Primoris Services Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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PRIMORIS SERVICES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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A Message from Our Chairman

DEAR STOCKHOLDERS:​

On behalf of the Board of Directors, I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation (NYSE: PRIM), to be held on Wednesday, April 30, 2025, at 9:00 a.m. Central Time.

We will provide virtual access to the meeting. To participate, register at https://web.viewproxy.com/Primoris/2025/ by 11:59 p.m. Central Time on April 25, 2025. You will need to enter your information, including the control number from your proxy card or voting instruction form, to receive a password to attend the meeting.

As always, we encourage you to vote your shares prior to the Annual Meeting by voting online or by completing and returning the enclosed proxy card.

As we vote on the election of new Board members, I want to thank our retiring Board member, Stephen Cook. Since joining our Board in 2008, Mr. Cook has provided valuable guidance to help shape the path of Primoris.

During the Annual Meeting, we will discuss each item of business described in the accompanying Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement. We encourage you to read these materials and the Annual Report to Stockholders on SEC Form 10-K carefully. A copy of the Annual Report is included in this mailing. These materials are also available on our website at www.prim.com.

Your vote is important to ensure the presence of a quorum, whether or not you plan to attend the meeting. Please ensure that your shares are represented and voted by signing, dating and promptly mailing your enclosed proxy card. If you attend the Annual Meeting of Stockholders virtually, you will have the right to vote during the meeting if you so desire. If you hold your shares through an account with a broker, nominee, fiduciary or other custodian, please follow the instructions you receive from them to vote your shares.

Thank you for your ongoing support of and continued interest in Primoris Services Corporation.

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By Order of the Board of Directors,​

David L. King

Chairman of the Board

Interim President and Chief Executive Officer

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Notice of the 2025

Annual Meeting of Stockholders

March 21, 2025

TO OUR STOCKHOLDERS:

The 2025 Annual Meeting of Stockholders of Primoris Services Corporation, a Delaware corporation, will be held virtually on Wednesday, April 30, 2025, at 9:00 a.m., Central Time.

Only stockholders that owned shares of our Common Stock at the close of business on March 10, 2025, are entitled to vote at the Annual Meeting. A list of our stockholders will be made available at our principal executive offices at 2300 N. Field Street, Suite 1900, Dallas, Texas 75201 during ordinary business hours for ten days prior to the Annual Meeting. The list will also be available for the duration of the virtual meeting via a secure link provided to stockholders who register to attend the virtual meeting.

At the Annual Meeting, we will consider the following proposals, which are described in detail in the accompanying Proxy Statement:

to elect eight Directors to hold office for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2026 or until a successor is qualified and elected;

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to approve, in an advisory, non-binding vote, the Company’s named executive officer compensation;

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to ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

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to transact such other business as may properly come before the Annual Meeting and all adjournments or postponements thereof.

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Attending the Annual Meeting Virtually

We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of our Board of Directors or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in to the extent relevant to the business of the Annual Meeting, as time permits.

Both stockholders of record and stockholders who hold their shares in “street name” will need to register to be able to attend the Annual Meeting via live audio webcast, submit their questions, and vote their shares electronically at the Annual Meeting by following the instructions below. Questions by stockholders can also be submitted via the meeting website in advance of the Annual Meeting, in addition to during the Annual Meeting.

If you are a stockholder of record, you must:

If your shares are held in “street name”, you must:

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 8:30 a.m. Central Time on April 30, 2025, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

PLEASE VOTE PROMPTLY—YOUR PROXY IS REVOCABLE AND YOU MAY VOTE VIRTUALLY AT THE MEETING IF YOU WISH.

References to “Primoris”, the “Company”, “we”, “us” or “our” in this Notice and the accompanying Proxy Statement refer to Primoris Services Corporation and its subsidiaries and affiliates, unless otherwise indicated.

This Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made

available, as the case may be, on or about March 21, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 30, 2025: This Proxy Statement and our Annual Report are available free of charge at https://www.cstproxy.com/Primoris/2025, a site that does not have “cookies” that identifies visitors to the site.