Primoris Services Director Terry McCallister Acquires Additional Shares Through Dividend Reinvestment Program

About Primoris Services Corporation and Its Business Operations

Primoris Services Corporation is a publicly traded company listed on the New York Stock Exchange under the ticker PRIM. The company operates as a diversified engineering and construction services firm serving multiple industrial sectors across North America. Primoris provides engineering, construction, operations management, and specialized services to clients in the energy, refining, power generation, and industrial infrastructure markets. The company's service portfolio spans project development, design, procurement, and execution across complex industrial environments, positioning it as a contractor for major infrastructure and industrial projects.

As a publicly traded industrial services company, Primoris maintains a governance structure that includes a board of directors responsible for overseeing corporate strategy and performance. Directors are subject to securities regulations requiring disclosure of their beneficial ownership changes, particularly when transactions occur that may affect their stake in the company or signal management confidence in the organization's value and prospects.

Details of the Dividend Reinvestment Transaction

The transaction disclosed in the regulatory filing occurred on July 15, 2026, and involved the automatic reinvestment of dividends paid to shareholders. According to the filing, McCallister acquired 19.501 shares of Primoris common stock through this mechanism. The transaction price associated with the dividend reinvestment was recorded at $86.66 per share. This type of transaction is routine for shareholders who elect to participate in broker-sponsored dividend reinvestment plans, which allow cash dividends to be automatically converted into additional share purchases rather than being distributed as cash to the shareholder.

The filing indicates that the pricing information and additional details regarding the transaction, including any applicable price ranges, were based on information provided by an investment advisor. The automatic nature of dividend reinvestment transactions means they occur without requiring active trading decisions by the shareholder, representing a passive accumulation mechanism for investors who choose this approach to build their equity positions over time.

McCallister's Beneficial Ownership Position Following the Transaction

Following completion of the July 15, 2026, transaction, McCallister's total beneficial ownership of Primoris common stock reached 21,144.055 shares held in direct form. Direct ownership refers to shares registered in the name of the individual or held in accounts over which the individual exercises control. This represents the accumulated position resulting from the dividend reinvestment activity disclosed in the filing, with the recent acquisition adding to previously held shares in the director's personal account.

In addition to direct holdings, McCallister maintains an indirect beneficial ownership interest through the Terry D. McCallister Trust, a trust instrument dated June 14, 2013. The filing discloses that this trust holds 10,000 shares of Primoris common stock beneficially owned by McCallister in his capacity as a trustee. This structure demonstrates the use of trusts as a common mechanism for asset management and succession planning among corporate insiders, with the trust arrangement allowing for organized management of equity holdings across multiple beneficiaries or purposes defined in the trust agreement.

Regulatory Disclosure and Director Status

Terry D. McCallister is identified in the filing as a director of Primoris Services Corporation. Directors of public companies are required under Section 16 of the Securities Exchange Act of 1934 to report changes in their beneficial ownership of company securities. These reporting requirements exist to provide transparency to investors regarding the equity stakes held by members of the company's board, with the theory that directors' ownership levels may reflect their confidence in the company's future performance and strategic direction.

The regulatory disclosure was filed on July 17, 2026, two days after the transaction execution date. McCallister's address on file with the company is listed at the principal executive offices of Primoris Services Corporation, located at 2300 North Field Street, Suite 1900, in Dallas, Texas. The filing was executed by Kenneth M. Dodgen, identified as attorney-in-fact for McCallister, indicating that a power of attorney arrangement was in place authorizing this representative to execute regulatory filings on the director's behalf.

Dividend Reinvestment Plan Mechanics and Director Participation

Primoris maintains a broker-sponsored dividend reinvestment plan that allows shareholders, including directors and other company insiders, to participate in the automatic conversion of cash dividends into additional share purchases. The McCallister transaction exemplifies how this mechanism functions in practice, with dividend payments being channeled directly into equity accumulation rather than being distributed as cash compensation. These plans are widely used by publicly traded companies and are designed to provide shareholders with a convenient method for compounding their equity positions without incurring brokerage fees on reinvested dividends.

The participation of board directors in dividend reinvestment plans is relatively common and may be viewed as aligned with shareholder interests, as it demonstrates continued commitment to equity ownership and exposure to the company's financial performance. The specific mechanics disclosed in the filing indicate that the broker handling the dividend reinvestment purchases shares at market-determined prices and that full pricing transparency may be limited when purchases occur in aggregate or through specialized dividend reinvestment mechanisms.

Trust Structure and Indirect Beneficial Ownership

The filing references the Terry D. McCallister Trust dated June 14, 2013, as the vehicle holding 10,000 shares of Primoris common stock indirectly beneficially owned by McCallister. This trust structure is a standard estate planning and asset management tool used by high-net-worth individuals to organize holdings, provide for succession planning, and potentially manage tax implications across different beneficiaries. The trust arrangement does not change the beneficial ownership determination for securities law purposes, as McCallister retains beneficial ownership rights even though the legal title rests with the trust.

Trust-held securities require separate disclosure from directly held securities in regulatory filings to provide a complete picture of an insider's total equity exposure to the company. The combination of direct holdings (21,144.055 shares) and trust-held securities (10,000 shares) indicates McCallister's significant aggregate position in Primoris, totaling over 31,000 shares of beneficial ownership when considered together. This substantial holdings level may be relevant to investors assessing the alignment between board members' personal financial interests and shareholder interests.

Securities Law Requirements for Form 4 Filings

The disclosure filed by Primoris follows requirements established under federal securities regulations that mandate officers, directors, and beneficial owners of ten percent or more of a company's securities report transactions in those securities. The filing format, known as Form 4, standardizes the reporting of ownership changes and ensures consistent disclosure across public companies and their insiders. These regulatory requirements are designed to prevent insider trading abuses and provide investors with timely information regarding changes in insider equity positions.

The signature block of the filing includes a legal reminder that intentional misstatements or omissions of facts in insider trading reports constitute federal criminal violations under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a). This language underscores the serious legal consequences associated with inaccurate insider reporting and reflects the enforcement priorities of the Securities and Exchange Commission in ensuring the integrity of disclosure information relied upon by investors.

Investment Implications and Market Context

The disclosure of insider share acquisitions, even through routine dividend reinvestment mechanisms, may be monitored by market participants and investment analysts as an indicator of insider sentiment regarding the company's valuation and prospects. When directors and officers continue to accumulate equity stakes through mechanisms like dividend reinvestment, it may suggest confidence in the company's long-term value creation potential. However, such transactions may also reflect passive accumulation patterns established years earlier rather than representing current judgments about company valuation or performance.

Investors analyzing insider ownership data should consider the context of the transaction type, the magnitude of holdings relative to compensation and net worth, and patterns of insider activity over time rather than placing excessive reliance on individual routine transactions. The participation of McCallister in the dividend reinvestment plan represents a continuation of a disciplined approach to equity accumulation that may have been established long before the current filing date and may not necessarily indicate new assessments of company value or strategic direction.

Corporate Governance and Insider Trading Oversight

Primoris Services Corporation, as a publicly traded company, operates under corporate governance frameworks that include policies designed to prevent insider trading abuses and ensure compliance with securities regulations. The company's directors, officers, and other insiders are subject to trading restrictions, blackout periods, and disclosure requirements that govern when they may trade in company securities and how those transactions must be reported to regulatory authorities. These governance mechanisms reflect regulatory requirements and best practices designed to protect investors and maintain market integrity.

The filing demonstrates that Primoris maintains systems for processing and reporting insider transactions in compliance with federal securities laws. The involvement of an attorney-in-fact in executing the Form 4 filing suggests that the company or its directors maintain legal representation to ensure accurate and timely completion of required regulatory disclosures. This administrative infrastructure supports the company's ability to operate effectively as a public company while managing the complex compliance obligations associated with being a publicly traded entity.