UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): February 20, 2026
Primerica, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
| ||
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer | ||
|
|
1 Primerica Parkway Duluth, Georgia 30099 |
|
| ||
| (Address of Principal Executive Offices, and Zip Code) |
| ||||
(770) 381-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
☐ |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
☐ |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
☐ |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | PRI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 20, 2026, the Board of Directors (the “Board”) of Primerica, Inc. (the “Company”) approved and adopted the Company’s Fourth Amended and Restated By-Laws (the “Fourth Amended and Restated By-Laws”). The Fourth Amended and Restated By-Laws amended the Company’s then-existing by-laws to require the Board to call a special meeting of stockholders upon the written request of one or more stockholders of record who own (or if, such request is made by stockholders of record on behalf of one or more beneficial owners, such beneficial owners who own), in the aggregate, not less than a majority of the voting power of all the Company’s shares entitled to vote on the matters to be brought before the proposed special meeting (the “Requisite Percentage”). The Fourth Amended and Restated By-Laws set forth certain informational and procedural requirements with respect to a stockholder’s right to request a special meeting, including:
The foregoing summary and description of the Fourth Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated By-Laws, a blackline copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. |
| Financial Statements and Exhibits. |
|
|
|
(d) Exhibits. |
| |
|
|
|
3.1 |
| Fourth Amended and Restated By-laws of Primerica, Inc., effective February 20, 2026. |
|
|
|
104 |
| Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 23, 2026 |
| PRIMERICA, INC. | |
|
|
| |
|
|
| |
|
| /s/ Stacey K. Geer |
|
|
| Stacey K. Geer Executive Vice President, Deputy General Counsel and Chief Governance and Risk Officer | |