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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

OR

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

For the transition period from to

Commission File Number: 001-34680

img180873596_0.jpg

Primerica, Inc.

(Exact name of registrant as specified in its charter)

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)

(770) 381-1000

(Registrant’s telephone number, including area code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

PRI

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer



Accelerated filer

Non-accelerated filer



Smaller reporting company

Emerging growth company



 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of April 30, 2026, the registrant had 31,184,008 shares of common stock, $0.01 par value per share, outstanding.

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

Page

PART I – FINANCIAL INFORMATION

 

2

Item 1. Financial Statements (unaudited).

 

2

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025

 

2

Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025

 

3

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025

 

4

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025

 

5

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025

 

6

Notes to Condensed Consolidated Financial Statements

 

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

25

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

42

Item 4. Controls and Procedures.

 

42

 

PART II – OTHER INFORMATION

 

42

Item 1. Legal Proceedings.

 

42

Item 1A. Risk Factors.

 

42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

42

Item 5. Other Information

 

43

Item 6. Exhibits.

 

43

Signatures

 

44

 

 

i


 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 

 

(Unaudited)

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands, except per-share amounts)

 

Assets:

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

Fixed-maturity securities available-for-sale, at fair value (amortized cost: $3,597,706 in 2026
   and $
3,378,618 in 2025)

 

$

3,444,026

 

 

$

3,265,246

 

Fixed-maturity security held-to-maturity, at amortized cost (fair value: $1,099,850 in 2026 and
   $
1,153,047 in 2025)

 

 

1,130,730

 

 

 

1,175,380

 

Equity securities, at fair value (historical cost: $20,560 in 2026 and $20,501 in 2025)

 

 

27,728

 

 

 

26,433

 

Trading securities, at fair value (cost: $32,893 in 2026 and $13,084 in 2025)

 

 

32,451

 

 

 

12,801

 

Policy loans and other invested assets

 

 

56,336

 

 

 

56,233

 

Total investments

 

 

4,691,271

 

 

 

4,536,093

 

Cash and cash equivalents

 

 

645,811

 

 

 

756,227

 

Accrued investment income

 

 

31,400

 

 

 

30,122

 

Reinsurance recoverables

 

 

2,480,051

 

 

 

2,564,952

 

Deferred policy acquisition costs, net

 

 

3,954,334

 

 

 

3,915,998

 

Agent balances, due premiums and other receivables

 

 

280,220

 

 

 

275,171

 

Intangible asset

 

 

45,275

 

 

 

45,275

 

Income taxes

 

 

130,773

 

 

 

177,302

 

Operating lease right-of-use assets

 

 

40,936

 

 

 

41,900

 

Other assets

 

 

254,797

 

 

 

387,776

 

Separate account assets

 

 

2,122,558

 

 

 

2,281,520

 

Total assets

 

$

14,677,426

 

 

$

15,012,336

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity:

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Future policy benefits

 

$

6,728,920

 

 

$

6,818,179

 

Unearned and advance premiums

 

 

17,015

 

 

 

15,521

 

Policy claims and other benefits payable

 

 

488,886

 

 

 

495,356

 

Other policyholders’ funds

 

 

342,427

 

 

 

356,427

 

Note payable

 

 

595,516

 

 

 

595,315

 

Surplus note

 

 

1,130,485

 

 

 

1,175,119

 

Income taxes

 

 

66,810

 

 

 

147,960

 

Operating lease liabilities

 

 

48,369

 

 

 

49,565

 

Other liabilities

 

 

531,546

 

 

 

546,596

 

Payable under securities lending

 

 

85,020

 

 

 

84,876

 

Separate account liabilities

 

 

2,122,558

 

 

 

2,281,520

 

Commitments and contingent liabilities (see Commitments and Contingent Liabilities note)

 

 

 

 

 

 

Total liabilities

 

 

12,157,552

 

 

 

12,566,434

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock ($0.01 par value; authorized 500,000 shares in 2026 and 2025; issued and
   outstanding
31,344 shares in 2026 and 31,810 shares in 2025)

 

 

313

 

 

 

318

 

Paid-in capital

 

 

-

 

 

 

-

 

Retained earnings

 

 

2,440,207

 

 

 

2,416,149

 

Accumulated other comprehensive income (loss), net of income tax:

 

 

 

 

 

 

Effect of change in discount rate assumptions on the liability for future policy benefits

 

 

223,792

 

 

 

134,594

 

Unrealized foreign currency translation gains (losses)

 

 

(23,387

)

 

 

(15,836

)

Net unrealized investment gains (losses) on available-for-sale securities

 

 

(121,051

)

 

 

(89,323

)

Total stockholders’ equity

 

 

2,519,874

 

 

 

2,445,902

 

Total liabilities and stockholders’ equity

 

$

14,677,426

 

 

$

15,012,336

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

2


 

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income – Unaudited

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands, except per-share amounts)

 

Revenues:

 

 

 

 

 

 

Direct premiums

 

$

871,246

 

 

$

858,845

 

Ceded premiums

 

 

(414,859

)

 

 

(410,521

)

Net premiums

 

 

456,387

 

 

 

448,324

 

Commissions and fees

 

 

356,741

 

 

 

296,957

 

Investment income net of investment expenses

 

 

56,506

 

 

 

56,340

 

Interest expense on surplus note

 

 

(13,223

)

 

 

(14,669

)

Net investment income

 

 

43,283

 

 

 

41,671

 

Realized investment gains (losses)

 

 

(847

)

 

 

(82

)

Other investment gains (losses)

 

 

1,243

 

 

 

839

 

Investment gains (losses)

 

 

396

 

 

 

757

 

Other, net

 

 

15,886

 

 

 

17,134

 

Total revenues

 

 

872,693

 

 

 

804,843

 

 

 

 

 

 

 

 

Benefits and expenses:

 

 

 

 

 

 

Benefits and claims

 

 

171,254

 

 

 

174,862

 

Future policy benefits remeasurement (gain) loss

 

 

(7,377

)

 

 

(3,273

)

Amortization of deferred policy acquisition costs

 

 

84,260

 

 

 

78,550

 

Sales commissions

 

 

195,210

 

 

 

158,118

 

Insurance expenses

 

 

66,567

 

 

 

64,805

 

Insurance commissions

 

 

5,618

 

 

 

6,124

 

Interest expense

 

 

5,861

 

 

 

6,004

 

Other operating expenses

 

 

101,882

 

 

 

98,338

 

Total benefits and expenses

 

 

623,275

 

 

 

583,528

 

   Income before income taxes

 

 

249,418

 

 

 

221,315

 

Income taxes

 

 

59,322

 

 

 

52,264

 

       Net income

 

$

190,096

 

 

$

169,051

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

Basic earnings per share

 

$

5.98

 

 

$

5.06

 

Diluted earnings per share

 

$

5.97

 

 

$

5.05

 

 

 

 

 

 

 

 

Weighted-average shares used in computing earnings
   per share:

 

 

 

 

 

 

Basic

 

 

31,681

 

 

 

33,292

 

Diluted

 

 

31,728

 

 

 

33,342

 

See accompanying notes to condensed consolidated financial statements.

 

3


 

 

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Net income

 

$

190,096

 

 

$

169,051

 

 

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

 

 

(41,155

)

 

 

36,925

 

 

Reclassification adjustment for investment (gains) losses included in net income

 

 

847

 

 

 

79

 

 

Effect of change in discount rate assumptions on the liability for future policy benefits

 

 

113,320

 

 

 

(67,453

)

 

Foreign currency translation adjustments:

 

 

 

 

 

 

 

Change in unrealized foreign currency translation gains (losses)

 

 

(7,551

)

 

 

(424

)

 

Total other comprehensive income (loss) before income taxes

 

 

65,461

 

 

 

(30,873

)

 

Income tax expense (benefit) related to items of other comprehensive income (loss)

 

 

15,542

 

 

 

(6,293

)

 

Other comprehensive income (loss), net of income taxes

 

 

49,919

 

 

 

(24,580

)

 

Total comprehensive income (loss)

 

$

240,015

 

 

$

144,471

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

4


 

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity – Unaudited

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands, except per-share amounts)

Equity

 

 

 

 

 

 

 

Common stock:

 

 

 

 

 

 

 

Balance, beginning of period

 

$

318

 

 

$

334

 

 

Repurchases of common stock

 

 

(6

)

 

 

(4

)

 

Net issuance of common stock

 

 

1

 

 

 

1

 

 

Balance, end of period

 

 

313

 

 

 

331

 

 

 

 

 

 

 

 

 

 

Paid-in capital:

 

 

 

 

 

 

 

Balance, beginning of period

 

 

-

 

 

 

-

 

 

Share-based compensation

 

 

14,269

 

 

 

15,251

 

 

Net issuance of common stock

 

 

(1

)

 

 

(1

)

 

Repurchases of common stock

 

 

(14,268

)

 

 

(15,250

)

 

Balance, end of period

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Retained earnings:

 

 

 

 

 

 

 

Balance, beginning of period

 

 

2,416,149

 

 

 

2,231,483

 

 

Net income

 

 

190,096

 

 

 

169,051

 

 

Dividends

 

 

(38,117

)

 

 

(34,736

)

 

Repurchases of common stock

 

 

(127,921

)

 

 

(112,364

)

 

Balance, end of period

 

 

2,440,207

 

 

 

2,253,434

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income (loss), net of income tax:

 

 

 

 

 

 

 

Balance, beginning of period

 

 

29,435

 

 

 

27,224

 

 

Effect of change in discount rate assumptions on the liability for future policy benefits

 

 

89,198

 

 

 

(53,234

)

 

Change in foreign currency translation adjustment

 

 

(7,551

)

 

 

(424

)

 

Change in net unrealized investment gains (losses) during the period

 

 

(31,728

)

 

 

29,078

 

 

Balance, end of period

 

 

79,354

 

 

 

2,644

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

$

2,519,874

 

 

$

2,256,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

1.20

 

 

$

1.04

 

 

See accompanying notes to condensed consolidated financial statements.

 

5


 

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows – Unaudited

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

190,096

 

 

$

169,051

 

Adjustments to reconcile net income to cash provided by (used in) operating activities:

 

 

 

 

 

 

Change in future policy benefits and other policy liabilities

 

 

42,356

 

 

 

46,754

 

Deferral of policy acquisition costs

 

 

(126,814

)

 

 

(139,042

)

Amortization of deferred policy acquisition costs

 

 

84,260

 

 

 

78,550

 

Change in income taxes

 

 

(52,092

)

 

 

2,274

 

Investment (gains) losses

 

 

(396

)

 

 

(757

)

Accretion and amortization of investments

 

 

(672

)

 

 

(875

)

Depreciation and amortization

 

 

3,866

 

 

 

4,774

 

Change in reinsurance recoverables

 

 

53,893

 

 

 

43,276

 

Change in agent balances, due premiums and other receivables

 

 

(4,952

)

 

 

1,114

 

Trading securities sold, matured, called or (acquired), net

 

 

(19,812

)

 

 

59

 

Share-based compensation

 

 

12,593

 

 

 

13,251

 

Change in other operating assets and liabilities, net

 

 

(25,536

)

 

 

(20,963

)

Net cash provided by (used in) operating activities

 

 

156,790

 

 

 

197,466

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Available-for-sale investments sold, matured or called:

 

 

 

 

 

 

Fixed-maturity securities — sold

 

 

1,993

 

 

 

1,232

 

Fixed-maturity securities — matured or called

 

 

152,692

 

 

 

98,809

 

Equity securities — sold

 

 

-

 

 

 

1

 

Equity securities — matured or called

 

 

-

 

 

 

1,000

 

Available-for-sale investments acquired:

 

 

 

 

 

 

Fixed-maturity securities

 

 

(364,423

)

 

 

(191,017

)

Equity securities — acquired

 

 

(60

)

 

 

(55

)

Purchases of property and equipment and other investing activities, net

 

 

(9,065

)

 

 

(8,722

)

Cash collateral received (returned) on loaned securities, net

 

 

144

 

 

 

11,526

 

Sales (purchases) of short-term investments using securities lending collateral, net

 

 

(144

)

 

 

(11,526

)

Cash received from redemption of deposit asset

 

 

131,418

 

 

 

-

 

Net cash provided by (used in) investing activities

 

 

(87,445

)

 

 

(98,752

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Dividends paid

 

 

(38,117

)

 

 

(34,736

)

Common stock repurchased

 

 

(135,002

)

 

 

(117,990

)

Tax withholdings on share-based compensation

 

 

(5,987

)

 

 

(8,646

)

Finance leases

 

 

(58

)

 

 

(68

)

Net cash provided by (used in) financing activities

 

 

(179,164

)

 

 

(161,440

)

Effect of foreign exchange rate changes on cash

 

 

(597

)

 

 

(23

)

   Change in cash and cash equivalents

 

 

(110,416

)

 

 

(62,749

)

Cash and cash equivalents, beginning of period

 

 

756,227

 

 

 

687,821

 

Cash and cash equivalents, end of period

 

$

645,811

 

 

$

625,072

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

6


 

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 diversified financial services distribution company serving middle-income households in the United States and Canada. Our licensed representatives (“independent sales representatives” or “independent sales force”) educate families on how to prepare for a more secure financial future and help them achieve their financial goals with our term life insurance and third-party mutual funds, managed accounts, annuities, loans and other financial products. 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 March 31, 2026 and December 31, 2025, the statements of income, comprehensive income (loss), and stockholders’ equity for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. 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, 2025 (“2025 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 2025 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.

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 2025 Annual Report. Other recently issued accounting guidance not discussed in our 2025 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.

 

7


 

(2) 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 March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Foreign currency translation adjustments:

 

 

 

 

 

 

Change in unrealized foreign currency translation gains (losses)
   before income taxes

 

$

(7,551

)

 

$

(424

)

Income tax expense (benefit) on unrealized foreign currency
   translation gains (losses)

 

 

-

 

 

 

-

 

Change in unrealized foreign currency translation gains
   (losses), net of income taxes

 

$

(7,551

)

 

$

(424

)

Unrealized gain (losses) on available-for-sale securities:

 

 

 

 

 

 

Change in unrealized holding gains (losses) arising during period
   before income taxes

 

$

(41,155

)

 

$

36,925

 

Income tax expense (benefit) on unrealized holding gains
   (losses) arising during period

 

 

(8,758

)

 

 

7,909

 

Change in unrealized holding gains (losses) on available-for-sale
   securities arising during period, net of income taxes

 

 

(32,397

)

 

 

29,016

 

 

 

 

 

 

 

 

Reclassification from accumulated OCI to net income for (gains)
   losses realized on available-for-sale securities

 

 

847

 

 

 

79

 

Income tax (expense) benefit on (gains) losses reclassified
   from accumulated OCI to net income

 

 

178

 

 

 

17

 

Reclassification from accumulated OCI to net income for (gains)
   losses realized on available-for-sale securities, net of income taxes

 

 

669

 

 

 

62

 

Change in unrealized gains (losses) on available-for-sale
   securities, net of income taxes and reclassification adjustment

 

$

(31,728

)

 

$

29,078

 

Effect of change in discount rate assumptions on the LFPB:

 

 

 

 

 

 

Change in effect in discount rate assumptions on the LFPB before income taxes

 

$

113,320

 

 

$

(67,453

)

Income tax expense (benefit) on the effect of change in discount rate

 

 

 

 

 

 

 assumptions on the LFPB from accumulated OCI to net income

 

 

24,122

 

 

 

(14,219

)

Change in effect in discount rate assumptions on the LFPB, net of income taxes

 

$

89,198

 

 

$

(53,234

)

 

(3) 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 2025 Annual Report.

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

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Term Life Insurance segment:

 

 

 

 

 

 

 

Total revenues

 

$

464,634

 

 

$

457,841

 

 

Benefits and expenses:

 

 

 

 

 

 

 

Benefits and claims

 

 

167,252

 

 

 

171,243

 

 

Future policy benefits remeasurement (gain) loss

 

 

(7,564

)

 

 

(3,402

)

 

Amortization of DAC

 

 

82,666

 

 

 

76,921

 

 

Insurance expenses

 

 

65,378

 

 

 

63,645

 

 

Insurance commissions

 

 

2,042

 

 

 

2,649

 

 

Total benefits and expenses

 

 

309,774

 

 

 

311,056

 

 

Income before income taxes

 

$

154,860

 

 

$

146,785

 

 

 

 

8


 

 

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Investment and Savings Products segment:

 

 

 

 

 

 

 

Total revenues

 

$

350,645

 

 

$

290,812

 

 

Expenses:

 

 

 

 

 

 

 

Amortization of DAC

 

 

1,334

 

 

 

1,337

 

 

Insurance commissions

 

 

3,457

 

 

 

3,277

 

 

Sales commissions:

 

 

 

 

 

 

 

Sales-based

 

 

95,168

 

 

 

77,267

 

 

Asset-based

 

 

95,360

 

 

 

76,246

 

 

Other operating expenses:

 

 

 

 

 

 

 

Fees based on client asset values

 

 

13,287

 

 

 

10,915

 

 

Fees based on fee-generating positions

 

 

11,121

 

 

 

12,410

 

 

Other expenses

 

 

30,019

 

 

 

28,089

 

 

Total expenses

 

 

249,746

 

 

 

209,541

 

 

Income before income taxes

 

$

100,899

 

 

$

81,271

 

 

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Corporate and Other Distributed Products segment:

 

 

 

 

 

 

 

Total revenues

 

$

57,414

 

 

$

56,190

 

 

Benefits and expenses:

 

 

 

 

 

 

 

Benefits and claims

 

 

4,002

 

 

 

3,619

 

 

Future policy benefits remeasurement (gain) loss

 

 

187

 

 

 

129

 

 

Amortization of DAC

 

 

260

 

 

 

292

 

 

Insurance expenses

 

 

1,189

 

 

 

1,160

 

 

Insurance commissions

 

 

119

 

 

 

198

 

 

Sales commissions

 

 

4,682

 

 

 

4,605

 

 

Interest expense

 

 

5,861

 

 

 

6,004

 

 

Other operating expenses

 

 

47,455

 

 

 

46,924

 

 

Total benefits and expenses

 

 

63,755

 

 

 

62,931

 

 

Income (loss) before income taxes

 

$

(6,341

)

 

$

(6,741

)

 

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

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Revenues:

 

 

 

 

 

 

 

Term Life Insurance segment

 

$

464,634

 

 

$

457,841

 

 

Investment and Savings Products segment

 

 

350,645

 

 

 

290,812

 

 

Corporate and Other Distributed Products segment

 

 

57,414

 

 

 

56,190

 

 

Total revenues

 

$

872,693

 

 

$

804,843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes:

 

 

 

 

 

 

 

Term Life Insurance segment

 

$

154,860

 

 

$

146,785

 

 

Investment and Savings Products segment

 

 

100,899

 

 

 

81,271

 

 

Corporate and Other Distributed Products segment

 

 

(6,341

)

 

 

(6,741

)

 

Total income before income taxes

 

$

249,418

 

 

$

221,315

 

 

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. These expenses consist 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.

 

9


 

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, shared services 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.

 

(4) 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:

 

 

March 31, 2026

 

 

 

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

 

$

9,812

 

 

$

34

 

 

$

(127

)

 

$

9,719

 

Foreign government

 

 

173,243

 

 

 

1,086

 

 

 

(7,096

)

 

 

167,233

 

States and political subdivisions

 

 

135,903

 

 

 

604

 

 

 

(11,510

)

 

 

124,997

 

Corporates

 

 

2,206,510

 

 

 

16,105

 

 

 

(93,677

)

 

 

2,128,938

 

Residential mortgage-backed securities

 

 

691,744

 

 

 

4,381

 

 

 

(51,978

)

 

 

644,147

 

Commercial mortgage-backed securities

 

 

90,721

 

 

 

72

 

 

 

(7,203

)

 

 

83,590

 

Other asset-backed securities

 

 

289,773

 

 

 

506

 

 

 

(4,877

)

 

 

285,402

 

Total fixed-maturity securities

 

$

3,597,706

 

 

$

22,788

 

 

$

(176,468

)

 

$

3,444,026

 

 

 

 

December 31, 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

 

$

9,814

 

 

$

65

 

 

$

(137

)

 

$

9,742

 

Foreign government

 

 

173,732

 

 

 

1,587

 

 

 

(6,286

)

 

 

169,033

 

States and political subdivisions

 

 

136,996

 

 

 

953

 

 

 

(11,017

)

 

 

126,932

 

Corporates

 

 

2,042,691

 

 

 

27,386

 

 

 

(74,204

)

 

 

1,995,873

 

Residential mortgage-backed securities

 

 

687,149

 

 

 

5,892

 

 

 

(47,176

)

 

 

645,865

 

Commercial mortgage-backed securities

 

 

92,035

 

 

 

120

 

 

 

(7,123

)

 

 

85,032

 

Other asset-backed securities

 

 

236,201

 

 

 

816

 

 

 

(4,248

)

 

 

232,769

 

Total fixed-maturity securities

 

$

3,378,618

 

 

$

36,819

 

 

$

(150,191

)

 

$

3,265,246

 

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 March 31, 2026 was as follows:

 

 

Amortized cost

 

 

Fair value

 

 

 

(In thousands)

 

Due in one year or less

 

$

266,880

 

 

$

266,281

 

Due after one year through five years

 

 

892,610

 

 

 

871,966

 

Due after five years through 10 years

 

 

690,404

 

 

 

664,598

 

Due after 10 years

 

 

675,574

 

 

 

628,042

 

 

 

 

2,525,468

 

 

 

2,430,887

 

Mortgage- and asset-backed securities

 

 

1,072,238

 

 

 

1,013,139

 

  Total AFS fixed-maturity securities

 

$

3,597,706

 

 

$

3,444,026

 

 

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

 

10


 

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 Company, Inc. (“AM Best”) was A+ as of March 31, 2026.

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 March 31, 2026, the LLC Note had an estimated unrealized holding loss of $30.9 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 March 31, 2026 and December 31, 2025, 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 $8.2 million as of March 31, 2026 and December 31, 2025, 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 $85.0 million and $84.9 million as of March 31, 2026 and December 31, 2025, respectively.

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

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Fixed-maturity securities (available-for-sale)

 

$

38,133

 

 

$

33,513

 

Fixed-maturity security (held-to-maturity)

 

 

13,223

 

 

 

14,669

 

Equity securities

 

 

324

 

 

 

314

 

Policy loans and other invested assets

 

 

673

 

 

 

1,032

 

Cash, cash equivalents and short-term investments

 

 

6,189

 

 

 

6,519

 

Total return on deposit asset underlying 10% coinsurance agreement (1)

 

 

-

 

 

 

2,388

 

  Gross investment income

 

 

58,542

 

 

 

58,435

 

Investment expenses

 

 

(2,036

)

 

 

(2,095

)

   Investment income net of investment expenses

 

 

56,506

 

 

 

56,340

 

Interest expense on surplus note

 

 

(13,223

)

 

 

(14,669

)

    Net investment income

 

$

43,283

 

 

$

41,671

 

 

(1)
Includes $0.5 million of net gains (losses) recognized for the change in fair value of the deposit asset underlying the 10% coinsurance agreement for the three months ended March 31, 2025. There were no net gains (losses) recognized for the three months ended March 31, 2026 as the deposit asset was redeemed effective January 1, 2026. See Note 5 (Fair Value of Financial Instruments) for more information.

 

11


 

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 March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Realized investment gains (losses):

 

 

 

 

 

 

Gross gains from sales, maturities and calls of available-for-sale fixed-maturity securities

 

$

85

 

 

$

17

 

Gross losses from sales, maturities and calls of available-for-sale fixed-maturity securities

 

 

(932

)

 

 

(96

)

Gross losses from sales, maturities and calls of equity securities

 

 

-

 

 

 

(3

)

Net realized investment gains (losses):

 

 

(847

)

 

 

(82

)

Other investment gains (losses):

 

 

 

 

 

 

Market gains (losses) recognized in net income during the period on equity securities

 

 

1,256

 

 

 

829

 

Gains (losses) from equity method investments

 

 

4

 

 

 

-

 

Gains (losses) from bifurcated options

 

 

(20

)

 

 

5

 

Gains (losses) on trading securities

 

 

3

 

 

 

5

 

Other investment gains (losses):

 

 

1,243

 

 

 

839

 

Investment gains (losses)

 

$

396

 

 

$

757

 

 

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

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Proceeds from sales or other redemptions

 

$

154,685

 

 

$

100,041

 

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 March 31, 2026 and December 31, 2025, aggregated by major security type and by length of time such securities have continuously been in an unrealized loss position:

 

 

March 31, 2026

 

 

 

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

 

$

-

 

 

$

-

 

 

$

5,886

 

 

$

(127

)

Foreign government

 

 

37,823

 

 

 

(605

)

 

 

72,311

 

 

 

(6,491

)

States and political subdivisions

 

 

7,298

 

 

 

(485

)

 

 

97,618

 

 

 

(11,025

)

Corporates

 

 

655,724

 

 

 

(12,772

)

 

 

826,440

 

 

 

(80,905

)

Residential mortgage-backed securities

 

 

108,535

 

 

 

(1,436

)

 

 

294,937

 

 

 

(50,542

)

Commercial mortgage-backed securities

 

 

11,023

 

 

 

(31

)

 

 

66,307

 

 

 

(7,172

)

Other asset-backed securities

 

 

120,489

 

 

 

(860

)

 

 

78,579

 

 

 

(4,017

)

 Total fixed-maturity securities

 

$

940,892

 

 

$

(16,189

)

 

$

1,442,078

 

 

$

(160,279

)

 

 

12


 

 

 

December 31, 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

 

$

-

 

 

$

-

 

 

$

5,867

 

 

$

(137

)

Foreign government

 

 

41,809

 

 

 

(1,307

)

 

 

59,087

 

 

 

(4,979

)

States and political subdivisions

 

 

6,321

 

 

 

(159

)

 

 

98,912

 

 

 

(10,858

)

Corporates

 

 

233,831

 

 

 

(3,593

)

 

 

901,906

 

 

 

(70,611

)

Residential mortgage-backed securities

 

 

72,537

 

 

 

(463

)

 

 

316,741

 

 

 

(46,713

)

Commercial mortgage-backed securities

 

 

2,471

 

 

 

(26

)

 

 

71,490

 

 

 

(7,097

)

Other asset-backed securities

 

 

24,950

 

 

 

(485

)

 

 

88,159

 

 

 

(3,763

)

Total fixed-maturity securities

 

$

381,919

 

 

$

(6,033

)

 

$

1,542,162

 

 

$

(144,158

)

 

The amortized cost of AFS securities with a cost basis in excess of their fair values was $2,559.4 million and $2,074.3 million as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, no allowance for credit losses was recorded for AFS securities. The allowance for credit losses for AFS securities was $0.7 million as of December 31, 2025. 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 had no present intention to dispose of them as of the respective balance sheet dates.

We did not recognize any credit losses on AFS securities for the three months ended March 31, 2026 and 2025 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 March 31, 2026 and December 31, 2025. 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.

 

(5) 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.

 

13


 

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:

 

 

March 31, 2026

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(In thousands)

 

Fair value assets:

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale fixed-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agencies

 

$

-

 

 

$

9,719

 

 

$

-

 

 

$

9,719

 

Foreign government

 

 

-

 

 

 

167,233

 

 

 

-

 

 

 

167,233

 

States and political subdivisions

 

 

-

 

 

 

124,997

 

 

 

-

 

 

 

124,997

 

Corporates

 

 

3,676

 

 

 

2,125,262

 

 

 

-

 

 

 

2,128,938

 

Mortgage- and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

-

 

 

 

644,147

 

 

 

-

 

 

 

644,147

 

Commercial mortgage-backed securities

 

 

-

 

 

 

83,590

 

 

 

-

 

 

 

83,590

 

Other asset-backed securities

 

 

-

 

 

 

272,902

 

 

 

12,500

 

 

 

285,402

 

Total available-for-sale fixed-maturity securities

 

 

3,676

 

 

 

3,427,850

 

 

 

12,500

 

 

 

3,444,026

 

Equity securities

 

 

27,728

 

 

 

-

 

 

 

-

 

 

 

27,728

 

Trading securities

 

 

-

 

 

 

32,451

 

 

 

-

 

 

 

32,451

 

Cash and cash equivalents

 

 

645,811

 

 

 

-

 

 

 

-

 

 

 

645,811

 

Separate accounts

 

 

-

 

 

 

2,122,558

 

 

 

-

 

 

 

2,122,558

 

Total fair value assets

 

$

677,215

 

 

$

5,582,859

 

 

$

12,500

 

 

$

6,272,574

 

Fair value liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Separate accounts

 

$

-

 

 

$

2,122,558

 

 

$

-

 

 

$

2,122,558

 

Total fair value liabilities

 

$

-

 

 

$

2,122,558

 

 

$

-

 

 

$

2,122,558

 

 

 

 

December 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(In thousands)

 

Fair value assets:

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale fixed-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agencies

 

$

-

 

 

$

9,742

 

 

$

-

 

 

$

9,742

 

Foreign government

 

 

-

 

 

 

169,033

 

 

 

-

 

 

 

169,033

 

States and political subdivisions

 

 

-

 

 

 

126,932

 

 

 

-

 

 

 

126,932

 

Corporates

 

 

3,748

 

 

 

1,992,125

 

 

 

-

 

 

 

1,995,873

 

Mortgage-and asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

 

-

 

 

 

645,865

 

 

 

-

 

 

 

645,865

 

Commercial mortgage-backed securities

 

 

-

 

 

 

83,456

 

 

 

1,576

 

 

 

85,032

 

Other asset-backed securities

 

 

-

 

 

 

232,769

 

 

 

-

 

 

 

232,769

 

Total available-for-sale fixed-maturity securities

 

 

3,748

 

 

 

3,259,922

 

 

 

1,576

 

 

 

3,265,246

 

Equity securities

 

 

26,433

 

 

 

-

 

 

 

-

 

 

 

26,433

 

Trading securities

 

 

-

 

 

 

12,801

 

 

 

-

 

 

 

12,801

 

Cash and cash equivalents

 

 

756,227

 

 

 

-

 

 

 

-

 

 

 

756,227

 

Separate accounts

 

 

-

 

 

 

2,281,520

 

 

 

-

 

 

 

2,281,520

 

Total fair value assets

 

$

786,408

 

 

$

5,554,243

 

 

$

1,576

 

 

$

6,342,227

 

Fair value liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Separate accounts

 

$

-

 

 

$

2,281,520

 

 

$

-

 

 

$

2,281,520

 

Total fair value liabilities

 

$

-

 

 

$

2,281,520

 

 

$

-

 

 

$

2,281,520

 

 

In estimating fair value of our investments, we use a third-party pricing service for nearly 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.

 

14


 

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 rollforward of the Level 3 assets measured at fair value on a recurring basis was as follows:

 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Level 3 assets, beginning of period

 

$

1,576

 

 

$

1,543

 

Investment gains (losses) and accretion (amortization) recognized in earnings

 

 

(885

)

 

 

58

 

Purchases

 

 

12,500

 

 

 

-

 

Sales

 

 

(691

)

 

 

-

 

Level 3 assets, end of period

 

$

12,500

 

 

$

1,601

 

 

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. Transfers of investments that enter and exit Level 3 in different quarters within the same year are not eliminated until the full year amounts are presented. Such transfers within the same year generally include purchases of new debt issuances during the quarter that do not yet have independent pricing quotes available as of the end of the quarter but are transferred to Level 2 when independent pricing quotes become available the next quarter within the same year. There were no material transfers into or out of Level 3 during the three months ended March 31, 2026 and 2025.

 

15


 

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

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Carrying value

 

 

Estimated fair value

 

 

Carrying value

 

 

Estimated fair value

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-maturity securities (available-for-sale)

 

$

3,444,026

 

 

$

3,444,026

 

 

$

3,265,246

 

 

$

3,265,246

 

Fixed-maturity security (held-to-maturity) (1)

 

 

1,130,730

 

 

 

1,099,850

 

 

 

1,175,380

 

 

 

1,153,047

 

Equity securities

 

 

27,728

 

 

 

27,728

 

 

 

26,433

 

 

 

26,433

 

Trading securities

 

 

32,451

 

 

 

32,451

 

 

 

12,801

 

 

 

12,801

 

Policy loans (1)

 

 

47,967

 

 

 

47,967

 

 

 

47,583

 

 

 

47,583

 

Deposit asset underlying 10% coinsurance agreement (1)(2)

 

 

-

 

 

 

-

 

 

 

131,418

 

 

 

131,418

 

Separate accounts

 

 

2,122,558

 

 

 

2,122,558

 

 

 

2,281,520

 

 

 

2,281,520

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Note payable (3)(4)

 

$

595,516

 

 

$

536,267

 

 

$

595,315

 

 

$

543,461

 

Surplus note (1)(3)

 

 

1,130,485

 

 

 

1,097,767

 

 

 

1,175,119

 

 

 

1,150,995

 

Separate accounts

 

 

2,122,558

 

 

 

2,122,558

 

 

 

2,281,520

 

 

 

2,281,520

 

 

(1)
Classified as a Level 3 fair value measurement.
(2)
On January 1, 2026, we terminated a coinsurance agreement (the “10% Coinsurance Agreement”) (that was entered into in connection with our 2010 initial public offering) with Prime Reinsurance Company (“Prime Re”), an affiliate of Citigroup, Inc. The 10% Coinsurance Agreement ceded 10% of our U.S. (except New York) term life insurance business in force at year-end 2009 subject to an experience refund provision. As the 10% Coinsurance Agreement included an experience refund provision, it did not satisfy U.S. GAAP risk transfer rules. As a result, we accounted for this contract using deposit method accounting and recognized a deposit asset in other assets on our consolidated balance sheets for assets backing the reserves of the policies subject to the agreement. The deposit asset held in support of this agreement was $131.4 million at December 31, 2025. We made contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the reserves. During 2025, the cumulative experience refund provision was settled by reductions in the deposit asset over the normal course of the 10% Coinsurance Agreement. Upon termination of the 10% Coinsurance Agreement, the Company received cash equal to the carrying value of the deposit asset and thus did not recognize any gain or loss. Prior to the termination of the 10% Coinsurance Agreement, the market return on the deposit asset was reflected in net investment income as disclosed in Note 4 (Investments).
(3)
Carrying value amounts shown are net of unamortized issuance costs.
(4)
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.

 

(6) 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:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(Dollars in thousands)

 

Direct life insurance in-force

 

$

967,566,392

 

 

$

969,529,768

 

Amounts ceded to other companies

 

 

(825,612,920

)

 

 

(827,832,374

)

Net life insurance in-force

 

$

141,953,472

 

 

$

141,697,394

 

Percentage of reinsured life insurance in-force

 

 

85

%

 

 

85

%

 

 

16


 

Benefits and claims ceded to reinsurers during the three months ended March 31, 2026 and 2025 were $348.5 million and $352.9 million, respectively.

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:

 

 

 

March 31, 2026

 

December 31, 2025

 

 

Reinsurance recoverables

 

 

AM Best rating

 

Reinsurance recoverables

 

 

AM Best rating

 

 

(In thousands)

Swiss Re Life & Health America Inc. (IPO coinsurance) (1)

 

$

1,924,554

 

 

A+

 

$

1,976,512

 

 

A+

Munich Re of Malta (1)(2)

 

 

192,961

 

 

NR

 

 

200,362

 

 

NR

American Health and Life Insurance Company (1)

 

 

118,689

 

 

B++

 

 

121,666

 

 

B++

SCOR Global Life Reinsurance Companies (3)

 

 

110,509

 

 

A

 

 

119,615

 

 

A

Swiss Re Life & Health America Inc. (4)

 

 

43,414

 

 

A+

 

 

44,726

 

 

A+

RGA Reinsurance Company

 

 

40,319

 

 

A+

 

 

40,043

 

 

A+

Korean Reinsurance Company

 

 

29,757

 

 

A

 

 

30,372

 

 

A

Munich American Reassurance Company

 

 

19,087

 

 

A+

 

 

25,306

 

 

A+

All other reinsurers

 

 

2,207

 

 

-

 

 

7,845

 

 

-

Allowance for credit losses

 

 

(1,446

)

 

 

 

 

(1,495

)

 

 

Reinsurance recoverables

 

$

2,480,051

 

 

 

 

$

2,564,952

 

 

 

 

NR – not rated by AM 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 March 31, 2026.
(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 March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Balance, beginning of period

 

$

1,495

 

 

$

1,215

 

Current period (benefit) provision for expected credit losses

 

 

(49

)

 

 

(111

)

   Balance, at the end of period

 

$

1,446

 

 

$

1,104

 

 

(7) Deferred Policy Acquisition Costs

 

The balances and activity in DAC were as follows:

 

 

Three months ended

 

 

Year ended

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

 

 

Term Life Insurance

 

 

Segregated Funds (Canada)

 

 

Term Life Insurance

 

 

Segregated Funds (Canada)

 

DAC balance, beginning of period

 

$

3,845,442

 

 

$

55,139

 

 

$

3,608,599

 

 

$

55,303

 

Capitalization

 

 

127,675

 

 

 

815

 

 

 

540,952

 

 

 

2,547

 

Amortization

 

 

(82,666

)

 

 

(1,334

)

 

 

(316,411

)

 

 

(5,381

)

Foreign exchange translation and other

 

 

(4,923

)

 

 

(971

)

 

 

12,302

 

 

 

2,670

 

DAC balance, at the end of period

 

$

3,885,528

 

 

$

53,649

 

 

$

3,845,442

 

 

$

55,139

 

 

 

17


 

Reconciliation of DAC by product was as follows:

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

Term Life Insurance

 

$

3,885,528

 

 

$

3,845,442

 

Segregated Funds (Canada)

 

 

53,649

 

 

 

55,139

 

Other

 

 

15,157

 

 

 

15,417

 

Total DAC, net

 

$

3,954,334

 

 

$

3,915,998

 

 

There were no material changes to the judgments, assumptions and methods used to amortize DAC during the three months ended March 31, 2026 and 2025.

 

(8) Separate Accounts

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

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

Fixed-income securities

 

$

603,110

 

 

$

620,931

 

Equity securities

 

 

1,481,182

 

 

 

1,595,934

 

Cash and cash equivalents

 

 

59,818

 

 

 

69,952

 

Due to/from funds

 

 

(21,574

)

 

 

(5,318

)

Other

 

 

22

 

 

 

21

 

Total separate account assets

 

$

2,122,558

 

 

$

2,281,520

 

 

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

 

 

Three months ended

 

 

Year ended

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

Separate account liabilities balance, beginning of period

 

$

2,281,520

 

 

$

2,209,287

 

Premiums, deposits and transfers

 

 

49,198

 

 

 

174,693

 

Surrenders, withdrawals and transfers

 

 

(123,479

)

 

 

(424,337

)

Investment performance

 

 

(29,986

)

 

 

273,108

 

Management fees and other charges

 

 

(14,151

)

 

 

(59,942

)

Foreign exchange translation

 

 

(40,544

)

 

 

108,711

 

Separate account liabilities balance, end of period

 

$

2,122,558

 

 

$

2,281,520

 

Cash surrender value

 

$

2,095,418

 

 

$

2,250,638

 

 

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.

 

(9) Policy Claims and Other Benefits Payable

 

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

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Policy claims and other benefits payable, beginning of period

 

$

495,356

 

 

$

488,350

 

Less reinsured policy claims and other benefits payable

 

 

529,936

 

 

 

518,210

 

Net balance, beginning of period

 

 

(34,580

)

 

 

(29,860

)

Incurred related to current year

 

 

70,176

 

 

 

66,846

 

Incurred related to prior years (1)

 

 

(6,310

)

 

 

(225

)

Total incurred

 

 

63,866

 

 

 

66,621

 

Claims paid related to current year, net of reinsured policy claims received

 

 

(110,344

)

 

 

(118,463

)

Reinsured policy claims received related to prior years, net of claims paid

 

 

54,554

 

 

 

42,712

 

Total paid

 

 

(55,790

)

 

 

(75,751

)

Foreign currency translation

 

 

(157

)

 

 

6

 

Net balance, end of period

 

 

(26,661

)

 

 

(38,984

)

Add reinsured policy claims and other benefits payable

 

 

515,547

 

 

 

533,718

 

Balance, end of period

 

$

488,886

 

 

$

494,734

 

(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.

 

18


 

 

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.

 

(10) 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:

 

 

Three months ended

 

 

Year ended

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

Present Value of Expected Net Premiums

 

Term Life Insurance

 

Balance at then current discount rate, beginning of period

 

$

14,067,204

 

 

$

13,854,794

 

Balance at original discount rate, beginning of period

 

 

14,051,078

 

 

 

14,233,996

 

     Effect of changes in cash flow assumptions

 

 

(151

)

 

 

(354,521

)

     Effect of actual variances from expected experience

 

 

(148,230

)

 

 

(384,313

)

Adjusted balance, beginning of period

 

 

13,902,697

 

 

 

13,495,162

 

     Issuances

 

 

432,393

 

 

 

1,651,384

 

     Interest accrual at original discount rate

 

 

154,711

 

 

 

627,419

 

     Net premiums collected

 

 

(443,446

)

 

 

(1,770,529

)

     Foreign currency translation

 

 

(19,165

)

 

 

47,642

 

Expected net premiums at original discount rate, end of period

 

 

14,027,190

 

 

 

14,051,078

 

     Effect of changes in discount rate assumptions

 

 

(175,352

)

 

 

16,126

 

Expected net premiums at then current discount rate, end of period

 

$

13,851,838

 

 

$

14,067,204

 

 

 

 

 

 

 

 

Present Value of Expected Future Policy Benefits

 

 

 

 

 

 

Balance at then current discount rate, beginning of period

 

$

20,681,705

 

 

$

20,155,487

 

Balance at original discount rate, beginning of period

 

 

20,742,060

 

 

 

20,763,900

 

     Effect of changes in cash flow assumptions

 

 

(146

)

 

 

(436,663

)

     Effect of actual variances from expected experience

 

 

(167,489

)

 

 

(426,822

)

Adjusted balance, beginning of period

 

 

20,574,425

 

 

 

19,900,415

 

     Issuances

 

 

431,865

 

 

 

1,655,501

 

     Interest accrual at original discount rate

 

 

238,583

 

 

 

958,540

 

     Benefit payments

 

 

(446,710

)

 

 

(1,846,085

)

     Foreign currency translation

 

 

(29,201

)

 

 

73,689

 

Expected future policy benefits at original discount rate, end of period

 

 

20,768,962

 

 

 

20,742,060

 

     Effect of changes in discount rate assumptions

 

 

(388,502

)

 

 

(60,355

)

Expected future policy benefits at then current discount rate, end of period

 

$

20,380,460

 

 

$

20,681,705

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(Dollars in thousands)

 

 

 

Term Life Insurance

 

LFPB

 

$

6,528,622

 

 

$

6,614,501

 

Less: reinsurance recoverables

 

 

2,465,179

 

 

 

2,550,187

 

Net LFPB, after reinsurance recoverables

 

$

4,063,443

 

 

$

4,064,314

 

Weighted-average duration of net LFPB (in years)

 

 

8.3

 

 

 

8.3

 

 

During the three months ended March 31, 2026, we recognized a remeasurement gain, consisting of experience variances, of $7.6 million for the Term Life Insurance segment, with a corresponding decrease to the LFPB, net of reinsurance. The remeasurement gain recognized was largely due to higher policy lapses and lower mortality experience during the period versus our current actuarial assumptions. We did not update our actuarial assumptions during the three months ended March 31, 2026, as management concluded that the emerging experience during the period did not provide sufficient evidence that an update to the current assumptions was warranted at this time. We will continue to monitor experience and update assumptions in future periods, as appropriate.

 

There were no significant changes to the inputs, judgments, assumptions, or methods used in measuring the LFPB during the three months ended March 31, 2026 and 2025.

 

19


 

Losses recognized as a result of capping the net premium ratio at 100% were immaterial during the three months ended March 31, 2026 and 2025.

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

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

Term Life Insurance

 

$

6,528,622

 

 

$

6,614,501

 

Other

 

 

200,298

 

 

 

203,678

 

Total

 

$

6,728,920

 

 

$

6,818,179

 

 

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

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

(In thousands)

 

Term Life Insurance

 

$

2,465,179

 

 

$

2,550,187

 

Other

 

 

14,872

 

 

 

14,765

 

Total

 

$

2,480,051

 

 

$

2,564,952

 

 

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

 

March 31, 2026

 

 

December 31, 2025

 

 

(In thousands)

 

Term Life Insurance

 

 

 

Undiscounted

 

 

Discounted

 

 

Undiscounted

 

 

Discounted

 

Expected future benefit payments

$

34,081,573

 

 

$

20,380,460

 

 

$

34,009,893

 

 

$

20,681,706

 

Expected future gross premiums

$

39,365,448

 

 

$

26,796,671

 

 

$

39,384,920

 

 

$

27,195,943

 

 

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

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

Term Life Insurance

 

 

 

Gross premiums

$

867,202

 

 

$

854,430

 

 

Interest accretion (expense)

$

(83,872

)

 

$

(81,998

)

 

 

The weighted-average discount rates were as follows:

 

March 31, 2026

 

 

December 31, 2025

 

Term Life Insurance

 

 

 

 

 

Original discount rate

 

4.99

%

 

 

5.00

%

Current discount rate

 

5.87

%

 

 

5.72

%

 

There were no changes to the methods used to determine the discount rates during the three months ended March 31, 2026 and the twelve months ended December 31, 2025.

 

(11) Stockholders’ Equity

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

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Common stock, beginning of period

 

 

31,810

 

 

 

33,368

 

Shares of common stock issued when sales restrictions on restricted stock units
   (“RSUs”) lapsed and performance-based stock units (“PSUs”) were earned

 

 

81

 

 

 

98

 

Common stock retired

 

 

(547

)

 

 

(444

)

Common stock, end of period

 

 

31,344

 

 

 

33,022

 

 

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 March 31, 2026, we had a total of 209,706 RSUs and director deferred shares outstanding and 40,520 PSUs outstanding. The PSU outstanding balance is based on the number of PSUs

 

20


 

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 13 (Share-Based Transactions) for discussion of the PSU award structure.

On November 19, 2025, our Board of Directors (“Board”) authorized, and the Company announced, a share repurchase program for up to $475.0 million of our outstanding common stock for purchases from November 19, 2025 through December 31, 2026 (the “Share Repurchase Program”). Under the Share Repurchase Program, we repurchased 523,314 shares of our common stock in the open market for an aggregate purchase price of $135.0 million through March 31, 2026. Approximately $340.0 million remains available for repurchases of our outstanding common stock under the Share Repurchase Program as of March 31, 2026.

(12) 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 March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands, except per-share amounts)

 

Basic EPS:

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net income

 

$

190,096

 

 

$

169,051

 

Income attributable to unvested participating securities

 

 

(626

)

 

 

(585

)

Net income used in calculating basic EPS

 

$

189,470

 

 

$

168,466

 

Denominator:

 

 

 

 

 

 

Weighted-average vested shares

 

 

31,681

 

 

 

33,292

 

Basic EPS

 

$

5.98

 

 

$

5.06

 

 

 

 

 

 

 

 

Diluted EPS:

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net income

 

$

190,096

 

 

$

169,051

 

Income attributable to unvested participating securities

 

 

(625

)

 

 

(584

)

Net income used in calculating diluted EPS

 

$

189,471

 

 

$

168,467

 

Denominator:

 

 

 

 

 

 

Weighted-average vested shares

 

 

31,681

 

 

 

33,292

 

Dilutive effect of incremental shares to be issued for
   contingently-issuable shares

 

 

47

 

 

 

50

 

Weighted-average shares used in calculating diluted EPS

 

 

31,728

 

 

 

33,342

 

Diluted EPS

 

$

5.97

 

 

$

5.05

 

 

(13) 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,

 

21


 

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 2025 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 are as follows:

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Equity awards expense recognized

 

$

12,593

 

 

$

13,251

 

Equity awards expense deferred

 

 

1,676

 

 

 

2,003

 

 

On February 20, 2026, the Compensation Committee of our Board granted the following equity awards to employees as part of the annual approval of management incentive compensation:

49,601 RSUs awarded to management with a measurement-date fair value of $257.46 per unit that have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date.
13,111 PSUs awarded to the seven members of the Company’s executive leadership team with a measurement-date fair value of $257.46 per unit. The PSUs will be earned on March 1, 2029 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, 2026 through December 31, 2028. 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 19,666 shares.

All awards granted to employees on February 20, 2026 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 net income:

 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

(In thousands)

 

Term Life Insurance segment

 

$

2,137

 

 

$

1,904

 

Investment and Savings Products segment

 

 

2,219

 

 

 

1,220

 

Corporate and Other Distributed Products segment

 

 

8,237

 

 

 

10,127

 

Total non-cash share-based compensation expense

 

$

12,593

 

 

$

13,251

 

 

(14) 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.

(15) 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 managed and/or underwritten by mutual fund companies, annuity providers, and other asset managers. For purposes of revenue recognition,

 

22


 

mutual fund companies, annuity providers, and other asset managers are considered the customers in marketing and distribution arrangements;
Fees earned for investment advisory and administrative services within our managed accounts 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 2025 Annual Report.

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

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Term Life Insurance segment revenues:

 

 

 

 

 

 

 

  Other, net

 

$

11,275

 

 

$

12,745

 

 

    Total segment revenues from contracts with customers

 

 

11,275

 

 

 

12,745

 

 

  Revenues from sources other than contracts with customers

 

 

453,359

 

 

 

445,096

 

 

      Total Term Life Insurance segment revenues

 

$

464,634

 

 

$

457,841

 

 

 

 

 

 

 

 

 

 

Investment and Savings Products segment revenues:

 

 

 

 

 

 

 

  Commissions and fees

 

 

 

 

 

 

 

    Sales-based revenues

 

$

136,355

 

 

$

111,270

 

 

    Asset-based revenues

 

 

174,351

 

 

 

139,130

 

 

    Account-based revenues

 

 

23,619

 

 

 

24,195

 

 

  Other, net

 

 

3,305

 

 

 

3,333

 

 

      Total segment revenues from contracts with customers

 

 

337,630

 

 

 

277,928

 

 

  Revenues from sources other than contracts
    with customers (segregated funds we underwrite)

 

 

13,015

 

 

 

12,884

 

 

        Total Investment and Savings Products segment revenues

 

$

350,645

 

 

$

290,812

 

 

 

 

 

 

 

 

 

 

Corporate and Other Distributed Products segment revenues:

 

 

 

 

 

 

 

  Commissions and fees

 

$

9,401

 

 

$

9,478

 

 

  Other, net

 

 

1,306

 

 

 

1,056

 

 

    Total segment revenues from contracts with customers

 

 

10,707

 

 

 

10,534

 

 

  Revenues from sources other than contracts with customers

 

 

46,707

 

 

 

45,656

 

 

      Total Corporate and Other Distributed Products segment revenues

 

$

57,414

 

 

$

56,190

 

 

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 March 31,

 

 

 

 

2026

 

 

2025

 

 

 

 

(In thousands)

Balance, beginning of period

 

$

54,321

 

 

$

58,079

 

 

Commissions revenue

 

 

4,926

 

 

 

5,284

 

 

Less: collections

 

 

(5,969

)

 

 

(6,032

)

 

Balance, at the end of period

 

$

53,278

 

 

$

57,331

 

 

 

 

23


 

 

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.

 

24


 

ITEM 2. MANAGEMENTS 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, 2025 to March 31, 2026. 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, 2025 (“2025 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 2025 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 diversified financial services distribution company serving middle-income households in the United States and Canada. Our licensed representatives (“independent sales representatives” or “independent sales force”) educate families on how to prepare for a more secure financial future and help them achieve their financial goals with our term life insurance and third-party mutual funds, managed accounts, annuities, loans, and other financial products. We have two primary operating segments, Term Life Insurance and Investment and Savings Products, and a third segment, Corporate and Other Distributed Products.

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 accounts, 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 accounts 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 segregated funds product underwritten by a third-party.

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

 

25


 

believe the economic conditions impacting middle-income households underscore their increasing need for our financial education, products and services to assist them in reaching the long-term goal 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.

The cumulative impact of inflation in recent years has led to an elevated cost of living for middle-income families, which may be adversely impacting persistency and demand for term life insurance policies. In the first quarter of 2026, policy lapse rates of term life insurance products remained above long-term historical levels and sales of new term life insurance policies were lower versus the comparable quarter in 2025.

Meanwhile, strong equity market performance in recent periods, favorable demographic trends, and expanded product offerings have provided significant momentum for our Investment and Savings Products (“ISP”) business. Despite volatility in the first quarter of 2026, positive equity market performance from 2024 through 2025 and into the first quarter of 2026 has beneficially influenced product sales and client asset values that drive revenue in the ISP segment.

Our ISP segment is expected to benefit over the long term from favorable demographic trends. These include increased demand for income and account value protection from investors in retirement that drive sales for our annuity business, the intergenerational wealth transfer from the silent generation and baby boomers to younger generations which benefits our managed accounts and mutual funds over future decades, and younger generations’ increased interest in equity market investments. Additionally, our high concentration of client assets in retirement accounts and our systematic investment philosophy are beneficial to our business as these accounts tend to have lower redemption rates than the industry. Our long-standing relationship with clients positions us well to drive resilient and faster growth in the ISP segment.

The rise in market interest rates since the COVID-19 pandemic have largely driven the unrealized losses that have accumulated in our investment portfolio from fixed-maturity securities purchased when long-term interest rates were at historical lows. Although market interest rates edged lower at the end of 2025, interest rates increased in the first quarter of 2026, resulting in higher unrealized losses compared to the end of 2025. We have not recognized losses caused by interest rate volatility in the income statement for securities that we have no present intention to dispose of 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 fixed-maturity securities purchases and cash balances.

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 March 31,

 

 

 

 

2026

 

 

2025

 

 

New recruits

 

 

84,217

 

 

 

100,867

 

 

New life-licensed independent sales representatives

 

 

10,569

 

 

 

12,339

 

 

 

The number of new recruits decreased during the three months ended March 31, 2026 compared to the same period in 2025 likely due to headwinds presented by economic and other uncertainty.

 

New life-licensed independent sales representatives decreased during the three months ended March 31, 2026 compared to the same period in 2025, largely due to the decline in new recruits in recent periods.

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

 

 

March 31, 2026

 

 

December 31, 2025

 

 

Life-licensed independent sales representatives, at period end

 

 

149,732

 

 

 

151,524

 

 

 

 

26


 

The number of life-licensed independent sales representatives decreased compared to December 31, 2025 as the number of new life-licensed representatives did not keep pace with the level of agent non-renewal activity experienced during the first quarter of 2026, which was in line with historical trends.

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, were as follows:

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

Average number of life-licensed independent sales representatives

 

 

150,384

 

 

 

151,732

 

 

Number of new policies issued

 

 

74,054

 

 

 

86,415

 

 

Average monthly rate of new policies issued per life-licensed
   independent sales representative

 

 

0.16

 

 

 

0.19

 

 

 

The average number of life-licensed independent sales representatives decreased modestly for the three months ended March 31, 2026 from the same period in 2025 as a result of the agent licensing activity discussed above.

New policies issued during the three months ended March 31, 2026 decreased compared to the same period in 2025, which we believe is attributable to the lower level of newly life-licensed independent sales representatives as well as the continued period of uncertainty that challenged demand for new policies.

Productivity in the three months ended March 31, 2026, measured by the average monthly rate of new policies issued per life-licensed independent sales representative, decreased from the same period in 2025. Lower year-over-year productivity is due to the decline in new life insurance policy sales relative to the generally stable size of the life-licensed sales force.

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

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

% of beginning balance

 

 

2025

 

 

% of beginning balance

 

 

 

 

(Dollars in millions)

Face amount in-force, beginning of period

 

$

967,612

 

 

 

 

 

$

953,583

 

 

 

 

 

Net change in face amount:

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued face amount

 

 

25,678

 

 

 

3

%

 

 

28,455

 

 

 

3

%

 

Terminations

 

 

(25,578

)

 

 

(3

)%

 

 

(24,980

)

 

 

(3

)%

 

Foreign currency

 

 

(2,041

)

 

*

 

 

 

(77

)

 

*

 

 

Net change in face amount

 

 

(1,941

)

 

*

 

 

 

3,398

 

 

*

 

 

Face amount in-force, end of period

 

$

965,671

 

 

 

 

 

$

956,981

 

 

 

 

 

* Less than 1%.

The face amount of term life insurance policies in-force decreased slightly for the three months ended March 31, 2026 primarily due to the translation impact on the face amount of our Canadian term life insurance in-force business during the period. Newly issued term life insurance face amounts were largely offset by policy terminations during the three months ended March 31, 2026. Issued face amount decreased during the 2026 period compared to the same period in 2025 primarily due to the decrease in the number of new policies issued as discussed above. Policy terminations increased during the 2026 period compared to the same period in 2025 but were largely consistent when measured as a percentage of beginning face amount in-force.

 

27


 

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

Investment and savings product sales were as follows:

 

 

Three months ended March 31,

 

 

Change

 

 

 

 

2026

 

 

2025

 

 

$

 

 

%

 

 

 

 

(Dollars in millions)

Product sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. retail mutual funds

 

$

1,460

 

 

$

1,318

 

 

$

142

 

 

 

11

%

 

Canada retail mutual funds - with up-front sales commissions

 

 

235

 

 

 

221

 

 

 

14

 

 

 

6

%

 

Annuities and other

 

 

1,461

 

 

 

1,110

 

 

 

351

 

 

 

32

%

 

Total sales-based revenue generating product sales

 

 

3,156

 

 

 

2,649

 

 

 

507

 

 

 

19

%

 

Managed accounts

 

 

822

 

 

 

596

 

 

 

226

 

 

 

38

%

 

Canada retail mutual funds - no up-front sales commissions

 

 

314

 

 

 

296

 

 

 

18

 

 

 

6

%

 

Segregated funds

 

 

40

 

 

 

18

 

 

 

22

 

 

 

122

%

 

Total product sales

 

$

4,332

 

 

$

3,559

 

 

$

773

 

 

 

22

%

 

 

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

 

 

Three months ended March 31,

 

 

 

2026

 

 

% of beginning balance

 

2025 (1)

 

 

% of beginning balance

 

 

 

(Dollars in millions)

Asset values, beginning of period

 

$

128,892

 

 

 

 

 

 

$

112,082

 

 

 

 

 

 

Net change in asset values:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inflows

 

 

4,332

 

 

 

3

%

 

 

 

3,559

 

 

 

3

%

 

 

Redemptions

 

 

(3,970

)

 

 

(3

)%

 

 

 

(3,017

)

 

 

(3

)%

 

 

Net flows

 

 

362

 

 

*

 

 

 

 

542

 

 

*

 

 

 

Change in fair value, net

 

 

(2,140

)

 

 

(2

)%

 

 

 

(2,704

)

 

 

(2

)%

 

 

Foreign currency, net

 

 

(351

)

 

*

 

 

 

 

(12

)

 

*

 

 

 

Net change in asset values

 

 

(2,129

)

 

 

(2

)%

 

 

 

(2,174

)

 

 

(2

)%

 

 

Asset values, end of period

 

$

126,763

 

 

 

 

 

 

$

109,908

 

 

 

 

 

 

(1)
The previously reported statistical information of redemptions, net flows and change in fair value, net for the three months ended March 31, 2025 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 $(2,721) million, $838 million, and $(3,000) million, respectively, for the three months ended March 31, 2025.

* Less than 1%.

Average client asset values were as follows:

 

 

Three months ended March 31,

 

 

Change

 

 

 

 

2026

 

 

2025

 

 

$

 

 

%

 

 

 

 

(Dollars in millions)

Average client asset values:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. retail mutual funds

 

$

60,243

 

 

$

54,649

 

 

$

5,594

 

 

 

10

%

 

Canada retail mutual funds

 

 

17,764

 

 

 

14,555

 

 

 

3,209

 

 

 

22

%

 

Annuities and other

 

 

33,369

 

 

 

30,089

 

 

 

3,280

 

 

 

11

%

 

Managed accounts

 

 

16,190

 

 

 

11,537

 

 

 

4,653

 

 

 

40

%

 

Segregated funds

 

 

2,310

 

 

 

2,189

 

 

 

121

 

 

 

6

%

 

Total average client asset values

 

$

129,876

 

 

$

113,019

 

 

$

16,857

 

 

 

15

%

 

Average number of fee-generating positions was as follows:

 

 

Three months ended March 31,

 

 

Change

 

 

 

 

2026

 

 

2025

 

 

Positions

 

 

%

 

 

 

 

(Positions in thousands)

Average number of fee-generating positions (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Recordkeeping and custodial

 

 

2,467

 

 

 

2,419

 

 

 

48

 

 

 

2

%

 

Recordkeeping only

 

 

924

 

 

 

885

 

 

 

39

 

 

 

4

%

 

Total average number of fee-generating positions

 

 

3,391

 

 

 

3,304

 

 

 

87

 

 

 

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.

 

28


 

Changes in Investment and Savings Product Sales, Asset Values and Accounts/Positions During the Three Months Ended March 31, 2026

Product sales. Investment and savings product sales increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to sustained positive investor sentiment that followed generally strong equity market performance in 2024 through 2025 and continued into the beginning of the first quarter of 2026. In particular, variable annuity product sales continued to grow as the guarantees offered by these products are more appealing to investors given strong equity market performance, expanded product offerings, and elevated interest rates. In addition, the increase in product sales for managed accounts resulted from continued strength in investor demand for these products as well as the expansion of investment strategies offered on our platform. U.S. retail mutual fund sales also continued to increase. These trends have been further aided by the growing population of investors who are reaching retirement age and seeking the protection provided by annuity products as well as the investment advisory services and broader products offered through our managed accounts investments program.

Rollforward of client asset values. Ending client asset values decreased during the three months ended March 31, 2026 primarily due to the decline in market performance during March 2026, partially offset by positive net inflows. A similar dynamic was observed during the three months ended March 31, 2025 as the drop in equity markets during that period exceeded positive inflows.

Average client asset values. Average client asset values increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily driven by the year-over-year cumulative effect of strong market performance and net client asset inflows.

Average number of fee-generating positions. The average number of fee-generating positions was higher during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 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.

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 life insurance 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.

Sales volume of term life insurance products between fiscal periods may vary based on the productivity of independent sales representatives. Accordingly, 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 10 (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. However, on a short-term basis, the impact of lower persistency recognized during the period from experience variances and unlocking assumptions will increase earnings as the reserves needed for future policy benefits are reduced. 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

 

29


 

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 and marketing support fees on assets in managed accounts. 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. 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.

 

30


 

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. 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 compared to sales of other investment products that either generate lower up-front revenues or, in the case of managed accounts, no up-front revenues;
sales of a higher proportion of managed accounts 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 notes 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 11 (Stockholders’ Equity) to our unaudited condensed consolidated financial statements included elsewhere in this report and Note 12 (Debt) to our consolidated financial statements included in our 2025 Annual Report for more information on 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 2025 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 2025 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.

 

 

31


 

Results of Operations

 

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

 

 

Three months ended March 31,

 

 

Change

 

 

 

2026

 

 

2025

 

 

$

 

 

%

 

 

 

(Dollars in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums

 

$

871,246

 

 

$

858,845

 

 

$

12,401

 

 

 

1

%

Ceded premiums

 

 

(414,859

)

 

 

(410,521

)

 

 

4,338

 

 

 

1

%

Net premiums

 

 

456,387

 

 

 

448,324

 

 

 

8,063

 

 

 

2

%

Commissions and fees

 

 

356,741

 

 

 

296,957

 

 

 

59,784

 

 

 

20

%

Investment income net of investment expenses

 

 

56,506

 

 

 

56,340

 

 

 

166

 

 

*

 

Interest expense on surplus note

 

 

(13,223

)

 

 

(14,669

)

 

 

(1,446

)

 

 

(10

)%

Net investment income

 

 

43,283

 

 

 

41,671

 

 

 

1,612

 

 

 

4

%

Realized investment gains (losses)

 

 

(847

)

 

 

(82

)

 

 

(765

)

 

*

 

Other investment gains (losses)

 

 

1,243

 

 

 

839

 

 

 

404

 

 

*

 

Investment gains (losses)

 

 

396

 

 

 

757

 

 

 

(361

)

 

*

 

Other, net

 

 

15,886

 

 

 

17,134

 

 

 

(1,248

)

 

 

(7

)%

Total revenues

 

 

872,693

 

 

 

804,843

 

 

 

67,850

 

 

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefits and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Benefits and claims

 

 

171,254

 

 

 

174,862

 

 

 

(3,608

)

 

 

(2

)%

Future policy benefits remeasurement (gain) loss

 

 

(7,377

)

 

 

(3,273

)

 

 

4,104

 

 

*

 

Amortization of DAC

 

 

84,260

 

 

 

78,550

 

 

 

5,710

 

 

 

7

%

Sales commissions

 

 

195,210

 

 

 

158,118

 

 

 

37,092

 

 

 

23

%

Insurance expenses

 

 

66,567

 

 

 

64,805

 

 

 

1,762

 

 

 

3

%

Insurance commissions

 

 

5,618

 

 

 

6,124

 

 

 

(506

)

 

 

(8

)%

Interest expense

 

 

5,861

 

 

 

6,004

 

 

 

(143

)

 

 

(2

)%

Other operating expenses

 

 

101,882

 

 

 

98,338

 

 

 

3,544

 

 

 

4

%

Total benefits and expenses

 

 

623,275

 

 

 

583,528

 

 

 

39,747

 

 

 

7

%

Income before income taxes

 

 

249,418

 

 

 

221,315

 

 

 

28,103

 

 

 

13

%

Income taxes

 

 

59,322

 

 

 

52,264

 

 

 

7,058

 

 

 

14

%

Net income

 

$

190,096

 

 

$

169,051

 

 

$

21,045

 

 

 

12

%

 

* Less than 1% or not meaningful.

Results for the Three Months Ended March 31, 2026

Total revenues. Total revenues increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to increases in commissions and fees earned in our Investment and Savings Products segment and net premiums in our Term Life Insurance segment. Further discussion related to revenue movements are discussed in detail in the Segment Results section below.

Total benefits and expenses. Total benefits and expenses increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 largely due to higher sales commissions in our Investment and Savings Products segment. Also contributing to the year-over-year increase were higher amortization of DAC in our Term Life Insurance segment. Insurance expenses and other operating expenses increased in the 2026 period compared to the 2025 period primarily due to an increase in growth-related costs and technology investments. The increases in total benefits and expenses were partially offset by lower benefits and claims (net of future policy benefits remeasurement (gain) loss) in our Term Life Insurance segment. Further discussion related to benefits and expenses movements are discussed in detail in the Segment Results section below.

Income taxes. The effective income tax rate of 23.8% for the three months ended March 31, 2026 was largely consistent with the effective income tax rate of 23.6% for the three months ended March 31, 2025.

For additional information, see the Segment Results discussions below.

 

32


 

Segment Results

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

 

 

Three months ended March 31,

 

 

Change

 

 

 

2026

 

 

2025

 

 

$

 

 

%

 

 

 

(Dollars in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums

 

$

867,202

 

 

$

854,430

 

 

$

12,772

 

 

 

1

%

Ceded premiums

 

 

(413,843

)

 

 

(409,334

)

 

 

4,509

 

 

 

1

%

Net premiums

 

 

453,359

 

 

 

445,096

 

 

 

8,263

 

 

 

2

%

Other, net

 

 

11,275

 

 

 

12,745

 

 

 

(1,470

)

 

 

(12

)%

Total revenues

 

 

464,634

 

 

 

457,841

 

 

 

6,793

 

 

 

1

%

Benefits and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Benefits and claims

 

 

167,252

 

 

 

171,243

 

 

 

(3,991

)

 

 

(2

)%

Future policy benefits remeasurement (gain) loss

 

 

(7,564

)

 

 

(3,402

)

 

 

4,162

 

 

*

 

Amortization of DAC

 

 

82,666

 

 

 

76,921

 

 

 

5,745

 

 

 

7

%

Insurance expenses

 

 

65,378

 

 

 

63,645

 

 

 

1,733

 

 

 

3

%

Insurance commissions

 

 

2,042

 

 

 

2,649

 

 

 

(607

)

 

 

(23

)%

Total benefits and expenses

 

 

309,774

 

 

 

311,056

 

 

 

(1,282

)

 

*

 

Income before income taxes

 

$

154,860

 

 

$

146,785

 

 

$

8,075

 

 

 

6

%

 

* Less than 1% or not meaningful.

Results for the Three Months Ended March 31, 2026

Net premiums. Direct premiums increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 largely due to the layering effect of new policy sales that contributed to growth in the in-force book of business compared to the prior year period. This increase was partially offset by an increase in ceded premiums, which includes $7.4 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, and was reduced by $2.9 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 decreased modestly during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 despite the increase in net premiums. Higher ceded premiums for YRT reinsurance as noted above contributed to the lack of growth in benefits and claims expense. As the Company cedes higher premiums to YRT reinsurers, it also cedes higher future policy benefits reserves to the YRT reinsurers, which effectively offsets the net amount of benefits and claims expense recognized. Meanwhile, the overall year-over-year decrease in the net benefits and claims expense can be attributed to modest adjustments to claims estimates recognized in 2025.

Future policy benefits remeasurement (gain) loss. Future policy benefits remeasurement gain increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 and represents differences in experience variances that occurred in each period, primarily from better mortality and lower reserves benefiting from elevated lapse experience compared to our future policy benefit reserve assumptions.

Amortization of DAC. Amortization of DAC increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to growth in the in-force book of business compared to the prior year period.

 

33


 

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

 

 

Three months ended March 31,

 

 

Change

 

 

 

 

2026

 

 

2025

 

 

$

 

 

%

 

 

 

 

(Dollars in thousands)

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions and fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales-based revenues

 

$

136,355

 

 

$

111,270

 

 

$

25,085

 

 

 

23

%

 

Asset-based revenues

 

 

187,366

 

 

 

152,014

 

 

 

35,352

 

 

 

23

%

 

Account-based revenues

 

 

23,619

 

 

 

24,195

 

 

 

(576

)

 

 

(2

)%

 

Other, net

 

 

3,305

 

 

 

3,333

 

 

 

(28

)

 

*

 

 

Total revenues

 

 

350,645

 

 

 

290,812

 

 

 

59,833

 

 

 

21

%

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of DAC

 

 

1,334

 

 

 

1,337

 

 

 

(3

)

 

*

 

 

Insurance commissions

 

 

3,457

 

 

 

3,277

 

 

 

180

 

 

 

5

%

 

Sales commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales-based

 

 

95,168

 

 

 

77,267

 

 

 

17,901

 

 

 

23

%

 

Asset-based

 

 

95,360

 

 

 

76,246

 

 

 

19,114

 

 

 

25

%

 

Other operating expenses

 

 

54,427

 

 

 

51,414

 

 

 

3,013

 

 

 

6

%

 

Total expenses

 

 

249,746

 

 

 

209,541

 

 

 

40,205

 

 

 

19

%

 

Income before income taxes

 

$

100,899

 

 

$

81,271

 

 

$

19,628

 

 

 

24

%

 

* Less than 1% or not meaningful.

Results for the Three Months Ended March 31, 2026

Commissions and fees. Commissions and fees increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 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 2026 period compared to the same period in 2025 as well as a higher mix of assets under management that earn higher asset-based commissions, namely managed accounts and Canadian mutual funds sold under the principal distributor model. The increase in sales-based revenue was largely the result of strong growth in product sales for variable annuities and, to a lesser extent, U.S. retail mutual funds.

Sales commissions. The increases in asset-based and sales-based commissions for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 were largely in line with the increases in asset-based revenues and sales-based revenues, respectively.

Other operating expenses. Other operating expenses for the three months ended March 31, 2026 increased compared to the three months ended March 31, 2025 largely due to higher employee compensation, variable growth-related costs, and continued investments in technology and infrastructure.

 

34


 

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

 

 

Three months ended March 31,

 

 

Change

 

 

 

2026

 

 

2025

 

 

$

 

 

%

 

 

 

(Dollars in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Direct premiums

 

$

4,044

 

 

$

4,415

 

 

$

(371

)

 

 

(8

)%

Ceded premiums

 

 

(1,016

)

 

 

(1,187

)

 

 

(171

)

 

 

(14

)%

Net premiums

 

 

3,028

 

 

 

3,228

 

 

 

(200

)

 

 

(6

)%

Commissions and fees

 

 

9,401

 

 

 

9,478

 

 

 

(77

)

 

*

 

Investment income net of investment expenses

 

 

56,506

 

 

 

56,340

 

 

 

166

 

 

*

 

Interest expense on surplus note

 

 

(13,223

)

 

 

(14,669

)

 

 

(1,446

)

 

 

(10

)%

Net investment income

 

 

43,283

 

 

 

41,671

 

 

 

1,612

 

 

 

4

%

Realized investment gains (losses)

 

 

(847

)

 

 

(82

)

 

 

(765

)

 

*

 

Other investment gains (losses)

 

 

1,243

 

 

 

839

 

 

 

404

 

 

*

 

Investment gains (losses)

 

 

396

 

 

 

757

 

 

 

(361

)

 

*

 

Other, net

 

 

1,306

 

 

 

1,056

 

 

 

250

 

 

 

24

%

Total revenues

 

 

57,414

 

 

 

56,190

 

 

 

1,224

 

 

 

2

%

Benefits and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Benefits and claims

 

 

4,002

 

 

 

3,619

 

 

 

383

 

 

 

11

%

Future policy benefits remeasurement (gain) loss

 

 

187

 

 

 

129

 

 

 

58

 

 

*

 

Amortization of DAC

 

 

260

 

 

 

292

 

 

 

(32

)

 

 

(11

)%

Insurance expenses

 

 

1,189

 

 

 

1,160

 

 

 

29

 

 

 

3

%

Insurance commissions

 

 

119

 

 

 

198

 

 

 

(79

)

 

 

(40

)%

Sales commissions

 

 

4,682

 

 

 

4,605

 

 

 

77

 

 

 

2

%

Interest expense

 

 

5,861

 

 

 

6,004

 

 

 

(143

)

 

 

(2

)%

Other operating expenses

 

 

47,455

 

 

 

46,924

 

 

 

531

 

 

 

1

%

Total benefits and expenses

 

 

63,755

 

 

 

62,931

 

 

 

824

 

 

 

1

%

Income (loss) before income taxes

 

$

(6,341

)

 

$

(6,741

)

 

$

(400

)

 

 

6

%

* Less than 1% or not meaningful.

Results for the Three Months Ended March 31, 2026

Total revenues. Total revenues increased modestly during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Net investment income increased largely 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 2025 Annual Report and Note 4 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.

Total benefits and expenses. Total benefits and expenses were largely consistent during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

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 March 31, 2026, 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.

 

35


 

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, Inc. a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. For more information on the LLC Note, see Note 4 (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 of fixed-maturity securities in our available-for-sale and trading securities investment portfolio were as follows:

 

 

March 31, 2026

 

December 31, 2025

Average rating of our fixed-maturity portfolio

 

A

 

A

Average duration of our fixed-maturity portfolio

 

5.3 years

 

5.2 years

Average book yield of our fixed-maturity portfolio

 

4.39%

 

4.30%

The distribution of fixed-maturity securities in our available-for-sale and trading securities investment portfolio by rating were as follows:

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Amortized cost (1)

 

 

%

 

 

Amortized cost (1)

 

 

%

 

 

 

(Dollars in thousands)

 

AAA

 

$

695,462

 

 

 

19

%

 

$

666,842

 

 

 

20

%

AA

 

 

508,298

 

 

 

14

%

 

 

503,652

 

 

 

15

%

A

 

 

911,678

 

 

 

25

%

 

 

805,885

 

 

 

24

%

BBB

 

 

1,480,519

 

 

 

41

%

 

 

1,377,969

 

 

 

40

%

Below investment grade

 

 

31,688

 

 

*

 

 

 

36,627

 

 

 

1

%

Not rated

 

 

2,512

 

 

*

 

 

 

444

 

 

*

 

Total

 

$

3,630,157

 

 

 

100

%

 

$

3,391,419

 

 

 

100

%

(1)
Includes trading securities at carrying value and available-for-sale securities at amortized cost.

* Less than 1%.

 

36


 

The ten largest holdings within our fixed-maturity securities available-for-sale and trading securities invested asset portfolio were as follows:

 

 

March 31, 2026

Issuer

 

Fair value

 

 

Amortized cost (1)

 

 

Unrealized gain (loss)

 

 

Credit rating

 

 

(Dollars in thousands)

ONEOK Inc.

 

$

15,008

 

 

$

15,451

 

 

$

(443

)

 

BBB

Province of Alberta Canada

 

 

14,445

 

 

 

15,132

 

 

 

(687

)

 

AA-

Realty Income Corp

 

 

13,600

 

 

 

13,965

 

 

 

(365

)

 

A-

Province of Ontario Canada

 

 

13,563

 

 

 

13,881

 

 

 

(318

)

 

A+

T-Mobile US, Inc.

 

 

13,025

 

 

 

13,004

 

 

 

21

 

 

BBB

Manulife Financial Corp

 

 

12,923

 

 

 

13,362

 

 

 

(439

)

 

A

Morgan Stanley

 

 

12,207

 

 

 

12,137

 

 

 

70

 

 

BBB+

Province of Quebec Canada

 

 

12,164

 

 

 

12,487

 

 

 

(323

)

 

AA-

Enbridge Inc.

 

 

12,037

 

 

 

12,426

 

 

 

(389

)

 

BBB+

Province of British Columbia Canada

 

 

11,712

 

 

 

12,174

 

 

 

(462

)

 

A

Total – ten largest holdings

 

$

130,684

 

 

$

134,019

 

 

$

(3,335

)

 

 

Total – fixed-maturity securities

 

$

3,476,477

 

 

$

3,630,157

 

 

 

 

 

 

Percent of total fixed-maturity securities

 

 

4

%

 

 

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 4 (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 March 31, 2026, the Parent Company had cash and invested assets of $555.8 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 primarily in fixed-maturity securities held in support of future policy benefit reserves. In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received.

Historically, cash flows generated by our businesses, primarily from our existing block of term life insurance policies and our investment and savings products, have provided us with sufficient liquidity to meet our operating requirements. We anticipate that cash flows from our businesses will continue to provide sufficient operating liquidity over the next 12 months.

If necessary, we could seek to enhance our liquidity position or capital structure through sales of our available-for-sale investment portfolio, changes in the timing or amount of share repurchases, borrowings against our Revolving Credit Facility, or some combination of these sources. Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs.

Cash Flows. The components of the changes in cash and cash equivalents were as follows:

 

 

Three months ended March 31,

 

 

Change

 

 

 

2026

 

 

2025

 

 

$

 

 

 

(In thousands)

 

Net cash provided by (used in) operating activities

 

$

156,790

 

 

$

197,466

 

 

$

(40,676

)

Net cash provided by (used in) investing activities

 

 

(87,445

)

 

 

(98,752

)

 

 

11,307

 

Net cash provided by (used in) financing activities

 

 

(179,164

)

 

 

(161,440

)

 

 

(17,724

)

Effect of foreign exchange rate changes on cash

 

 

(597

)

 

 

(23

)

 

 

(574

)

Change in cash and cash equivalents

 

$

(110,416

)

 

$

(62,749

)

 

$

(47,667

)

 

 

37


 

Operating Activities. Cash flows provided by operating activities decreased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to timing differences in payments made for income tax remittances. The largest timing difference resulted from a payment made in the first quarter of 2026 for a transferable federal tax credit that was used to offset estimated federal income tax payments in the fourth quarter of 2025. Also contributing to the change in cash flows provided by operating activities was the timing of purchases, maturities, and sales of financial instruments classified as trading securities.

Investing Activities. Cash flows used in investing activities decreased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to fluctuations in the timing of maturities, sales and reinvestments of debt securities held in our available-for-sale investment portfolio.

Financing Activities. Cash flows used in financing activities increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily due to the increase in the size of our share repurchase program and higher per share stockholder dividend payments.

Risk-Based Capital (“RBC”). The National Association of Insurance Commissioners (“NAIC”) has established RBC standards for U.S. life insurers, as well as a risk-based capital model act (the “RBC Model Act”) that has been adopted by the insurance regulatory authorities. The RBC Model Act requires that life insurers annually submit a report to state regulators regarding their RBC based upon four categories of risk: asset risk; insurance risk; interest rate risk and business risk. The capital requirement for each is determined by applying factors that vary based upon the degree of risk to various asset, premiums and policy benefit reserve items. The formula is an early warning tool to identify possible weakly capitalized companies for purposes of initiating further regulatory action. As of March 31, 2026, our U.S. life insurance subsidiaries maintained statutory capital and surplus substantially in excess of the applicable regulatory requirements and remain well positioned to support existing operations and fund future growth.

In Canada, an insurer’s minimum capital requirement is overseen by the Office of the Superintendent of Financial Institutions (“OSFI”) and determined as the sum of the capital requirements for six categories of risk: asset default risk; mortality/morbidity/lapse/expense risks; changes in interest rate environment risk; operational risk; segregated funds risk; and foreign exchange risk. As of March 31, 2026, Primerica Life Canada was in compliance with Canada’s minimum capital requirements as defined by OSFI.

Redundant Reserve Financing. The Model Regulation titled Valuation of Life Insurance Policies, commonly known as Regulation XXX, requires insurers to carry statutory policy benefit reserves for term life insurance policies with long-term premium guarantees which are often significantly in excess of the future policy benefit reserves that insurers deem necessary to satisfy claim obligations (“redundant policy benefit reserves”). Accordingly, many insurance companies have sought ways to reduce their capital needs by financing redundant policy benefit reserves through bank financing, reinsurance arrangements and other financing transactions.

We have established Vidalia Re as a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. Primerica Life has ceded certain term life insurance policies issued in 2011 through 2017 to Vidalia Re as part of a Regulation XXX redundant reserve financing transaction (the “Vidalia Re Redundant Reserve Financing Transaction”). This redundant reserve financing transaction allows us to more efficiently manage and deploy our capital.

The NAIC has adopted a model regulation for determining reserves using a principle-based approach (“principle-based reserves” or “PBR”), which is designed to reflect each insurer’s own experience in calculating reserves and move away from a single prescriptive reserving formula. Primerica Life adopted PBR as of January 1, 2018 and NBLIC adopted the New York amended version of PBR effective January 1, 2021. PBR significantly reduced the redundant statutory policy benefit reserve requirements while still ensuring adequate liabilities are held. The regulation only applies for business issued after the effective dates. See Note 5 (Investments), Note 12 (Debt) and Note 18 (Commitments and Contingent Liabilities) to our consolidated financial statements in our 2025 Annual Report for more information on the Vidalia Re Redundant Reserve Financing Transaction.

Note Payable. The Company has $600.0 million of publicly-traded Senior Notes outstanding issued at a price of 99.55% with an annual interest rate of 2.80%, payable semi-annually in arrears on May 19 and November 19. The Senior Notes are scheduled to mature on November 19, 2031. We were in compliance with the covenants of the Senior Notes as of March 31, 2026. No events of default occurred during the three months ended March 31, 2026.

Rating Agencies. There have been no changes to Primerica, Inc.’s Senior Notes ratings or Primerica Life’s financial strength ratings since December 31, 2025.

Surplus Note. Vidalia Re issued a Surplus Note in exchange for the LLC Note as a part of the Vidalia Re Redundant Reserve Financing Transaction. The Surplus Note has a principal amount equal to the LLC Note and is scheduled to mature on December 31, 2030. For more information on the Surplus Note, see Note 12 (Debt) to our consolidated financial statements in our 2025 Annual Report.

Off-Balance Sheet Arrangements. We have no transactions, agreements or other contractual arrangements to which an entity unconsolidated with the Company is a party, under which the Company maintains any off-balance sheet obligations or guarantees as of March 31, 2026.

 

38


 

Credit Facility Agreement. We maintain an unsecured $200.0 million Revolving Credit Facility with a syndicate of commercial banks that has a scheduled termination date of June 22, 2026. Amounts outstanding under the Revolving Credit Facility bear interest at a periodic rate equal to the Secured Overnight Financing Rate (“SOFR”) rate loan or the base rate, plus in either case an applicable margin. The Revolving Credit Facility also permits the issuance of letters of credit. The applicable margins are based on our debt rating with such margins for SOFR rate loans and letters of credit ranging from 1.000% to 1.625% per annum and for base rate loans ranging from 0.000% to 0.625% per annum. Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.100% to 0.225% per annum of the aggregate $200.0 million commitment of the lenders under the Revolving Credit Facility. As of March 31, 2026, no amounts were outstanding under the Revolving Credit Facility and we were in compliance with its covenants. Furthermore, no events of default occurred under the Revolving Credit Facility during the three months ended March 31, 2026.

Contractual Obligations Update. There have been no material changes in contractual obligations from those disclosed in the 2025 Annual Report.

 

39


 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this report as well as some statements in periodic press releases and some oral statements made by our officials during our presentations are “forward-looking” statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “anticipate”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions, or future conditional verbs such as “may”, “will”, “should”, “would”, and “could”. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements. These forward-looking statements involve external risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included herein.

Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control of our management team. All forward-looking statements in this report and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties include, among others:

Risks Related to Our Distribution Structure

Our failure to continue to attract new recruits, retain independent sales representatives or license or maintain the licensing of independent sales representatives would materially adversely affect our business.
A number of laws and regulations could apply to our independent contractor distribution model, which could require us to modify our distribution structure.
There may be adverse tax, legal or financial consequences if the classification of the independent contractor sales representatives is changed.
The Company’s or the independent sales representatives’ violation of, or non-compliance with, laws and regulations and related claims and proceedings could expose us to material liabilities.

Risks Related to Our Insurance Business and Reinsurance

Our life insurance business may face significant losses or volatility if our actual experience differs from our expectations regarding mortality, reinsurance, persistency, or disability.
Our life insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business.
A decline in the regulatory capital ratios of our insurance subsidiaries could result in increased scrutiny by insurance regulators and ratings agencies and have a material adverse effect on our business.
A significant ratings downgrade by a ratings organization could materially adversely affect our business.
The failure by any of our reinsurers or reserve financing counterparties to perform its obligations to us could have a material adverse effect on our business.

Risks Related to Our Investment and Savings Products Business

Our Investment and Savings Products segment is heavily dependent on a limited platform of mutual fund and annuity products offered by a relatively small number of companies and managers. If these products fail to remain competitive with other investment options, our business could be materially adversely affected.
If our relationship with one or more of the manufacturers of the funds and annuities we distribute or investment managers we make available is significantly altered or terminated or there is a shift in the business mix, our business could be materially adversely affected.
The Company’s, or the securities-licensed independent sales representatives’ violations of, or non-compliance with, laws and regulations of the securities business could expose us to material liabilities.
If heightened standards of conduct are imposed on us or the independent sales representatives by federal, state or provincial authorities, or selling compensation is reduced as a result of new legislation or regulations, it could have a material adverse effect on our business.
If our suitability policies and procedures, or our policies and procedures for compliance with federal, state or provincial regulations governing standards of care, were deemed inadequate, it could have a material adverse effect on our business.
Non-compliance with applicable regulations could lead to revocation of our subsidiary’s status as a non-bank custodian, which could have a material adverse effect on our business.

 

Risks Related to Our Mortgage Brokerage Business

Licensing requirements will impact the size of the mortgage loan independent sales force, which could adversely affect our mortgage brokerage business.
Our U.S. mortgage brokerage and Canadian mortgage referral business is highly regulated and subject to various federal, state and provincial laws and regulations in the U.S. and Canada. Changes in, non-compliance with, or violations of, such laws and regulations could affect the cost or our ability to distribute our products and could adversely affect our business.

 

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In the U.S., we broker mortgage loans based on contractual agreements with a very limited number of mortgage lenders. A significant change to or disruption in the mortgage lenders’ mortgage businesses or an inability of the mortgage lenders to satisfy their contractual obligations to us could adversely affect our business.
Our U.S. mortgage brokerage business is impacted by U.S. mortgage interest rates. Changes in prevailing mortgage interest rates or U.S. monetary policies that affect mortgage interest rates could adversely affect our business.

Risks Related to Economic Downcycles, Public Health Crises or Catastrophes, and Disasters

The effects of economic downcycles, issues affecting the national, regional and/or global economy or geopolitical event(s), or any combination thereof, could impact the cost of living for our middle-income clients and could materially adversely affect our business.
Major public health pandemics, epidemics or outbreaks (such as the COVID-19 pandemic) or other catastrophic events, have impacted and could again materially adversely impact our business.
In the event of a disaster, our business continuity plan may not be sufficient, which could have a material adverse effect on our business.

Risks Related to Information Technology and Cybersecurity

If one of our, or a third-party partner’s, significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business may be materially adversely affected.
Any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business.
The current legislative and regulatory climate with regard to privacy and cybersecurity could adversely affect our business.
The development and use of artificial intelligence present risks and challenges that could materially adversely affect our business.
We regularly undertake business initiatives to enhance our technology, products, and services. The efficiency and success of these initiatives may vary significantly and may cause unanticipated costs, errors, or disruptions which could have a material adverse effect on our business.

Financial Risks Affecting Our Business

Credit deterioration in, and the effects of interest rate fluctuations on, our invested asset portfolio and other assets that are subject to changes in credit quality and interest rates could materially adversely affect our business.
Valuation of our investments and the determination of expected credit losses when the fair value of our available-for-sale invested assets is below amortized cost are both based on estimates that may prove to be incorrect, which could adversely affect our financial condition and results of operations.
Changes in accounting standards can be difficult to predict and could adversely impact how we record and report our financial condition and results of operations.
The inability of our subsidiaries to pay dividends or make distributions or other payments to us in sufficient amounts would impede our ability to meet our obligations and return capital to our stockholders.

Risks Related to Legislative and Regulatory Changes and Government Policy Uncertainty

We are subject to various federal, state and provincial laws and regulations in the U.S. and Canada, as well as executive branch actions, orders and policies, judicial rulings and decisions by public officials, any of which may require us to alter our business practices and could materially adversely affect our business.
Uncertainty in the legislative and regulatory climate with regard to financial services may adversely affect our business.
The current regulatory climate with regard to climate change may adversely affect our business.

General Risk Factors

Litigation and regulatory investigations and actions may result in financial losses and harm our reputation.
A significant change in the competitive environment in which we operate could negatively affect our ability to maintain or increase our market share and profitability.
Our continued success requires a high-performing and stable team of employees across all levels, and the loss of key employees could negatively affect our financial condition and impair our ability to implement our business strategy.
We may not be able to effectively execute our corporate strategy, which could have a material adverse effect on our business.
We may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar.
The market price of our common stock may fluctuate.

 

Developments in any of these areas could cause actual results to differ materially from those anticipated or projected or cause a significant reduction in the market price of our common stock.

The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact

 

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occur. Accordingly, undue reliance should not be placed on these statements. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes in our exposures to market risk since December 31, 2025. For details on the Company’s interest rate, foreign currency exchange, and credit risks, see “Item 7A. Quantitative and Qualitative Information About Market Risks” in our 2025 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II – OTHER INFORMATION

We are involved from time to time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. Additional information regarding certain legal proceedings to which we are a party is described under “Contingent Liabilities” in Note 14 (Commitments and Contingent Liabilities) to our unaudited condensed consolidated financial statements included elsewhere in this report, and such information is incorporated herein by reference. As of the date of this report, we do not believe any pending legal proceeding to which Primerica, Inc. or any of its subsidiaries is a party is required to be disclosed pursuant to this item.

 

ITEM 1A. RISK FACTORS.

The risk factors contained in our 2025 Annual Report are incorporated herein by reference.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended March 31, 2026, we repurchased shares of our common stock as follows:

 

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)

 

January 1 - 31, 2026

 

 

163,251

 

 

$

261.85

 

 

 

163,251

 

 

$

432,252,640

 

February 1 - 28, 2026

 

 

164,358

 

 

 

260.09

 

 

 

164,358

 

 

 

389,505,534

 

March 1 - 31, 2026

 

 

219,401

 

 

 

253.00

 

 

 

195,705

 

 

 

340,008,165

 

     Total

 

 

547,010

 

 

$

257.77

 

 

 

523,314

 

 

$

340,008,165

 

 

(1)
Consists of repurchases of (a) 23,696 shares of common stock at an average price of $253.67 arising from share-based compensation tax withholdings and (b) open market repurchases of shares of common stock under the share repurchase program approved by our Board of Directors.
(2)
On November 19, 2025, our Board of Directors authorized, and the Company announced, a share repurchase program for purchases of up to $475.0 million of our outstanding common stock from November 19, 2025 through December 31, 2026.

For information regarding year-to-date share repurchases, refer to Note 11 (Stockholders’ Equity) to our unaudited condensed consolidated financial statements included elsewhere in this report.

 

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ITEM 5. OTHER INFORMATION.

 

Trading Plans

 

During the quarter ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except the following:

On March 13, 2026, Glenn Williams, the Company’s Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that provides for the sale of an aggregate of up to 6,000 shares of the Company’s common stock between June 12, 2026 and March 15, 2027.

 

ITEM 6. EXHIBITS.

The agreements included as exhibits to this report are included to provide you with information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors.

 

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.



31.2

 

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.



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.



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).

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Primerica, Inc.

 

 

May 7, 2026

/s/ Tracy X. Tan

 

Tracy X. Tan

 

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

 

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