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Share-Based Transactions | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Share-Based Transactions | (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 |

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