10-Q

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets – Unaudited


	June 30, 2025			December 31, 2024
	(In thousands, except per-share amounts)
Assets:
Investments:
Fixed-maturity securities available-for-sale, at fair value (amortized cost: $3,254,701 in 2025 and $3,152,483 in 2024)	$	3,096,708		$	2,946,126
Fixed-maturity security held-to-maturity, at amortized cost (fair value: $1,225,532 in 2025 and $1,227,428 in 2024)		1,258,800			1,303,880
Equity securities, at fair value (historical cost: $20,385 in 2025 and $22,935 in 2024)		24,867			27,144
Trading securities, at fair value (cost: $3,431 in 2025 and $3,562 in 2024)		2,969			3,011
Policy loans and other invested assets		52,955			50,881
Total investments		4,436,299			4,331,042
Cash and cash equivalents		621,198			687,821
Accrued investment income		29,247			28,100
Reinsurance recoverables		2,698,144			2,744,165
Deferred policy acquisition costs, net		3,817,119			3,680,430
Agent balances, due premiums and other receivables		300,498			282,607
Intangible asset		45,275			45,275
Income taxes		131,807			122,664
Operating lease right-of-use assets		44,149			47,023
Other assets		387,605			403,608
Separate account assets		2,318,492			2,209,287
Total assets	$	14,829,833		$	14,582,022

Liabilities and stockholders’ equity:
Liabilities:
Future policy benefits	$	6,719,044		$	6,503,064
Unearned and advance premiums		16,917			15,606
Policy claims and other benefits payable		507,553			488,350
Other policyholders’ funds		382,089			402,323
Note payable		594,913			594,512
Surplus note		1,258,508			1,303,556
Income taxes		65,537			115,611
Operating lease liabilities		52,323			55,478
Other liabilities		523,517			549,160
Payable under securities lending		83,425			86,034
Separate account liabilities		2,318,492			2,209,287
Commitments and contingent liabilities (see Commitments and Contingent Liabilities note)
Total liabilities		12,522,318			12,322,981
Stockholders’ equity:
Common stock ($0.01 par value; authorized 500,000 shares in 2025 and 2024; issued and outstanding 32,545 shares in 2025 and 33,368 shares in 2024)		326			334
Paid-in capital		-			-
Retained earnings		2,270,995			2,231,483
Accumulated other comprehensive income (loss), net of income tax:
Effect of change in discount rate assumptions on the liability for future policy benefits		174,626			224,833
Unrealized foreign currency translation gains (losses)		(13,803	)		(34,767	)
Net unrealized investment gains (losses) on available-for-sale securities		(124,629	)		(162,842	)
Total stockholders’ equity		2,307,515			2,259,041
Total liabilities and stockholders’ equity	$	14,829,833		$	14,582,022

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income – Unaudited


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands, except per-share amounts)
Revenues:
Direct premiums	$	866,254		$	845,358		$	1,725,099		$	1,686,404
Ceded premiums		(433,408	)		(427,561	)		(843,930	)		(837,325	)
Net premiums		432,846			417,797			881,169			849,079
Commissions and fees		306,032			268,193			602,988			517,138
Investment income net of investment expenses		55,549			54,111			111,888			107,702
Interest expense on surplus note		(14,621	)		(15,659	)		(29,289	)		(31,444	)
Net investment income		40,928			38,452			82,599			76,258
Realized investment gains (losses)		(2,338	)		565			(2,421	)		572
Other investment gains (losses)		(528	)		(664	)		312			634
Investment gains (losses)		(2,866	)		(99	)		(2,109	)		1,206
Other, net		16,394			66,612			33,530			83,223
Total revenues		793,334			790,955			1,598,177			1,526,904

Benefits and expenses:
Benefits and claims		152,494			150,030			327,355			316,351
Future policy benefits remeasurement (gain) loss		(5,895	)		(4,329	)		(9,168	)		(4,275	)
Amortization of deferred policy acquisition costs		80,043			73,643			158,592			145,692
Sales commissions		166,291			142,154			324,409			273,292
Insurance expenses		64,362			62,685			129,168			125,834
Insurance commissions		5,751			7,399			11,875			17,033
Interest expense		6,000			6,099			12,005			12,870
Other operating expenses		89,791			80,505			188,129			173,950
Total benefits and expenses		558,837			518,186			1,142,365			1,060,747
Income from continuing operations before income taxes		234,497			272,769			455,812			466,157
Income taxes from continuing operations		56,153			63,467			108,417			108,442
Income from continuing operations		178,344			209,302			347,395			357,715
Loss from discontinued operations, net of income taxes		-			(208,131	)		-			(218,641	)
Net income	$	178,344		$	1,171		$	347,395		$	139,074

Basic earnings per share:
Continuing operations	$	5.41		$	6.08		$	10.47		$	10.30
Discontinued operations		-			(6.05	)		-			(6.30	)
Basic earnings per share	$	5.41		$	0.03		$	10.47		$	4.00

Diluted earnings per share:
Continuing operations	$	5.40		$	6.07		$	10.45		$	10.28
Discontinued operations		-			(6.04	)		-			(6.29	)
Diluted earnings per share	$	5.40		$	0.03		$	10.45		$	3.99

Weighted-average shares used in computing earnings per share:
Basic		32,870			34,383			33,080			34,633
Diluted		32,911			34,440			33,126			34,688

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited


	Three months ended June 30,					Six months ended June 30,
	2025		2024			2025			2024
	(In thousands)
Net income	$	178,344	$	1,171		$	347,395		$	139,074
Other comprehensive income (loss) before income taxes:
Unrealized investment gains (losses) on available-for-sale securities:
Change in unrealized holding gains (losses) on available-for-sale securities		9,794		(6,756	)		46,719			(21,602	)
Reclassification adjustment for investment (gains) losses included in net income		1,566		(565	)		1,645			(572	)
Effect of change in discount rate assumptions on the liability for future policy benefits		4,406		137,798			(63,047	)		305,884
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains (losses)		21,388		(3,817	)		20,964			(13,272	)
Total other comprehensive income (loss) before income taxes		37,154		126,660			6,281			270,438
Income tax expense (benefit) related to items of other comprehensive income (loss)		3,604		27,697			(2,689	)		60,521
Other comprehensive income (loss), net of income taxes		33,550		98,963			8,970			209,917
Total comprehensive income (loss)	$	211,894	$	100,134		$	356,365		$	348,991

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity – Unaudited


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands, except per-share amounts)
Equity
Common stock:
Balance, beginning of period	$	331		$	346		$	334		$	350
Repurchases of common stock		(5	)		(6	)		(9	)		(11	)
Net issuance of common stock		-			-			1			1
Balance, end of period		326			340			326			340

Paid-in capital:
Balance, beginning of period		-			-			-			-
Share-based compensation		3,804			5,690			19,055			20,502
Net issuance of common stock		-			-			(1	)		(1	)
Repurchases of common stock		(3,804	)		(5,690	)		(19,054	)		(20,501	)
Balance, end of period		-			-			-			-

Retained earnings:
Balance, beginning of period		2,253,434			2,285,937			2,231,483			2,276,946
Net income		178,344			1,171			347,395			139,074
Dividends		(34,209	)		(25,836	)		(68,945	)		(52,091	)
Repurchases of common stock		(126,574	)		(138,440	)		(238,938	)		(241,097	)
Balance, end of period		2,270,995			2,122,832			2,270,995			2,122,832

Accumulated other comprehensive income (loss), net of income tax:
Balance, beginning of period		2,644			(100,375	)		27,224			(211,329	)
Effect of change in discount rate assumptions on the liability for future policy benefits		3,028			108,587			(50,207	)		240,527
Change in foreign currency translation adjustment		21,388			(3,817	)		20,964			(13,272	)
Change in net unrealized investment gains (losses) during the period		9,134			(5,807	)		38,213			(17,338	)
Balance, end of period		36,194			(1,412	)		36,194			(1,412	)

Total stockholders’ equity	$	2,307,515		$	2,121,760		$	2,307,515		$	2,121,760


Dividends declared per share	$	1.04		$	0.75		$	2.08		$	1.50

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows – Unaudited


	Six months ended June 30,
	2025			2024
	(In thousands)
Cash flows from operating activities:
Net income	$	347,395		$	139,074
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Change in future policy benefits and other policy liabilities		93,709			27,932
Deferral of policy acquisition costs		(275,342	)		(271,170	)
Amortization of deferred policy acquisition costs		158,592			145,692
Change in income taxes		(49,947	)		(59,157	)
Investment (gains) losses		2,109			(1,206	)
Accretion and amortization of investments		(1,579	)		(1,863	)
Depreciation and amortization		10,024			14,483
Change in reinsurance recoverables		88,798			110,508
Change in agent balances, due premiums and other receivables		(12,825	)		(14,793	)
Change in renewal commissions receivable		1,265			19,237
Trading securities sold, matured, or called (acquired), net		123			15,160
Share-based compensation		15,477			15,668
Impairment of goodwill and other long-lived assets		-			253,607
Gain on insurance proceeds received from acquisition representation and warranty policy		-			(50,000	)
Change in other operating assets and liabilities, net		(17,757	)		41,010
Net cash provided by (used in) operating activities		360,042			384,182

Cash flows from investing activities:
Available-for-sale investments sold, matured or called:
Fixed-maturity securities — sold		1,329			1,382
Fixed-maturity securities — matured or called		235,712			215,444
Short-term investments — matured or called		-			268
Equity securities — sold		26			-
Equity securities — matured or called		1,829			4,272
Available-for-sale investments acquired:
Fixed-maturity securities		(326,997	)		(315,271	)
Equity securities — acquired		(112	)		-
Purchases of property and equipment and other investing activities, net		(12,258	)		(12,604	)
Cash collateral received (returned) on loaned securities, net		(2,609	)		(8,789	)
Sales (purchases) of short-term investments using securities lending collateral, net		2,609			8,789
Insurance proceeds received from acquisition representation and warranty policy		-			50,000
Net cash provided by (used in) investing activities		(100,471	)		(56,509	)

Cash flows from financing activities:
Dividends paid		(68,945	)		(52,091	)
Common stock repurchased		(251,008	)		(251,821	)
Tax withholdings on share-based compensation		(8,655	)		(7,491	)
Finance leases		(137	)		(130	)
Net cash provided by (used in) financing activities		(328,745	)		(311,533	)
Effect of foreign exchange rate changes on cash		2,551			(1,996	)
Change in cash and cash equivalents		(66,623	)		14,144
Cash and cash equivalents, beginning of period		687,821			613,148
Cash and cash equivalents, end of period	$	621,198		$	627,292

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — Unaudited

(1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies

Description of Business. Primerica, Inc. (the “Parent Company”), together with its subsidiaries (collectively, “we”, “us” or the “Company”), is a leading provider of financial products and services to middle-income households in the United States and Canada through a network of independent contractor sales representatives (“independent sales representatives” or “independent sales force”). We 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. Our primary subsidiaries include the following entities: Primerica Financial Services, LLC, a general agency and marketing company; Primerica Life Insurance Company (“Primerica Life”), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada (“Primerica Life Canada”) and PFSL Investments Canada Ltd.; and PFS Investments Inc., an investment products company and broker-dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company, a New York insurance company. Vidalia Re, Inc. (“Vidalia Re”) is a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. Vidalia Re has entered into a separate coinsurance agreement with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Vidalia Re (the “Vidalia Re Coinsurance Agreement”).

Basis of Presentation. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”).

The accompanying unaudited condensed consolidated financial statements contain all adjustments, generally consisting of normal recurring accruals, which are necessary to fairly present the balance sheets as of June 30, 2025 and December 31, 2024, the statements of income, comprehensive income (loss), and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. Results of operations for interim periods are not necessarily indicative of results for the entire year or of the results to be expected in future periods.

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are sufficient to make the information not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”).

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements. The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs (“DAC”), liability for future policy benefits (“LFPB”) and corresponding amounts recoverable from reinsurers, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.

Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and those entities required to be consolidated under U.S. GAAP. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated.

Changes to Accounting Policies. All significant accounting policies remain unchanged from the 2024 Annual Report unless otherwise described.

Reclassifications. Certain reclassifications have been made to prior period amounts to conform to current period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity and were primarily related to discontinued operations. See Note 2 (Discontinued Operations) for more information.

New Accounting Standards Not Yet Adopted. For more information on new accounting standards not yet adopted, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements in our 2024 Annual Report. Other recently issued accounting guidance not discussed in our 2024 Annual Report is not applicable, is immaterial to our consolidated financial statements, or did not or is not expected to have a material impact on our business.

(2) Discontinued Operations

The Company reports the results of operations of a business as discontinued operations if (i) the business has been disposed of or is classified as held for sale; (ii) the disposal of the business represents a strategic shift that will have a major impact on the Company’s operations and financial results; (iii) the operations and cash flows of the business have been or will be eliminated from the ongoing operations of the Company as a result of the disposal; and (iv) the Company will not have any significant continuing involvement in the operations of the business after the disposal. The results of discontinued operations are reported in net income from discontinued operations in the unaudited condensed consolidated statements of income for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell, as applicable. Assets and liabilities related to a business which meets the criteria for discontinued operations are segregated in the unaudited condensed consolidated balance sheets for the current and prior periods.

On September 30, 2024, the Company abandoned its ownership in e-TeleQuote Insurance, Inc. and subsidiaries (collectively, “e-TeleQuote”), a marketer of Medicare-related insurance products underwritten by third-party health insurance carriers to eligible Medicare beneficiaries (the “Senior Health business”), by irrevocably and permanently surrendering and relinquishing all rights in e-TeleQuote to an independent third party without receipt of consideration and with no continuing involvement in its management or operations.

The Company determined that the disposal represented a strategic shift that would have a major impact on the Company’s operations and financial results. The disposal represented a strategic shift as the Senior Health business had been designated as a separate operating segment, and the Board of Directors (“Board”) and management recognized that its previously expected impact on the Company’s operations and financial results would not be realized. Accordingly, the results of operations for the Senior Health business have been reported in discontinued operations for all periods presented in our unaudited condensed consolidated statements of income. We had no assets or liabilities remaining from the Senior Health business on our unaudited condensed consolidated balance sheets as of June 30, 2025 or December 31, 2024. Prior year Senior Health-related balances in the notes to the unaudited condensed consolidated financial statements have been restated to remove balances and activities related to the discontinued operations except as otherwise noted.

We recognized an after-tax net gain on disposal of $2.0 million in the second half of 2024, which was comprised of the $95.8 million write-off of e-TeleQuote’s assets and liabilities as of the abandonment date and the recognition of a $97.8 million income tax benefit. The federal income tax benefit remaining to be utilized was $15.9 million and $31.8 million as of June 30, 2025 and December 31, 2024, respectively.

The major classes of line items constituting discontinued operations in the accompanying unaudited condensed consolidated statements of income were as follows:


	Three months ended June 30,					Six months ended June 30,
	2025		2024			2025		2024
	(In thousands)
Revenues:
Commissions and fees	$	-	$	11,576		$	-	$	17,652
Other, net		-		844			-		1,648
Total revenues		-		12,420			-		19,300
Expenses:
Contract acquisition costs		-		15,724			-		29,257
Impairment of goodwill and other long-lived assets		-		253,607			-		253,607
Other operating expenses		-		8,061			-		15,561
Total expenses		-		277,392			-		298,425
Loss before income taxes		-		(264,972	)		-		(279,125	)
Income tax benefit		-		56,841			-		60,484
Loss from discontinued operations, net of income taxes	$	-	$	(208,131	)	$	-	$	(218,641	)

Total operating and investing cash flows of the discontinued operations were as follows, which excludes the Company’s use of $15.9 million of the total income tax benefit recognized on disposal to offset federal income tax payments during the six months ended June 30, 2025:


	Six months ended June 30,
	2025		2024
	(In thousands)
Net cash provided by (used in) operating activities	$	-	$	5,049
Net cash provided by (used in) investing activities	$	-	$	(53	)

(3) Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) (“OCI”), including the income tax expense or benefit allocated to each component, were as follows:


	Three months ended June 30,					Six months ended June 30,
	2025		2024			2025			2024
	(In thousands)
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains (losses) before income taxes	$	21,388	$	(3,817	)	$	20,964		$	(13,272	)
Income tax expense (benefit) on unrealized foreign currency translation gains (losses)		-		-			-			-
Change in unrealized foreign currency translation gains (losses), net of income taxes	$	21,388	$	(3,817	)	$	20,964		$	(13,272	)
Unrealized gain (losses) on available-for-sale securities:
Change in unrealized holding gains (losses) arising during period before income taxes	$	9,794	$	(6,756	)	$	46,719		$	(21,602	)
Income tax expense (benefit) on unrealized holding gains (losses) arising during period		1,897		(1,395	)		9,806			(4,716	)
Change in unrealized holding gains (losses) on available-for-sale securities arising during period, net of income taxes		7,897		(5,361	)		36,913			(16,886	)

Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities		1,566		(565	)		1,645			(572	)
Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income		329		(119	)		345			(120	)
Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes		1,237		(446	)		1,300			(452	)
Change in unrealized gains (losses) on available-for-sale securities, net of income taxes and reclassification adjustment	$	9,134	$	(5,807	)	$	38,213		$	(17,338	)
Effect of change in discount rate assumptions on the LFPB:
Change in effect in discount rate assumptions on the LFPB before income taxes	$	4,406	$	137,798		$	(63,047	)	$	305,884
Income tax expense (benefit) on the effect of change in discount rate
assumptions on the LFPB from accumulated OCI to net income		1,378		29,211			(12,840	)		65,357
Change in effect in discount rate assumptions on the LFPB, net of income taxes	$	3,028	$	108,587		$	(50,207	)	$	240,527

(4) Segment Information

Segments. We have two primary operating segments — Term Life Insurance and Investment and Savings Products. We also have a Corporate and Other Distributed Products segment. For more information on our segments, see Note 4 (Segment and Geographical Information) to our consolidated financial statements in our 2024 Annual Report.

Income (loss) before income taxes by segment, including significant expense categories, was as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands)
Term Life Insurance segment:
Total revenues	$	441,834		$	426,944		$	899,676		$	867,357
Benefits and expenses:
Benefits and claims		148,725			146,268			319,968			310,115
Future policy benefits remeasurement (gain) loss		(5,743	)		(4,280	)		(9,145	)		(4,600	)
Amortization of DAC		78,386			71,916			155,308			142,407
Insurance expenses		63,216			61,476			126,861			123,454
Insurance commissions		2,238			3,785			4,887			9,833
Total benefits and expenses		286,822			279,165			597,879			581,209
Income before income taxes	$	155,012		$	147,779		$	301,797		$	286,148


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In thousands)
Investment and Savings Products segment:
Total revenues	$	298,298	$	260,906	$	589,109	$	504,622
Expenses:
Amortization of DAC		1,368		1,478		2,705		2,679
Insurance commissions		3,468		3,343		6,745		6,743
Sales commissions:
Sales-based		82,935		70,509		160,202		133,322
Asset-based		78,010		66,525		154,256		130,733
Other operating expenses:
Fees based on client asset values		11,404		9,548		22,319		18,890
Fees based on fee-generating positions		11,015		10,483		23,425		21,909
Other expenses		30,677		24,238		58,766		50,001
Total expenses		218,877		186,124		428,418		364,277
Income before income taxes	$	79,421	$	74,782	$	160,691	$	140,345


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands)
Corporate and Other Distributed Products segment:
Total revenues	$	53,202		$	103,105		$	109,392		$	154,925
Benefits and expenses:
Benefits and claims		3,769			3,762			7,387			6,236
Future policy benefits remeasurement (gain) loss		(152	)		(49	)		(23	)		325
Amortization of DAC		289			249			579			606
Insurance expenses		1,146			1,209			2,307			2,380
Insurance commissions		45			271			243			457
Sales commissions		5,346			5,120			9,951			9,237
Interest expense		6,000			6,099			12,005			12,870
Other operating expenses		36,695			36,236			83,619			83,150
Total benefits and expenses		53,138			52,897			116,068			115,261
Income (loss) before income taxes	$	64		$	50,208		$	(6,676	)	$	39,664

The following table reconciles segment revenues to total revenues and segment income (loss) before income taxes to total income from continuing operations before income taxes in the unaudited condensed consolidated statements of income:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025			2024
	(In thousands)
Revenues:
Term Life Insurance segment	$	441,834	$	426,944	$	899,676		$	867,357
Investment and Savings Products segment		298,298		260,906		589,109			504,622
Corporate and Other Distributed Products segment		53,202		103,105		109,392			154,925
Total revenues	$	793,334	$	790,955	$	1,598,177		$	1,526,904


Income (loss) from continuing operations before income taxes:
Term Life Insurance segment	$	155,012	$	147,779	$	301,797		$	286,148
Investment and Savings Products segment		79,421		74,782		160,691			140,345
Corporate and Other Distributed Products segment		64		50,208		(6,676	)		39,664
Total income from continuing operations before income taxes	$	234,497	$	272,769	$	455,812		$	466,157

In April 2024, the Company executed agreements providing for the receipt of proceeds from certain claims filed by the Company under a Representation and Warranty insurance policy negotiated and purchased in connection with the acquisition of e-TeleQuote on July 1, 2021. The claims made by the Company involved breaches of certain representations and warranties relating to the pre-acquisition financial statements made by the sellers of e-TeleQuote in connection with the acquisition. The Company recognized a gain during the second quarter of 2024 of $50.0 million, which is equal to the aggregate proceeds received in May 2024 from the third-party insurers under the policy, reflecting the full coverage under the policy. The Company recognized this gain in Corporate and Other Distributed

Products segment revenues as it resulted from a corporate investment decision to purchase the insurance policy. On a consolidated basis, this gain is included in Other, net revenue in the accompanying unaudited condensed consolidated statements of income during the three and six months ended June 30, 2024.

The Company recorded corporate restructuring charges of $0.8 million in the second quarter of 2024 associated with the decision to exit the Senior Health business, which are included in the Corporate and Other Distributed Products segment's Other operating expenses.

Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and Investment and Savings Products segments are recorded directly to the applicable segment. Other operating expenses consists primarily of employee compensation, technology and communications costs, various independent sales force-related costs, non-bank custodial and transfer agent recordkeeping administrative costs, outsourcing and professional fees, and other corporate and administrative fees and expenses. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment using methods expected to reasonably measure the benefit received by each reporting segment. Such methods include recorded usage, revenue distribution, and independent sales force representative distribution. These allocated items include fees charged for access to Primerica Online (“POL”) and costs incurred for technology, independent sales force support, occupancy and other general and administrative costs. Costs that are not directly charged or allocated to our two primary operating segments are included in the Corporate and Other Distributed Products segment.

(5) Investments

Available-for-sale Securities. The amortized cost, gross unrealized gains and losses, and fair value of available-for-sale (“AFS”) securities were as follows:


	June 30, 2025
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(In thousands)
Securities available-for-sale, carried at fair value:
Fixed-maturity securities:
U.S. government and agencies	$	9,817	$	57	$	(205	)	$	9,669
Foreign government		186,815		1,700		(6,079	)		182,436
States and political subdivisions		126,677		100		(13,977	)		112,800
Corporates		1,990,113		19,854		(90,960	)		1,919,007
Residential mortgage-backed securities		628,760		2,219		(58,313	)		572,666
Commercial mortgage-backed securities		106,388		101		(8,940	)		97,549
Other asset-backed securities		206,131		1,252		(4,802	)		202,581
Total fixed-maturity securities	$	3,254,701	$	25,283	$	(183,276	)	$	3,096,708


	December 31, 2024
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(In thousands)
Securities available-for-sale, carried at fair value:
Fixed-maturity securities:
U.S. government and agencies	$	9,822	$	7	$	(326	)	$	9,503
Foreign government		171,033		1,597		(6,206	)		166,424
States and political subdivisions		128,359		96		(14,886	)		113,569
Corporates		1,929,350		11,853		(116,095	)		1,825,108
Residential mortgage-backed securities		552,611		536		(66,590	)		486,557
Commercial mortgage-backed securities		110,426		87		(11,068	)		99,445
Other asset-backed securities		250,882		1,396		(6,758	)		245,520
Total fixed-maturity securities	$	3,152,483	$	15,572	$	(221,929	)	$	2,946,126

All of our AFS mortgage- and asset-backed securities represent beneficial interests in variable interest entities (“VIEs”). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities.

The scheduled maturity distribution of the AFS fixed-maturity securities portfolio as of June 30, 2025 was as follows:


	Amortized cost		Fair value
	(In thousands)
Due in one year or less	$	204,229	$	203,755
Due after one year through five years		804,733		795,769
Due after five years through 10 years		750,594		711,116
Due after 10 years		553,866		513,272
		2,313,422		2,223,912
Mortgage- and asset-backed securities		941,279		872,796
Total AFS fixed-maturity securities	$	3,254,701	$	3,096,708

Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.

Held-to-maturity Security. Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third- party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amounts of the Surplus Note and the LLC Note have reached their peaks and are expected to decrease over time to coincide with the amount of policy reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the Surplus Note and the LLC Note mature on December 31, 2030 and bear interest at an annual interest rate of 4.50%. This financing agreement is non-recourse to the Parent Company and Primerica Life, meaning that neither of these companies has guaranteed the Surplus Note or is otherwise liable for reimbursement for any payments triggered by the LLC Note’s credit enhancement feature. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense in our unaudited condensed consolidated statements of income. The Parent Company has agreed to support Vidalia Re’s obligation to pay the credit enhancement fee incurred on the LLC Note.

The LLC is a VIE as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but they do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the primary beneficiary of the LLC and does not consolidate the LLC within its unaudited condensed consolidated financial statements. Hannover Re’s financial strength rating by A.M. Best was A+ as of June 30, 2025.

The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of June 30, 2025, the LLC Note had an estimated unrealized holding loss of $33.3 million based on its amortized cost and estimated fair value. The estimated fair value of the LLC Note is expected to be at least equal to the estimated fair value of the offsetting Surplus Note.

As of June 30, 2025 and December 31, 2024, no credit losses have been recognized on the LLC Note.

Investments on Deposit with Governmental Authorities. As required by law, we have investments on deposit with governmental authorities and banks for the protection of policyholders. The fair value of investments on deposit was $8.1 million and $8.0 million as of June 30, 2025 and December 31, 2024, respectively.

Securities Lending Transactions. We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected in our unaudited condensed consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets in our unaudited condensed consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was $83.4 million and $86.0 million as of June 30, 2025 and December 31, 2024, respectively.

Net Investment Income. The components of net investment income were as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands)
Fixed-maturity securities (available-for-sale)	$	34,346		$	30,618		$	67,859		$	60,554
Fixed-maturity security (held-to-maturity)		14,621			15,659			29,289			31,444
Equity securities		315			323			630			712
Policy loans and other invested assets		482			543			1,514			1,005
Cash, cash equivalents and short-term investments		5,959			6,640			12,478			13,621
Total return on deposit asset underlying 10% coinsurance agreement (1)		1,918			2,400			4,306			4,574
Gross investment income		57,641			56,183			116,076			111,910
Investment expenses		(2,092	)		(2,072	)		(4,188	)		(4,208	)
Investment income net of investment expenses		55,549			54,111			111,888			107,702
Interest expense on surplus note		(14,621	)		(15,659	)		(29,289	)		(31,444	)
Net investment income	$	40,928		$	38,452		$	82,599		$	76,258

(1)

Includes $0.2 million and $0.7 million of net gains (losses) recognized for the change in fair value of the deposit asset underlying the 10% coinsurance agreement for the three and six months ended June 30, 2025, respectively. Includes $0.2 million and $0.1 million of net gains (losses) recognized for the change in fair value of the deposit asset underlying the 10% coinsurance agreement for the three and six months ended June 30, 2024, respectively.

The components of investment gains (losses), as well as details on gross realized investment gains (losses) and other investment gains (losses) were as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands)
Realized investment gains (losses):
Gross gains from sales, maturities and calls of available-for-sale fixed-maturity securities	$	410		$	673		$	428		$	680
Gross losses from sales, maturities and calls of available-for-sale fixed-maturity securities		(1,976	)		(108	)		(2,073	)		(108	)
Gross losses from sales, maturities and calls of equity securities		(772	)		-			(776	)		-
Net realized investment gains (losses):		(2,338	)		565			(2,421	)		572
Other investment gains (losses):
Market gains (losses) recognized in net income during the period on equity securities		(602	)		(675	)		226			620
Gains (losses) from equity method investments		60			-			60			-
Gains (losses) from bifurcated options		10			3			15			(1	)
Gains (losses) on trading securities		4			8			11			15
Other investment gains (losses):		(528	)		(664	)		312			634
Investment gains (losses)	$	(2,866	)	$	(99	)	$	(2,109	)	$	1,206

The proceeds from sales or other redemptions of AFS securities were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In thousands)
Proceeds from sales or other redemptions	$	137,000	$	130,676	$	237,041	$	217,094

Accrued Interest. Accrued interest is recorded in accordance with the contractual interest schedule of the underlying security. In the event of default, the Company’s policy is to no longer accrue interest on these securities and to write off any remaining accrued interest. As a result, the Company has made the policy election to not record an allowance for credit losses on accrued interest.

Credit Losses for AFS Fixed-maturity Securities. The following tables summarize all AFS securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2025 and December 31, 2024, aggregated by major security type and by length of time such securities have continuously been in an unrealized loss position:


	June 30, 2025
	Less than 12 months					12 months or longer
	Fair value		Unrealized losses			Fair value		Unrealized losses
	(In thousands)
Fixed-maturity securities:
U.S. government and agencies	$	-	$	-		$	5,780	$	(205	)
Foreign government		35,523		(713	)		71,247		(5,366	)
States and political subdivisions		9,197		(412	)		98,178		(13,565	)
Corporates		301,840		(8,309	)		917,117		(82,651	)
Residential mortgage-backed securities		85,725		(993	)		318,434		(57,320	)
Commercial mortgage-backed securities		5,920		(17	)		85,058		(8,923	)
Other asset-backed securities		12,164		(62	)		106,752		(4,740	)
Total fixed-maturity securities	$	450,369	$	(10,506	)	$	1,602,566	$	(172,770	)


	December 31, 2024
	Less than 12 months					12 months or longer
	Fair value		Unrealized losses			Fair value		Unrealized losses
	(In thousands)
Fixed-maturity securities:
U.S. government and agencies	$	3,529	$	(19	)	$	5,660	$	(307	)
Foreign government		15,044		(139	)		83,923		(6,067	)
States and political subdivisions		9,933		(350	)		99,389		(14,536	)
Corporates		398,232		(9,422	)		1,000,264		(106,673	)
Residential mortgage-backed securities		106,276		(2,605	)		327,850		(63,985	)
Commercial mortgage-backed securities		2,005		(1	)		89,876		(11,067	)
Other asset-backed securities		15,086		(81	)		114,077		(6,677	)
Total fixed-maturity securities	$	550,105	$	(12,617	)	$	1,721,039	$	(209,312	)

The amortized cost of AFS securities with a cost basis in excess of their fair values was $2,236.2 million and $2,493.1 million as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, no allowance for credit losses was recorded for AFS securities. Substantially all of the unrealized losses were the result of change in market interest rates compared to the date the securities were acquired rather than the credit quality of the securities, and we have no present intention to dispose of them.

We did not recognize any credit losses on AFS securities for the three and six months ended June 30, 2025 and 2024 in the unaudited condensed consolidated statements of income. We recognize credit losses on securities due to: (i) our intent to sell them (unless the securities are sold and the loss is realized during the same quarter when we designate the securities as intend to sell); (ii) adverse credit events indicating that we will not receive the security’s contractual cash flows when contractually due, such as news of an impending filing for bankruptcy; (iii) analyses of the issuer’s most recent financial statements or other information indicating that significant liquidity deficiencies, significant losses and large declines in capitalization exist; and (iv) analyses of rating agency information for issuances with severe ratings downgrades indicating a significant increase in the possibility of default.

Derivatives. We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred loss included in accumulated other comprehensive income (loss) was $26.4 million as of each of June 30, 2025 and December 31, 2024. These deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations, although we have no such intention.

(6) Fair Value of Financial Instruments

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Invested assets recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on observable and unobservable inputs. Observable inputs reflect market data obtained from

independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the following three levels:

•

Level 1. Quoted prices for identical instruments in active markets. Level 1 consists of financial instruments whose value is based on quoted market prices in active markets, such as cash, cash equivalents in money market funds, exchange-traded common stocks and actively traded mutual fund investments;

•

Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the underlying financial instrument, including interest rate and yield curves, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category could include: cash equivalents and short-term investments in U.S. treasury securities; certain public and private corporate fixed-maturity and equity securities; government or agency securities; and certain mortgage- and asset-backed securities; and

•

Level 3. Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category could include less liquid mortgage- and asset-backed securities and equity securities.

As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest in the hierarchy) that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods.

The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows:


	June 30, 2025
	Level 1		Level 2		Level 3		Total
	(In thousands)
Fair value assets:
Available-for-sale fixed-maturity securities:
U.S. government and agencies	$	-	$	9,669	$	-	$	9,669
Foreign government		-		182,436		-		182,436
States and political subdivisions		-		112,800		-		112,800
Corporates		3,720		1,915,287		-		1,919,007
Mortgage- and asset-backed securities:
Residential mortgage-backed securities		-		572,666		-		572,666
Commercial mortgage-backed securities		-		97,549		-		97,549
Other asset-backed securities		-		202,581		-		202,581
Total available-for-sale fixed-maturity securities		3,720		3,092,988		-		3,096,708
Equity securities		24,867		-		-		24,867
Trading securities		-		2,969		-		2,969
Cash and cash equivalents		621,198		-		-		621,198
Separate accounts		-		2,318,492		-		2,318,492
Total fair value assets	$	649,785	$	5,414,449	$	-	$	6,064,234
Fair value liabilities:
Separate accounts	$	-	$	2,318,492	$	-	$	2,318,492
Total fair value liabilities	$	-	$	2,318,492	$	-	$	2,318,492


	December 31, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Fair value assets:
Available-for-sale fixed-maturity securities:
U.S. government and agencies	$	-	$	9,503	$	-	$	9,503
Foreign government		-		166,424		-		166,424
States and political subdivisions		-		113,569		-		113,569
Corporates		3,787		1,821,321		-		1,825,108
Mortgage-and asset-backed securities:
Residential mortgage-backed securities		-		486,557		-		486,557
Commercial mortgage-backed securities		-		99,445		-		99,445
Other asset-backed securities		-		245,520		-		245,520
Total available-for-sale fixed-maturity securities		3,787		2,942,339		-		2,946,126
Equity securities		24,598		1,003		1,543		27,144
Trading securities		-		3,011		-		3,011
Cash and cash equivalents		687,821		-		-		687,821
Separate accounts		-		2,209,287		-		2,209,287
Total fair value assets	$	716,206	$	5,155,640	$	1,543	$	5,873,389
Fair value liabilities:
Separate accounts	$	-	$	2,209,287	$	-	$	2,209,287
Total fair value liabilities	$	-	$	2,209,287	$	-	$	2,209,287

In estimating fair value of our investments, we use a third-party pricing service for approximately all of our securities that are measured at fair value on a recurring basis. The remaining securities are primarily thinly-traded securities, such as private placements, and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quality rating), liquidity and yield based on quality rating, average life and U.S. Treasury yields. All observable data inputs are corroborated by independent third-party data. We also corroborate pricing information provided by our third-party pricing service by performing a review of selected securities. Our review activities include: obtaining detailed information about the assumptions, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and/or independently developed pricing methodologies.

Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the year and as of year-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary. We do not adjust quotes or prices except in a rare circumstance to resolve a known error.

Because many fixed-maturity securities do not trade on a daily basis, third-party pricing services generally determine fair value using industry-standard methodologies, which vary by asset class. For corporates, governments, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage- and asset-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If one or more of these input measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy.

Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current U.S. Treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer-specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non-binding broker quotes.

The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows:


	Three months ended June 30,						Six months ended June 30, (1)
	2025			2024			2025			2024
	(In thousands)
Level 3 assets, beginning of period	$	1,601		$	1,631		$	1,543		$	2,144
Net unrealized gains (losses) included in other comprehensive income (loss)		-			35			-			39
Investment gains (losses) and accretion (amortization) recognized in earnings		(772	)		(28	)		(714	)		(41	)
Purchases		-			8,815			-			8,815
Settlements		(829	)		-			(829	)		-
Transfers out of Level 3		-			-			-			(504	)
Level 3 assets, end of period	$	-		$	10,453		$	-		$	10,453

(1)

Transfers of investments that enter and exit Level 3 in different quarters within the same fiscal year are not eliminated until the full year amounts are presented.

We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market indicators, industry and economic events. There were no material transfers between Level 1 and Level 3 during the three and six months ended June 30, 2025 and 2024.

The carrying values and estimated fair values of our financial instruments were as follows:


	June 30, 2025				December 31, 2024
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
	(In thousands)
Assets:
Fixed-maturity securities (available-for-sale)	$	3,096,708	$	3,096,708	$	2,946,126	$	2,946,126
Fixed-maturity security (held-to-maturity) (1)		1,258,800		1,225,532		1,303,880		1,227,428
Equity securities		24,867		24,867		27,144		27,144
Trading securities		2,969		2,969		3,011		3,011
Policy loans (1)		43,727		43,727		40,884		40,884
Deposit asset underlying 10% coinsurance agreement (1)		146,266		146,266		158,913		158,913
Separate accounts		2,318,492		2,318,492		2,209,287		2,209,287
Liabilities:
Note payable (2)(3)	$	594,913	$	530,488	$	594,512	$	513,862
Surplus note (1)(2)		1,258,508		1,222,148		1,303,556		1,225,708
Separate accounts		2,318,492		2,318,492		2,209,287		2,209,287

(1)

Classified as a Level 3 fair value measurement.

(2)

Carrying value amounts shown are net of unamortized issuance costs.

(3)

Classified as a Level 2 fair value measurement.

The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace.

Financial Instruments Recognized at Fair Value in the Balance Sheets. Estimated fair values of investments in AFS securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities and equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value.

The carrying amounts for cash and cash equivalents, trade receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such financial instruments are not included in the above table.

(7) Reinsurance

We use reinsurance extensively, which has a significant effect on our results of operations. Reinsurance arrangements do not relieve us of our primary obligation to the policyholder.

Details on in-force life insurance were as follows:


	June 30, 2025			December 31, 2024
	(Dollars in thousands)
Direct life insurance in-force	$	970,278,989		$	955,610,523
Amounts ceded to other companies		(828,854,218	)		(817,825,296	)
Net life insurance in-force	$	141,424,771		$	137,785,227
Percentage of reinsured life insurance in-force		85	%		86	%

Benefits and claims ceded to reinsurers during the three and six months ended June 30, 2025 were $379.6 million and $732.6 million, respectively, compared to $357.8 million and $714.8 million, respectively, for the three and six months ended June 30, 2024.

Reinsurance recoverables include ceded policy benefit reserve balances, ceded claim liabilities, and ceded claims paid that have not been reimbursed. The Company allocated reinsurance recoverables estimated at the cohort level to individual reinsurers for disclosure purposes. Reinsurance recoverables estimated by reinsurer and the financial strength ratings of those reinsurers were as follows:


	June 30, 2025				December 31, 2024
	Reinsurance recoverables			A.M. Best rating	Reinsurance recoverables			A.M. Best rating
	(In thousands)
Swiss Re Life & Health America Inc. (Novated from Pecan Re Inc.) (1)	$	2,049,871		A+	$	2,074,945		A+
Munich Re of Malta (1)(2)		214,938		NR		210,822		NR
SCOR Global Life Reinsurance Companies (3)		126,929		A		148,899		A
American Health and Life Insurance Company (1)		124,969		B++		127,601		B++
RGA Reinsurance Company		47,769		A+		44,132		A+
Swiss Re Life & Health America Inc. (4)		47,385		A+		43,826		A+
Korean Reinsurance Company		40,904		A		40,781		A
Munich American Reassurance Company		32,175		A+		36,487		A+
All other reinsurers		14,386		-		17,887		-
Allowance for credit losses		(1,182	)			(1,215	)
Reinsurance recoverables	$	2,698,144			$	2,744,165

NR – not rated by A.M. Best

(1)

Reinsurance recoverables include balances ceded under coinsurance transactions of term life insurance policies that were in-force as of December 31, 2009. Amounts shown are net of their share of the reinsurance recoverable from other reinsurers. Arrangements with these reinsurers include collateral trust agreements held in support of reinsurance recoverables.

(2)

Entity is rated AA by S&P as of June 30, 2025.

(3)

Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies.

(4)

Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc.

We estimate and recognize lifetime expected credit losses for reinsurance recoverables. In estimating the allowance for credit losses for reinsurance recoverables, we factor in the underlying collateral for reinsurance agreements where available. Specifically, for reinsurers with underlying trust assets, we compare the reinsurance recoverables balance to the underlying trust assets that mitigate the potential exposure to credit losses. We also analyze the financial condition of the reinsurers, as determined by third-party rating agencies, to determine the probability of default for the reinsurers. We then utilize a third-party credit default study to calculate an expected credit loss given default rate or recovery rate. The probability of default and loss given default rates are then applied to the reinsurers’ recoverable balance, while also factoring in any third-party letters of credit that support the reinsurance agreement, in order to calculate our allowance for credit losses.

The rollforward of the allowance for credit losses on reinsurance recoverables were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025			2024
	(In thousands)
Balance, beginning of period	$	1,104	$	1,048	$	1,215		$	1,120
Current period (benefit) provision for expected credit losses		78		74		(33	)		2
Balance, at the end of period	$	1,182	$	1,122	$	1,182		$	1,122

(8) Deferred Policy Acquisition Costs

The balances and activity in DAC were as follows:


	Six months ended						Year ended
	June 30, 2025						December 31, 2024
	(In thousands)
	Term Life Insurance			Segregated Funds (Canada)			Term Life Insurance			Segregated Funds (Canada)
DAC balance, beginning of period	$	3,608,599		$	55,303		$	3,366,281		$	63,029
Capitalization		277,733			1,189			555,162			2,959
Amortization		(155,308	)		(2,705	)		(291,488	)		(5,443	)
Foreign exchange translation and other		13,339			3,021			(21,356	)		(5,242	)
DAC balance, at the end of period	$	3,744,363		$	56,808		$	3,608,599		$	55,303

Reconciliation of DAC by product was as follows:


	June 30, 2025		December 31, 2024
	(In thousands)
Term Life Insurance	$	3,744,363	$	3,608,599
Segregated Funds (Canada)		56,808		55,303
Other		15,948		16,528
Total DAC, net	$	3,817,119	$	3,680,430

There were no material changes to the judgments, assumptions and methods used to amortize DAC during the six months ended June 30, 2025 and 2024.

(9) Separate Accounts

The following table represents the fair value of assets supporting separate accounts by major investment category:


	June 30, 2025			December 31, 2024
	(In thousands)
Fixed-income securities	$	650,070		$	708,225
Equity securities		1,579,249			1,490,628
Cash and cash equivalents		97,731			46,764
Due to/from funds		(8,579	)		(36,350	)
Other		21			20
Total separate account assets	$	2,318,492		$	2,209,287

The following table represents the balances of and changes in separate account liabilities:


	Six months ended			Year ended
	June 30, 2025			December 31, 2024
	(In thousands)
Separate account liabilities balance, beginning of period	$	2,209,287		$	2,395,842
Premiums, deposits and transfers		92,255			147,995
Surrenders, withdrawals and transfers		(236,057	)		(378,126	)
Investment performance		163,279			300,545
Management fees and other charges		(29,601	)		(57,734	)
Foreign exchange translation		119,329			(199,235	)
Separate account liabilities balance, end of period	$	2,318,492		$	2,209,287
Cash surrender value	$	2,287,152		$	2,173,070

The cash surrender value represents the amount of the contract holders’ account balance distributable at the balance sheet date less the Company’s estimate of the deferred sales charges that would be assessed if the policyholders redeemed their contracts at the balance sheet date. This estimate requires the Company to make certain assumptions regarding the underlying account balances by contribution year and application of the contractually defined deferred sales charges that would be applicable to each contribution year.

(10) Policy Claims and Other Benefits Payable

Changes in policy claims and other benefits payable were as follows:


	Six months ended June 30,
	2025			2024
	(In thousands)
Policy claims and other benefits payable, beginning of period	$	488,350		$	513,803
Less reinsured policy claims and other benefits payable		518,210			534,674
Net balance, beginning of period		(29,860	)		(20,871	)
Incurred related to current year		131,009			129,041
Incurred related to prior years (1)		(448	)		(3,565	)
Total incurred		130,561			125,476
Claims paid related to current year, net of reinsured policy claims received		(168,712	)		(194,113	)
Reinsured policy claims received related to prior years, net of claims paid		47,541			40,413
Total paid		(121,171	)		(153,700	)
Foreign currency translation		305			(334	)
Net balance, end of period		(20,165	)		(49,429	)
Add reinsured policy claims and other benefits payable		527,718			528,202
Balance, end of period	$	507,553		$	478,773

(1)

Includes the difference between our estimate of claims incurred but not yet reported as of period-end and the actual incurred claims reported after period-end.

The liability for policy claims and other benefits payable on traditional life insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported. We estimate claims incurred but not yet reported based on our historical claims activity, adjusted for any current trends and conditions, and reported lag time experience.

(11) Future Policy Benefits

The following tables summarize balances and changes in the present value of expected net premiums and the present value of expected future policy benefits underlying the LFPB:


	Six months ended			Year ended
	June 30, 2025			December 31, 2024
	(Dollars in thousands)
Present Value of Expected Net Premiums	Term Life Insurance
Balance at then current discount rate, beginning of period	$	13,854,794		$	13,977,353
Balance at original discount rate, beginning of period		14,233,996			14,012,553
Effect of changes in cash flow assumptions		-			(74,233	)
Effect of actual variances from expected experience		(221,771	)		(373,646	)
Adjusted balance, beginning of period		14,012,225			13,564,674
Issuances		931,555			1,884,054
Interest accrual at original discount rate		314,588			608,588
Net premiums collected		(882,397	)		(1,733,262	)
Foreign currency translation		56,193			(90,058	)
Expected net premiums at original discount rate, end of period		14,432,164			14,233,996
Effect of changes in discount rate assumptions		(129,596	)		(379,202	)
Expected net premiums at then current discount rate, end of period	$	14,302,568		$	13,854,794

Present Value of Expected Future Policy Benefits
Balance at then current discount rate, beginning of period	$	20,155,487		$	20,508,435
Balance at original discount rate, beginning of period		20,763,900			20,391,694
Effect of changes in cash flow assumptions		-			(83,975	)
Effect of actual variances from expected experience		(231,573	)		(386,512	)
Adjusted balance, beginning of period		20,532,327			19,921,207
Issuances		937,242			1,892,529
Interest accrual at original discount rate		479,202			929,078
Benefit payments		(948,856	)		(1,841,162	)
Foreign currency translation		85,479			(137,752	)
Expected future policy benefits at original discount rate, end of period		21,085,394			20,763,900
Effect of changes in discount rate assumptions		(266,692	)		(608,413	)
Expected future policy benefits at then current discount rate, end of period	$	20,818,702		$	20,155,487

LFPB	$	6,516,134		$	6,300,693
Less: reinsurance recoverables		2,683,481			2,729,022
Net LFPB, after reinsurance recoverables	$	3,832,653		$	3,571,671
Weighted-average duration of net LFPB (in years)		8.1			8.0

The following table reconciles the LFPB to the unaudited condensed consolidated balance sheets:


	June 30, 2025		December 31, 2024
	(In thousands)
Term Life Insurance	$	6,516,134	$	6,300,693
Other		202,910		202,371
Total	$	6,719,044	$	6,503,064

The following table reconciles the reinsurance recoverables to the unaudited condensed consolidated balance sheets:


	June 30, 2025		December 31, 2024
	(In thousands)
Term Life Insurance	$	2,683,481	$	2,729,022
Other		14,663		15,143
Total	$	2,698,144	$	2,744,165

There were no changes to the inputs, judgments, assumptions, or methods used in measuring the LFPB during the three and six months ended June 30, 2025 and 2024.

Losses recognized as a result of capping the net premium ratio at 100% were immaterial during the three and six months ended June 30, 2025 and 2024.

The amount of discounted (using the then current discount rate) and undiscounted expected gross premiums and expected future benefit payments were as follows:


	June 30, 2025				December 31, 2024
	(In thousands)
Term Life Insurance
	Undiscounted		Discounted		Undiscounted		Discounted
Expected future benefit payments	$	34,624,556	$	20,818,702	$	33,966,483	$	20,155,489
Expected future gross premiums	$	40,073,448	$	27,260,908	$	39,389,917	$	26,414,010

The amount of revenue and interest recognized in our unaudited condensed consolidated statements of income were as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands)
Term Life Insurance
Gross premiums	$	861,919		$	840,668		$	1,716,350		$	1,676,989
Interest accretion (expense)	$	(82,616	)	$	(81,252	)	$	(164,614	)	$	(158,845	)

The weighted-average discount rates were as follows:


	June 30, 2025			December 31, 2024
Term Life Insurance
Original discount rate		4.99	%		4.95	%
Current discount rate		5.78	%		5.69	%

There were no changes to the methods used to determine the discount rates during the six months ended June 30, 2025 and the twelve months ended December 31, 2024.

(12) Stockholders’ Equity

The following table shows changes in the number of shares of our outstanding common stock:


	Six months ended June 30,
	2025			2024
	(In thousands)
Common stock, beginning of period		33,368			34,996
Shares of common stock issued when sales restrictions on restricted stock units (“RSUs”) lapsed and performance-based stock units (“PSUs”) were earned		109			124
Common stock retired		(932	)		(1,126	)
Common stock, end of period		32,545			33,994

The above table excludes RSUs, director deferred shares, and PSUs, which do not have voting rights. As sales restrictions on RSUs lapse and PSUs are earned, we issue common shares with voting rights. As of June 30, 2025, we had a total of 208,266 RSUs and director deferred shares outstanding and 44,548 PSUs outstanding. The PSU outstanding balance is based on the number of PSUs granted pursuant to the award agreements; however, the actual number of common shares earned could be higher or lower based on actual versus targeted performance. See Note 14 (Share-Based Transactions) for discussion of the PSU award structure.

On November 14, 2024, our Board authorized, and the Company announced, a share repurchase program for up to $450.0 million of our outstanding common stock for purchases from November 14, 2024 through December 31, 2025 (the “Share Repurchase Program”). Under the Share Repurchase Program, we repurchased 901,663 shares of our common stock in the open market for an aggregate purchase price of $247.1 million through June 30, 2025. Approximately $202.9 million remains available for repurchases of our outstanding common stock under the Share Repurchase Program as of June 30, 2025.

(13) Earnings Per Share

The Company has outstanding common stock and equity awards that consist of RSUs and PSUs. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations.

Unvested RSUs are deemed participating securities for purposes of calculating earnings per share (“EPS”) as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our unaudited condensed consolidated statements of income.

In calculating basic EPS, we deduct from net income any dividends and undistributed earnings allocated to unvested RSUs and then divide the result by the weighted-average number of common shares and vested RSUs outstanding for the period.

We determine the potential dilutive effect of PSUs (“contingently-issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently-issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently-issuable shares include the remaining unrecognized compensation expense of the awards. We then use the average market price of our common shares during the period the contingently-issuable shares were outstanding to determine how many shares we could repurchase with the proceeds raised from the issuance of the contingently-issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully-diluted share count to determine diluted EPS.

The calculation of basic and diluted EPS was as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands, except per-share amounts)
Basic EPS:
Numerator (continuing operations):
Income from continuing operations	$	178,344		$	209,302		$	347,395		$	357,715
Income attributable to unvested participating securities		(572	)		(96	)		(1,158	)		(1,084	)
Income from continuing operations used in calculating basic EPS	$	177,772		$	209,206		$	346,237		$	356,631
Numerator (discontinued operations):
Loss from discontinued operations	$	-		$	(208,131	)	$	-		$	(218,641	)
Loss attributable to unvested participating securities		-			-			-			537
Loss from discontinued operations used in calculating basic EPS	$	-		$	(208,131	)	$	-		$	(218,104	)
Denominator:
Weighted-average vested shares		32,870			34,383			33,080			34,633
Basic EPS from continuing operations	$	5.41		$	6.08		$	10.47		$	10.30
Basic EPS from discontinued operations		-			(6.05	)		-			(6.30	)
Basic EPS	$	5.41		$	0.03		$	10.47		$	4.00

Diluted EPS:
Numerator (continuing operations):
Income from continuing operations	$	178,344		$	209,302		$	347,395		$	357,715
Income attributable to unvested participating securities		(571	)		(96	)		(1,156	)		(1,083	)
Income from continuing operations used in calculating diluted EPS	$	177,773		$	209,206		$	346,239		$	356,632
Numerator (discontinued operations):
Loss from discontinued operations	$	-		$	(208,131	)	$	-		$	(218,641	)
Loss attributable to unvested participating securities		-			-			-			536
Loss from discontinued operations used in calculating diluted EPS	$	-		$	(208,131	)	$	-		$	(218,105	)
Denominator:
Weighted-average vested shares		32,870			34,383			33,080			34,633
Dilutive effect of incremental shares to be issued for contingently-issuable shares		41			57			46			55
Weighted-average shares used in calculating diluted EPS		32,911			34,440			33,126			34,688
Diluted EPS from continuing operations	$	5.40		$	6.07		$	10.45		$	10.28
Diluted EPS from discontinued operations		-			(6.04	)		-			(6.29	)
Diluted EPS	$	5.40		$	0.03		$	10.45		$	3.99

(14) Share-Based Transactions

The Company has outstanding equity awards under the Primerica, Inc. 2020 Omnibus Incentive Plan (the “OIP”), which was approved by the Company’s stockholders on May 13, 2020. The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, and stock payment awards, as well as cash-based awards. In addition to time-based vesting requirements, awards granted under the OIP may also be subject to specified performance criteria. Under the OIP, the Company issues equity awards to our management (officers and other key employees), non-employees who serve on our Board, and

independent sales force leaders. For more information on equity awards granted under the OIP, see Note 16 (Share-Based Transactions) to our consolidated financial statements in our 2024 Annual Report.

In connection with our granting of equity awards to management and members of the Board, we recognize expense over the requisite service period of the equity award. We defer and amortize the fair value of equity awards granted to the independent sales force in the same manner as other deferred policy acquisition costs for those awards that are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred. All equity awards granted to the independent sales force that are not directly related to the successful acquisition of life insurance policies are recognized as expense as incurred, which is in the quarter granted and earned.

The impact of equity awards granted under the OIP (inclusive of discontinued operations for 2024) are as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In thousands)
Equity awards expense recognized	$	2,226	$	3,053	$	15,477	$	15,668
Equity awards expense deferred		1,577		2,633		3,580		4,832

On February 14, 2025, the Compensation Committee of our Board granted the following equity awards to employees as part of the annual approval of management incentive compensation:

•

47,759 RSUs awarded to management with a measurement-date fair value of $284.14 per unit that have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date.

•

12,404 PSUs awarded to the Company’s 2024 named executive officers with a measurement-date fair value of $284.14 per unit. The PSUs will be earned on March 1, 2028 contingent upon the Company achieving a targeted annual average three-year return on adjusted equity (“ROAE”) and average EPS growth for the period from January 1, 2025 through December 31, 2027. The actual number of common shares that will be earned will vary based on the actual ROAE and average EPS growth relative to the targeted ROAE and average EPS growth and can range from zero to 18,606 shares.

All awards granted to employees on February 14, 2025 vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. The substantive service conditions in order to be retirement eligible require that an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. The number of shares that will be earned for a retirement-eligible employee is equal to the amount calculated using the Company’s actual performance metrics for the entire performance period, even if that employee retires prior to the completion of the performance period.

The following table summarizes non-cash share-based compensation expense by segment included in income from continuing operations:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In thousands)
Term Life Insurance segment	$	317	$	954	$	2,221	$	3,096
Investment and Savings Products segment		666		715		1,886		1,754
Corporate and Other Distributed Products segment		1,243		1,189		11,370		10,523
Total non-cash share-based compensation expense	$	2,226	$	2,858	$	15,477	$	15,373

(15) Commitments and Contingent Liabilities

The Company is involved from time-to-time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters

and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters.

(16) Revenue from Contracts with Customers

Our revenues from contracts with customers primarily include:

•

Commissions and fees earned for the marketing and distribution of investment and savings products underwritten by mutual fund companies and annuity providers. For purposes of revenue recognition, mutual fund companies and annuity providers are considered the customers in marketing and distribution arrangements;

•

Fees earned for investment advisory and administrative services within our managed investments program and shareholder service fees earned in Canada for mutual funds for which we serve as principal distributor;

•

Account-based fees for transfer agent recordkeeping functions and non-bank custodial services;

•

Fees associated with mortgage distribution and the distribution of other third-party financial products; and

•

Other revenue from the sale of miscellaneous products and services including monthly subscription fees from the independent sales representatives for access to POL, our primary independent sales force support tool.

Premiums from insurance contracts we underwrite, fees received from segregated funds insurance contracts we underwrite, and income earned on our invested assets are excluded from the definition of revenues from contracts with customers in accordance with U.S. GAAP.

Further discussion on the Company’s revenues from contracts with customers and revenue recognition policies are included in Note 20 (Revenue from Contracts with Customers) to our consolidated financial statements in our 2024 Annual Report.

The disaggregation of our revenues from contracts with customers were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(In thousands)
Term Life Insurance segment revenues:
Other, net	$	12,221	$	12,624	$	24,966	$	25,274
Total segment revenues from contracts with customers		12,221		12,624		24,966		25,274
Revenues from sources other than contracts with customers		429,613		414,320		874,710		842,083
Total Term Life Insurance segment revenues	$	441,834	$	426,944	$	899,676	$	867,357

Investment and Savings Products segment revenues:
Commissions and fees
Sales-based revenues	$	115,933	$	101,177	$	227,204	$	189,924
Asset-based revenues		141,811		119,411		280,941		234,110
Account-based revenues		24,394		23,740		48,588		46,919
Other, net		3,236		3,224		6,568		6,482
Total segment revenues from contracts with customers		285,374		247,552		563,301		477,435
Revenues from sources other than contracts with customers (segregated funds)		12,924		13,354		25,808		27,187
Total Investment and Savings Products segment revenues	$	298,298	$	260,906	$	589,109	$	504,622

Corporate and Other Distributed Products segment revenues:
Commissions and fees	$	10,970	$	10,511	$	20,447	$	18,998
Other, net		937		764		1,996		1,467
Total segment revenues from contracts with customers		11,907		11,275		22,443		20,465
Revenues from sources other than contracts with customers		41,295		91,830		86,949		134,460
Total Corporate and Other Distributed Products segment revenues	$	53,202	$	103,105	$	109,392	$	154,925

Renewal Commissions Receivable. For revenue associated with ongoing renewal commissions in the Corporate and Other Distributed Products segment, we record a renewal commission receivable contract asset for the amount of ongoing renewal commissions we anticipate collecting in reporting periods subsequent to the satisfaction of the performance obligation, less amounts that are constrained, in Other assets in the accompanying unaudited condensed consolidated balance sheets. The renewal commissions receivable is reduced for commissions that are billed and become due receivables from product providers during the reporting period.

Activity in the renewal commissions receivable account was as follows:


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
	(In thousands)
Balance, beginning of period	$	57,331		$	60,365		$	58,079		$	61,372
Commissions revenue		5,793			5,864			11,077			10,903
Less: collections		(6,309	)		(6,349	)		(12,341	)		(12,395	)
Balance, at the end of period	$	56,815		$	59,880		$	56,815		$	59,880

Incremental costs to obtain or fulfill contracts, most notably sales commissions to the independent sales representatives, are not incurred prior to the recognition of the related revenue. Therefore, we have no assets recognized for incremental costs to obtain or fulfill contracts.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of Primerica, Inc. (the “Parent Company”) and its subsidiaries (collectively, “we”, “us” or the “Company”) for the period from December 31, 2024 to June 30, 2025. As a result, the following discussion should be read in conjunction with MD&A and the consolidated financial statements and notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”). This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed under the heading “Risk Factors” in the 2024 Annual Report and in Item 1A of this Report. Actual results may differ materially from those contained in any forward-looking statements.

This MD&A is divided into the following sections:

•

Business Overview

•

Business Trends and Conditions

•

Factors Affecting Our Results

•

Critical Accounting Estimates

•

Results of Operations

•

Financial Condition

•

Liquidity and Capital Resources

Business Overview

We are a leading provider of financial products and services to middle-income households in the United States and Canada primarily through a network of independent contractor sales representatives (“independent sales representatives” or “independent sales force”). We 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 have two primary operating segments, Term Life Insurance and Investment and Savings Products, and a third segment, Corporate and Other Distributed Products.

The Company previously reported a Senior Health segment, which consisted of e-TeleQuote Insurance, Inc. and subsidiaries, a marketer of Medicare-related insurance products underwritten by third-party health insurance carriers to eligible Medicare beneficiaries (the “Senior Health business”) that was disposed of as of September 30, 2024, and is now reported in discontinued operations for all periods presented. Refer to Note 2 (Discontinued Operations) to our unaudited condensed consolidated financial statements included elsewhere in this report for further details.

Term Life Insurance. We distribute the term life insurance products that we underwrite through our three issuing life insurance company subsidiaries: Primerica Life Insurance Company (“Primerica Life”), National Benefit Life Insurance Company (“NBLIC”), and Primerica Life Insurance Company of Canada (“Primerica Life Canada”). Policies remain in-force until the expiration of the coverage period or until the policyholder ceases to make premium payments. Our in-force term life insurance policies have level premiums for the stated term period. As such, the policyholder pays the same amount each year. Initial policy term periods are between 10 and 35 years. While premiums typically remain level during the initial term period, our claim obligations generally increase as our policyholders age. In addition, we incur significant up-front costs in acquiring new insurance business.

Investment and Savings Products. In the United States, we distribute mutual funds, managed investments, variable annuity, and fixed annuity products of several third-party companies. We provide investment advisory and administrative services for client assets invested in our managed investments program. We also perform distinct transfer agent recordkeeping services and non-bank custodial services for investors purchasing certain mutual funds we distribute. In Canada, we offer mutual funds of other companies and segregated funds. Our segregated funds product offerings consist of (1) our legacy segregated funds product, which is underwritten by Primerica Life Canada, and (2) a new segregated funds product underwritten by a third-party that we are in the process of rolling out in 2025.

Corporate and Other Distributed Products. The Corporate and Other Distributed Products segment includes net investment income earned on cash, cash equivalents, and our invested asset portfolio. This segment also includes revenues and expenses related to other distributed products, including closed blocks of various insurance products underwritten by NBLIC, prepaid legal services, mortgage originations, and other financial products. These products, except for closed blocks of various insurance products underwritten by NBLIC, are distributed pursuant to distribution arrangements with third-party companies through the independent sales force. Interest expense incurred by the Company is attributed to the Corporate and Other Distributed Products segment.

Business Trends and Conditions

The relative strength and stability of the financial markets and economies in the United States and Canada affect our growth and profitability. Our business is, and we expect will continue to be, influenced by a number of industry-wide and product-specific trends

and conditions. Economic conditions, including unemployment levels, inflation, and consumer confidence, influence investment and spending decisions by middle-income consumers, who are generally our primary clients. These conditions and factors also impact prospective recruits’ perceptions of the business opportunity that becoming an independent sales representative offers. Consumer spending and borrowing levels affect how consumers evaluate their savings and debt management plans. In addition, equity market returns and interest rates impact consumer demand for the investment and savings products we distribute. Our customers’ perception of the strength of the capital markets may also influence their decisions to invest in the investment and savings products we distribute. We believe the economic conditions impacting middle-income households underscores their increasing need for our financial education, products and services to assist them in reaching their long-term goals of becoming financially independent.

The financial and distribution results of our operations in Canada, as reported in U.S. dollars, are affected by changes in the currency exchange rate. As a result, changes in the Canadian dollar exchange rate may significantly affect the results of our business for all amounts translated and reported in U.S. dollars.

Volatility in capital markets in recent periods has continued to impact our business. Strong equity market performance in 2023 and 2024 influenced product sales and client asset values that drive revenue in the Investment and Savings Products segment. In addition, the rise in market interest rates in 2022 and further rate increases in 2023 have largely driven the unrealized losses that have accumulated in our investment portfolio. We have not recognized losses caused by interest rate volatility in the income statement for securities where we have no present intention to dispose of them and we have the ability to hold these investments until maturity or a market price recovery. Elevated interest rates have also led to increases in net investment income as we are able to earn higher returns on our new debt securities purchases and cash balances.

The cumulative impact of inflation in recent years has led to an elevated cost of living for middle-income families. We believe that cost of living pressures have adversely impacted persistency for term life insurance policies. Policy lapse rates of term life insurance products remained above long-term historical levels but have been steady in the aggregate of all policy durations compared to the prior year period. In addition, continued economic uncertainty in 2025 has had an impact on consumer behavior. The continuation of these cost of living pressures as well as economic uncertainty could adversely impact demand for our products.

The effects of these trends and conditions on our quarterly results are discussed below in the Results of Operations and Financial Condition sections.

Size of the Independent Sales Force.

Our ability to increase the size of the independent sales force (“independent sales representatives” or “independent sales force”) is largely based on the success of the independent sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance. We believe that recruitment and licensing levels are important to independent sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the independent sales force. Recruiting changes do not always result in commensurate changes in the size of the licensed independent sales force because new recruits may obtain the requisite licenses at rates above or below historical levels.

Details on recruiting and life-licensed independent sales representative activity were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
New recruits		80,924		96,563		181,791		207,273
New life-licensed independent sales representatives		12,903		14,402		25,242		27,351

The number of new recruits decreased during the three and six months ended June 30, 2025 compared to the same periods in 2024. The decreases are partly driven by the comparison to the 2024 periods, which included exceptionally strong activity in 2024. Recruiting activity in 2025 was comparatively slower than 2024 possibly due to headwinds from economic and government policy uncertainty.

New life-licensed independent sales representatives slightly decreased during the three and six months ended June 30, 2025 compared to the same periods in 2024, likely due to the same factors as the decline in number of new recruits. Despite the year-over-year decline, licensing activity in 2025 has remained strong compared to historical levels.

The size of the life-licensed independent sales force was as follows:


	June 30, 2025		March 31, 2025		December 31, 2024
Life-licensed independent sales representatives, at period end		152,592		152,167		151,611

The number of life-licensed independent sales representatives increased modestly as of June 30, 2025 compared to March 31, 2025 and December 31, 2024 as agent licensing activity slightly outpaced agent non-renewals during the three and six months ended June 30, 2025.

Term Life Insurance Product Sales and Face Amount In-Force.

The average number of life-licensed independent sales representatives and the number of term life insurance policies issued, as well as the average monthly rate of new policies issued per life-licensed independent sales representative (historically between 0.20 and 0.24), were as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Average number of life-licensed independent sales representatives		152,508		144,315		152,113		143,117
Number of new policies issued		89,850		100,768		176,265		187,355
Average monthly rate of new policies issued per life-licensed independent sales representative		0.20		0.23		0.19		0.22

The average number of life-licensed independent sales representatives increased for the three and six months ended June 30, 2025 from the same periods in 2024 as a result of the cumulative impact of strong recruiting and licensing activity throughout 2024 that drove higher independent sales force counts in 2025.

New policies issued during the three and six months ended June 30, 2025 decreased compared to the same periods in 2024 possibly due to continued cost of living pressures amid economic and government policy uncertainty.

Productivity in the three and six months ended June 30, 2025, measured by the average monthly rate of new policies issued per life-licensed independent sales representative, was at the low end and slightly below our historical range, respectively, and decreased from the same periods in 2024. Economic uncertainties in 2025 along with the continued cost of living pressures appear to be contributing factors to the reduced productivity.

The changes in the face amount of our in-force book of term life insurance policies were as follows:


	Three months ended June 30,												Six months ended June 30,
	2025			% of beginning balance			2024			% of beginning balance			2025			% of beginning balance			2024			% of beginning balance
	(Dollars in millions)
Face amount in-force, beginning of period	$	956,981					$	947,100					$	953,583					$	944,609
Net change in face amount:
Issued face amount		30,292			3	%		33,155			4	%		58,747			6	%		61,880			7	%
Terminations		(24,795	)		(3	)%		(28,241	)		(3	)%		(49,775	)		(5	)%		(51,564	)		(5	)%
Foreign currency		5,834		*				(1,134	)	*				5,757		*				(4,045	)	*
Net change in face amount		11,331			1	%		3,780		*				14,729			2	%		6,271		*
Face amount in-force, end of period	$	968,312					$	950,880					$	968,312					$	950,880

* Less than 1%.

The face amount of term life insurance policies in-force increased for the three and six months ended June 30, 2025 as the face amount issued continued to exceed the face amount terminated. Issued face amount decreased during the three and six months ended June 30, 2025 primarily due to the decrease in the number of new policies issued as discussed above. Policy terminations decreased year-over-year largely due to the timing impact of state insurance department-issued policy lapse restrictions in 2024. During 2025, the strengthening of the Canadian dollar relative to the U.S. dollar contributed to the increases in the face amount in-force, whereas a stronger U.S. dollar in relation to the Canadian dollar unfavorably impacted the translated face amount in-force in the 2024 periods.

Investment and Savings Product Sales, Asset Values and Accounts/Positions.

Investment and savings product sales were as follows:


	Three months ended June 30,				Change						Six months ended June 30,				Change
	2025		2024		$			%			2025		2024		$			%
	(Dollars in millions)
Product sales:
U.S. retail mutual funds	$	1,244	$	1,229	$	15			1	%	$	2,562	$	2,391	$	171			7	%
Canada retail mutual funds - with up-front sales commissions		168		148		20			14	%		389		327		62			19	%
Annuities and other		1,272		1,039		233			22	%		2,382		1,876		506			27	%
Total sales-based revenue generating product sales		2,684		2,416		268			11	%		5,333		4,594		739			16	%
Managed investments		634		456		178			39	%		1,231		827		404			49	%
Canada retail mutual funds - no up-front sales commissions		219		196		23			12	%		515		394		121			31	%
Segregated funds		11		15		(4	)		(27	)%		29		38		(9	)		(24	)%
Total product sales	$	3,548	$	3,083	$	465			15	%	$	7,108	$	5,853	$	1,255			21	%

The rollforward of asset values in client accounts were as follows:


	Three months ended June 30,												Six months ended June 30,
	2025			% of beginning balance			2024			% of beginning balance			2025			% of beginning balance			2024			% of beginning balance
	(Dollars in millions)
Asset values, beginning of period	$	109,908					$	103,340					$	112,082					$	96,735
Net change in asset values:
Inflows		3,548			3	%		3,083			3	%		7,108			6	%		5,853			6	%
Redemptions (1)		(3,063	)		(3	)%		(2,856	)		(3	)%		(6,081	)		(5	)%		(5,551	)		(6	)%
Net flows (1)		485		*				227		*				1,027		*				302		*
Change in fair value, net (1)		8,931			8	%		1,708			2	%		6,227			6	%		8,630			9	%
Foreign currency, net		900		*				(163	)	*				888		*				(555	)	*
Net change in asset values		10,316			9	%		1,772			2	%		8,142			7	%		8,377			9	%
Asset values, end of period	$	120,224					$	105,112					$	120,224					$	105,112

(1)

The previously reported statistical information of redemptions, net flows and change in fair value, net for the three and six months ended June 30, 2024 have been restated to reflect a correction in our methodology for presenting redemptions and calculating the change in market value for Canadian mutual fund client assets. This restatement has no impact on our financial statements, results of operations, product sales, nor average and ending client asset values during the relevant periods. In addition, we have assessed the qualitative impact of this correction as immaterial, most notably due to the immaterial impact that higher projections of future client asset redemptions would have on future earnings estimates. Redemptions, net flows, and change in fair value, net were previously reported as $(2,660) million, $423 million, and $1,512 million, respectively, for the three months ended June 30, 2024, and $(5,157) million, $696 million, and $8,236 million, respectively, for the six months ended June 30, 2024. Redemptions, net flows and change in fair value, net were previously reported as $(2,721) million, $838 million, and $(3,000) million, respectively, for the three months ended March 31, 2025 and the revised amounts under the new methodology for the same period are $(3,017) million, $542 million, and $(2,703) million, respectively.

* Less than 1%.

Average client asset values were as follows:


	Three months ended June 30,				Change						Six months ended June 30,				Change
	2025		2024		$			%			2025		2024		$			%
	(Dollars in millions)
Average client asset values:
U.S. retail mutual funds	$	54,324	$	50,560	$	3,764			7	%	$	54,486	$	49,787	$	4,699			9	%
Canada retail mutual funds		15,153		13,259		1,894			14	%		14,854	$	13,055		1,799			14	%
Annuities and other		30,108		27,532		2,576			9	%		30,098		27,010		3,088			11	%
Managed investments		12,167		9,376		2,791			30	%		11,852		9,091		2,761			30	%
Segregated funds		2,223		2,266		(43	)		(2	)%		2,206		2,305		(99	)		(4	)%
Total average client asset values	$	113,975	$	102,993	$	10,982			11	%	$	113,496	$	101,248	$	12,248			12	%

Average number of fee-generating positions were as follows:


	Three months ended June 30,				Change					Six months ended June 30,				Change
	2025		2024		Positions		%			2025		2024		Positions		%
	(Positions in thousands)
Average number of fee-generating positions (1):
Recordkeeping and custodial		2,437		2,378		59		2	%		2,428		2,369		59		2	%
Recordkeeping only		893		857		36		4	%		889		852		37		4	%
Total average number of fee-generating positions		3,330		3,235		95		3	%		3,317		3,221		96		3	%

(1)

We receive transfer agent recordkeeping fees by mutual fund positions. An individual client account may include multiple mutual fund positions. We may also receive fees, which are earned on a per account basis, for custodial services that we provide to clients with retirement plan accounts that hold positions in these mutual funds.

Changes in Investment and Savings Product Sales, Asset Values and Accounts/Positions During the Three Months Ended June 30, 2025

Product sales. Investment and savings product sales increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to sustained positive investor sentiment that followed strong equity market performance in 2023 and 2024 and continued during the second quarter of 2025. In particular, variable annuity product sales continued to lead the growth in sales as the guarantees offered by these products became more appealing to investors given strong equity market performance, expanded product offerings, and elevated interest rates leading up to and continuing through the first half of 2025. The increase in product sales for managed investments resulted from continued strength in investor demand for these products as well as the expansion of investment strategies offered on our platform.

Rollforward of client asset values. Client asset values increased during the three months ended June 30, 2025 and the three months ended June 30, 2024 primarily due to strong equity market performance. The movement in the foreign exchange rate as the Canadian dollar strengthened relative to the U.S. dollar as well as positive net flows also increased client asset values during the three months ended June 30, 2025.

Average client asset values. Average client asset values were higher for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily driven by the cumulative effect of strong market performance and net client inflows in 2024 and 2025.

Average number of fee-generating positions. The average number of fee-generating positions was higher during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to the continued cumulative effect of retail mutual fund sales in recent periods that led to an increase in the number of retail mutual fund positions serviced on our transfer agent recordkeeping platform.

Changes in Investment and Savings Product Sales, Asset Values and Accounts/Positions During the Six Months Ended June 30, 2025

Product sales. Investment and savings product sales increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to the same factors as described in the three month comparison.

Rollforward of client asset values. Client asset values increased during the six months ended June 30, 2025 and the six months ended June 30, 2024 primarily due to the same factors as described in the three month comparison.

Average client asset values. Average client asset values were higher for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to the same factors as described in the three month comparison.

Average number of fee-generating positions. The average number of fee-generating positions was higher during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to the same factors as described in the three month comparison.

Regulatory Changes.

Restrictions on compensation models in Canada. In response to regulatory changes in Canada by the Canadian Securities Administrators (“CSA,” the provincial and territorial securities commissions), we developed a set of mutual fund products with two third-party mutual fund companies that are sold exclusively by the independent sales representatives (the “Principal Distributor funds”). The revenue we receive is primarily in the form of asset-based distribution fees from the mutual fund companies and asset-based service fees that are charged to investors. In turn, the primary compensation we offer independent sales representatives is the option of an up-front sales commission or higher asset-based commissions over time. Although we received the requisite approval, the CSA indicated to us at the time of such approval that the CSA would be closely examining the Principal Distributor funds model. The CSA launched a public consultation on the model and related sales practices. In response to its public consultation, the CSA may consider future

amendments that would require modifications to our Principal Distributor model, including with respect to its up-front commission features paid to independent sales representatives. At this time, we cannot quantify the financial impact, if any, of future changes to our business that may be necessary if our Principal Distributor funds model is required to be modified or discontinued.

Factors Affecting Our Results

Term Life Insurance Segment. The Term Life Insurance segment results are primarily driven by sales volumes, how closely actual experience matches our actuarial assumptions, terms and use of reinsurance, and expenses.

Sales and policies in-force. Sales of term policies and the size and characteristics of our in-force book of policies are vital to our results over the long term. Premium revenue is recognized as it is earned over the term of the policy. However, because we incur significant cash outflows at or about the time policies are issued, including the payment of sales commissions and underwriting costs, changes in life insurance sales volume in a period will have a more immediate impact on our cash flows than on revenue.

Historically, we have found that while sales volume of term life insurance products between fiscal periods may vary based on a variety of factors, the productivity of independent sales representatives generally remains within a range (i.e., an average monthly rate of new policies issued per life-licensed independent sales representative between 0.20 and 0.24). The volume of term life insurance products sales will fluctuate in the short term, but over the longer term, our sales volume generally correlates to the size of the independent sales force.

Actuarial assumptions. The actuarial assumptions that underlie our reserves are based upon our best estimates of mortality, persistency, disability, and interest rates. Our results will be affected to the extent there is a variance between our actuarial assumptions and actual experience. These variances will be reflected in our financial results by unlocking assumptions and cash flows underlying the liability for future policy benefits (“LFPB”) and ceded reserves that are part of the reinsurance recoverables. See Note 11 (Future Policy Benefits) to our unaudited condensed consolidated financial statements included elsewhere in this report for more information on LFPB. The variances are also reflected in the projection of future face amount that is the basis for amortizing deferred policy acquisition costs (“DAC”).

•

Persistency. Persistency is a measure of how long our insurance policies stay in-force. As a general matter, persistency that is lower than our actuarial assumptions adversely affects our results over the long term because we lose the recurring revenue stream associated with the policies that lapse. In general, persistency differences have a minimal impact on our financial results from period to period since DAC is generally amortized on a straight-line basis and the unlocking of the LFPB adjusts both expected net premiums and expected future policy benefits and spreads any variances over the remaining contract period.

•

Mortality. Our profitability will fluctuate to the extent actual mortality rates differ from actuarial assumptions. We mitigate a significant portion of our mortality exposure through reinsurance. Long term mortality variances that result in an assumption change may have a significant impact on our financial results.

•

Disability. Our profitability will fluctuate to the extent actual disability rates underlying our waiver of premium benefits, including recovery rates for individuals currently disabled, differ from actuarial assumptions. The waiver of premium benefit is secondary to the death benefit coverage provided. However, the waiver of premium benefit is not reinsured on a yearly renewable term (“YRT”) basis and material changes in assumptions compared to expectations can have a disproportionate impact on our financial results.

•

Interest Rates. We use a locked-in assumption for future interest rates for reserves underlying our segment results. Policies issued prior to the January 1, 2021 transition date of the Company’s adoption of Accounting Standards Update No. 2018-12, Financial Services—Insurance (Topic 944) — Targeted Improvements to the Accounting for Long-Duration Contracts (the “Transition Date”) use an interest rate that reflects the portfolio’s current reinvestment rate while policies issued on or after the Transition Date use an upper-medium grade fixed income instrument yield during the period of issue.

Reinsurance. We use reinsurance extensively, which has a significant effect on our results of operations. We have generally reinsured between 80% and 90% of the mortality risk on term life insurance (excluding coverage under certain riders) on a quota share YRT basis. To the extent actual mortality experience is more or less favorable than the contractual rate, the reinsurer will earn incremental profits or bear the incremental cost, as applicable. In contrast to coinsurance, which is intended to eliminate all risks (other than counterparty risk of the reinsurer) and rewards associated with a specified percentage of the block of policies subject to the reinsurance arrangement, the YRT reinsurance arrangements we enter into are intended only to reduce volatility associated with variances between estimated and actual mortality rates.

In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the “IPO coinsurance transactions”) with entities then affiliated with Citigroup, Inc. (collectively, the “IPO coinsurers”) and ceded between 80% and 90% of the risks and rewards of term life insurance policies that were in-force at year-end 2009. We administer all such policies subject to these coinsurance agreements. Policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions.

The effect of our reinsurance arrangements on ceded premiums and benefits and expenses on our unaudited condensed consolidated statements of income follows:

•

Ceded premiums. Ceded premiums are the premiums we pay to reinsurers. These amounts are deducted from the direct premiums we earn to calculate our net premium revenues. Similar to direct premium revenues, ceded coinsurance premiums remain level over the initial term of the insurance policy. Ceded YRT premiums increase over the period that the policy has been in-force. Accordingly, ceded YRT premiums generally constitute an increasing percentage of direct premiums over the policy term.

•

Benefits and claims. Benefits and claims include incurred claim amounts and changes in future policy benefit reserves. Reinsurance reduces incurred claims in direct proportion to the percentage ceded and reinsurance cash flows are reflected in the ceded reserves included in reinsurance recoverables. Changes in ceded reserves offset changes in future policy benefit reserves.

•

Insurance expenses. Insurance expenses are reduced by the allowances received from coinsurance. There is no impact on insurance expenses associated with our YRT contracts.

We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We intend to continue ceding approximately 90% of our mortality risk on new business.

Expenses. Results are also affected by variances in client acquisition, maintenance and administration expense levels.

Investment and Savings Products Segment. The Investment and Savings Products segment results are primarily driven by sales, the value of assets in client accounts for which we earn ongoing management, marketing and support, and distribution fees, and the number of transfer agent recordkeeping positions and non-bank custodial fee-generating accounts we administer.

Sales. We earn commissions and fees, such as dealer re-allowances and marketing and distribution fees, based on sales of mutual fund products and annuities in the United States and sales of certain mutual fund products in Canada. Sales of investment and savings products are influenced by the overall demand for investment and savings products in the United States and Canada, as well as by the size and productivity of the independent sales force. We generally experience seasonality in the Investment and Savings Products segment results due to our high concentration of sales of retirement account products. These accounts are typically funded in February through April, coincident with our clients’ tax return preparation season. While we believe the size of the independent sales force is a factor in driving sales volume in this segment, there are a number of other variables, such as economic and market conditions, which may have a significantly greater effect on sales volume in any given fiscal period.

Asset values in client accounts. We earn marketing and distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory and administrative fees on assets in managed investments. In Canada, we earn marketing, distribution, and shareholder services fees on mutual fund assets for which we serve as the principal distributor and management fees on our legacy segregated funds product offerings. Asset values are influenced by new product sales, ongoing contributions to existing accounts, redemptions and the change in market values in existing accounts. While we offer a wide variety of asset classes and investment styles, our clients’ accounts are primarily invested in equity funds. Volatility in equity markets will impact the value of assets in client accounts and, as a result, the revenue we earn on those assets.

Positions. We earn transfer agent recordkeeping fees for administrative functions we perform on behalf of several of our mutual fund providers. An individual client account may include multiple fund positions for which we earn transfer agent recordkeeping fees. We may also receive fees earned for non-bank custodial services that we provide to clients with retirement plan accounts.

Sales mix. While our investment and savings products all provide similar long-term economic returns to the Company, our results in a given fiscal period will be affected by changes in the overall mix of products within these categories. Examples of changes in the sales mix that influence our results include the following:

•

sales of annuity products in the United States will generate higher revenues in the period when such sales occur than sales of other investment products that either generate lower up-front revenues or, in the case of managed investments, no up-front revenues;

•

sales of a higher proportion of managed investments and Canadian mutual funds will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning up-front revenues based on product sales; and

•

sales of a higher proportion of mutual fund products sold in the United States will impact the timing and amount of revenue we earn given the distinct transfer agent recordkeeping and non-bank custodial services we provide for certain mutual fund products we distribute.

Corporate and Other Distributed Products Segment. We earn revenues and pay commissions and referral fees within the Corporate and Other Distributed Products segment for mortgage loan originations, prepaid legal services, auto and homeowners’ insurance referrals,

and other financial products, all of which are originated by third parties. The Corporate and Other Distributed Products segment also includes in-force policies from several discontinued lines of insurance underwritten by NBLIC.

The Corporate and Other Distributed Products segment includes net investment income recognized by the Company. Net investment income is impacted by the size and performance of our invested asset portfolio, which can be influenced by interest rates, credit spreads, and the mix of invested assets. Net investment income also is influenced by short-term interest rates and the amount of cash and cash equivalents on hand.

The Corporate and Other Distributed Products segment also includes corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to the Term Life Insurance and Investment and Savings Products segments), interest expense on note payable, a redundant reserve financing transaction and our revolving credit facility (“Revolving Credit Facility”), as well as recognized gains and losses on our invested asset portfolio.

Capital Structure. Our financial results are affected by our capital structure, which includes our senior unsecured notes (the “Senior Notes”), a redundant reserve financing transaction, our Revolving Credit Facility, and our common stock. See our condensed consolidated balance sheets and Note 12 (Stockholders’ Equity) and Note 15 (Commitments and Contingent Liabilities) to our unaudited condensed consolidated financial statements included elsewhere in this report for more information on changes in our capital structure.

Foreign Currency. The Canadian dollar is the functional currency for our Canadian subsidiaries, and our consolidated financial results, reported in U.S. dollars, are affected by changes in the currency exchange rate. As such, the translated amount of revenues, expenses, assets and liabilities attributable to our Canadian subsidiaries will be higher or lower in periods where the Canadian dollar appreciates or weakens relative to the U.S. dollar, respectively. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Canadian Currency Risk and Note 4 (Segment and Geographical Information) to our consolidated financial statements included in our 2024 Annual Report for more information on our Canadian subsidiaries and the impact of foreign currency on our financial results.

Critical Accounting Estimates

We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions based on currently available information when recording transactions resulting from business operations. Our significant accounting policies are described in Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements included in our 2024 Annual Report. The most significant items in our unaudited condensed consolidated balance sheets are based on fair value determinations, accounting estimates and actuarial determinations, which are susceptible to changes in future periods and could affect our results of operations and financial position.

The estimates that we deem to be most critical to an understanding of our results of operations and financial position are those related to DAC, future policy benefit reserves and corresponding amounts recoverable from reinsurers, income taxes, and the valuation of investments. The preparation and evaluation of these critical accounting estimates involve the use of various assumptions developed from management’s analyses and judgments. Subsequent experience or use of other assumptions could produce significantly different results.

Results of Operations

Primerica, Inc. and Subsidiaries Results. Our results of operations were as follows:


	Three months ended June 30,						Change						Six months ended June 30,						Change
	2025			2024			$			%			2025			2024			$			%
	(Dollars in thousands)
Revenues:
Direct premiums	$	866,254		$	845,358		$	20,896			2	%	$	1,725,099		$	1,686,404		$	38,695			2	%
Ceded premiums		(433,408	)		(427,561	)		5,847			1	%		(843,930	)		(837,325	)		6,605		*
Net premiums		432,846			417,797			15,049			4	%		881,169			849,079			32,090			4	%
Commissions and fees		306,032			268,193			37,839			14	%		602,988			517,138			85,850			17	%
Investment income net of investment expenses		55,549			54,111			1,438			3	%		111,888			107,702			4,186			4	%
Interest expense on surplus note		(14,621	)		(15,659	)		(1,038	)		(7	)%		(29,289	)		(31,444	)		(2,155	)		(7	)%
Net investment income		40,928			38,452			2,476			6	%		82,599			76,258			6,341			8	%
Realized investment gains (losses)		(2,338	)		565			(2,903	)	*				(2,421	)		572			(2,993	)	*
Other investment gains (losses)		(528	)		(664	)		136		*				312			634			(322	)	*
Investment gains (losses)		(2,866	)		(99	)		(2,767	)	*				(2,109	)		1,206			(3,315	)	*
Other, net		16,394			66,612			(50,218	)	*				33,530			83,223			(49,693	)	*
Total revenues		793,334			790,955			2,379		*				1,598,177			1,526,904			71,273			5	%

Benefits and expenses:
Benefits and claims		152,494			150,030			2,464			2	%		327,355			316,351			11,004			3	%
Future policy benefits remeasurement (gain) loss		(5,895	)		(4,329	)		(1,566	)	*				(9,168	)		(4,275	)		(4,893	)	*
Amortization of DAC		80,043			73,643			6,400			9	%		158,592			145,692			12,900			9	%
Sales commissions		166,291			142,154			24,137			17	%		324,409			273,292			51,117			19	%
Insurance expenses		64,362			62,685			1,677			3	%		129,168			125,834			3,334			3	%
Insurance commissions		5,751			7,399			(1,648	)		(22	)%		11,875			17,033			(5,158	)		(30	)%
Interest expense		6,000			6,099			(99	)		(2	)%		12,005			12,870			(865	)		(7	)%
Other operating expenses		89,791			80,505			9,286			12	%		188,129			173,950			14,179			8	%
Total benefits and expenses		558,837			518,186			40,651			8	%		1,142,365			1,060,747			81,618			8	%
Income from continuing operations before income taxes		234,497			272,769			(38,272	)		(14	)%		455,812			466,157			(10,345	)		(2	)%
Income taxes		56,153			63,467			(7,314	)		(12	)%		108,417			108,442			(25	)	*
Income from continuing operations		178,344			209,302			(30,958	)		(15	)%		347,395			357,715			(10,320	)		(3	)%
Loss from discontinued operations, net of income taxes		-			(208,131	)		(208,131	)	*				-			(218,641	)		(218,641	)	*
Net income	$	178,344		$	1,171		$	177,173		*			$	347,395		$	139,074		$	208,321		*

* Less than 1% or not meaningful.

Results for the Three Months Ended June 30, 2025

Total revenues. Total revenues increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to increases in commissions and fees earned in our Investment and Savings Products segment, net premiums earned in our Term Life Insurance segment, and net investment income earned in our Corporate and Other Distributed Products segment. This increase was partially offset by investment losses realized in our Corporate and Other Distributed Products segment in the 2025 period and a one-time $50.0 million gain recognized within Other, net revenue in our Corporate and Other Distributed Products segment in the prior year period. These movements are further discussed in detail in the Segment Results sections below.

Total benefits and expenses. Total benefits and expenses increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 largely due to higher sales commissions and other operating expenses in our Investment and Savings Products segment. Also contributing to the year-over-year increase are higher amortization of DAC, benefits and claims, and insurance expenses in our Term Life Insurance segment. These increases were partially offset by lower insurance commissions and higher future policy benefits remeasurement gain in our Term Life Insurance segment. These movements are discussed in further detail in the Segment Results section below.

Income taxes. The effective income tax rate of 23.9% for the three months ended June 30, 2025 was largely consistent with the comparable effective income tax rate from continuing operations of 23.3% for the three months ended June 30, 2024. The effective tax rate in the 2024 period included two largely offsetting, non-recurring items. More specifically, we recognized a valuation allowance against e-TeleQuote state operating losses that was required to be presented in income tax expense from continuing operations, the impact of which was largely offset by the non-taxable $50.0 million gain noted above.

Loss from discontinued operations, net of income taxes. Loss from discontinued operations, net of income taxes relates to the Senior Health business, which was disposed of as of September 30, 2024 and is reported in discontinued operations in the 2024 period. Refer to Note 2 (Discontinued Operations) to our unaudited condensed consolidated financial statements included elsewhere in this report for further details.

Results for the Six Months Ended June 30, 2025

Total revenues. Total revenues increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to the same factors as described in the three month comparison.

Total benefits and expenses. Total benefits and expenses increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to the same factors as described in the three month comparison.

Income taxes. The effective income tax rate of 23.8% for the six months ended June 30, 2025 was largely consistent with the comparable effective income tax rate from continuing operations of 23.3% for the six months ended June 30, 2024. The 2024 period effective tax rate included the same largely offsetting items as described in the three month comparison.

For additional information, see the Segment Results discussions below.

Segment Results

Term Life Insurance Segment. Our results for the Term Life Insurance segment were as follows:


	Three months ended June 30,						Change						Six months ended June 30,						Change
	2025			2024			$			%			2025			2024			$			%
	(Dollars in thousands)
Revenues:
Direct premiums	$	861,919		$	840,668		$	21,251			3	%	$	1,716,350		$	1,676,989		$	39,361			2	%
Ceded premiums		(432,306	)		(426,348	)		5,958			1	%		(841,640	)		(834,906	)		6,734		*
Net premiums		429,613			414,320			15,293			4	%		874,710			842,083			32,627			4	%
Other, net		12,221			12,624			(403	)		(3	)%		24,966			25,274			(308	)		(1	)%
Total revenues		441,834			426,944			14,890			3	%		899,676			867,357			32,319			4	%
Benefits and expenses:
Benefits and claims		148,725			146,268			2,457			2	%		319,968			310,115			9,853			3	%
Future policy benefits remeasurement (gain) loss		(5,743	)		(4,280	)		(1,463	)	*				(9,145	)		(4,600	)		(4,545	)	*
Amortization of DAC		78,386			71,916			6,470			9	%		155,308			142,407			12,901			9	%
Insurance expenses		63,216			61,476			1,740			3	%		126,861			123,454			3,407			3	%
Insurance commissions		2,238			3,785			(1,547	)		(41	)%		4,887			9,833			(4,946	)		(50	)%
Total benefits and expenses		286,822			279,165			7,657			3	%		597,879			581,209			16,670			3	%
Income from continuing operations before income taxes	$	155,012		$	147,779		$	7,233			5	%	$	301,797		$	286,148		$	15,649			5	%

* Less than 1% or not meaningful.

Results for the Three Months Ended June 30, 2025

Net premiums. Direct premiums increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 largely due to the layering effect of new policy sales that contributed to growth in the in-force book of business. This increase was partially offset by a slight increase in ceded premiums, which includes $9.9 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, and was reduced by $3.9 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions.

Benefits and claims. Benefits and claims increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Direct benefits and claims increased with the growth in the business. Year-over-year claims incurred during the 2025 period were higher compared to the same period in 2024 but were lower than our LFPB assumptions.

Future policy benefits remeasurement (gain) loss. Future policy benefits remeasurement gain increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and represents differences in experience variances that occurred in each period, primarily from better mortality and lower reserves benefiting from elevated lapse experience versus our future policy

benefit reserve assumptions. The remeasurement gain recognized in each period was not a significant portion of the total benefits and claims recognized in each period. Refer to Note 11 (Future Policy Benefits) to our unaudited condensed consolidated financial statements included elsewhere in this report for further details.

Amortization of DAC. Amortization of DAC increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to continued growth in the in-force book of business.

Insurance expenses. Insurance expenses increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to higher costs resulting primarily from growth in the in-force business.

Insurance commissions. Insurance commissions decreased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily as a result of lower non-deferrable commissions.

Results for the Six Months Ended June 30, 2025

Net premiums. Direct premiums increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 largely due to the layering effect of new policy sales that contributed to growth in the in-force book of business. This increase was partially offset by a slight increase in ceded premiums, which includes $16.6 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, and was reduced by $9.8 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions.

Benefits and claims. Benefits and claims increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Future policy benefits remeasurement (gain) loss. Future policy benefits remeasurement gain increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Amortization of DAC. Amortization of DAC increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Insurance expenses. Insurance expenses increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Insurance commissions. Insurance commissions decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison as well as a small change in the dollar value of commissions deferred that was made beginning in the second quarter of 2024.

Investment and Savings Products Segment. Investment and Savings Products segment results were as follows:


	Three months ended June 30,				Change						Six months ended June 30,				Change
	2025		2024		$			%			2025		2024		$		%
	(Dollars in thousands)
Revenues:
Commissions and fees:
Sales-based revenues	$	115,933	$	101,177	$	14,756			15	%	$	227,204	$	189,924	$	37,280		20	%
Asset-based revenues		154,735		132,765		21,970			17	%		306,749		261,297		45,452		17	%
Account-based revenues		24,394		23,740		654			3	%		48,588		46,919		1,669		4	%
Other, net		3,236		3,224		12		*				6,568		6,482		86		1	%
Total revenues		298,298		260,906		37,392			14	%		589,109		504,622		84,487		17	%
Expenses:
Amortization of DAC		1,368		1,478		(110	)		(7	)%		2,705		2,679		26	*
Insurance commissions		3,468		3,343		125			4	%		6,745		6,743		2	*
Sales commissions:
Sales-based		82,935		70,509		12,426			18	%		160,202		133,322		26,880		20	%
Asset-based		78,010		66,525		11,485			17	%		154,256		130,733		23,523		18	%
Other operating expenses		53,096		44,269		8,827			20	%		104,510		90,800		13,710		15	%
Total expenses		218,877		186,124		32,753			18	%		428,418		364,277		64,141		18	%
Income from continuing operations before income taxes	$	79,421	$	74,782	$	4,639			6	%	$	160,691	$	140,345	$	20,346		14	%

Results for the Three Months Ended June 30, 2025

Commissions and fees. Commissions and fees increased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily driven by higher asset-based and sales-based revenues. Higher asset-based revenues were driven by an increase in average client assets in the 2025 period compared to the same period in 2024 as well as a higher mix of assets under management that earn higher asset-based commissions, namely managed investments and Canadian mutual funds sold under the principal distributor model. The increase in sales-based revenue was largely the result of continued growth in product sales for variable annuities.

Sales commissions. The increases in sales-based and asset-based commissions for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 were generally in line with the increases in sales-based revenues and asset-based revenues, respectively.

Other operating expenses. Other operating expenses for the three months ended June 30, 2025 increased compared to the three months ended June 30, 2024 largely due to higher variable growth-related costs and continued investments in technology and infrastructure.

Results for the Six Months Ended June 30, 2025

Commissions and fees. Commissions and fees increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Sales commissions. Sales commissions increased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Other operating expenses. Other operating expenses for the six months ended June 30, 2025 increased compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Corporate and Other Distributed Products Segment. Corporate and Other Distributed Products segment results were as follows:


	Three months ended June 30,						Change						Six months ended June 30,						Change
	2025			2024			$			%			2025			2024			$			%
	(Dollars in thousands)
Revenues:
Direct premiums	$	4,335		$	4,690		$	(355	)		(8	)%	$	8,749		$	9,415		$	(666	)		(7	)%
Ceded premiums		(1,102	)		(1,213	)		(111	)		(9	)%		(2,290	)		(2,419	)		(129	)		(5	)%
Net premiums		3,233			3,477			(244	)		(7	)%		6,459			6,996			(537	)		(8	)%
Commissions and fees		10,970			10,511			459			4	%		20,447			18,998			1,449			8	%
Investment income net of investment expenses		55,549			54,111			1,438			3	%		111,888			107,702			4,186			4	%
Interest expense on surplus note		(14,621	)		(15,659	)		(1,038	)		(7	)%		(29,289	)		(31,444	)		(2,155	)		(7	)%
Net investment income		40,928			38,452			2,476			6	%		82,599			76,258			6,341			8	%
Realized investment gains (losses)		(2,338	)		565			(2,903	)	*				(2,421	)		572			(2,993	)	*
Other investment gains (losses)		(528	)		(664	)		136		*				312			634			(322	)	*
Investment gains (losses)		(2,866	)		(99	)		(2,767	)	*				(2,109	)		1,206			(3,315	)	*
Other, net		937			50,764			(49,827	)	*				1,996			51,467			(49,471	)	*
Total revenues		53,202			103,105			(49,903	)		(48	)%		109,392			154,925			(45,533	)		(29	)%
Benefits and expenses:
Benefits and claims		3,769			3,762			7		*				7,387			6,236			1,151			18	%
Future policy benefits remeasurement (gain) loss		(152	)		(49	)		(103	)	*				(23	)		325			(348	)	*
Amortization of DAC		289			249			40			16	%		579			606			(27	)		(4	)%
Insurance expenses		1,146			1,209			(63	)		(5	)%		2,307			2,380			(73	)		(3	)%
Insurance commissions		45			271			(226	)		(83	)%		243			457			(214	)		(47	)%
Sales commissions		5,346			5,120			226			4	%		9,951			9,237			714			8	%
Interest expense		6,000			6,099			(99	)		(2	)%		12,005			12,870			(865	)		(7	)%
Other operating expenses		36,695			36,236			459			1	%		83,619			83,150			469		*
Total benefits and expenses		53,138			52,897			241		*				116,068			115,261			807		*
Income (loss) from continuing operations before income taxes	$	64		$	50,208		$	50,144		*			$	(6,676	)	$	39,664		$	(46,340	)	*

* Less than 1% or not meaningful.

Results for the Three Months Ended June 30, 2025

Total revenues. Total revenues decreased during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 in part due to $2.0 million of investment losses in the 2025 period related to the tender of bonds from a certain issuer that allowed

us to reinvest the proceeds at current market interest rates rather than accept replacement bonds from the issuer at less favorable terms. Also contributing to the decrease was a $50.0 million gain recognized in the prior year period within Other, net revenue related to payments received under a Representation and Warranty insurance policy as discussed further in Note 4 (Segment Information) to our unaudited condensed consolidated financial statements included elsewhere in this report. The decrease was partially offset by higher net investment income. Net investment income increased primarily due to continued growth of the invested asset portfolio. Investment income net of investment expenses includes interest earned on our held-to-maturity asset, which is offset by interest expense on the surplus note (“Surplus Note”), thereby eliminating any impact on net investment income. Amounts recognized for each line item will remain offsetting and will fluctuate from period to period along with the principal amounts of the held-to-maturity asset and the Surplus Note based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by Vidalia Re, Inc. (“Vidalia Re”). For more information on the Surplus Note, see Note 12 (Debt) to our consolidated financial statements in our 2024 Annual Report and Note 5 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.

Total benefits and expenses. Total benefits and expenses was generally consistent during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Results for the Six Months Ended June 30, 2025

Total revenues. Total revenues decreased during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to the same factors as described in the three month comparison.

Total benefits and expenses. Total benefits and expenses was generally consistent during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Financial Condition

Investments. Our insurance business is primarily focused on selling term life insurance, which does not include an investment component for the policyholder. The invested asset portfolio funded by premiums from our term life insurance business does not involve the substantial asset accumulations and spread requirements that exist with other non-term life insurance products. As a result, the profitability of our term life insurance business is not as sensitive to the impact that interest rates have on our invested asset portfolio and investment income as the profitability of other companies that distribute non-term life insurance products.

We follow a conservative investment strategy designed to emphasize the preservation of our invested assets and provide adequate liquidity for the prompt payment of claims. To meet business needs and mitigate risks, our investment guidelines provide restrictions on our portfolio’s composition, including limits on asset type, per issuer limits, credit quality limits, portfolio duration, limits on the amount of investments in approved countries and permissible security types. We also manage and monitor our allocation of investments to limit the accumulation of any disproportionate concentrations of risk among industry sectors or issuer countries outside of the U.S. and Canada. In addition, as of June 30, 2025, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio.

We invest a portion of our portfolio in assets denominated in Canadian dollars to support our Canadian operations. Additionally, to ensure adequate liquidity for payment of claims, we take into account the maturity and duration of our invested asset portfolio and our general liability profile.

We also hold within our invested asset portfolio a credit enhanced note (“LLC Note”) issued by a limited liability company owned by a third-party service provider which is classified as a held-to-maturity security. The LLC Note, which is scheduled to mature on December 31, 2030, was obtained in exchange for the Surplus Note of equal principal amount issued by Vidalia Re, a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. For more information on the LLC Note, see Note 5 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.

We have an investment committee composed of members of our senior management team that is responsible for establishing and maintaining our investment guidelines and supervising our investment activity. Our investment committee regularly monitors our overall investment results and our compliance with our investment objectives and guidelines. We use a third-party investment advisor to assist us in the management of our investing activities. Our investment advisor reports to our investment committee.

Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates and credit spreads are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates or credit spreads could result in significant unrealized losses in the value of our invested asset portfolio. We believe that fluctuations caused by movement in interest rates and credit spreads generally have little bearing on the recoverability of our investments as we have the ability to hold these investments until maturity or a market price recovery and we have no present intention to dispose of them.

Details on asset mix (excluding our held-to-maturity security) were as follows:


	June 30, 2025	December 31, 2024
Average rating of our fixed-maturity portfolio	A	A
Average duration of our fixed-maturity portfolio	5.3 years	5.1 years
Average book yield of our fixed-maturity portfolio	4.26%	4.14%

The distribution of fixed-maturity securities in our investment portfolio (excluding our held-to-maturity security) by rating, including those classified as trading securities, were as follows:


	June 30, 2025					December 31, 2024
	Amortized cost (1)		%			Amortized cost (1)		%
	(Dollars in thousands)
AAA	$	629,645		19	%	$	615,348		20	%
AA		455,415		14	%		414,052		13	%
A		775,657		24	%		770,616		24	%
BBB		1,364,534		42	%		1,315,973		42	%
Below investment grade		29,192	*				36,548		1	%
Not rated		3,227	*				2,957	*
Total	$	3,257,670		100	%	$	3,155,494		100	%

(1)

Includes trading securities at carrying value and available-for-sale securities (excluding short-term investments) at amortized cost.

* Less than 1%.

The ten largest holdings within our fixed-maturity securities invested asset portfolio (excluding our held-to-maturity security and short-term investments) were as follows:


	June 30, 2025
Issuer	Fair value			Amortized cost (1)			Unrealized gain (loss)			Credit rating
	(Dollars in thousands)
Government of Canada	$	16,645		$	17,080		$	(435	)	AAA
Province of Ontario Canada		15,835			15,972			(137	)	A+
Province of Alberta Canada		15,106			15,668			(562	)	AA-
ONEOK Inc.		15,019			15,439			(420	)	BBB
Province of Quebec Canada		14,308			14,482			(174	)	AA-
Ontario Teachers’ Pension Plan		13,708			14,319			(611	)	AA+
Realty Income Corp		13,555			13,991			(436	)	A-
Manulife Financial Corp		13,095			13,476			(381	)	A
Province of New Brunswick Canada		13,051			13,463			(412	)	A+
Berkshire Hathaway Inc		12,710			12,527			183		AA
Total – ten largest holdings	$	143,032		$	146,417		$	(3,385	)
Total – fixed-maturity securities	$	3,099,677		$	3,257,670
Percent of total fixed-maturity securities		5	%		4	%

(1)

Includes trading securities at carrying value and available-for-sale securities at amortized cost.

For additional information on our invested asset portfolio, see Note 5 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.

Liquidity and Capital Resources

Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary uses of funds by the Parent Company include the payments of stockholder dividends, interest on note payable, general operating expenses, and income taxes, as well as repurchases of shares of our common stock outstanding. As of June 30, 2025, the Parent Company had cash and invested assets of $371.0 million.

The Parent Company’s subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products, as well as other financial products. The subsidiaries’ principal operating cash outflows include the payment of insurance claims and benefits (net of ceded claims recovered from reinsurers), commissions to the independent sales force, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes.

The distribution and underwriting of term life insurance requires up-front cash outlays at the time the policy is issued as we pay a substantial majority of the sales commission during the first year following the sale of a policy and incur costs for underwriting activities at the inception of a policy’s term. During the early years of a policy’s term, we generally receive level term premiums in excess of claims paid. We invest the excess cash generated during earlier policy years in fixed-maturity and equity securities held in


Delaware		27-1204330
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1 Primerica Parkway Duluth, Georgia		30099
(Address of principal executive offices)		(ZIP Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PRI	New York Stock Exchange


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐



		Page
PART I – FINANCIAL INFORMATION		2
Item 1. Financial Statements (unaudited).		2
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024		2
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024		4
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024		5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		45
Item 4. Controls and Procedures.		45
PART II – OTHER INFORMATION		45
Item 1. Legal Proceedings.		45
Item 1A. Risk Factors.		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		46
Item 5. Other Information		47
Item 6. Exhibits.		47
Signatures		48


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Period	Total number of shares purchased (1)		Average price paid per share (1)		Total number of shares purchased as part of publicly announced plans or programs (2)		Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
April 1 - 30, 2025		173,466	$	259.45		173,432	$	287,020,932
May 1 - 31, 2025		157,252		270.25		157,252		244,523,936
June 1 - 30, 2025		157,309		264.48		157,309		202,919,455
Total		488,027	$	264.55		487,993	$	202,919,455


Exhibit Number	Description	Reference
31.1	Rule 13a-14(a)/15d-14(a) Certification, executed by Glenn J. Williams, Chief Executive Officer.	Filed with the Securities and Exchange Commission as part of this Quarterly Report.
31.1
31.2	Rule 13a-14(a)/15d-14(a) Certification, executed by Tracy X. Tan, Executive Vice President and Chief Financial Officer.	Filed with the Securities and Exchange Commission as part of this Quarterly Report.
31.2
32.1	Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Glenn J. Williams, Chief Executive Officer, and Tracy X. Tan, Executive Vice President and Chief Financial Officer.	Filed with the Securities and Exchange Commission as part of this Quarterly Report.
32.1
101.INS	Inline XBRL Instance Document.	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).


	Primerica, Inc.

August 7, 2025	/s/ Tracy X. Tan
	Tracy X. Tan
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)