Business Context and Reporting Period
Company: Primerica, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 20, 2026
Reporting Period: Event date of February 20, 2026
This filing reports the Board of Directors' approval and adoption of the Company's Fourth Amended and Restated By-Laws.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance amendments and does not contain financial performance data.
Material Changes
The primary material change is the amendment to the Company's By-Laws regarding the right of stockholders to call a special meeting. Key changes include:
- Threshold Requirement: Stockholders must own, in the aggregate, not less than a majority of the voting power of all shares entitled to vote on the matters to be brought before the proposed special meeting (the "Requisite Percentage").
- Ownership Duration: Requesting stockholders must maintain this ownership level as of the delivery date and for the twelve months preceding such date.
- Procedural Requirements: Requests must include the purpose of the meeting, specific information regarding business proposals or director nominations, and documentary evidence of stock ownership.
- Revocation Conditions: Requests are deemed revoked if shares are disposed of or if the Requisite Percentage is not maintained between the request date and the special meeting.
Guidance, Outlook, and Risks
Management Commentary: The Board adopted these amendments to establish clear informational and procedural requirements for stockholder-initiated special meetings.
Exceptions to Calling a Meeting: The Board is not required to call a special meeting if:
- The request does not comply with the By-Laws or applicable law.
- The request relates to an item not proper for stockholder action.
- The request is received during the 90-day period prior to the first anniversary of the preceding annual meeting through the date of the next annual meeting.
- An annual or special meeting with identical or substantially similar business was held within 120 days prior to the request.
- The Board has already called a meeting within 90 days to address similar business.
- The request involves a violation of law or contains materially inaccurate information.
Risks and Contingencies: The filing does not disclose new financial risks or contingencies. The changes primarily affect corporate governance procedures and stockholder rights.
Key Facts for Investor Verification
- Verify the full text of the Fourth Amended and Restated By-Laws filed as Exhibit 3.1 for complete legal definitions.
- Confirm the specific definition of "Similar Business" regarding director nominations and Board size changes.
- Review the 90-day blackout period preceding the annual meeting during which special meeting requests cannot be made.
- Understand that the "Requisite Percentage" for calling a special meeting is now set at a majority of voting power, a significant threshold for stockholder activism.