Proxy Statement (Proposal 1);

• •To consider an advisory vote on executive compensation (Say-on-Pay) (Proposal 2);

• •To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 3); and

• •To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.

Record Date

March 17, 2025. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting

Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the expense and burden of additional solicitation.

E-Proxy Process

We are taking advantage of Securities and Exchange Commission rules allowing companies to furnish proxy materials to stockholders over the Internet. We believe that this "e-proxy" process expedites your receipt of proxy materials, while also lowering the costs and reducing the environmental impact of the Annual Meeting.

On or about April 1, 2025, we will mail a Notice of Internet Availability of Proxy Materials to holders of our common stock as of March 17, 2025, other than those holders who previously requested electronic or paper delivery of communications from us. Please refer to the Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy card you received for information on how to vote your shares and to ensure that your shares will be represented and voted at the Annual Meeting even if you cannot attend.

Live Meeting Webcast

We expect to make available a live webcast of the Annual Meeting at our investor relations website athttps://investors.primerica.com.

Possible Meeting by Remote Communication

In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations website athttps://investors.primerica.comfor updated information.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on May 14, 2025.The Proxy Statement and the 2024 Annual Report to Stockholders are available free of charge atwww.proxyvote.com.

By Order of Our Board of Directors,

STACEY K. GEER

Executive Vice President, Chief Governance and Risk Officer and Corporate SecretaryDuluth, Georgia

April 1, 2025

PROXY SUMMARY..............................................................................................................................................

2

MATTERS TO BE VOTED ON.................................................................................................................................8

Proposal 1:Election of Directors.................................................................................................................8

Proposal 2:Advisory Vote on Executive Compensation (Say-on-Pay)..................................................................10

Proposal 3:Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm.......11

GOVERNANCE...................................................................................................................................................12

Board Structure........................................................................................................................................12

Board Diversity........................................................................................................................................13

Board Evaluation Process...........................................................................................................................14

Board's and Management's Roles in Risk Oversight.........................................................................................14

Stockholder Engagement...........................................................................................................................16

Sustainability Matters................................................................................................................................17

Director Independence..............................................................................................................................22

Director Nomination Process......................................................................................................................24

Proxy Access...........................................................................................................................................25

Majority Voting Standard for Director Elections..............................................................................................25

Communicating with our Board of Directors...................................................................................................26

BOARD OF DIRECTORS........................................................................................................................................27

Board Members.......................................................................................................................................27

Director Qualifications...............................................................................................................................38

Board Meetings.......................................................................................................................................39

Director Service on Other Public Boards (Overboarding Policy)...........................................................................39

Board Committees....................................................................................................................................40

Director Compensation..............................................................................................................................42

EXECUTIVE COMPENSATION................................................................................................................................45

Compensation Committee Message............................................................................................................45

Compensation Discussion and Analysis (CD&A)..............................................................................................48

Compensation Committee Interlocks and Insider Participation...........................................................................70

Compensation Committee Report................................................................................................................70

Compensation Tables................................................................................................................................71

Potential Payments and Other Benefits Upon Termination or Change of Control....................................................76

Pay Versus Performance (PVP).....................................................................................................................79

Pay Ratio................................................................................................................................................85

Employee, Officer and Director Hedging........................................................................................................85

Employment Agreements...........................................................................................................................86

AUDIT MATTERS................................................................................................................................................90

Audit Committee Report............................................................................................................................90

Fees and Services of KPMG.........................................................................................................................93

STOCK OWNERSHIP...........................................................................................................................................94

Directors and Executive Officers..................................................................................................................94

Principal Stockholders...............................................................................................................................96

Delinquent Section16 (a) Reports.................................................................................................................97

RELATED PARTY TRANSACTIONS...........................................................................................................................98

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING.....................................................................................

99

OTHER STOCKHOLDER INFORMATION...................................................................................................................105

Other Information....................................................................................................................................105

Proposals Pursuant to Rule 14a-8................................................................................................................105

Proxy Access Director Nominees..................................................................................................................105

Proxy Solicitation Pursuant to Rule 14a-9......................................................................................................105

Other Proposals and Director Nominees........................................................................................................105

Exhibit A - RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES............................................................

A-1

Location for the 2025 Annual Meeting of Stockholders..............................................................................................Back Cover

PROXYSUMMARY

This summary highlights selected information about Primerica, Inc. (the "Company", "Primerica" or "we") but it does not contain all of the information you should consider. We urge you to read the entire Proxy Statement before you vote. You may also wish to review Primerica's Annual Report on Form 10-K (the "2024 Annual Report") for the fiscal year ended December 31, 2024 ("fiscal 2024"), which is available on our investor relations website athttps://investors.primerica.com.

This Proxy Statement will be made available to stockholders on or about April 1, 2025.

Meeting Agenda and Voting Recommendations

See "Matters To Be Voted On" beginning on page 8 for more information.

Proposal	Vote Recommendation
1. Election of directors	"FOR" each director nominee
2. Advisory vote on executive compensation
(Say-on-Pay)	"FOR"
3. Ratification of the appointment of our
independent registered public accounting firm	"FOR"
2025 Annual Meeting of Stockholders

You are entitled to vote at the Company's Annual Meeting of Stockholders to be held on May 14, 2025 and any adjournment or postponement thereof (the "Annual Meeting") if you were a holder of record of our common stock at the close of business on March 17, 2025. Please see page 99 for instructions on how to vote your shares and other important information.

Financial Accomplishments

We were extremely pleased with the results we delivered in fiscal 2024. Highlights included:

• •Adjusted net operating income retuon adjusted stockholders' equity ("ROAE") of 31.2% (see "Reconciliation of GAAP and Non-GAAP Financial Measures" in Exhibit A to this Proxy Statement);

• •Retuto stockholders in the form of approximately $425.0 million in share repurchases; and

• •Increase of 26.9% in annual stockholder dividends to $3.30 per share.

Our total stockholder retu("TSR") (which includes the payment and reinvestment of dividends) for fiscal 2024 and the five-year period from January 1, 2020 through December 31, 2024 was 33.6% and 122.6%, respectively. TSR for fiscal 2024 was far higher than the S&P MidCap 400 Index retufor 2024 of 13.9% and the S&P 500 Insurance Index retuof 26.8%.

Distribution Results

Our business showed strong results in fiscal 2024. In particular:

• •The number of life-licensed independent sales representatives was 151,611 at December 31, 2024 compared with 141,572 at December 31, 2023;

• •New life insurance licenses increased 14.7% to 56,320 compared with 49,096 in the fiscal year ended December 31, 2023 ("fiscal 2023");

• •Recruiting of new independent representatives increased to 445,425 compared with 361,925 in fiscal 2023;

• •Issued term life insurance policies increased 3.2% to 370,396 compared with 358,860 in fiscal 2023. Issued face amount was $122.2 billion in fiscal 2024 compared with $119.1 billion in fiscal 2023;

• •Term life insurance claims paid to policy beneficiaries was $1.8 billion in both fiscal 2024 and fiscal 2023;

• •Value of client assets at December 31, 2024 was $112.1 billion compared with $96.7 billion at December 31, 2023;

• •Investment and Savings Products ("ISP") sales increased 31.1% to $12.1 billion compared with $9.2 billion in fiscal 2023; and

• •The number of mutual fund-licensed sales representatives increased slightly to approximately 25,500 at December 31, 2024 from 25,272 at December 31, 2023.

Corporate Performance

The bar graphs below depict our performance over the past five fiscal years for the four metrics that we use to measure annual corporate performance under our incentive compensation program. These metrics do not reflect financial results prepared in accordance with United States generally accepted accounting principles ("GAAP"). See "Reconciliation of GAAP and Non-GAAP Financial Measures" in Exhibit A to this Proxy Statement for a reconciliation to 2024 GAAP results. Reconciliations for earlier years are available through the Financial Info section of our investor relations website athttps://investors.primerica.com.

• (1)Amounts for the fiscal year ended December 31, 2022 ("fiscal 2022") and the fiscal year ended December 31, 2021 ("fiscal 2021") reflect adjustments from originally published amounts due to the adoption of Accounting Standards Update No. 2018-12, Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts ("ASU 2018-12") or ("LDTI").

• (2)Financial results for fiscal 2023 have been restated from the Proxy Statement for the Company's Annual Meeting of Stockholders held on May 8, 2024 (the "2024 Proxy Statement") to exclude the results of the Senior Health business, which has been reported as a discontinued operation. Refer to the 2024 Annual Report for a definition of the Senior Health business. Financial results for fiscal 2022 and fiscal 2021 have not been restated from the 2024 Proxy Statement so they still include the results of the Senior Health business, which was acquired on July 1, 2021 and disposed of on September 30, 2024.

Strategic Initiatives

Primerica is a leading provider of financial products to middle-income households in the United States and Canada with 151,611 licensed independent sales representatives as of December 31, 2024. These licensed independent sales representatives assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. We insured over 5.5 million lives and had approximately 3.0 million client investment accounts as of December 31, 2024. Our business model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments.

Our purpose is to create financially independent families. Our strategic vision, in support of this purpose, is to build unparalleled financial services distribution capabilities that enable our clients, independent sales force, home office associates and stockholders to achieve their financial goals. We believe there is significant opportunity to meet the increasing array of financial services needs of our clients. We intend to leverage the independent sales force to meet these client needs, which will drive long-term value for all of our stakeholders. Our Board of Directors (our or the "Board" or "Board of Directors") oversees strategy, which has been organized across the following four primary areas:

• •Maximizing sales force growth, leadership and productivity;

• •Broadening and strengthening our protection product portfolio;

• •Becoming the middle-income market's provider of choice for retirement and investment products; and

• •Developing powerful digital capabilities that deepen our relationships with clients and extend our reach in the market.

Looking forward to 2025 and beyond, we updated our corporate strategic plan to include the following growth pillars:

• •Understand and solve the financial challenges faced by current and prospective clients;

• •Enable leaders in the independent sales force to grow their teams and build new leaders, expanding our distribution capabilities across business lines;

• •Expand representative and client digital experiences to create connected conversations;

• •Deepen our talent pool to ensure our success, now and in the future; and

• •Proactively ensure the Company's image accurately reflects who we are.

Corporate Governance Highlights

See "Governance" beginning on page 12 for more information.

Our Board of Directors currently consists of eleven members. We are pleased that our Board reflects the diversity of the independent sales representatives and the communities that we serve. Our Board members bring an array of backgrounds and expertise that benefit the middle-income market.

The highlights of our corporate governance program are set forth below:

Board Structure

Stockholder Rights

Other Highlights

• •73% of the Board Members are Independent

  • •Proxy Access

• •Independent Lead Director of the Board

  • •Annual Election of Directors

    • •Stock Ownership Guidelines for Directors and Executive Officers

• •Separate Non-Executive Chairman of the Board and Chief Executive Officer Roles

  • •Regular Director Refreshment

    • •Pay-for-Performance Philosophy

  • •Majority Voting for Directors in Uncontested Elections

• •Independent Audit, Compensation and Corporate Governance Committees of the Board

  • •No Poison Pill in Effect

• •Regular Executive Sessions of Independent Directors

• •Annual Board and Committee Self-Assessments

  • •Annual Stockholder Engagement to Discuss Corporate Governance, Executive Compensation and Environmental, Social and Governance Matters

    • •Stand-alone Compensation Recovery Policy and Broad Clawback Provisions in the Company's 2020 Omnibus Incentive Plan

    • •Policies Prohibiting Hedging, Pledging and Short Sales by Employees, Officers and Directors

    • •No Tax Gross-Ups

• •Significant Number of Directors that Demonstrate Gender, Racial and Ethnic Diversity

  • •Multiple Avenues for Stockholders to Communicate with the Board

  • •Strong Ethics Program

  • •Publication of an Annual Corporate Sustainability Report

  • •Board Diversity Policy

• •Limit on the Number of Boards on Which our Directors are Allowed to Serve

  • •Board Oversight of the Enterprise Risk Management Process

• •Mandatory Retirement Age for Directors (unless waived by the Board)

Sustainability Highlights

See "Sustainability Matters" beginning on page 17 for more information.

The Corporate Governance Committee of our Board of Directors (the "Corporate Governance Committee"), to which the Board has delegated oversight responsibility for the Company's social, environmental and sustainability initiatives, receives regular updates from members of management on sustainability-related topics, such as employee engagement and wellness, talent management, and climate. In addition, the Company publishes an annual Corporate Sustainability Report, which is available in the Sustainability section of our investor relations website athttps://investors.primerica.com.

We are proud of our sustainability-related awards and recognition, which include:

• ▪Top Workplaces USA - 2021 - 2025

• ▪Newsweek America's Greatest Workplaces for Diversity - 2024 and 2025

• ▪The Canadian Foundation for Physically Disabled Persons Corporate Award to Primerica Life Insurance Company of Canada - 2025

• ▪Newsweek America's Greatest Workplaces - 2023 and 2024

• ▪Newsweek America's Greatest Workplaces for Women - 2024

• ▪Forbes America's Best Midsize Employers - 2024 and 2025

• ▪USA Today America's Climate Leaders - 2024

• ▪Forbes America's Best Employers for Women - 2019 - 2024

• ▪Forbes America's Best Employer for Diversity - 2021 and 2022

• ▪Bloomberg Gender Equality Index - 2020 - 2023

Our Corporate Sustainability Report and the information available in the Sustainability section of our investor relations website are not deemed part of this Proxy Statement and are not incorporated herein by reference.

Executive Compensation Highlights

See "Executive Compensation" beginning on page 45 for more information.

The Compensation Committee of our Board of Directors (the "Compensation Committee") has structured our executive compensation program to pay for performance and, over the long term, to provide compensation to our executive officers that is market competitive. Further, a meaningful percentage of compensation is tied to the achievement of challenging corporate performance objectives. Set forth below is a brief description of our executive compensation program for fiscal 2024.

• •Compensation components include base salary, long-term equity awards, annual cash incentive awards and other compensation.

• •The Compensation Committee set cash incentive award targets for each of our executive officers at the beginning of fiscal 2024.



Cash incentive awards are based on the Company's achievement of pre-determined performance goals related to adjusted operating revenues, adjusted net operating income, ROAE and size of life-licensed sales force at year end. Award amounts can be increased or decreased by the Compensation Committee by up to 20% for personal performance, including the impact of unanticipated events.

Attachments

• Original document
• Permalink

Disclaimer

Primerica Inc. published this content on April 01, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 01, 2025 at 13:13 UTC.