Primerica - 10-Q quarterly report FY2025 Q3

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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 September 30, 2025


☐	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

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 October 31, 2025, the registrant had 31,916,058 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 September 30, 2025 and December 31, 2024		2
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024		3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024		4
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024		5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		45
Item 4. Controls and Procedures.		45
PART II – OTHER INFORMATION		45
Item 1. Legal Proceedings.		45
Item 1A. Risk Factors.		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		46
Item 5. Other Information		47
Item 6. Exhibits.		47
Signatures		48

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets


	(Unaudited)
	September 30, 2025			December 31, 2024
	(In thousands, except per-share amounts)
Assets:
Investments:
Fixed-maturity securities available-for-sale, at fair value (amortized cost: $3,263,811 in 2025 and $3,152,483 in 2024)	$	3,147,647		$	2,946,126
Fixed-maturity security held-to-maturity, at amortized cost (fair value: $1,217,961 in 2025 and $1,227,428 in 2024)		1,241,540			1,303,880
Equity securities, at fair value (historical cost: $20,442 in 2025 and $22,935 in 2024)		26,186			27,144
Trading securities, at fair value (cost: $13,158 in 2025 and $3,562 in 2024)		12,803			3,011
Policy loans and other invested assets		54,099			50,881
Total investments		4,482,275			4,331,042
Cash and cash equivalents		644,855			687,821
Accrued investment income		28,949			28,100
Reinsurance recoverables		2,596,597			2,744,165
Deferred policy acquisition costs, net		3,863,442			3,680,430
Agent balances, due premiums and other receivables		301,114			282,607
Intangible asset		45,275			45,275
Income taxes		128,313			122,664
Operating lease right-of-use assets		42,986			47,023
Other assets		400,078			403,608
Separate account assets		2,313,874			2,209,287
Total assets	$	14,847,758		$	14,582,022

Liabilities and stockholders’ equity:
Liabilities:
Future policy benefits	$	6,816,778		$	6,503,064
Unearned and advance premiums		16,225			15,606
Policy claims and other benefits payable		477,785			488,350
Other policyholders’ funds		368,232			402,323
Note payable		595,114			594,512
Surplus note		1,241,263			1,303,556
Income taxes		52,118			115,611
Operating lease liabilities		50,892			55,478
Other liabilities		515,052			549,160
Payable under securities lending		104,535			86,034
Separate account liabilities		2,313,874			2,209,287
Commitments and contingent liabilities (see Commitments and Contingent Liabilities note)
Total liabilities		12,551,868			12,322,981
Stockholders’ equity:
Common stock ($0.01 par value; authorized 500,000 shares in 2025 and 2024; issued and outstanding 32,076 shares in 2025 and 33,368 shares in 2024)		321			334
Paid-in capital		-			-
Retained earnings		2,319,750			2,231,483
Accumulated other comprehensive income (loss), net of income tax:
Effect of change in discount rate assumptions on the liability for future policy benefits		89,692			224,833
Unrealized foreign currency translation gains (losses)		(22,191	)		(34,767	)
Net unrealized investment gains (losses) on available-for-sale securities		(91,682	)		(162,842	)
Total stockholders’ equity		2,295,890			2,259,041
Total liabilities and stockholders’ equity	$	14,847,758		$	14,582,022

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income – Unaudited


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands, except per-share amounts)
Revenues:
Direct premiums	$	868,651		$	852,452		$	2,593,750		$	2,538,856
Ceded premiums		(414,104	)		(412,645	)		(1,258,034	)		(1,249,970	)
Net premiums		454,547			439,807			1,335,716			1,288,886
Commissions and fees		325,490			271,901			928,478			789,039
Investment income net of investment expenses		56,907			57,017			168,796			164,719
Interest expense on surplus note		(14,476	)		(15,908	)		(43,766	)		(47,352	)
Net investment income		42,431			41,109			125,030			117,367
Realized investment gains (losses)		170			311			(2,251	)		882
Other investment gains (losses)		482			1,898			794			2,533
Investment gains (losses)		652			2,209			(1,457	)		3,415
Other, net		16,732			19,103			50,261			102,326
Total revenues		839,852			774,129			2,438,028			2,301,033

Benefits and expenses:
Benefits and claims		172,152			164,363			499,507			480,714
Future policy benefits remeasurement (gain) loss		(23,114	)		(23,019	)		(32,282	)		(27,294	)
Amortization of deferred policy acquisition costs		81,498			75,539			240,091			221,231
Sales commissions		174,688			142,254			499,097			415,546
Insurance expenses		64,131			63,529			193,299			189,363
Insurance commissions		5,499			7,180			17,374			24,213
Interest expense		5,985			6,093			17,990			18,964
Other operating expenses		87,334			83,612			275,462			257,561
Total benefits and expenses		568,173			519,551			1,710,538			1,580,298
Income from continuing operations before income taxes		271,679			254,578			727,490			720,735
Income taxes from continuing operations		64,886			59,841			173,303			168,283
Income from continuing operations		206,793			194,737			554,187			552,452
Loss from discontinued operations, net of income taxes		-			(30,364	)		-			(249,005	)
Net income	$	206,793		$	164,373		$	554,187		$	303,447

Basic earnings per share:
Continuing operations	$	6.36		$	5.73		$	16.81		$	16.02
Discontinued operations		-			(0.89	)		-			(7.22	)
Basic earnings per share	$	6.36		$	4.84		$	16.81		$	8.80

Diluted earnings per share:
Continuing operations	$	6.35		$	5.72		$	16.79		$	16.00
Discontinued operations		-			(0.89	)		-			(7.22	)
Diluted earnings per share	$	6.35		$	4.83		$	16.79		$	8.78

Weighted-average shares used in computing earnings per share:
Basic		32,404			33,834			32,852			34,365
Diluted		32,451			33,891			32,898			34,421

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Net income	$	206,793		$	164,373		$	554,187		$	303,447
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		41,133			106,493			87,852			84,890
Reclassification adjustment for investment (gains) losses included in net income		696			142			2,341			(429	)
Effect of change in discount rate assumptions on the liability for future policy benefits		(107,417	)		(346,794	)		(170,463	)		(40,910	)
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains (losses)		(8,388	)		4,736			12,576			(8,536	)
Total other comprehensive income (loss) before income taxes		(73,976	)		(235,423	)		(67,694	)		35,015
Income tax expense (benefit) related to items of other comprehensive income (loss)		(13,601	)		(51,313	)		(16,289	)		9,208
Other comprehensive income (loss), net of income taxes		(60,375	)		(184,110	)		(51,405	)		25,807
Total comprehensive income (loss)	$	146,418		$	(19,737	)	$	502,782		$	329,254

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity – Unaudited


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands, except per-share amounts)
Equity
Common stock:
Balance, beginning of period	$	326		$	340		$	334		$	350
Repurchases of common stock		(5	)		(5	)		(14	)		(17	)
Net issuance of common stock		-			-			1			2
Balance, end of period		321			335			321			335

Paid-in capital:
Balance, beginning of period		-			-			-			-
Share-based compensation		6,035			6,212			25,096			26,715
Net issuance of common stock		-			-			(1	)		(2	)
Repurchases of common stock		(6,035	)		(6,212	)		(25,095	)		(26,713	)
Balance, end of period		-			-			-			-

Retained earnings:
Balance, beginning of period		2,270,995			2,122,832			2,231,483			2,276,946
Net income		206,793			164,373			554,187			303,447
Dividends		(33,819	)		(30,515	)		(102,764	)		(82,606	)
Repurchases of common stock		(124,219	)		(124,675	)		(363,156	)		(365,772	)
Balance, end of period		2,319,750			2,132,015			2,319,750			2,132,015

Accumulated other comprehensive income (loss), net of income tax:
Balance, beginning of period		36,194			(1,412	)		27,224			(211,329	)
Effect of change in discount rate assumptions on the liability for future policy benefits		(84,934	)		(272,682	)		(135,141	)		(32,155	)
Change in foreign currency translation adjustment		(8,388	)		4,736			12,576			(8,536	)
Change in net unrealized investment gains (losses) during the period		32,947			83,836			71,160			66,498
Balance, end of period		(24,181	)		(185,522	)		(24,181	)		(185,522	)

Total stockholders’ equity	$	2,295,890		$	1,946,828		$	2,295,890		$	1,946,828


Dividends declared per share	$	1.04		$	0.90		$	3.12		$	2.40

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows – Unaudited


	Nine months ended September 30,
	2025			2024
	(In thousands)
Cash flows from operating activities:
Net income	$	554,187		$	303,447
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Change in future policy benefits and other policy liabilities		33,210			79,105
Deferral of policy acquisition costs		(407,712	)		(411,221	)
Amortization of deferred policy acquisition costs		240,091			221,231
Change in income taxes		(48,382	)		(97,618	)
Investment (gains) losses		1,457			(3,415	)
Accretion and amortization of investments		(2,510	)		(2,748	)
Depreciation and amortization		14,337			19,078
Change in reinsurance recoverables		203,525			154,257
Change in agent balances, due premiums and other receivables		(18,479	)		(28,906	)
Change in renewal commissions receivable		2,641			22,150
Trading securities sold, matured, called or (acquired), net		(9,610	)		15,238
Share-based compensation		19,802			19,543
Impairment of goodwill and other long-lived assets		-			253,607
Gain on insurance proceeds received from acquisition representation and warranty policy		-			(50,000	)
Loss on disposal of discontinued operations, excluding income tax benefit		-			95,787
Change in other operating assets and liabilities, net		(19,623	)		1,913
Net cash provided by (used in) operating activities		562,934			591,448

Cash flows from investing activities:
Available-for-sale investments sold, matured or called:
Fixed-maturity securities — sold		18,328			6,685
Fixed-maturity securities — matured or called		349,949			298,810
Short-term investments — matured or called		-			268
Equity securities — sold		26			-
Equity securities — matured or called		1,829			4,375
Available-for-sale investments acquired:
Fixed-maturity securities		(468,324	)		(496,290	)
Equity securities — acquired		(169	)		(157	)
Purchases of property and equipment and other investing activities, net		(17,450	)		(26,648	)
Cash collateral received (returned) on loaned securities, net		18,501			(14,549	)
Sales (purchases) of short-term investments using securities lending collateral, net		(18,501	)		14,549
Insurance proceeds received from acquisition representation and warranty policy		-			50,000
Disposal of cash in discontinued operations		-			(18,613	)
Net cash provided by (used in) investing activities		(115,811	)		(181,570	)

Cash flows from financing activities:
Dividends paid		(102,764	)		(82,606	)
Common stock repurchased		(379,972	)		(380,645	)
Tax withholdings on share-based compensation		(8,697	)		(8,333	)
Finance leases		(205	)		(192	)
Net cash provided by (used in) financing activities		(491,638	)		(471,776	)
Effect of foreign exchange rate changes on cash		1,549			(1,108	)
Change in cash and cash equivalents		(42,966	)		(63,006	)
Cash and cash equivalents, beginning of period		687,821			613,148
Cash and cash equivalents, end of period	$	644,855		$	550,142

See accompanying notes to condensed consolidated financial statements.

PRIMERICA, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — Unaudited

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

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

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

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

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

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

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

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

Reclassifications. Certain reclassifications have been made to prior period amounts to conform to current period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity.

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

(2) Discontinued Operations

The Company reports the results of operations of a business as discontinued operations if (i) the business has been disposed of or is classified as held for sale; (ii) the disposal of the business represents a strategic shift that will have a major impact on the Company’s

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

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

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

We recognized an after-tax net gain on disposal of $2.0 million in the second half of 2024, which was comprised of the $95.8 million write-off of e-TeleQuote’s assets and liabilities as of the abandonment date and the recognition of a $97.8 million income tax benefit. The federal income tax benefit remaining to be utilized was $8.0 million and $31.8 million as of September 30, 2025 and December 31, 2024, respectively.

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


	Three months ended September 30,					Nine months ended September 30,
	2025		2024			2025		2024
	(In thousands)
Revenues:
Commissions and fees	$	-	$	12,898		$	-	$	30,550
Other, net		-		408			-		2,056
Total revenues		-		13,306			-		32,606
Expenses:
Contract acquisition costs		-		16,336			-		45,594
Impairment of goodwill and other long-lived assets		-		-			-		253,607
Loss on disposition		-		95,787					95,787
Other operating expenses		-		16,396			-		31,956
Total expenses		-		128,519			-		426,944
Loss before income taxes		-		(115,213	)		-		(394,338	)
Income tax benefit		-		84,849			-		145,333
Loss from discontinued operations, net of income taxes	$	-	$	(30,364	)	$	-	$	(249,005	)

Total operating and investing cash flows of the discontinued operations were as follows, which excludes the Company’s use of $23.8 million and $46.5 million of the total income tax benefit recognized on disposal to offset federal income tax payments during the nine months ended September 30, 2025 and 2024, respectively:


	Nine months ended September 30,
	2025		2024
	(In thousands)
Net cash provided by (used in) operating activities	$	-	$	(1,378	)
Net cash provided by (used in) investing activities	$	-	$	(18,747	)

(3) Other Comprehensive Income (Loss)

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


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains (losses) before income taxes	$	(8,388	)	$	4,736		$	12,576		$	(8,536	)
Income tax expense (benefit) on unrealized foreign currency translation gains (losses)		-			-			-			-
Change in unrealized foreign currency translation gains (losses), net of income taxes	$	(8,388	)	$	4,736		$	12,576		$	(8,536	)
Unrealized gain (losses) on available-for-sale securities:
Change in unrealized holding gains (losses) arising during period before income taxes	$	41,133		$	106,493		$	87,852		$	84,890
Income tax expense (benefit) on unrealized holding gains (losses) arising during period		8,736			22,769			18,541			18,053
Change in unrealized holding gains (losses) on available-for-sale securities arising during period, net of income taxes		32,397			83,724			69,311			66,837

Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities		696			142			2,341			(429	)
Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income		146			30			492			(90	)
Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes		550			112			1,849			(339	)
Change in unrealized gains (losses) on available-for-sale securities, net of income taxes and reclassification adjustment	$	32,947		$	83,836		$	71,160		$	66,498
Effect of change in discount rate assumptions on the LFPB:
Change in effect in discount rate assumptions on the LFPB before income taxes	$	(107,417	)	$	(346,794	)	$	(170,463	)	$	(40,910	)
Income tax expense (benefit) on the effect of change in discount rate
assumptions on the LFPB from accumulated OCI to net income		(22,483	)		(74,112	)		(35,322	)		(8,755	)
Change in effect in discount rate assumptions on the LFPB, net of income taxes	$	(84,934	)	$	(272,682	)	$	(135,141	)	$	(32,155	)

(4) Segment Information

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

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


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Term Life Insurance segment:
Total revenues	$	463,301		$	450,306		$	1,362,975		$	1,317,661
Benefits and expenses:
Benefits and claims		168,319			160,652			488,287			470,766
Future policy benefits remeasurement (gain) loss		(23,392	)		(28,203	)		(32,537	)		(32,802	)
Amortization of DAC		79,876			73,698			235,184			216,105
Insurance expenses		63,058			62,395			189,919			185,849
Insurance commissions		2,755			3,410			7,641			13,242
Total benefits and expenses		290,616			271,952			888,494			853,160
Income before income taxes	$	172,685		$	178,354		$	474,481		$	464,501


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	(In thousands)
Investment and Savings Products segment:
Total revenues	$	318,788	$	266,073	$	907,898	$	770,695
Expenses:
Amortization of DAC		1,355		1,540		4,060		4,219
Insurance commissions		3,485		3,499		10,229		10,242
Sales commissions:
Sales-based		82,867		66,333		243,069		199,655
Asset-based		87,337		71,012		241,593		201,745
Other operating expenses:
Fees based on client asset values		12,285		10,156		34,604		29,046
Fees based on fee-generating positions		10,341		10,392		33,766		32,300
Other expenses		26,896		23,230		85,662		73,231
Total expenses		224,566		186,162		652,983		550,438
Income before income taxes	$	94,222	$	79,911	$	254,915	$	220,257


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Corporate and Other Distributed Products segment:
Total revenues	$	57,763		$	57,750		$	167,155		$	212,677
Benefits and expenses:
Benefits and claims		3,833			3,711			11,220			9,948
Future policy benefits remeasurement (gain) loss		278			5,184			255			5,508
Amortization of DAC		267			301			847			907
Insurance expenses		1,073			1,134			3,380			3,514
Insurance commissions		(741	)		271			(496	)		729
Sales commissions		4,484			4,909			14,435			14,146
Interest expense		5,985			6,093			17,990			18,964
Other operating expenses		37,812			39,834			121,430			122,984
Total benefits and expenses		52,991			61,437			169,061			176,700
Income (loss) before income taxes	$	4,772		$	(3,687	)	$	(1,906	)	$	35,977

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


	Three months ended September 30,					Nine months ended September 30,
	2025		2024			2025			2024
	(In thousands)
Revenues:
Term Life Insurance segment	$	463,301	$	450,306		$	1,362,975		$	1,317,661
Investment and Savings Products segment		318,788		266,073			907,898			770,695
Corporate and Other Distributed Products segment		57,763		57,750			167,155			212,677
Total revenues	$	839,852	$	774,129		$	2,438,028		$	2,301,033


Income (loss) from continuing operations before income taxes:
Term Life Insurance segment	$	172,685	$	178,354		$	474,481		$	464,501
Investment and Savings Products segment		94,222		79,911			254,915			220,257
Corporate and Other Distributed Products segment		4,772		(3,687	)		(1,906	)		35,977
Total income from continuing operations before income taxes	$	271,679	$	254,578		$	727,490		$	720,735

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

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

The Company recorded corporate restructuring charges of $2.0 million and $2.8 million for the three and nine months ended September 30, 2024, respectively, associated with the decision to exit the Senior Health business, which are included in the Corporate and Other Distributed Products segment's Other operating expenses. There were no corporate restructuring charges recorded during the three and nine months ended September 30, 2025.

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

(5) Investments

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


	September 30, 2025
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(In thousands)
Securities available-for-sale, carried at fair value:
Fixed-maturity securities:
U.S. government and agencies	$	9,816	$	60	$	(166	)	$	9,710
Foreign government		176,081		2,241		(5,356	)		172,966
States and political subdivisions		137,738		865		(11,896	)		126,707
Corporates		1,992,511		29,881		(73,323	)		1,949,069
Residential mortgage-backed securities		655,909		4,892		(52,484	)		608,317
Commercial mortgage-backed securities		94,236		179		(7,477	)		86,938
Other asset-backed securities		197,520		874		(4,454	)		193,940
Total fixed-maturity securities	$	3,263,811	$	38,992	$	(155,156	)	$	3,147,647


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

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

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


	Amortized cost		Fair value
	(In thousands)
Due in one year or less	$	215,568	$	215,341
Due after one year through five years		802,017		797,183
Due after five years through 10 years		718,564		692,664
Due after 10 years		579,997		553,264
		2,316,146		2,258,452
Mortgage- and asset-backed securities		947,665		889,195
Total AFS fixed-maturity securities	$	3,263,811	$	3,147,647

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

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

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

The LLC Note is classified as a held-to-maturity debt security in the Company’s invested asset portfolio as we have the positive intent and ability to hold the security until maturity. As of September 30, 2025, the LLC Note had an estimated unrealized holding loss of $23.6 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 September 30, 2025 and December 31, 2024, no credit losses have been recognized on the LLC Note.

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

Securities Lending Transactions. We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected in our unaudited condensed consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets in our unaudited condensed consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was $104.5 million and $86.0 million as of September 30, 2025 and December 31, 2024, respectively.

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


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Fixed-maturity securities (available-for-sale)	$	35,218		$	31,990		$	103,077		$	92,543
Fixed-maturity security (held-to-maturity)		14,476			15,908			43,766			47,352
Equity securities		318			324			947			1,036
Policy loans and other invested assets		611			402			2,125			1,407
Cash, cash equivalents and short-term investments		6,340			6,540			18,818			20,161
Total return on deposit asset underlying 10% coinsurance agreement (1)		1,980			3,959			6,286			8,534
Gross investment income		58,943			59,123			175,019			171,033
Investment expenses		(2,036	)		(2,106	)		(6,223	)		(6,314	)
Investment income net of investment expenses		56,907			57,017			168,796			164,719
Interest expense on surplus note		(14,476	)		(15,908	)		(43,766	)		(47,352	)
Net investment income	$	42,431		$	41,109		$	125,030		$	117,367

(1)

Includes $0.3 million and $1.0 million of net gains (losses) recognized for the change in fair value of the deposit asset underlying the 10% coinsurance agreement for the three and nine months ended September 30, 2025, respectively. Includes $1.8 million and $1.9 million of net gains (losses) recognized for the change in fair value of the deposit asset underlying the 10% coinsurance agreement for the three and nine months ended September 30, 2024, respectively.

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


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Realized investment gains (losses):
Gross gains from sales, maturities and calls of available-for-sale fixed-maturity securities	$	215		$	311		$	643		$	989
Gross losses from sales, maturities and calls of available-for-sale fixed-maturity securities		(45	)		-			(2,118	)		(107	)
Gross losses from sales, maturities and calls of equity securities		-			-			(776	)		-
Net realized investment gains (losses):		170			311			(2,251	)		882
Other investment gains (losses):
Credit losses impairment of available-for-sale securities		(866	)		(453	)		(866	)		(453	)
Market gains (losses) recognized in net income during the period on equity securities		1,245			2,324			1,471			2,945
Gains (losses) from equity method investments		79			15			139			15
Gains (losses) from bifurcated options		18			6			33			5
Gains (losses) on trading securities		6			6			17			21
Other investment gains (losses):		482			1,898			794			2,533
Investment gains (losses)	$	652		$	2,209		$	(1,457	)	$	3,415

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	(In thousands)
Proceeds from sales or other redemptions	$	131,236	$	88,669	$	368,277	$	305,763

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 September 30, 2025 and December 31, 2024, aggregated by major security type and by length of time such securities have continuously been in an unrealized loss position:


	September 30, 2025
	Less than 12 months					12 months or longer
	Fair value		Unrealized losses			Fair value		Unrealized losses
	(In thousands)
Fixed-maturity securities:
U.S. government and agencies	$	-	$	-		$	5,828	$	(166	)
Foreign government		23,091		(690	)		66,503		(4,666	)
States and political subdivisions		5,250		(230	)		98,196		(11,666	)
Corporates		109,343		(1,507	)		920,689		(71,816	)
Residential mortgage-backed securities		30,442		(103	)		347,753		(52,381	)
Commercial mortgage-backed securities		2,202		(4	)		73,463		(7,473	)
Other asset-backed securities		8,189		(410	)		98,818		(4,044	)
Total fixed-maturity securities	$	178,517	$	(2,944	)	$	1,611,250	$	(152,212	)


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

The amortized cost of AFS securities with a cost basis in excess of their fair values was $1,944.9 million and $2,493.1 million as of September 30, 2025 and December 31, 2024, respectively.

The allowance for credit losses for AFS securities was $0.9 million as of September 30, 2025. No allowance for credit losses was recorded for AFS securities as of December 31, 2024. Substantially all of the unrealized losses were the result of change in market interest rates compared to the date the securities were acquired rather than the credit quality of the securities, and we have no present intention to dispose of them.

We recognized $0.9 million for credit losses on AFS securities for the three and nine months ended September 30, 2025 in the unaudited condensed consolidated statements of income. We recognized $0.5 million for credit losses on AFS securities for the three and nine months ended September 30, 2024 in the unaudited condensed consolidated statements of income. We recognize credit losses on securities due to: (i) our intent to sell them (unless the securities are sold and the loss is realized during the same quarter when we designate the securities as intend to sell); (ii) adverse credit events indicating that we will not receive the security’s contractual cash flows when contractually due, such as news of an impending filing for bankruptcy; (iii) analyses of the issuer’s most recent financial statements or other information indicating that significant liquidity deficiencies, significant losses and large declines in capitalization exist; and (iv) analyses of rating agency information for issuances with severe ratings downgrades indicating a significant increase in the possibility of default.

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

(6) Fair Value of Financial Instruments

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Invested assets recorded at fair value are measured and classified in accordance with a

three-tier fair value hierarchy based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the following three levels:

•

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

•

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

•

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

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

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


	September 30, 2025
	Level 1		Level 2		Level 3		Total
	(In thousands)
Fair value assets:
Available-for-sale fixed-maturity securities:
U.S. government and agencies	$	-	$	9,710	$	-	$	9,710
Foreign government		-		172,966		-		172,966
States and political subdivisions		-		126,707		-		126,707
Corporates		3,845		1,945,224		-		1,949,069
Mortgage- and asset-backed securities:
Residential mortgage-backed securities		-		608,317		-		608,317
Commercial mortgage-backed securities		-		86,938		-		86,938
Other asset-backed securities		-		190,940		3,000		193,940
Total available-for-sale fixed-maturity securities		3,845		3,140,802		3,000		3,147,647
Equity securities		26,186		-		-		26,186
Trading securities		-		12,803		-		12,803
Cash and cash equivalents		644,855		-		-		644,855
Separate accounts		-		2,313,874		-		2,313,874
Total fair value assets	$	674,886	$	5,467,479	$	3,000	$	6,145,365
Fair value liabilities:
Separate accounts	$	-	$	2,313,874	$	-	$	2,313,874
Total fair value liabilities	$	-	$	2,313,874	$	-	$	2,313,874


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

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

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

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

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

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


	Three months ended September 30,					Nine months ended September 30, (1)
	2025		2024			2025			2024
	(In thousands)
Level 3 assets, beginning of period	$	-	$	10,453		$	1,543		$	2,144
Net unrealized gains (losses) included in other comprehensive income (loss)		-		146			-			185
Investment gains (losses) and accretion (amortization) recognized in earnings		-		(31	)		(714	)		(72	)
Purchases		3,000		1,851			3,000			10,666
Settlements		-		-			(829	)		-
Transfers out of Level 3		-		(8,981	)		-			(9,485	)
Level 3 assets, end of period	$	3,000	$	3,438		$	3,000		$	3,438

(1)

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

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

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


	September 30, 2025				December 31, 2024
	Carrying value		Estimated fair value		Carrying value		Estimated fair value
	(In thousands)
Assets:
Fixed-maturity securities (available-for-sale)	$	3,147,647	$	3,147,647	$	2,946,126	$	2,946,126
Fixed-maturity security (held-to-maturity) (1)		1,241,540		1,217,961		1,303,880		1,227,428
Equity securities		26,186		26,186		27,144		27,144
Trading securities		12,803		12,803		3,011		3,011
Policy loans (1)		45,159		45,159		40,884		40,884
Deposit asset underlying 10% coinsurance agreement (1)		138,908		138,908		158,913		158,913
Separate accounts		2,313,874		2,313,874		2,209,287		2,209,287
Liabilities:
Note payable (2)(3)	$	595,114	$	541,127	$	594,512	$	513,862
Surplus note (1)(2)		1,241,263		1,215,284		1,303,556		1,225,708
Separate accounts		2,313,874		2,313,874		2,209,287		2,209,287

(1)

Classified as a Level 3 fair value measurement.

(2)

Carrying value amounts shown are net of unamortized issuance costs.

(3)

Classified as a Level 2 fair value measurement.

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

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

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

(7) Reinsurance

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

Details on in-force life insurance were as follows:


	September 30, 2025			December 31, 2024
	(Dollars in thousands)
Direct life insurance in-force	$	968,967,632		$	955,610,523
Amounts ceded to other companies		(827,323,232	)		(817,825,296	)
Net life insurance in-force	$	141,644,400		$	137,785,227
Percentage of reinsured life insurance in-force		85	%		86	%

Benefits and claims ceded to reinsurers during the three and nine months ended September 30, 2025 were $284.2 million and $1,016.8 million, respectively, compared to $368.5 million and $1,083.3 million, respectively, for the three and nine months ended September 30, 2024.

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


	September 30, 2025				December 31, 2024
	Reinsurance recoverables			A.M. Best rating	Reinsurance recoverables			A.M. Best rating
	(In thousands)
Swiss Re Life & Health America Inc. (Novated from Pecan Re Inc.) (1)	$	2,018,854		A+	$	2,074,945		A+
Munich Re of Malta (1)(2)		204,235		NR		210,822		NR
American Health and Life Insurance Company (1)		123,491		B++		127,601		B++
SCOR Global Life Reinsurance Companies (3)		118,229		A		148,899		A
Swiss Re Life & Health America Inc. (4)		41,189		A+		43,826		A+
RGA Reinsurance Company		36,351		A+		44,132		A+
Korean Reinsurance Company		30,190		A		40,781		A
Munich American Reassurance Company		21,630		A+		36,487		A+
All other reinsurers		3,566		-		17,887		-
Allowance for credit losses		(1,138	)			(1,215	)
Reinsurance recoverables	$	2,596,597			$	2,744,165

NR – not rated by A.M. Best

(1)

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

(2)

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

(3)

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

(4)

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

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

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


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Balance, beginning of period	$	1,182		$	1,122		$	1,215		$	1,120
Current period (benefit) provision for expected credit losses		(44	)		(110	)		(77	)		(108	)
Balance, at the end of period	$	1,138		$	1,012		$	1,138		$	1,012

(8) Deferred Policy Acquisition Costs

The balances and activity in DAC were as follows:


	Nine months ended						Year ended
	September 30, 2025						December 31, 2024
	(In thousands)
	Term Life Insurance			Segregated Funds (Canada)			Term Life Insurance			Segregated Funds (Canada)
DAC balance, beginning of period	$	3,608,599		$	55,303		$	3,366,281		$	63,029
Capitalization		411,128			1,878			555,162			2,959
Amortization		(235,184	)		(4,060	)		(291,488	)		(5,443	)
Foreign exchange translation and other		8,245			1,852			(21,356	)		(5,242	)
DAC balance, at the end of period	$	3,792,788		$	54,973		$	3,608,599		$	55,303

Reconciliation of DAC by product was as follows:


	September 30, 2025		December 31, 2024
	(In thousands)
Term Life Insurance	$	3,792,788	$	3,608,599
Segregated Funds (Canada)		54,973		55,303
Other		15,681		16,528
Total DAC, net	$	3,863,442	$	3,680,430

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

(9) Separate Accounts

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


	September 30, 2025			December 31, 2024
	(In thousands)
Fixed-income securities	$	633,125		$	708,225
Equity securities		1,599,150			1,490,628
Cash and cash equivalents		102,823			46,764
Due to/from funds		(21,245	)		(36,350	)
Other		21			20
Total separate account assets	$	2,313,874		$	2,209,287

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


	Nine months ended			Year ended
	September 30, 2025			December 31, 2024
	(In thousands)
Separate account liabilities balance, beginning of period	$	2,209,287		$	2,395,842
Premiums, deposits and transfers		128,345			147,995
Surrenders, withdrawals and transfers		(320,283	)		(378,126	)
Investment performance		266,258			300,545
Management fees and other charges		(44,042	)		(57,734	)
Foreign exchange translation		74,309			(199,235	)
Separate account liabilities balance, end of period	$	2,313,874		$	2,209,287
Cash surrender value	$	2,283,915		$	2,173,070

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

(10) Policy Claims and Other Benefits Payable

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


	Nine months ended September 30,
	2025			2024
	(In thousands)
Policy claims and other benefits payable, beginning of period	$	488,350		$	513,803
Less reinsured policy claims and other benefits payable		518,210			534,674
Net balance, beginning of period		(29,860	)		(20,871	)
Incurred related to current year		193,665			189,772
Incurred related to prior years (1)		(139	)		(3,418	)
Total incurred		193,526			186,354
Claims paid related to current year, net of reinsured policy claims received		(246,890	)		(224,952	)
Reinsured policy claims received related to prior years, net of claims paid		45,617			37,111
Total paid		(201,273	)		(187,841	)
Foreign currency translation		150			(241	)
Net balance, end of period		(37,457	)		(22,599	)
Add reinsured policy claims and other benefits payable		515,242			519,434
Balance, end of period	$	477,785		$	496,835

(1)

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

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

(11) Future Policy Benefits

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


	Nine months ended			Year ended
	September 30, 2025			December 31, 2024
	(Dollars in thousands)
Present Value of Expected Net Premiums	Term Life Insurance
Balance at then current discount rate, beginning of period	$	13,854,794		$	13,977,353
Balance at original discount rate, beginning of period		14,233,996			14,012,553
Effect of changes in cash flow assumptions		(354,522	)		(74,233	)
Effect of actual variances from expected experience		(307,049	)		(373,646	)
Adjusted balance, beginning of period		13,572,425			13,564,674
Issuances		1,268,255			1,884,054
Interest accrual at original discount rate		472,864			608,588
Net premiums collected		(1,328,106	)		(1,733,262	)
Foreign currency translation		32,288			(90,058	)
Expected net premiums at original discount rate, end of period		14,017,726			14,233,996
Effect of changes in discount rate assumptions		47,455			(379,202	)
Expected net premiums at then current discount rate, end of period	$	14,065,181		$	13,854,794

Present Value of Expected Future Policy Benefits
Balance at then current discount rate, beginning of period	$	20,155,487		$	20,508,435
Balance at original discount rate, beginning of period		20,763,900			20,391,694
Effect of changes in cash flow assumptions		(436,663	)		(83,975	)
Effect of actual variances from expected experience		(333,555	)		(386,512	)
Adjusted balance, beginning of period		19,993,682			19,921,207
Issuances		1,272,194			1,892,529
Interest accrual at original discount rate		720,798			929,078
Benefit payments		(1,393,709	)		(1,841,162	)
Foreign currency translation		49,605			(137,752	)
Expected future policy benefits at original discount rate, end of period		20,642,570			20,763,900
Effect of changes in discount rate assumptions		32,085			(608,413	)
Expected future policy benefits at then current discount rate, end of period	$	20,674,655		$	20,155,487

LFPB	$	6,609,474		$	6,300,693
Less: reinsurance recoverables		2,581,440			2,729,022
Net LFPB, after reinsurance recoverables	$	4,028,034		$	3,571,671
Weighted-average duration of net LFPB (in years)		8.2			8.0

During the three months ended September 30, 2025 and 2024, we recognized remeasurement gains of approximately $23 million and $28 million for the Term Life Insurance segment, respectively, with corresponding decreases to the LFPB, net of reinsurance. The remeasurement gains reflected changes to the actuarial cash flow assumptions underlying the LFPB estimate, net of reinsurance, based on our annual assumption reviews of approximately $18 million and $28 million for the three months ended September 30, 2025 and 2024, respectively, and realized experience variances of approximately $5 million and less than $1 million during the three months ended September 30, 2025 and 2024, respectively.

Our annual actuarial assumption review was performed during the third quarter of 2025 and included analyzing experience studies based on the Company’s own data and comparing actual to expected cash flow variances by policy cohort. Actuarial judgment was also used since prior historical experience may not fully reflect future expected experience.

We have generally observed lower actual mortality experience compared to the actuarial assumptions in our Term Life Insurance segment since mid-2022. We believe part of the favorable experience is a pull-forward effect where certain deaths accelerated during the pandemic resulting in a future period of lower mortality. However, the level of our favorable mortality has not subsided, which indicates that certain mortality assumptions may be higher than necessary. As such, we decreased our mortality assumption for level premium term policies sold in Canada, along with a portion of policies sold in both the U.S. and Canada that continue or exchange their policies after the end of the level premium term period. The decrease in the mortality assumption was the largest contributor to the remeasurement gain recognized for LFPB assumption changes during the three months ended September 30, 2025.

Since 2023, we have also generally observed higher lapse rates compared to our actuarial assumption for policies sold in the U.S. that are within the level premium term period. However, we believe this is temporary due to current economic conditions, and that lapse rates will gradually return to our historical normalized levels. During our 2024 assumption review, we made changes to our early duration lapse rate assumption for U.S. cohorts to reflect recent lapse experience. In the current year assumption review, in accordance with our best estimates, we did not make further changes to these lapse assumptions. If our early duration lapse experience does not revert back to our best estimate assumptions as forecasted, we could recognize experience variances in subsequent periods but do not expect the magnitude to be significant to our LFPB.

During the three and nine months ended September 30, 2025, the remeasurement gains recognized for experience variances are primarily attributable to both lower mortality and higher policy lapse rates as described above.

In 2024, the remeasurement gain recognized for the Term Life Insurance segment for assumption changes made during our annual review was mainly due to an assumption change to reduce incidence rates for the waiver of premium benefit offered as an optional supplemental rider on our term life insurance policies that waives the policyholder’s insurance premiums during a qualifying disability. During our 2025 assumption review, we did not observe any significant variances between recent waiver of premium disability claims when compared with the assumption changes that were made in 2024. As such, no further changes were considered necessary to the disability claims assumptions used in the LFPB during the 2025 period.

We also performed our annual reviews of LFPB assumptions for our closed block of non-term life insurance included in the Corporate and Other Distributed Products segment. Based on these reviews, we recognized a remeasurement loss of less than $1 million and a remeasurement loss of approximately $5 million during the three months ended September 30, 2025 and 2024, respectively.

Discount rates, while a material assumption to our LFPB, are not part of the assumption-setting process since they are updated quarterly based on observable rates. There have been no changes in the compilation of data sources used for this input.

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

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


	September 30, 2025		December 31, 2024
	(In thousands)
Term Life Insurance	$	6,609,474	$	6,300,693
Other		207,304		202,371
Total	$	6,816,778	$	6,503,064

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


	September 30, 2025		December 31, 2024
	(In thousands)
Term Life Insurance	$	2,581,440	$	2,729,022
Other		15,157		15,143
Total	$	2,596,597	$	2,744,165

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


	September 30, 2025				December 31, 2024
	(In thousands)
Term Life Insurance
	Undiscounted		Discounted		Undiscounted		Discounted
Expected future benefit payments	$	33,841,648	$	20,674,656	$	33,966,483	$	20,155,489
Expected future gross premiums	$	39,267,157	$	27,188,836	$	39,389,917	$	26,414,010

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


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Term Life Insurance
Gross premiums	$	864,047		$	847,626		$	2,580,396		$	2,524,615
Interest accretion (expense)	$	(83,320	)	$	(80,375	)	$	(247,934	)	$	(239,220	)

The weighted-average discount rates were as follows:


	September 30, 2025			December 31, 2024
Term Life Insurance
Original discount rate		5.02	%		4.95	%
Current discount rate		5.65	%		5.69	%

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

(12) Stockholders’ Equity

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


	Nine months ended September 30,
	2025			2024
	(In thousands)
Common stock, beginning of period		33,368			34,996
Shares of common stock issued when sales restrictions on restricted stock units (“RSUs”) lapsed and performance-based stock units (“PSUs”) were earned		120			152
Common stock retired		(1,412	)		(1,640	)
Common stock, end of period		32,076			33,508

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 September 30, 2025, we had a total of 206,569 RSUs and director deferred shares outstanding and 44,548 PSUs outstanding. The PSU outstanding balance is based on the number of PSUs granted pursuant to the award agreements; however, the actual number of common shares earned could be higher or lower based on actual versus targeted performance. See Note 14 (Share-Based Transactions) for discussion of the PSU award structure.

On November 14, 2024, our Board authorized, and the Company announced, a share repurchase program for up to $450.0 million of our outstanding common stock for purchases from November 14, 2024 through December 31, 2025 (the “Share Repurchase Program”). Under the Share Repurchase Program, we repurchased 1,381,935 shares of our common stock in the open market for an aggregate purchase price of $376.1 million through September 30, 2025. Approximately $73.9 million remains available for repurchases of our outstanding common stock under the Share Repurchase Program as of September 30, 2025.

(13) Earnings Per Share

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

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

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

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

The calculation of basic and diluted EPS was as follows:


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands, except per-share amounts)
Basic EPS:
Numerator (continuing operations):
Income from continuing operations	$	206,793		$	194,737		$	554,187		$	552,452
Income attributable to unvested participating securities		(678	)		(704	)		(1,837	)		(1,872	)
Income from continuing operations used in calculating basic EPS	$	206,115		$	194,033		$	552,350		$	550,580
Numerator (discontinued operations):
Loss from discontinued operations	$	-		$	(30,364	)	$	-		$	(249,005	)
Loss attributable to unvested participating securities		-			92			-			700
Loss from discontinued operations used in calculating basic EPS	$	-		$	(30,272	)	$	-		$	(248,305	)
Denominator:
Weighted-average vested shares		32,404			33,834			32,852			34,365
Basic EPS from continuing operations	$	6.36		$	5.73		$	16.81		$	16.02
Basic EPS from discontinued operations		-			(0.89	)		-			(7.22	)
Basic EPS	$	6.36		$	4.84		$	16.81		$	8.80

Diluted EPS:
Numerator (continuing operations):
Income from continuing operations	$	206,793		$	194,737		$	554,187		$	552,452
Income attributable to unvested participating securities		(678	)		(703	)		(1,835	)		(1,869	)
Income from continuing operations used in calculating diluted EPS	$	206,115		$	194,034		$	552,352		$	550,583
Numerator (discontinued operations):
Loss from discontinued operations	$	-		$	(30,364	)	$	-		$	(249,005	)
Loss attributable to unvested participating securities		-			92			-			698
Loss from discontinued operations used in calculating diluted EPS	$	-		$	(30,272	)	$	-		$	(248,307	)
Denominator:
Weighted-average vested shares		32,404			33,834			32,852			34,365
Dilutive effect of incremental shares to be issued for contingently-issuable shares		47			57			46			56
Weighted-average shares used in calculating diluted EPS		32,451			33,891			32,898			34,421
Diluted EPS from continuing operations	$	6.35		$	5.72		$	16.79		$	16.00
Diluted EPS from discontinued operations		-			(0.89	)		-			(7.22	)
Diluted EPS	$	6.35		$	4.83		$	16.79		$	8.78

(14) Share-Based Transactions

The Company has outstanding equity awards under the Primerica, Inc. 2020 Omnibus Incentive Plan (the “OIP”), which was approved by the Company’s stockholders on May 13, 2020. The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, and stock payment awards, as well as cash-based awards. In addition to time-based vesting requirements, awards granted under the OIP may also be subject to specified performance criteria. Under the OIP, the Company issues equity awards to our management (officers and other key employees), non-employees who serve on our Board, and independent sales force leaders. For more information on equity awards granted under the OIP, see Note 16 (Share-Based Transactions) to our consolidated financial statements in our 2024 Annual Report.

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

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	(In thousands)
Equity awards expense recognized	$	4,325	$	3,875	$	19,802	$	19,543
Equity awards expense deferred		1,714		2,337		5,294		7,170

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

•

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

•

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

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

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	(In thousands)
Term Life Insurance segment	$	437	$	890	$	2,658	$	3,986
Investment and Savings Products segment		721		713		2,608		2,467
Corporate and Other Distributed Products segment		3,167		1,028		14,536		11,551
Total non-cash share-based compensation expense	$	4,325	$	2,631	$	19,802	$	18,004

(15) Commitments and Contingent Liabilities

The Company is involved from time-to-time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters.

(16) Revenue from Contracts with Customers

Our revenues from contracts with customers primarily include:

•

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

•

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

•

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

•

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

•

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

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

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

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	(In thousands)
Term Life Insurance segment revenues:
Other, net	$	12,189	$	14,206	$	37,155	$	39,479
Total segment revenues from contracts with customers		12,189		14,206		37,155		39,479
Revenues from sources other than contracts with customers		451,112		436,100		1,325,820		1,278,182
Total Term Life Insurance segment revenues	$	463,301	$	450,306	$	1,362,975	$	1,317,661

Investment and Savings Products segment revenues:
Commissions and fees
Sales-based revenues	$	118,637	$	96,269	$	345,841	$	286,192
Asset-based revenues		158,681		128,296		439,624		362,406
Account-based revenues		24,420		24,107		73,008		71,027
Other, net		3,445		3,646		10,013		10,128
Total segment revenues from contracts with customers		305,183		252,318		868,486		729,753
Revenues from sources other than contracts with customers (segregated funds)		13,605		13,755		39,412		40,942
Total Investment and Savings Products segment revenues	$	318,788	$	266,073	$	907,898	$	770,695

Corporate and Other Distributed Products segment revenues:
Commissions and fees	$	10,147	$	9,474	$	30,593	$	28,472
Other, net		1,098		1,251		3,093		2,719
Total segment revenues from contracts with customers		11,245		10,725		33,686		31,191
Revenues from sources other than contracts with customers		46,518		47,025		133,469		181,486
Total Corporate and Other Distributed Products segment revenues	$	57,763	$	57,750	$	167,155	$	212,677

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 September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	(In thousands)
Balance, beginning of period	$	56,815		$	59,880		$	58,079		$	61,372
Commissions revenue		4,830			4,988			15,906			15,890
Less: collections		(6,207	)		(6,263	)		(18,547	)		(18,657	)
Balance, at the end of period	$	55,438		$	58,605		$	55,438		$	58,605

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

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

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

This MD&A is divided into the following sections:

•

Business Overview

•

Business Trends and Conditions

•

Factors Affecting Our Results

•

Critical Accounting Estimates

•

Results of Operations

•

Financial Condition

•

Liquidity and Capital Resources

Business Overview

We are a leading provider of financial products and services to middle-income households in the United States and Canada primarily through a network of independent contractor sales representatives (“independent sales representatives” or “independent sales force”). We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments, and other financial products, which we distribute primarily on behalf of third parties. We have two primary operating segments, Term Life Insurance and Investment and Savings Products, and a third segment, Corporate and Other Distributed Products.

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

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

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

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

Business Trends and Conditions

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

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

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

Volatility in capital markets in recent periods has continued to impact our business. Strong equity market performance in 2023 and 2024 influenced product sales and client asset values that drive revenue in the Investment and Savings Products segment. Equity market prices have generally increased from the beginning of 2025 to September 30, 2025, which has continued to have a favorable impact on our Investment and Savings Products segment. The rise in market interest rates in 2022 and further rate increases in 2023 have largely driven the unrealized losses that have accumulated in our investment portfolio, although these unrealized losses have declined as interest rates decreased. We have not recognized losses caused by interest rate volatility in the income statement for securities where we have no present intention to dispose of them and we have the ability to hold these investments until maturity or a market price recovery. Elevated interest rates have also led to increases in net investment income as we are able to earn higher returns on our new debt securities purchases and cash balances.

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

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

Size of the Independent Sales Force.

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

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


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
New recruits		101,156		142,655		282,947		349,928
New life-licensed independent sales representatives		12,482		14,349		37,724		41,700

The number of new recruits decreased during the three and nine months ended September 30, 2025 compared to the same periods in 2024. The decreases are partly driven by the comparison to the 2024 periods, which included exceptionally strong activity, but the number of new recruits remains in line with historical trends. Approximately 81,000 individuals were recruited as a result of special incentives that were in place following our biennial convention in the third quarter of 2024.

New life-licensed independent sales representatives decreased during the three and nine months ended September 30, 2025 compared to the same periods in 2024, likely influenced by the same period-over-period dynamics that impacted the decline in number of new recruits. Despite the year-over-year decline, licensing activity in 2025 has remained comparable to historical levels.

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


	September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024
Life-licensed independent sales representatives, at period end		152,200		152,592		152,167		151,611

The number of life-licensed independent sales representatives remained relatively flat during the 2025 periods as agent licensing activity was consistent with agent non-renewals.

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 (typically between 0.20 and 0.24), were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Average number of life-licensed independent sales representatives		152,494		147,128		152,218		144,455
Number of new policies issued		79,379		93,377		255,644		280,732
Average monthly rate of new policies issued per life-licensed independent sales representative		0.17		0.21		0.19		0.22

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

New policies issued during the three and nine months ended September 30, 2025 decreased compared to the same periods in 2024. Factors that may have contributed to the decline include economic uncertainty among middle income households and challenging comparisons to the outsized life policy sales production noted in the prior year periods.

Productivity in the three and nine months ended September 30, 2025, measured by the average monthly rate of new policies issued per life-licensed independent sales representative, was below our typical range and decreased from the same periods in 2024. The combination of lower life insurance policy sales as discussed above and growth in the size of the sales force since the beginning of 2024 have contributed to lower productivity.

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


	Three months ended September 30,												Nine months ended September 30,
	2025			% of beginning balance			2024			% of beginning balance			2025			% of beginning balance			2024			% of beginning balance
	(Dollars in millions)
Face amount in-force, beginning of period	$	968,312					$	950,880					$	953,583					$	944,609
Net change in face amount:
Issued face amount		27,067			3	%		30,793			3	%		85,814			9	%		92,673			10	%
Terminations		(26,159	)		(3	)%		(25,264	)		(3	)%		(75,934	)		(8	)%		(76,827	)		(8	)%
Foreign currency		(2,196	)	*				1,402		*				3,561		*				(2,644	)	*
Net change in face amount		(1,288	)	*				6,931		*				13,441			1	%		13,202			1	%
Face amount in-force, end of period	$	967,024					$	957,811					$	967,024					$	957,811

* Less than 1%.

The face amount of term life insurance policies in-force decreased slightly for the three months ended September 30, 2025 primarily as a result of a stronger U.S. dollar in relation to the Canadian dollar even as the face amount issued exceeded the face amount terminated. Issued face amount decreased during the three months ended September 30, 2025 compared to the same period in 2024 primarily due to the decrease in the number of new policies issued as discussed above. Policy terminations increased slightly during the three months ended September 30, 2025 compared to the same period in 2024 but were largely consistent when measured as a percentage of beginning face amount in-force.

The face amount of term life insurance policies in-force increased for the nine months ended September 30, 2025 as the face amount issued exceeded the face amount terminated. Issued face amount decreased during the nine months ended September 30, 2025 primarily due to the decrease in the number of new policies issued as discussed above. Policy terminations decreased modestly year-over-year during the nine months ended September 30, 2025 compared to the same period in 2024 but were largely consistent when measured as a percentage of beginning face amount in-force.

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

Investment and savings product sales were as follows:


	Three months ended September 30,				Change						Nine months ended September 30,				Change
	2025		2024		$			%			2025		2024		$			%
	(Dollars in millions)
Product sales:
U.S. retail mutual funds	$	1,298	$	1,163	$	135			12	%	$	3,860	$	3,553	$	307			9	%
Canada retail mutual funds - with up-front sales commissions		186		146		40			27	%		575		473		102			22	%
Annuities and other		1,253		981		272			28	%		3,635		2,857		778			27	%
Total sales-based revenue generating product sales		2,737		2,290		447			20	%		8,070		6,883		1,187			17	%
Managed investments		717		412		305			74	%		1,948		1,239		709			57	%
Canada retail mutual funds - no up-front sales commissions		245		189		56			29	%		760		584		176			30	%
Segregated funds		13		14		(1	)		(7	)%		42		52		(10	)		(19	)%
Total product sales	$	3,712	$	2,905	$	807			28	%	$	10,820	$	8,758	$	2,062			24	%

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


	Three months ended September 30,												Nine months ended September 30,
	2025			% of beginning balance			2024			% of beginning balance			2025			% of beginning balance			2024			% of beginning balance
	(Dollars in millions)
Asset values, beginning of period	$	120,224					$	105,112					$	112,082					$	96,735
Net change in asset values:
Inflows		3,712			3	%		2,905			3	%		10,820			10	%		8,758			9	%
Redemptions (1)		(3,348	)		(3	)%		(2,649	)		(3	)%		(9,430	)		(8	)%		(8,200	)		(8	)%
Net flows (1)		364		*				256		*				1,390			1	%		558		*
Change in fair value, net (1)		6,562			5	%		5,676			5	%		12,790			11	%		14,306			15	%
Foreign currency, net		(357	)	*				203		*				531		*				(352	)	*
Net change in asset values		6,569			5	%		6,135			6	%		14,711			13	%		14,512			15	%
Asset values, end of period	$	126,793					$	111,247					$	126,793					$	111,247

(1)

The previously reported statistical information of redemptions, net flows and change in fair value, net for the three and nine months ended September 30, 2024 have been restated to reflect a correction in our methodology for presenting redemptions and calculating the change in market value for Canadian mutual fund client assets. This restatement has no impact on our financial statements, results of operations, product sales, nor average and ending client asset values during the relevant periods. In addition, we have assessed the qualitative impact of this correction as immaterial, most notably due to the immaterial impact that higher projections of future client asset redemptions would have on future earnings estimates. Redemptions, net flows, and change in fair value, net were previously reported as $(2,461) million, $444 million, and $5,488 million, respectively, for the three months ended September 30, 2024, and $(7,617) million, $1,141 million, and $13,723 million, respectively, for the nine months ended September 30, 2024.

* Less than 1%.

Average client asset values were as follows:


	Three months ended September 30,				Change						Nine months ended September 30,				Change
	2025		2024		$			%			2025		2024		$			%
	(Dollars in millions)
Average client asset values:
U.S. retail mutual funds	$	58,410	$	52,721	$	5,689			11	%	$	55,794	$	50,765	$	5,029			10	%
Canada retail mutual funds		16,452		13,959		2,493			18	%		15,387		13,356		2,031			15	%
Annuities and other		32,189		28,921		3,268			11	%		30,795		27,647		3,148			11	%
Managed investments		13,759		10,216		3,543			35	%		12,488		9,466		3,022			32	%
Segregated funds		2,307		2,334		(27	)		(1	)%		2,239		2,315		(76	)		(3	)%
Total average client asset values	$	123,117	$	108,151	$	14,966			14	%	$	116,703	$	103,549	$	13,154			13	%

Average number of fee-generating positions were as follows:


	Three months ended September 30,				Change					Nine months ended September 30,				Change
	2025		2024		Positions		%			2025		2024		Positions		%
	(Positions in thousands)
Average number of fee-generating positions (1):
Recordkeeping and custodial		2,448		2,393		55		2	%		2,435		2,377		58		2	%
Recordkeeping only		902		865		37		4	%		893		857		36		4	%
Total average number of fee-generating positions		3,350		3,258		92		3	%		3,328		3,234		94		3	%

(1)

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

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

Product sales. Investment and savings product sales increased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to sustained positive investor sentiment that followed strong equity market performance in 2023 and 2024 and continued during 2025. In particular, variable annuity product sales continued to grow as the guarantees offered by these products became more appealing to investors given strong equity market performance, expanded product offerings, and elevated interest rates leading up to and continuing through the first nine months of 2025. In addition, the increase in product sales for managed investments resulted from continued strength in investor demand for these products as well as the expansion of investment strategies offered on our platform. U.S. retail mutual fund sales also increased compared to the prior year period due to strong investor demand.

Rollforward of client asset values. Client asset values increased during the three months ended September 30, 2025 and the three months ended September 30, 2024 primarily due to strong equity market performance, as well as positive net flows during the three months ended September 30, 2025. Partially offsetting these increases was movement in the foreign exchange rate as the U.S. dollar strengthened in relation to the Canadian dollar, which negatively impacted Canadian client asset values when translated to U.S. dollars for reporting purposes during the three months ended September 30, 2025.

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

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

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

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

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

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

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

Regulatory Changes.

Restrictions on compensation models in Canada. In response to regulatory changes in Canada by the Canadian Securities Administrators (“CSA,” the provincial and territorial securities commissions), we developed a set of mutual fund products with two third-party mutual fund companies that are sold exclusively by the independent sales representatives (the “Principal Distributor funds”). The revenue we receive is primarily in the form of asset-based distribution fees from the mutual fund companies and asset-based service

fees that are charged to investors. In turn, the primary compensation we offer independent sales representatives is the option of an up-front sales commission or higher asset-based commissions over time. Although we received the requisite approval, the CSA indicated to us at the time of such approval that the CSA would be closely examining the Principal Distributor funds model. The CSA launched a public consultation on the model and related sales practices. In response to its public consultation, the CSA may consider future amendments that would require modifications to our Principal Distributor model, including with respect to its up-front commission features paid to independent sales representatives. At this time, we cannot quantify the financial impact, if any, of future changes to our business that may be necessary if our Principal Distributor funds model is required to be modified or discontinued.

Factors Affecting Our Results

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

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

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

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

•

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

•

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

•

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

•

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

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

In 2010, as part of our corporate reorganization and the initial public offering of our common stock, we entered into significant coinsurance transactions (the “IPO coinsurance transactions”) with entities then affiliated with Citigroup, Inc. (collectively, the “IPO

coinsurers”) and ceded between 80% and 90% of the risks and rewards of term life insurance policies that were in-force at year-end 2009. We administer all such policies subject to these coinsurance agreements. Policies reaching the end of their initial level term period are no longer ceded under the IPO coinsurance transactions.

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

•

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

•

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

•

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

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

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

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

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

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

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

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

•

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

•

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

•

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

Corporate and Other Distributed Products Segment. We earn revenues and pay commissions and referral fees within the Corporate and Other Distributed Products segment for mortgage loan originations, prepaid legal services, auto and homeowners’ insurance referrals, and other financial products, all of which are originated by third parties. The Corporate and Other Distributed Products segment also includes in-force policies from several discontinued lines of insurance underwritten by NBLIC.

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

The Corporate and Other Distributed Products segment also includes corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to the Term Life Insurance and Investment and Savings Products segments), interest expense on 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 12 (Stockholders’ Equity) and Note 15 (Commitments and Contingent Liabilities) to our unaudited condensed consolidated financial statements included elsewhere in this report for more information on changes in our capital structure.

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

Critical Accounting Estimates

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

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

Results of Operations

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


	Three months ended September 30,						Change						Nine months ended September 30,						Change
	2025			2024			$			%			2025			2024			$			%
	(Dollars in thousands)
Revenues:
Direct premiums	$	868,651		$	852,452		$	16,199			2	%	$	2,593,750		$	2,538,856		$	54,894			2	%
Ceded premiums		(414,104	)		(412,645	)		1,459		*				(1,258,034	)		(1,249,970	)		8,064		*
Net premiums		454,547			439,807			14,740			3	%		1,335,716			1,288,886			46,830			4	%
Commissions and fees		325,490			271,901			53,589			20	%		928,478			789,039			139,439			18	%
Investment income net of investment expenses		56,907			57,017			(110	)	*				168,796			164,719			4,077			2	%
Interest expense on surplus note		(14,476	)		(15,908	)		(1,432	)		(9	)%		(43,766	)		(47,352	)		(3,586	)		(8	)%
Net investment income		42,431			41,109			1,322			3	%		125,030			117,367			7,663			7	%
Realized investment gains (losses)		170			311			(141	)	*				(2,251	)		882			(3,133	)	*
Other investment gains (losses)		482			1,898			(1,416	)	*				794			2,533			(1,739	)	*
Investment gains (losses)		652			2,209			(1,557	)	*				(1,457	)		3,415			(4,872	)	*
Other, net		16,732			19,103			(2,371	)		(12	)%		50,261			102,326			(52,065	)	*
Total revenues		839,852			774,129			65,723			8	%		2,438,028			2,301,033			136,995			6	%

Benefits and expenses:
Benefits and claims		172,152			164,363			7,789			5	%		499,507			480,714			18,793			4	%
Future policy benefits remeasurement (gain) loss		(23,114	)		(23,019	)		95		*				(32,282	)		(27,294	)		4,988		*
Amortization of DAC		81,498			75,539			5,959			8	%		240,091			221,231			18,860			9	%
Sales commissions		174,688			142,254			32,434			23	%		499,097			415,546			83,551			20	%
Insurance expenses		64,131			63,529			602		*				193,299			189,363			3,936			2	%
Insurance commissions		5,499			7,180			(1,681	)		(23	)%		17,374			24,213			(6,839	)		(28	)%
Interest expense		5,985			6,093			(108	)		(2	)%		17,990			18,964			(974	)		(5	)%
Other operating expenses		87,334			83,612			3,722			4	%		275,462			257,561			17,901			7	%
Total benefits and expenses		568,173			519,551			48,622			9	%		1,710,538			1,580,298			130,240			8	%
Income from continuing operations before income taxes		271,679			254,578			17,101			7	%		727,490			720,735			6,755		*
Income taxes		64,886			59,841			5,045			8	%		173,303			168,283			5,020			3	%
Income from continuing operations		206,793			194,737			12,056			6	%		554,187			552,452			1,735		*
Loss from discontinued operations, net of income taxes		-			(30,364	)		(30,364	)	*				-			(249,005	)		(249,005	)	*
Net income	$	206,793		$	164,373		$	42,420		*			$	554,187		$	303,447		$	250,740		*

* Less than 1% or not meaningful.

Results for the Three Months Ended September 30, 2025

Total revenues. Total revenues increased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 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 September 30, 2025 compared to the three months ended September 30, 2024 largely due to higher sales commissions in our Investment and Savings Products segment. Also contributing to the year-over-year increase were higher benefits and claims and amortization of DAC in our Term Life Insurance segment. Insurance and other operating expenses increased in the 2025 period compared to the 2024 period primarily due to an increase in employee-related costs and higher growth-related costs. 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 23.9% for the three months ended September 30, 2025 was largely consistent with the comparable effective income tax rate from continuing operations of 23.5% for the three months ended September 30, 2024.

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

Results for the Nine Months Ended September 30, 2025

Total revenues. Total revenues increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to the same factors as described in the three month comparison. This increase was partially offset by a one-time $50.0 million gain recognized within Other, net revenue in our Corporate and Other Distributed Products segment in the prior year period related to payments received under a Representation and Warranty insurance policy.

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

Income taxes. The effective income tax rate of 23.8% for the nine months ended September 30, 2025 was largely consistent with the comparable effective income tax rate from continuing operations of 23.3% for the nine months ended September 30, 2024. The effective tax rate in the 2024 period included two largely offsetting, non-recurring items. More specifically, we recognized a valuation allowance against e-TeleQuote state operating losses that was required to be presented in income tax expense from continuing operations, the impact of which was largely offset by the non-taxable $50.0 million gain noted above.

For additional information, see the Segment Results discussions below.

Segment Results

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


	Three months ended September 30,						Change						Nine months ended September 30,						Change
	2025			2024			$			%			2025			2024			$			%
	(Dollars in thousands)
Revenues:
Direct premiums	$	864,047		$	847,626		$	16,421			2	%	$	2,580,396		$	2,524,615		$	55,781			2	%
Ceded premiums		(412,935	)		(411,526	)		1,409		*				(1,254,576	)		(1,246,433	)		8,143		*
Net premiums		451,112			436,100			15,012			3	%		1,325,820			1,278,182			47,638			4	%
Other, net		12,189			14,206			(2,017	)		(14	)%		37,155			39,479			(2,324	)		(6	)%
Total revenues		463,301			450,306			12,995			3	%		1,362,975			1,317,661			45,314			3	%
Benefits and expenses:
Benefits and claims		168,319			160,652			7,667			5	%		488,287			470,766			17,521			4	%
Future policy benefits remeasurement (gain) loss		(23,392	)		(28,203	)		(4,811	)	*				(32,537	)		(32,802	)		(265	)	*
Amortization of DAC		79,876			73,698			6,178			8	%		235,184			216,105			19,079			9	%
Insurance expenses		63,058			62,395			663			1	%		189,919			185,849			4,070			2	%
Insurance commissions		2,755			3,410			(655	)		(19	)%		7,641			13,242			(5,601	)		(42	)%
Total benefits and expenses		290,616			271,952			18,664			7	%		888,494			853,160			35,334			4	%
Income from continuing operations before income taxes	$	172,685		$	178,354		$	(5,669	)		(3	)%	$	474,481		$	464,501		$	9,980			2	%

* Less than 1% or not meaningful.

Results for the Three Months Ended September 30, 2025

Net premiums. Direct premiums increased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 largely due to the layering effect of new policy sales that contributed to growth in the in-force book of business. This increase was partially offset by a slight increase in ceded premiums, which includes $2.1 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, and was reduced by $0.7 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions.

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

Future policy benefits remeasurement (gain) loss. Future policy benefits remeasurement gain decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and represents the impact of long-term assumption changes made during the third quarters of 2025 and 2024 in connection with the annual assumption reviews as well as differences in experience variances that occurred in each period. The remeasurement gain recognized in the 2025 period is primarily due to an

assumption change related to a reduction of expected mortality benefits while the remeasurement gain recognized in the 2024 period was primarily related to a reduction of the expected cost of waiver of premium benefits. Refer to Note 11 (Future Policy Benefits) to our unaudited condensed consolidated financial statements included elsewhere in this report for further details.

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

Results for the Nine Months Ended September 30, 2025

Net premiums. Direct premiums increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 largely due to the layering effect of new policy sales that contributed to growth in the in-force book of business. This increase was partially offset by a slight increase in ceded premiums, which includes $18.6 million in higher non-level YRT reinsurance ceded premiums as business not subject to the IPO coinsurance transactions ages, and was reduced by $10.5 million in lower coinsurance ceded premiums due to the run-off of business subject to the IPO coinsurance transactions.

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

Future policy benefits remeasurement (gain) loss. Future policy benefits remeasurement gain slightly decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to differences in assumption changes and experience variances recognized during each period. Refer to Note 11 (Future Policy Benefits) to our unaudited condensed consolidated financial statements included elsewhere in this report for further details.

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

Insurance commissions. Insurance commissions decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as a result of lower non-deferrable commissions as well as a small change in the dollar value of commissions deferred that was made beginning in the second quarter of 2024.

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


	Three months ended September 30,				Change						Nine months ended September 30,				Change
	2025		2024		$			%			2025		2024		$			%
	(Dollars in thousands)
Revenues:
Commissions and fees:
Sales-based revenues	$	118,637	$	96,269	$	22,368			23	%	$	345,841	$	286,192	$	59,649			21	%
Asset-based revenues		172,286		142,051		30,235			21	%		479,036		403,348		75,688			19	%
Account-based revenues		24,420		24,107		313			1	%		73,008		71,027		1,981			3	%
Other, net		3,445		3,646		(201	)		(6	)%		10,013		10,128		(115	)		(1	)%
Total revenues		318,788		266,073		52,715			20	%		907,898		770,695		137,203			18	%
Expenses:
Amortization of DAC		1,355		1,540		(185	)		(12	)%		4,060		4,219		(159	)		(4	)%
Insurance commissions		3,485		3,499		(14	)	*				10,229		10,242		(13	)	*
Sales commissions:
Sales-based		82,867		66,333		16,534			25	%		243,069		199,655		43,414			22	%
Asset-based		87,337		71,012		16,325			23	%		241,593		201,745		39,848			20	%
Other operating expenses		49,522		43,778		5,744			13	%		154,032		134,577		19,455			14	%
Total expenses		224,566		186,162		38,404			21	%		652,983		550,438		102,545			19	%
Income from continuing operations before income taxes	$	94,222	$	79,911	$	14,311			18	%	$	254,915	$	220,257	$	34,658			16	%

* Less than 1% or not meaningful.

Results for the Three Months Ended September 30, 2025

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

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

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

Results for the Nine Months Ended September 30, 2025

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

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

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

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


	Three months ended September 30,						Change						Nine months ended September 30,						Change
	2025			2024			$			%			2025			2024			$			%
	(Dollars in thousands)
Revenues:
Direct premiums	$	4,604		$	4,826		$	(222	)		(5	)%	$	13,354		$	14,241		$	(887	)		(6	)%
Ceded premiums		(1,169	)		(1,119	)		50			4	%		(3,458	)		(3,537	)		(79	)		(2	)%
Net premiums		3,435			3,707			(272	)		(7	)%		9,896			10,704			(808	)		(8	)%
Commissions and fees		10,147			9,474			673			7	%		30,593			28,472			2,121			7	%
Investment income net of investment expenses		56,907			57,017			(110	)	*				168,796			164,719			4,077			2	%
Interest expense on surplus note		(14,476	)		(15,908	)		(1,432	)		(9	)%		(43,766	)		(47,352	)		(3,586	)		(8	)%
Net investment income		42,431			41,109			1,322			3	%		125,030			117,367			7,663			7	%
Realized investment gains (losses)		170			311			(141	)	*				(2,251	)		882			(3,133	)	*
Other investment gains (losses)		482			1,898			(1,416	)	*				794			2,533			(1,739	)	*
Investment gains (losses)		652			2,209			(1,557	)	*				(1,457	)		3,415			(4,872	)	*
Other, net		1,098			1,251			(153	)		(12	)%		3,093			52,719			(49,626	)	*
Total revenues		57,763			57,750			13		*				167,155			212,677			(45,522	)		(21	)%
Benefits and expenses:
Benefits and claims		3,833			3,711			122			3	%		11,220			9,948			1,272			13	%
Future policy benefits remeasurement (gain) loss		278			5,184			(4,906	)	*				255			5,508			(5,253	)	*
Amortization of DAC		267			301			(34	)		(11	)%		847			907			(60	)		(7	)%
Insurance expenses		1,073			1,134			(61	)		(5	)%		3,380			3,514			(134	)		(4	)%
Insurance commissions		(741	)		271			(1,012	)	*				(496	)		729			(1,225	)	*
Sales commissions		4,484			4,909			(425	)		(9	)%		14,435			14,146			289			2	%
Interest expense		5,985			6,093			(108	)		(2	)%		17,990			18,964			(974	)		(5	)%
Other operating expenses		37,812			39,834			(2,022	)		(5	)%		121,430			122,984			(1,554	)		(1	)%
Total benefits and expenses		52,991			61,437			(8,446	)		(14	)%		169,061			176,700			(7,639	)		(4	)%
Income (loss) from continuing operations before income taxes	$	4,772		$	(3,687	)	$	(8,459	)	*			$	(1,906	)	$	35,977		$	(37,883	)	*

* Less than 1% or not meaningful.

Results for the Three Months Ended September 30, 2025

Total revenues. Total revenues were largely consistent during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Net investment income increased primarily due to continued growth of the invested asset portfolio. Investment income net of investment expenses includes interest earned on our held-to-maturity asset, which is offset by interest expense on the surplus note (“Surplus Note”), thereby eliminating any impact on net investment income. Amounts recognized for each line item will remain offsetting and will fluctuate from period to period along with the principal amounts of the held-to-maturity asset and the Surplus Note based on the balance of reserves being contractually supported under a redundant reserve financing transaction used by Vidalia Re, Inc. (“Vidalia Re”). For more information on the Surplus Note, see Note 12 (Debt) to our consolidated financial statements

in our 2024 Annual Report and Note 5 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.

Investment gains decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to a lower mark-to-market adjustment on equity securities held within our investment portfolio during the 2025 period compared to the prior year period.

Total benefits and expenses. Total benefits and expenses decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to a future policy benefits remeasurement loss recorded in 2024 connection with the refinement of assumptions on a closed block of non-term life insurance. In addition, the segment recognized lower other operating expenses in the 2025 period primarily due to lower legal expenses and a non-recurring charge recognized in the 2024 period for corporate restructuring costs associated with the decision to exit the Senior Health business.

Results for the Nine Months Ended September 30, 2025

Total revenues. Total revenues decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The largest contributor to the decrease was a $50.0 million gain recognized in the prior year period within Other, net revenue related to payments received under a Representation and Warranty insurance policy as discussed further in Note 4 (Segment Information) to our unaudited condensed consolidated financial statements included elsewhere in this report. Also contributing to the revenue decline was the recognition of $2.0 million of investment losses in the 2025 period related to the tender of bonds from a certain issuer that allowed us to reinvest the proceeds at current market interest rates rather than accept replacement bonds from the issuer at less favorable terms and a lower mark-to-market adjustment on equity securities held within our investment portfolio during the 2025 period compared to the prior year period. The decrease was partially offset by higher net investment income primarily due to continued growth of the invested asset portfolio in 2025.

Total benefits and expenses. Total benefits and expenses decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to the same factors as described in the three month comparison.

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 September 30, 2025, we did not hold any country of issuer concentrations outside of the U.S. or Canada that represented more than 5% of the fair value of our available-for-sale invested asset portfolio or any industry concentrations of corporate bonds that represented more than 10% of the fair value of our available-for-sale invested asset portfolio.

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

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

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

Our invested asset portfolio is subject to a variety of risks, including risks related to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. Investment guideline restrictions have been established to minimize the effect of these risks but may not always be effective due to factors beyond our control. Interest rates and credit spreads are highly

sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A significant increase in interest rates or credit spreads could result in significant unrealized losses in the value of our invested asset portfolio. We believe that fluctuations caused by movement in interest rates and credit spreads generally have little bearing on the recoverability of our investments as we have the ability to hold these investments until maturity or a market price recovery and we have no present intention to dispose of them.

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


	September 30, 2025	December 31, 2024
Average rating of our fixed-maturity portfolio	A	A
Average duration of our fixed-maturity portfolio	5.4 years	5.1 years
Average book yield of our fixed-maturity portfolio	4.27%	4.14%

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


	September 30, 2025					December 31, 2024
	Amortized cost (1)		%			Amortized cost (1)		%
	(Dollars in thousands)
AAA	$	633,207		19	%	$	615,348		20	%
AA		478,586		15	%		414,052		13	%
A		787,464		24	%		770,616		24	%
BBB		1,343,722		41	%		1,315,973		42	%
Below investment grade		30,845	*				36,548		1	%
Not rated		2,790	*				2,957	*
Total	$	3,276,614		100	%	$	3,155,494		100	%

(1)

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

* Less than 1%.

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


	September 30, 2025
Issuer	Fair value			Amortized cost (1)			Unrealized gain (loss)			Credit rating
	(Dollars in thousands)
Government of Canada	$	16,537		$	16,905		$	(368	)	AAA
ONEOK Inc.		15,259			15,443			(184	)	BBB
Province of Alberta Canada		14,954			15,363			(409	)	AA-
Morgan Stanley		14,925			14,844			81		BBB+
Province of Ontario Canada		14,527			14,601			(74	)	A+
Ontario Teachers’ Pension Plan		13,790			14,242			(452	)	AA+
Realty Income Corp		13,685			13,982			(297	)	A-
Manulife Financial Corp		13,087			13,373			(286	)	A
Berkshire Hathaway Inc		12,683			12,500			183		AA
Province of Quebec Canada		12,385			12,487			(102	)	AA-
Total – ten largest holdings	$	141,832		$	143,740		$	(1,908	)
Total – fixed-maturity securities	$	3,160,450		$	3,276,614
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 5 (Investments) to our unaudited condensed consolidated financial statements included elsewhere in this report.

Liquidity and Capital Resources

Dividends and other payments to the Parent Company from its subsidiaries are our principal sources of cash. The amount of dividends paid by the subsidiaries is dependent on their capital needs to fund future growth and applicable regulatory restrictions. The primary uses of funds by the Parent Company include the payments of stockholder dividends, interest on note payable, general operating expenses, and income taxes, as well as repurchases of shares of our common stock outstanding. As of September 30, 2025, the Parent Company had cash and invested assets of $370.2 million.

The Parent Company’s subsidiaries generate operating cash flows primarily from term life insurance premiums (net of premiums ceded to reinsurers), income from invested assets, commissions and fees collected from the distribution of investment and savings products, as well as other financial products. The subsidiaries’ principal operating cash outflows include the payment of insurance claims and

benefits (net of ceded claims recovered from reinsurers), commissions to the independent sales force, insurance and other operating expenses, interest expense for future policy benefit reserves financing transactions, and income taxes.

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


	Nine months ended September 30,						Change
	2025			2024			$
	(In thousands)
Net cash provided by (used in) operating activities	$	562,934		$	591,448		$	(28,514	)
Net cash provided by (used in) investing activities		(115,811	)		(181,570	)		65,759
Net cash provided by (used in) financing activities		(491,638	)		(471,776	)		(19,862	)
Effect of foreign exchange rate changes on cash		1,549			(1,108	)		2,657
Change in cash and cash equivalents	$	(42,966	)	$	(63,006	)	$	20,040

Operating Activities. Cash flows provided by operating activities decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 largely due to the timing of purchases, maturities, and sales of financial instruments classified as trading securities, which are classified as cash flows from operating activities. Cash flows from receipts and payments of other items that were attributable to operating activities were primarily influenced by timing differences that largely offset in the aggregate when comparing the 2025 period to the 2024 period.

Investing Activities. Cash flows used in investing activities decreased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to fluctuations in the timing of maturities, sales and reinvestments of debt securities held in our available-for-sale investment portfolio, partially offset by the impact of the $50.0 million received under a Representation and Warranty insurance policy in the 2024 period. In addition, $18.6 million of cash was included in the disposal of the Senior Health business in the 2024 period.

Financing Activities. Cash flows used in financing activities increased during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to 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 September 30, 2025, 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 September 30, 2025, Primerica Life Canada was in compliance with Canada’s minimum capital requirements as defined by OSFI.

Redundant Reserve Financing. The Model Regulation entitled 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 2024 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 September 30, 2025. No events of default occurred during the three and nine months ended September 30, 2025.

Rating Agencies. There have been no changes to Primerica, Inc.’s Senior Notes ratings or Primerica Life’s financial strength ratings since December 31, 2024.

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 2024 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 September 30, 2025.

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 contains language that allows for the Company and the lenders to agree on a comparable or successor reference rate in the event SOFR is no longer available. 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 September 30, 2025,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 and nine months ended September 30, 2025.

Contractual Obligations Update. There have been no material changes in contractual obligations from those disclosed in the 2024 Annual Report.

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, persistency, disability or reinsurance.

•

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 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 sales force, which could adversely affect our mortgage brokerage business.

•

Our mortgage brokerage business is highly regulated and subject to various 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.

•

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.

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.

•

The current legislative and regulatory climate with regard to financial services could 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 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.

•

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

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, 2024. 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 2024 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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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 15 (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 following replaces the heading in our 2024 Annual Report that states “Risks Related to Legislative and Regulatory Changes” and that first risk factor contained under that heading. All other risk factors contained in our 2024 Annual Report are incorporated herein by reference.

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 United States 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, financial condition and results of operations.

Our business is subject to many laws, regulations and government policies that could relate to, among other things, consumer protection, fair credit reporting, financial privacy, consumer fraud, anti-money laundering, worker classification standards, worker eligibility, corporate taxation, artificial intelligence or algorithmic underwriting, and transactions with certain countries. These laws and regulations often are subject to the political climate.

Changes in any of these laws, regulations or government policies may require additional compliance procedures or other business adjustments, which could have a material adverse effect on our business, financial condition, and results of operations.

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

During the quarter ended September 30, 2025, 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)
July 1 - 31, 2025		163,944	$	273.55		163,872	$	158,091,522
August 1 - 31, 2025		162,576		270.62		162,576		114,095,401
September 1 - 30, 2025		153,855		260.02		153,824		74,098,791
Total		480,375	$	268.23		480,272	$	74,098,791

(1)

Consists of repurchases of (a) 103 shares of common stock at an average price of $272.04 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 14, 2024, our Board of Directors authorized, and the Company announced, a share repurchase program for purchases of up to $450.0 million of our outstanding common stock from November 14, 2024 through December 31, 2025.

For information regarding year-to-date share repurchases, refer to Note 12 (Stockholders’ Equity) to our unaudited condensed consolidated financial statements included elsewhere in this report.

ITEM 5. OTHER INFORMATION.

Trading Plans

During the quarter ended September 30, 2025, none of our directors or executive officers adopted 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.

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

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.

November 6, 2025	/s/ Tracy X. Tan
	Tracy X. Tan
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Primerica - 10-Q quarterly report FY2025 Q3

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