NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on May 8, 2024. The Proxy Statement and the 2023 Annual Report to Stockholders are available free of charge at www.proxyvote.com.

TABLE OF CONTENTS

PROXY SUMMARY

PROXY SUMMARY

PROXY SUMMARY

PROXY SUMMARY

Board Structure

Stockholder Rights

Other Highlights

PROXY SUMMARY

PROXY SUMMARY

MATTERS TO BE VOTED ON

Proposal 1:

Election of Directors

See “Board of Directors” beginning on page 27 for more information.

We ask that our stockholders elect the eleven director nominees named below to our Board of Directors to serve until the 2025 Annual Meeting. Stockholders have the option to vote “FOR”, vote “AGAINST” or “ABSTAIN” from voting with respect to each director nominee.

Our Third Amended and Restated By-Laws (“By-Laws”) provide for majority voting for directors in uncontested elections. As a result, each director will be elected by a majority of the votes cast, meaning that each director nominee

must receive a greater number of shares voted “FOR” such director nominee than the shares voted “AGAINST” such director nominee.

Primerica is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, then that director remains in office until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. To address this potential outcome, our By-Laws provide that, if an incumbent director does not receive a greater number of shares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to the Board. In that situation, the Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance Committee’s recommendation and will publicly disclose its decision and the rationale behind its decision. In a contested election – a circumstance we do not anticipate at the Annual Meeting – director nominees are elected by a plurality vote. Any shares that are not voted (whether by abstention or otherwise) will have no effect on the outcome of the vote. The following table provides summary information about each director nominee, each of whom currently serves on our Board.

MATTERS TO BE VOTED ON

Each director nominee (except for Mr. Wilson who was elected to the Board effective February 2024) attended more than 95%, collectively, of the aggregate of all meetings of our Board of Directors and its committees on which he or she served during fiscal 2023.

Mr. Wilson, Ms. Cottle and Mr. Dheer were elected to our Board of Directors effective February 2024, May 2022 and October 2019, respectively. The remaining eight director nominees have served on our Board of Directors at least since the Company’s Annual Meeting of Stockholders held in 2015. Unless otherwise instructed, the members of the Proxy Committee (as defined in “Information About Voting and the Annual Meeting”) will vote the proxies held by them “FOR” the election to our Board of Directors of the nominees named above.

Proposal 2:

Advisory Vote on Executive Compensation (Say-on-Pay)

See “Executive Compensation” beginning on page 45 for more information.

MATTERS TO BE VOTED ON

We most recently sought stockholder approval of the compensation of our named executive officers at the Company’s Annual Meeting of Stockholders held on May 17, 2023 (the “2023 Annual Meeting”), at which time approximately 95.6% of votes cast were in favor thereof. At the 2023 Annual Meeting, our stockholders supported the Board’s recommendation to hold an annual Say-on-Pay vote. The Say-on-Pay vote is not binding on the Company, our Board of Directors or the Compensation Committee. Our Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

As described in detail under “Executive Compensation — Compensation Discussion and Analysis (CD&A)”, our executive compensation program is designed to attract, motivate and retain our named executive officers, each of whom is critical to our success. Under this program, our named executive officers are rewarded for the achievement of specific annual, long-term, strategic and corporate goals as well as the realization of increased stockholder value. The Compensation Committee continually reviews and modifies our executive compensation program to ensure that it achieves the desired goals of aligning executive compensation with our stockholders’ interests and current market practices. Please read the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement for additional details about our executive compensation program, including information about the compensation of our named executive officers for fiscal 2023.

The advisory vote in this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our named executive officers, as well as the philosophy, policies and practices described in this Proxy Statement. Our

stockholders may vote for or against, or abstain from voting on, the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any related material disclosed in such proxy statement.”

Proposal 3:

Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm

See “Audit Matters” beginning on page 87 for more information.

We ask that our stockholders ratify the appointment of KPMG as our independent registered public accounting firm for fiscal 2024.

The Audit Committee has authority to retain and terminate the Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG as our independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for fiscal 2024, as well as the Company’s internal control over financial reporting. Although stockholder ratification of the appointment of KPMG is not

MATTERS TO BE VOTED ON

required, our Board of Directors believes that submitting the appointment to our stockholders for ratification is a matter of good corporate governance. If our stockholders do not ratify the appointment of KPMG, then the Audit Committee will reconsider the appointment. Aggregate fees for professional services rendered by KPMG were $5.4 million and $4.6 million for fiscal 2023 and fiscal 2022, respectively. The increase in fees for fiscal 2023 was largely due to audit services related to the

Company’s adoption of a new accounting standard for insurance contracts in the United States and preparation for a new accounting standard for insurance contracts in Canada.

One or more representatives of KPMG are expected to be present at the Annual Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

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Our Board oversees the business and affairs of the Company, aligns management and stockholder interests and is driven by the directors’ belief that good corporate governance is a critical factor in our continued success. Through the Governance section of our investor relations website at https://investors.primerica.com, our stockholders have access to key governing documents such as our Code of Conduct, Corporate Governance Guidelines and the charters of each committee of the Board.

Board Structure

Our Board currently consists of eleven directors. The Company’s governance documents provide our Board with flexibility to select the appropriate leadership structure for the Company. The Company has a non-executive Chairman of the Board and an independent Lead Director. Our Board believes that this structure is the most appropriate leadership structure for the Company at this time and is in the best interests of our stockholders because it provides decisive and effective leadership and, when combined with the Company’s other governance policies and procedures, provides appropriate

opportunities for oversight, discussion and evaluation of decisions and direction by our Board. In the event of a potential change to the Board’s leadership structure, we expect to seek prior input from our largest stockholders.

Mr. R. Williams has served as non-executive Chairman of the Board since April 2015. He previously served as Chairman of the Board and Co-Chief Executive Officer. Mr. G. Williams has served as Chief Executive Officer since April 2015. He previously served as President from 2005 through March 2015. Mr. Crittenden, one of our independent directors and Chairman of the Audit Committee, has served as the Lead Director of our Board since May 2023, and he joined our Board in July 2013. As the primary interface between management and our independent directors, the Lead Director provides a valuable supplement to the non-executive Chairman and the Chief Executive Officer roles and serves as a key contact for the non-employee directors, thereby enhancing our Board’s independence from management. The duties and responsibilities of our Chairman of the Board and our Lead Director are set forth below.

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All directors play an active role in overseeing the Company’s business and risk functions both at our Board and committee levels. See “— Board’s and Management’s Roles in Risk Oversight” for additional information on the Board’s and management’s respective roles in risk oversight. In addition, directors have full and free access to members of management, and our Board and each committee has authority to retain independent financial, legal or other advisors as they deem necessary without consulting, or obtaining the approval of, any member of management. Our Board holds separate executive sessions of its non-employee directors and of its independent directors at least annually.

Board Diversity

Diversity is very important to us. We strive to offer an inclusive business environment that benefits from diversity of people, thought and experience. This also holds true for our Board. As of December 31, 2023, 30% of our Board members were racially or ethnically diverse and 40% of our Board members were women. With the election of Darryl Wilson to our Board effective February 2024, 36% of our Board were racially or ethnically diverse and 36% of our Board members were women. See “Board of Directors – Director Qualifications” for additional information on the diversity of our Board.

Pursuant to our Corporate Governance Guidelines, our Board annually reviews the appropriate skills and characteristics of its

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members in light of the current composition of our Board, and diversity is one of the factors used in this review. Our Board Diversity Policy requires the Board to consider Board candidates based on merit against objective criteria tied to the needs of the Board and the Company while giving due regard to diverse characteristics such as gender, race, ethnicity, country of origin, nationality or cultural background and other personal characteristics. In addition, in identifying a director candidate, the Corporate Governance Committee and our Board consider and discuss diversity, among the other factors discussed under “— Director Nomination Process,” with a view toward the role and needs of our Board as a whole. Further, pursuant to our Board Diversity Policy, diverse Board candidates are required to be considered whenever the Board commences a director search. The Corporate Governance Committee annually reviews our Board Diversity Policy and assesses its effectiveness and recommends any changes to the Board, if needed.

Board Evaluation Process

Our Corporate Governance Guidelines require that the Corporate Governance Committee conduct an annual review of Board performance and further requires that each standing committee conduct an annual evaluation of its own performance. To facilitate those evaluations, each independent committee prepares a written self-assessment questionnaire that is completed by the members of the committee. In addition, the Corporate Governance Committee prepares a written Board assessment questionnaire that is completed by all members of the Board. The questions are designed to gather suggestions to improve Board and committee effectiveness and solicit additional feedback and include topics such as: (i) Board/committee skills and composition; (ii) Board/committee structure and responsibilities; and (iii) Board/committee culture, dynamics and operations. The Board self-assessment is conducted at a different time during the year than the committee self-assessments, so that the directors have adequate time to reflect on the functioning of the Board as a whole. The Company’s Corporate Secretary compiles the results of each self-assessment and shares those

results with all directors. The committee chairs lead discussions during their committee meetings of the results of the self-assessments, highlighting areas that require additional attention. The Corporate Governance Committee discusses the Board self-assessment and the Lead Director leads a discussion of the self-assessment among the full Board. Management then discusses with the Lead Director any specific items that require additional attention and a plan is developed to address such action items.

In fiscal 2023, the Corporate Governance Committee retained a third party to facilitate an in-depth Board self-assessment, consistent with the process it followed during fiscal 2021. The third party met with each director individually and solicited feedback on Board function and meetings, composition, leadership, as well as other matters. The third party then compiled the results from the interviews and provided an oral report to the Board of Directors with recommendations for improvements. The Corporate Governance Committee expects to continue to use a third-party facilitator to conduct the Board self-assessment on a bi-annual basis.

Board’s and Management’s Roles in Risk Oversight

Our Board is ultimately responsible for overseeing the Company’s management of the various risks facing the Company as well as the Company’s compliance culture and overall risk tolerance. The Board and management actively collaborate on the topic of risk management and work together to resolve any potential disagreements relating to risk management. The Board has delegated to the Audit Committee responsibility for regularly monitoring the oversight of our enterprise risk management (“ERM”) program, including: (i) ensuring that all risk areas are monitored by senior management; (ii) confirming that all risk management matters are reported to the Board or the appropriate Board committee and addressed as needed; and (iii) approving our Enterprise Risk Management Policy, which describes our ERM program and delineates the major functions and roles and responsibilities within the program, at least annually. The Audit Committee does a

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quarterly review of our ERM dashboard, which includes a current rating of the risk level of each enterprise and intermediate level risk. The Board and each Board committee actively oversee and

monitor the management of risks that could impact the Company’s operations in connection with their respective subject matter areas as illustrated in the following graphic.

Management is responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risk. Senior management is responsible for ensuring that appropriate risk management is carried out in the business lines, promoting a strong culture of risk management within each business unit or department, identifying all known and emerging risks, recommending appropriate risk limits for identified risk exposures, and developing programs that monitor, test, and report control deficiencies. Each quarter, senior management reviews the enterprise and intermediate risks for highlights, trends, and emerging issues. Matters requiring attention are added to a watch list or heat map for monitoring and reporting to the Board of Directors.

Annually, management evaluates the Company’s material risk areas, defines mitigating controls (which are documented by our Risk Management and Internal Controls Department), assigns each enterprise risk area to a member of senior management (with the underlying intermediate risks assigned to a senior business leader) and reviews the results of the foregoing

with the Audit Committee and the Board of Directors. Management has developed and implemented a Governance, Risk and Compliance tool to monitor ongoing risk, record findings from our testing programs and track mitigating controls across all business areas.

We have established a Business Risk and Control Committee (the “BRCC”) led by our Chief Governance and Risk Officer. The BRCC is our governing body for enterprise risk management and testing programs and is comprised of senior management, including our Chief Executive Officer, and enterprise and intermediate risk owners. Our Chief Internal Auditor (who reports to the Chair of the Audit Committee) monitors our ERM program by attending each BRCC meeting to observe and provide feedback and all quarterly meetings of the Audit Committee during which the ERM program and related developments are reviewed and discussed. In fiscal 2023, the BRCC regularly monitored the material risk areas facing the Company and assessed the risk heatmap and watch list at least quarterly. During BRCC meetings, emerging risks outside of the currently defined risk areas are monitored.

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In fiscal 2023, our Chief Compliance and Risk Officer presented a risk profile and provided quarterly status updates to the Board and each Board committee that has oversight responsibility for one or more key risks. He also provided the Board a quarterly heatmap that highlights the status of significant risks. Further, management provides a detailed quarterly update on significant risk areas, including cybersecurity and privacy risks presented by our Chief Information Officer and legal and regulatory matters presented by our General Counsel. At least annually, the cybersecurity presentation includes additional information on system readiness and protection, our incident response plan, internal training exercises and recovery plans. In 2024, our Chief Compliance and Risk Officer will retire; his risk oversight responsibilities have been assigned to the Company’s Chief Governance Officer and a new Chief Compliance Officer has been appointed.

Our Chief Internal Auditor reports directly to the Audit Committee. She presents quarterly to the Audit Committee with respect to internal audit findings and recommendations and meets in executive session with the Audit Committee at least quarterly. The Audit Committee uses the results of its discussions with our Chief Internal

Auditor to monitor the Company’s internal audit plan.

Stockholder Engagement

In late fiscal 2023, we invited the Company’s largest stockholders, whose holdings together represented over 77% of our outstanding shares, to speak with management and, if requested, the Lead Director about topics important to them. Specific topics covered during these conversations included Board diversity, executive compensation, and sustainability-related matters (including human capital management; DEIB); data privacy, and climate-related risks). We were pleased with the stockholder feedback, which indicated that our stockholders are generally satisfied with the Company’s corporate governance and executive compensation practices as well as the format and content of the Company’s proxy statement and Corporate Sustainability Report. To enable the Board and its committees to consider direct stockholder feedback, information about these investor conversations is shared with the Board and its committees. The table below describes requests received during these conversations and our responses to those requests.

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Sustainability Matters

Oversight of Sustainability Matters

The Board of Directors has delegated to the Corporate Governance Committee responsibility for oversight of the Company’s corporate governance risk (including environmental and social risk), public affairs risk, and human capital management risk (including DEIB, talent development, and succession planning). As a result, the Corporate Governance Committee meets regularly with those members of management who have responsibility for such initiatives. Further, the Corporate Governance Committee receives regular updates on the Company’s efforts with respect to employee engagement and wellness and improving DEIB among its employees and the independent sales force.

In December 2023, we published our annual Corporate Sustainability Report, which has been posted in the Sustainability section of our investor relations website at https://investors.primerica.com. This report contains the Sustainability Accounting Standards Board (“SASB”) disclosure metrics that we believe are most relevant to our industry and business model. We elected to use the SASB metrics over other available frameworks because of its focus on certain areas that we believe are material to our business. Our Corporate Sustainability Report also contains information in line with the Task Force on Climate-related Financial Disclosures (“TCFD”), including our Scope 1 and Scope 2 GHG emissions.

Human Capital Management

Diversity, Equality, Inclusion, and Belonging (DEIB)

We are proud of our focus on middle-market households that are not adequately served by other financial services companies. The diversity of the independent sales force is a reflection of the middle-income communities in which the sales representatives live and work. As such, we believe that our DEIB efforts are fundamental to the success of our business.

The independent sales force utilizes specialized groups, which we refer to as Strategic Markets, to encourage professional and personal growth and development, including Women in Primerica, the African American Leadership Council, the Hispanic American Leadership Council, and the Asian Pacific Islander Leadership Council. These groups provide opportunities for networking and mentorship, sales and business management training and deep learning opportunities. Additional information about the diversity of the independent sales force is available in our 2023 Corporate Sustainability Report in the Sustainability section of our investor relations website at https://investors.primerica.com.

We strive to create a workplace that offers a wide range of opportunities for employees and is open, collaborative and inclusive. We were recognized by Forbes as a Best Employer for Women each year from 2019 to 2023, and in 2021 and 2022, Forbes recognized us as a Best Employer for Diversity. In 2024, we were recognized by Newsweek as one of America’s Greatest Workplaces for Diversity as well as one of America’s Greatest Workplaces for Women. Additionally, we were named to the Bloomberg Gender Equality Index each year from 2020 to 2023.

The Corporate Governance Committee has responsibility for oversight of our DEIB commitments and initiatives. Our Chief Administrative Officer serves in the role of chief diversity officer, is responsible for the development and implementation of our DEIB strategy and provides regular updates to the Corporate Governance Committee. At the center of our DEIB efforts is ensuring that all talent has developmental and mentoring opportunities and our people-related policies and practices allow all employees to thrive at Primerica. We work to empower and incentivize our senior leaders to embrace this strategy. Our human capital strategy has netted positive results since its adoption in 2021. Captured below are several of our accomplishments to date:

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For information about the diversity of our U.S. employees, see “Item 1. Business — Human Capital Management — Employees” in our 2023 Annual Report. Additionally, employees are trained at least annually on our Equal Employment Opportunity and Anti-Harassment Policy. The Corporate Governance Committee is responsible for overseeing management’s implementation and monitoring of the policy and reviews and approves this policy at least annually.

Supporting Employee Engagement

In 2024 and for the eleventh consecutive year, Primerica has been named by The Atlanta Journal-Constitution as a regional Top Workplace based on its annual top workplaces employee survey. In 2024, we were again nationally recognized on the Top Workplaces USA list by the employee engagement service partner that conducted the regional survey. Also in 2024 and for the first time, Forbes recognized us as one of America’s Best Midsize Employers. In June 2023, Newsweek named us as one of America’s Greatest Workplaces.

In order to monitor employee satisfaction, we conduct annual employee engagement surveys and provide detailed results to management and

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our Board. Changes to policies, programs, compensation and benefits packages are made based on this feedback. Annually, the Company holds a town hall meeting that is also broadcast virtually to most of our workplace locations. Our Chief Executive Officer, President and Chief Administrative Officer jointly lead this meeting and provide updates on the Company’s performance and strategic direction, as well as information on benefits enhancements, policy changes, and other workplace topics. The meeting always ends with a question and answer segment, and employees are encouraged to raise issues of concern and offer suggestions for improvement. Employees are also provided the opportunity to submit questions and suggestions in advance.

Work-Life Balance

We understand and value the importance of an effective work-life balance for employees. We offer many flexible work options and schedules to meet the needs of our employees. The vast majority of our employees work on either a hybrid schedule where they are able to work both at home and in the office or are fully remote. Offering flexible workplace options has become an expectation of employees across many industries and is necessary to remain competitive and attract top talent.

In addition to flexible workplace options, our full-time and part-time employees receive several benefits that are aligned with achieving a better work-life balance such as paid planned and unplanned time off, 11 paid holidays, and paid time off for volunteering. We also have a dedicated Work-Life Balance employee resource group that offers employees an opportunity to share ways to maintain an active and healthy work-life balance, hear from speakers on such topics such as mental health and caring for aging parents, and gather to share information and participate in outdoor social activities.

Talent Development and Succession Planning

Employees are highly satisfied at Primerica, as evidenced by our employee retention rate in 2023 of 89%, excluding employees of

e-TeleQuote Insurance, Inc. and subsidiaries (collectively, “e-TeleQuote”). Many employees have been with Primerica for over 20 years, a result of a continued high employee retention rate. The tenure of our named executive officers, with the exception of Tracy Tan who joined the Company in October 2023, ranges from 23 years to 43 years, with an average tenure of 35 years.

The result of this longevity and loyalty is that many employees will reach retirement age over the coming years. Management is committed to a strong culture that reflects DEIB while ensuring that our succession planning and internal and external talent pipeline identification processes incorporate these values. Among the many benefits of our planning and talent identification process is to increase diversity at the management level. Additional information about our talent development initiatives can be found in our 2023 Corporate Sustainability Report in the Sustainability section of our investor relations website at https://investors.primerica.com.

Our Board of Directors maintains a succession plan for the Chief Executive Officer and other key members of management, which includes a contingency plan if the Chief Executive Officer were to depart unexpectedly. At least annually, the Corporate Governance Committee reviews the succession plan and leadership pipeline for these key roles, taking into account the Company’s long-term corporate strategy. In addition, the Corporate Governance Committee oversees the Company’s talent development initiatives. Board members also engage and spend time with our high potential leaders at Board meetings and other events.

Our Corporate Culture

We recognize the importance of doing business the right way. Further, we believe corporate culture influences employee actions and decision-making. This is why we dedicate resources to:

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The Company has a Code of Conduct that applies to all employees, directors, and officers of the Company and its subsidiaries. Employees receive required training on our Code of Conduct, which is posted on the Governance section of our investor relations website at https://investors.primerica.com and is available in print, free of charge, to our stockholders who request a copy. Employees are required to acknowledge compliance with our Code of Conduct on an annual basis. As independent contractors, members of the independent sales force are not subject to our Code of Conduct but they must comply with a number of policies and procedures that are similar to principles and standards, including those related to anti-corruption and business ethics, set forth in our Code of Conduct. The Company also has made available to all of our employees and the independent sales force an Ethics Hotline, which can be accessed by phone or email and permits employees to anonymously report a violation of our Code of Conduct. Any changes to our Code of Conduct will be posted in our investor relations website at https://investors.primerica.com.

Documenting and bolstering certain aspects of our Code of Conduct is our Equal Employment Opportunity and Anti-Harassment Policy, which includes information about complaint and investigation procedures relating to alleged discrimination incidents. The policy also defines the role of the Board of Directors with respect to alleged violations of such policy.

Our employees consistently give the Company high scores for “operating by strong values.” We are proud of our corporate culture and we work hard to instill upon our representatives and employees the importance of doing the right thing – for our clients as well as our other stakeholders.

Environmental Responsibility and Impact on Our Business

Our business as a term life insurance and financial services company, by its nature, does not have a significant impact on the environment. Nevertheless, we recognize the significant challenges presented by climate change and the growing importance of this issue to investors and the communities we serve. We continue our efforts, such as electronic document delivery to our clients, energy efficiency at our corporate headquarters, robust recycling initiatives and promotion of transportation alternatives and flexible working options, to reduce our impact on the Earth’s resources.

Environmental issues, particularly those related to climate change, have the potential to present risks and opportunities to our business. We address those risks and opportunities in the following ways:

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Director Independence

Independence Determinations

Mr. R. Williams and Mr. Addison served as our Co-Chief Executive Officers from 1999 through March 2015 and are independent under the standards set forth by the New York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines. However, certain proxy advisory firms view former chief executive officers as permanently affiliated with the company they led and therefore never independent. As a result, the Board has elected to designate Mr. R. Williams and Mr. Addison as not independent. Mr. G. Williams, our Chief Executive Officer, is not independent because he is a member of management and an employee of the Company.

Our Board annually assesses the outside affiliations of each director to determine if any of these affiliations could cause a potential conflict of interest or could interfere with the independence of the director. Based on information furnished by all directors regarding their relationships with Primerica and its subsidiaries and research conducted by management and discussed with our Board with respect to outside affiliations, our Board has determined that none of the remaining directors who served on our Board during fiscal 2023, nor Mr. Wilson who began his term as director in February 2024, has or had a material relationship with Primerica other than through his or her role as director and, except as set forth above, each is independent because he or she satisfies:

A determination of independence under these standards does not mean that a director is disinterested under Section 144 of the Delaware General Corporation Law. Each director, relevant committee and our full Board may also consider whether any director is interested in any transaction brought before our Board or any of its committees for consideration.

Independence of Committee Members

Throughout fiscal 2023, the Audit, Compensation and Corporate Governance Committees have been fully independent in accordance with the NYSE Listed Company Manual and our Board’s director independence standards described above. In fiscal 2023, no member of these committees received any compensation from Primerica other than directors’ fees, and no member of the Audit Committee was or is an affiliated person of Primerica (other than by virtue of his or her directorship). Members of the Audit Committee meet the additional standards of audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Throughout fiscal 2023, members of the Compensation Committee qualified as non-employee directors as defined in Rule 16b-3 under the Exchange Act.

Categorical Standards of Independence

The Company has established categorical standards of independence for our Board, which are described in our Corporate Governance Guidelines and are available in the Governance section of our investor relations website at https://investors.primerica.com. To be considered independent for purposes of the director qualification standards: (i) the director must meet independence standards under the NYSE Listed Company Manual; and (ii) our Board must affirmatively determine that the director otherwise has no material relationship with the Company, directly or as an officer, shareowner or partner of an organization that has a relationship with the Company.

To assist it in determining each director’s independence in accordance with the NYSE’s rules, our Board has established guidelines, which provide that a director will be deemed independent unless:

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Director Nomination Process

Our Board maintains a robust process in which the members focus on identifying, considering and evaluating potential Board candidates. Our Corporate Governance Committee leads this process, considering the Company’s current needs and long-term and strategic plans to determine the skills, experience and characteristics needed by our Board. The Corporate Governance Committee seeks input from other Board members and senior management, and also considers and evaluates any candidates recommended by our stockholders.

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Our Board has determined that its members should bring to the Company a broad range of experience, knowledge and judgment. A successful Board candidate must be prepared to represent the interests of the Company and all of its stockholders. The factors considered by the Corporate Governance Committee and our Board in their review of potential candidates include whether:

The Corporate Governance Committee carefully reviews all current directors and director candidates in light of these factors based on the context of the current and anticipated composition of our Board, the current and anticipated operating requirements of the Company and the long-term interests of our stockholders. In reviewing a candidate, the Corporate Governance Committee considers the integrity of the candidate and whether the candidate would be independent as defined in our Corporate Governance Guidelines and the NYSE Listed Company Manual. The Corporate Governance Committee expects a high level of involvement from our directors and, if applicable, reviews a candidate’s service on other boards to assess whether the candidate has sufficient time to devote to Board duties.

The Corporate Governance Committee decides whether to further evaluate each candidate, which would include a thorough reference check, interviews, and discussions about the candidate’s qualifications, availability and commitment. Upon the completion of such evaluation, the Corporate Governance Committee makes a recommendation to our Board with respect to the election of a potential candidate to our Board. Our Board expects that all candidates recommended to our Board will have received the approval of all members of the Corporate Governance Committee.

Any stockholder who wishes to have the Corporate Governance Committee consider a candidate for election to our Board is required to give written notice of his or her intention to make such a nomination. For a description of the procedures required to be followed for a stockholder to nominate a director, see “Other Stockholder Information — Proxy Access Director Nominees” and “Other Stockholder Information — Other Proposals and Director Nominees.” A proposed nomination that does not comply with these requirements will not be considered by the Corporate Governance Committee. There are no differences in the

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manner in which the Corporate Governance Committee considers or evaluates director candidates it identifies and director candidates who are recommended by our stockholders.

Proxy Access

A stockholder or group of no more than 20 stockholders that has owned at least 3% of our common stock for at least three years may nominate directors to our Board and have the nominees included in our proxy materials to be voted on at the Company’s Annual Meeting of Stockholders. The maximum number of stockholder nominees that will be included in our proxy materials with respect to any such annual meeting is the greater of (i) two or (ii) 20% of directors to be elected. A stockholder who seeks to nominate a director or directors to our Board must provide proper notice to the Company’s Corporate Secretary under our By-laws. See “Other Stockholder Information — Proxy Access Director Nominees” and “Other Stockholder Information — Other Proposals and Director Nominees.”

Majority Voting Standard for Director Elections

In an uncontested election, each director will be elected by the vote of the majority of votes cast with respect to that director’s election. (An uncontested election is an election where the number of nominees is the same as the number of directors to be elected.) A majority of the votes cast means that the number of shares voted “FOR” a nominee’s election must exceed the votes cast “AGAINST” such nominee’s election.

If an incumbent director does not receive a greater number of shares voted “FOR” such director than shares voted “AGAINST” such director, then such director must tender his or her resignation to the Board. In that situation, the Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified,

the Board will act on the Corporate Governance Committee’s recommendation and will publicly disclose its decision and the rationale behind its decision. In a contested election, director nominees are elected by a plurality vote. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An election is considered contested under our By-Laws if, outside of the proxy access process, a stockholder has submitted notice of a director nomination to the Company’s Corporate Secretary in compliance with the requirements for stockholder nominees for directors set forth in our By-Laws and such nomination has not been withdrawn by such stockholder on or prior to the tenth day preceding the date the Company first mails its notice of meeting.

Communicating With Our Board of Directors

Our stockholders and other interested persons may communicate with our directors, or any specified individual director, by addressing such communications to them in care of the Company’s Corporate Secretary, at the Company’s principal executive office located at One Primerica Parkway, Duluth, Georgia 30099. Our stockholders and other interested persons may also communicate with our directors by sending an e-mail message as follows:

In accordance with a policy approved by the Audit Committee, the Company’s Corporate Secretary (or, solely with respect to matters that are not reasonably likely to have legal implications for the Company, the Company’s

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Chief Governance and Risk Officer or Chief Compliance Officer, as applicable) is required to:

If the correspondence is specifically marked as a private communication to our Board (or a specific member or members of our Board), then the Company’s Corporate Secretary will not open or read the correspondence and will forward it to the addressee. These procedures may change from time to time, and you are encouraged to visit our investor relations website at https://investors.primerica.com for the most current means of communicating with our directors.

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Board Meetings

During fiscal 2023, our Board held four meetings. Each director attended more than 95%, collectively, of the meetings of our Board and its committees on which he or she served during fiscal 2023. We expect our directors to attend each of the Company’s Annual Meeting of Stockholders absent extraordinary circumstances, and each director attended the 2023 Annual Meeting.

Board Committees

Our Board has four standing committees that assist it in carrying out its duties – the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Executive Committee. The charter of each committee is available in the Governance section of our investor relations website at https://investors.primerica.com and may be obtained, without charge, by contacting the Corporate Secretary, Primerica, Inc., One Primerica Parkway Duluth, Georgia 30099.

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Director Service on Other Public Boards (Overboarding Policy)

Our Corporate Governance Guidelines state that directors shall limit other board memberships to a number which permits them, given their individual circumstances, to responsibly perform all of their director duties, with no director serving on the board of more than four publicly traded companies (inclusive of our Board). This is to ensure that our directors devote adequate time for preparation and attendance at Board and committee meetings, as well as the Company’s Annual Meeting of Stockholders. In addition, the Corporate Governance Guidelines prohibit members of the Audit Committee from serving on more than three public company audit committees, including the Audit Committee.

Our Corporate Governance Guidelines also state that if a director has a substantial change in professional responsibilities, occupation or

business association, he or she should notify the Corporate Governance Committee and offer his or her resignation from the Board. The Corporate Governance Committee will evaluate the facts and circumstances and make a recommendation to the Board whether to accept the resignation or request that the director continue to serve on the Board. If a director assumes a significant role in a not-for-profit entity, then he or she should notify the Corporate Governance Committee.

The Corporate Governance Committee annually reviews the public, private and/or not-for-profit board memberships of each Board member in connection with their respective nomination by the Board.

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Director Compensation

The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. The Compensation Committee typically reviews a competitive market analysis of director compensation prepared by its independent compensation consultant at least bi-annually as part of its process of evaluating and setting compensation for non-employee directors. In December 2022, the Compensation Committee elected to recommend certain changes to director compensation as described below. These changes were approved by the Board in February 2023. In late 2023, the Board approved additional changes to director compensation effective in 2024. See “Executive Compensation – Compensation Discussion and Analysis (CD&A) – the Compensation Setting Process – Compensation Consultant” for a discussion of the role of the Compensation Committee’s compensation consultant and its evaluation of potential conflicts of interest.

The Compensation Committee does not seek to benchmark or set compensation at any specific level relative to the peer data. Instead, the Compensation Committee uses this information primarily as background with respect to compensation plan design decisions and as a

general reference point for pay levels. For a list of the peer companies and a description of how they were selected, see “Executive Compensation – Compensation Discussion and Analysis (CD&A) – Fiscal 2023 Executive Compensation – The Compensation Setting Process – Use of a Peer Group.”

Our Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation annually. Executive officers have no role in determining or recommending director compensation. Our Board has determined that compensation for non-employee directors should be a mix of cash and equity-based compensation, with a higher portion of compensation in the form of equity. This ensures that the interests of our non-employee directors are aligned with the interests of our stockholders. In addition, non-employee directors are subject to stock ownership guidelines. See “– Director Stock Ownership Guidelines.”

Directors who are employees of Primerica do not receive any fees or additional compensation for their service on our Board.

The Board approved the following compensation program for non-employee directors for fiscal 2023:

In addition, the Lead Director receives an annual cash fee of $25,000 and the Chairman of the Board receives an annual cash fee of $100,000.

The Company reimburses all directors for travel and other related expenses in connection with attending Board and committee meetings and Board-related activities.

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At December 31, 2023, our non-employee directors each held 360 unvested equity awards that had been granted on May 17, 2023. As of December 31, 2023, these awards had a market value of $74,074 based on the closing price per share of our common stock on the NYSE on that date of $205.76. All RSUs and deferred stock units granted in fiscal 2023 vest in equal installments on the three-month, six-month, nine-month and twelve-month anniversary of the grant date (or, if earlier, the final tranche vests on the date of the Company’s Annual Meeting of Stockholders in the year following the year of grant).

Deferred Compensation

Our Board adopted the Nonemployee Directors’ Deferred Compensation Plan in November 2010, under which non-employee directors may elect to defer all or a portion of their directors’ fees. At the director’s option, we convert all or a portion of his or her cash fees otherwise payable during a calendar quarter to deferred stock units equal in number to the maximum number of shares of our common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could be purchased with the dollar amount of such fees at the closing price per share of our common stock on the last trading

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day of the calendar quarter. These deferred stock units will be fully vested on such date.

At the director’s option, we credit his or her deferral account with deferred stock units equal in number to the number of equity awards to which the director was otherwise entitled. Any deferred stock units that are issued upon deferral of equity awards are subject to the same vesting provisions as the equity awards themselves. We also credit the deferral account with deferred stock units equal in number to the maximum number of shares of our common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could have been purchased with the cash dividend, if any, which would have been payable had the participant received restricted stock awards to which he or she was otherwise entitled. The deferred stock units credited in lieu of the payment of dividends on equity awards are fully vested on the dividend payment date.

We pay all deferred compensation in the form of our common stock, at the director’s election, within 60 days of termination of Board service or, in the case of an installment election, within

60 days of termination of Board service and up to five anniversaries of such date.

During fiscal 2023, Messrs. Babbit, Crittenden, and R. Williams, and Ms. Cottle, Ms. Day and Ms. Perez, deferred director compensation into the Nonemployee Directors’ Deferred Compensation Plan.

Director Stock Ownership Guidelines

Our non-employee directors are required to own shares with a value at least equal to five times their annual cash retainer. In determining compliance with these guidelines, stock ownership includes shares beneficially owned by the director (or by immediate family members) and unvested RSUs and deferred stock units. The participants have five years from the date of their initial election to our Board to achieve the targeted level of stock ownership. Except with respect to Ms. Cottle and Mr. Wilson, who joined our Board in May 2022 and February 2024, respectively, the stock ownership of each of our non-employee directors exceeds the required ownership guidelines.

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Compensation Committee Message

To Our Fellow Stockholders,

In 2023, the Company performed largely in line with expectations. Net operating income and ROAE both were above 2022 levels and consistent with our expectations for the year, while adjusted operating revenues were above those in 2022 but fell short of expectations. The number of life-licensed independent sales representatives at December 31, 2023 grew 4.7%, which well exceeded the number at the end of 2022 and was consistent with our growth expectations.

Primerica common stock performed extremely well in 2023 with TSR (which includes the payment and reinvestment of dividends) of 47.1% for the year. During 2023, the Company once again raised its common stock dividend and continued its share repurchases, which together returned over $468 million to our stockholders.

Our short-term incentive plan is based on the four measures referenced above and the expectations set for each measure at the beginning of the year. For 2023, the results earned our named executive officers a short-term incentive payout of 104.0% of target. (See below section on “Impact of Accounting Changes on Targets.”)

Your Board is pleased with the performance of our executive leadership team in 2023 and the progress made to position Primerica well for continued success.

Short-Term Incentives

Our short-term incentive plan uses solely corporate performance metrics for our named executive officers and a blend of the corporate performance metrics and individual performance for other officers¹. Payouts rise or fall with the

Company’s financial and production results, as represented by the corporate performance metrics. While not completely correlated with stock price in the short run, we believe that economic value creation will drive stock performance over the long term.

We assess the metrics we use regularly and will continue to do so. For now, we believe we have chosen the metrics that best drive the health and valuation of our business.

Long-Term Incentives

Each of our named executive officers also receives long-term incentives in the form of annual equity awards of RSUs and PSUs, each constituting 50% of the total grant value. The RSUs are time-vested ratably over three years, while the PSUs have a three-year cliff vest tied to performance. There are two equally-weighted metrics used to measure performance for the PSUs: average ROAE and average annual EPS growth.

The performance period for the PSU awards granted to our named executive officers in February 2021 ended on December 31, 2023 and the awards were paid out in March 2024. The number of shares of our common stock ultimately delivered represented 70.5% of the number of originally granted PSUs. Average ROAE during the 2021-2023 performance period of 24.4% was slightly below the target of 24.9% and average annual EPS growth of 10.9% was well below the target of 15.4%.

The total economic payout of the 2021 PSUs benefited meaningfully from the increase in our stock price from $143.04 on February 23, 2021 (the trading day immediately preceding the grant date) to $205.76 on December 31, 2023. Giving effect to the performance result of 70.5% and the 43.8% increase in the market price of our common stock during the relevant

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performance period, the total payout of the 2021 awards was 1.4% higher than the original grant value. This compares to a return of 60.3% realized by stockholders over the same period (including the payment and reinvestment of dividends). (See below section on “Impact of Accounting Change on Targets.”)

Impact of Accounting Change on Targets

As discussed in the 2023 Annual Report as filed with the Securities and Exchange Commission (the “SEC”), on January 1, 2023 the Company adopted the new U.S. accounting standard for long-duration contracts, which includes the term life insurance contracts written by Primerica. The preparation for the complex change was a multi-year effort, and we commend the hard work of the Company’s finance team. The new accounting for life insurance differs significantly from that of the past.

While the expected impact of this accounting change was reflected in the original 2023 short-term corporate performance target and PSU targets for 2023, 2024 and 2025, we modestly revised the performance targets of these awards in the middle of 2023 solely to reflect the actual impact of the change in accounting methodology. These modifications affected the 2023 short-term corporate performance target and the targets for PSU awards made in 2021, 2022 and 2023. We had discussed the likelihood of such adjustments in our Compensation Committee Message included in our proxy statement for the 2023 Annual Meeting due to the significant complexity of the accounting change.

CEO Compensation

As discussed last year, our Chief Executive Officer requested that his compensation be reduced by 20% from September 2022 through December 2023, citing the hardships being faced by many North American families as a result of elevated levels of inflation. We approved the 16-month reduction. For 2023, this reduced his

salary by a total of $150,000, his short-term incentive target for the 2023 performance year by $300,000 and his long-term equity award by $550,000. For similar reasons, in November 2023 our Chief Executive Officer requested that his compensation continue to be reduced in 2024, and we granted that request. Therefore, his 2024 salary, his short-term incentive target for the 2024 performance year and his February 2024 long-term incentive award will each continue at the amounts established for 2023.

The Board of Directors regularly witnesses how our Chief Executive Officer puts the interests of others before his own, and we commend him for recognizing the economic plight of so many.

Other Considerations

Per the Compensation Committee Charter, in late 2022 the Compensation Committee met with the Corporate Governance Committee, which has primary oversight responsibility for sustainability matters (including environmental, social and governance), to discuss the Company’s progress in these areas. Both committees determined that they are satisfied with the Company’s focus and progress on sustainability matters, a view that is shared by the full Board. The committee had a similar conversation with the full Board related to strategic matters, with the same conclusion. As a result, the 2023 corporate performance metrics did not include any special sustainability factors or any new strategic or other non-financial metrics.

Named Executive Officers

In 2023, we welcomed Tracy Tan to our group of named executive officers. Tracy joined us as Executive Vice President, Finance in October 2023 and was promoted to Chief Financial Officer in December 2023. Alison Rand, who has served as our Chief Financial Officer since 2000, will retire on April 1, 2024 and will provide transition support and work on special executive projects until such date. As a result, the compensation tables included in this Proxy

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Statement reflect five named executive officers (versus four named executive officers in the proxy statement for the 2023 Annual Meeting).

We hope our fellow stockholders share our appreciation for the leadership provided by our named executive officers in 2023. While we believe our executive compensation plans are producing the desired results, we always welcome input from our fellow stockholders.

COMPENSATION COMMITTEE:

The subsections within this Executive Compensation section are intended to be read together, and each section provides information not included in the others. For background information on the Compensation Committee and its responsibilities, see “Board of Directors — Board Committees — Compensation Committee.”

In this Executive Compensation section, the terms “we,” “our,” and “us” refer to management, the Company and, as applicable, the Compensation Committee.

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Timeline of Executive Compensation Process

Our executive compensation process begins in the fall, with preparations for the next compensation season. Following the conclusion of our fiscal year at the end of December, the Compensation Committee reviews proposed payouts under previously established compensation programs in January and finalizes such payouts in February. Some of these compensation awards are based on results for the fiscal year just ended, some of them are tied to multi-year performance periods and some of them are fixed value awards. In February, the Compensation Committee also reviews and establishes compensation programs for the new fiscal year or for new multi-year performance periods.

Compensation Program Changes

In February 2022, the Compensation Committee increased the long-term incentive awards for our President by $250,000 and for our former Chief Financial Officer and Chief Operating Officer by $200,000 each. The Compensation Committee also proposed an increase in the long-term incentive award for our Chief Executive Officer, but he declined to accept the increase. After the 2022 values were set by the Compensation

Committee, Mr. G. Williams asked the Compensation Committee to reduce his base salary and short-term incentive bonus by 20% from September 1, 2022 through December 31, 2023 as well as his 2023 long-term equity award. These reductions were requested by Mr. G. Williams due, among other things, to the hardship that high inflation in the United States and Canada has inflicted on many families. The Compensation Committee agreed to such reductions and approved a lower base salary and short-term incentive target for 2022 and 2023 and a lower long-term incentive value for 2023. If not for the reduction, Mr. G. Williams’ 2022 and 2023 short-term corporate performance target would have been $1,500,000. In November 2023, Mr. G. Williams requested that his compensation again be reduced by 20% in 2024, and the Compensation Committee agreed to his request. Voluntary compensation reductions for Mr. G. Williams are not expected to continue after 2024.

In February 2023, the Compensation Committee revised the forms of RSU and PSU award agreements for the named executive officers to add a minimum notice period and a cooperation requirement to the definition of retirement. The following table sets forth the short-term and long-term incentive award targets or fixed award values for fiscal 2023 and fiscal 2022:

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Corporate Strategy

The Company is a leading provider of financial products to middle-income households in the United States and Canada with 141,572 licensed sales representatives as of December 31, 2023. These licensed independent sales representatives 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 insured approximately 5.7 million lives and had approximately 2.9 million client investment accounts at December 31, 2023. Our business model uniquely positions us to reach underserved middle-income consumers in a cost-effective manner and has proven itself in both favorable and challenging economic environments.

Our mission is to serve middle-income families by helping them make informed financial

decisions and providing them with a strategy and tools to gain financial independence. We believe there is significant opportunity to expand our ability to serve our clients’ financial services needs. We intend to leverage the independent sales force to meet such client needs, which will drive long-term value for all of our stakeholders. Our strategy for 2023 was organized across four primary areas:

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