Primerica, Inc.

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.

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:

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Adjusted net operating income return on adjusted stockholders’ equity (“ROAE”) of 31.2% (see “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement);

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Return to stockholders in the form of approximately $425.0 million in share repurchases; and

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

Our total stockholder return (“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 return for 2024 of 13.9% and the S&P 500 Insurance Index return of 26.8%.

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Distribution Results

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

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

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

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

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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;

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

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

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

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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.

PROXY SUMMARY

(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:

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Maximizing sales force growth, leadership and productivity;

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Broadening and strengthening our protection product portfolio;

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

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

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

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

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

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Expand representative and client digital experiences to create connected conversations;

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

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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:

PROXY SUMMARY

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:

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Top Workplaces USA – 2021 - 2025

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Newsweek America's Greatest Workplaces for Diversity – 2024 and 2025

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

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Newsweek America's Greatest Workplaces – 2023 and 2024

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Newsweek America's Greatest Workplaces for Women – 2024

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Forbes America's Best Midsize Employers – 2024 and 2025

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USA Today America's Climate Leaders – 2024

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Forbes America’s Best Employers for Women – 2019 - 2024

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Forbes America's Best Employer for Diversity – 2021 and 2022

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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.

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

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

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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.

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The 2024 corporate performance award was equal to 147.4% of the target.

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The Compensation Committee made a personal performance adjustment for Mr. Pitts, as discussed in "Executive Compensation -- Compensation Committee Message."

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The Compensation Committee made an annual grant of long-term equity awards to each of our executive officers in February 2024 based on fixed values determined by the Compensation Committee.

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Equity award value is split equally between time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”).

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The RSUs vest in equal installments over three years.

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The PSUs will be earned based equally on the Company’s average ROAE and average annual adjusted operating earnings per share (“EPS”) growth over a three-year performance period of 2024 through 2026, and our executive officers will receive between 0% and 150% of the awarded shares in March 2027.

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The Compensation Committee made a special equity grant valued at $2.5 million to our Chief Executive Officer in December 2024. The special equity grant is scheduled to cliff vest in December 2027.

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Each of our executive officers has an employment agreement that provides for severance payments upon a termination of employment without cause or a resignation for good reason.

The Company provides only limited perquisites, and the Compensation Committee has adopted an Executive and Director Perquisites Policy. This policy provides that all perquisites paid to directors and senior executives must be approved by the Compensation Committee and it lists certain categories of perquisites that have been pre-approved.

The table below highlights the fiscal 2024 compensation for our named executive officers as disclosed in the “Summary Compensation Table” on page 71.

*Percentages may not add to 100% due to rounding.

(1)

At our Chief Executive Officer's request, the Compensation Committee reduced his compensation by 20% from September 1, 2022 through December 31, 2024. If not for this reduction, his base salary in 2024 would have been $750,000, his 2024 equity award value would have totaled $5,250,000, his short-term cash bonus for 2024 would have been $2,211,000 and his total compensation for 2024 would have been $7,632,509.