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Stockholders' Equity
9 Months Ended
Sep. 30, 2026
Stockholders' Equity  
Stockholders' Equity

Note 11—Stockholders’ Equity

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Common stock

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During the three months ended September 30, 2026, and 2025, we issued 2,492 and 3,493 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. During the nine months ended September 30, 2026, and 2025, we issued 6,860 and 11,869 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors.

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During the three and nine months ended September 30, 2026, a total of 15,425 and 240,744 restricted and performance stock units, net of shares withheld for taxes, respectively, were converted to common stock. There were 14,122 and 259,322 restricted and performance stock units, net of shares withheld for taxes, converted to common stock during the three and nine months ended September 30, 2025, respectively.

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We issued 3,118 shares of common stock in the nine months ended September 30, 2025, under our long-term retention plan (“LTR Plan”). The shares were purchased by the participants in the LTR Plan with payment made to us of $0.2 million for the nine months ended September 30, 2025. The shares purchased in the nine months ended September 30, 2025, were for bonus amounts earned in 2024, and the number of shares was calculated based on 75% of the average daily closing market price during December 2024. In July 2025, the LTR Plan was discontinued; accordingly no shares were issued under the LTR Plan in 2026, and no shares will be issued under the LTR Plan in future periods.

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Employee Stock Purchase Plan

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In May 2022, our stockholders approved the 2022 Primoris Services Corporation Employee Stock Purchase Plan (the “ESPP”), for which eligible full-time employees can purchase shares of our common stock at a discount. The purchase price of the stock is 90% of the lower of the market price at the beginning of the offering period or the end of the offering period. Purchases occur semi-annually, approximately 30 days following the filing of our Annual Report on Form 10-K for the fiscal year ended December 31 of each year, but in no cases can the purchase date extend beyond March 31 of the period or year, and approximately 30 days following the filing of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 of each year. For the three months ended September 30, 2026, 5,679 shares were purchased at an average discounted purchase price of $66.99 per share. For the three months ended September 30, 2025, 3,085 shares were purchased at an average discounted purchase price of $99.42 per share. For the nine months ended September 30, 2026, 8,953 shares were purchased at an average discounted purchase price of $88.77 per share. For the nine months ended September 30, 2025, 14,125 shares were purchased at an average discounted purchase price of $62.20 per share.

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Share Purchase Program

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On April 30, 2025, our Board of Directors authorized a share purchase program under which we may acquire shares up to an aggregate purchase price of $150.0 million. The timing of share purchases, if any, depends on market conditions, share price and other factors. The share purchase program expires on April 30, 2028. During the three months ended September 30, 2026, we purchased 1,330,627 shares, which in the aggregate equaled $100.0 million, at a weighted average purchase price of $75.15 per share. During the nine months ended September 30, 2026, we purchased 1,779,914 shares, which in the aggregate equaled $150.0 million, at a weighted average purchase price of $84.27 per share. We recorded an excise tax liability related to the share purchases of $1.5 million during the nine months ended September 30, 2026. The amount recorded represents our current estimate as of September 30, 2026, and remains subject to adjustment. As of September 30, 2026, we had purchased the full $150.0 million authorized under the share purchase program.