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Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity  
Stockholders' Equity

Note 11—Stockholders’ Equity

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Common stock

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We issued 11,359 and 21,245 shares of common stock in the nine months ended September 30, 2024, and 2023, respectively, under our long-term retention plan (“LTR Plan”). The shares were purchased by the participants in the LTR Plan with payment made to us of $0.3 million in both the nine months ended September 30, 2024, and 2023. Our LTR Plan for certain managers and executives allows participants to use a portion of their annual bonus amount to purchase our common stock at a discount from the market price. The shares purchased in the nine months ended September 30, 2024, were a portion of bonus amounts earned in 2023, and the number of shares purchased was calculated based on 75% of the average daily closing market price of our common stock during December 2023. The shares purchased in the nine months ended September 30, 2023, were for bonus amounts earned in 2022, and the number of shares was calculated based on 75% of the average daily closing market price during December 2022.

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During the three months ended September 30, 2024, and 2023, we issued 4,920 and 8,856 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors. During

the nine months ended September 30, 2024, and 2023, we issued 19,304 and 31,240 shares of common stock, respectively, as part of the quarterly compensation of the non-employee members of the Board of Directors.

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During the three and nine months ended September 30, 2024, a total of 28,636 and 300,205 restricted and performance stock units, net of forfeitures for tax withholdings, respectively, were converted to common stock. There were 8,664 and 162,689 restricted stock units, net of forfeitures for tax withholdings, converted to common stock during the three and nine months ended September 30, 2023, respectively.

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Employee Stock Purchase Plan

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In May 2022, our shareholders approved the 2022 Primoris Services Corporation Employee Stock Purchase Plan (the “ESPP”), for which eligible full-time employees can purchase shares of our common stock at a discount. The purchase price of the stock is 90% of the lower of the market price at the beginning of the offering period or the end of the offering period. Purchases occur semi-annually, approximately 30 days following the filing of our Annual Report on Form 10-K for the fiscal year ended December 31 of each year, but in no cases can extend beyond March 31 of the period or year, and approximately 30 days following the filing of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 of each year. For the three months ended September 30, 2024, 6,437 shares were purchased at an average discounted purchase price of $45.14 per share. For the nine months ended September 30, 2024, 15,538 shares were purchased at an average discounted purchase price of $39.51 per share. For the three months ended September 30, 2023, 6,218 shares were purchased at an average discounted purchase price of $29.86 per share. For the nine months ended September 30, 2023, 12,538 shares were purchased at an average discounted purchase price of $25.85 per share.

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Share Purchase Plan

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In November 2021, our Board of Directors authorized a $25.0 million share purchase program. Under the share purchase program, we can, depending on market conditions, share price and other factors, acquire shares of our common stock on the open market or in privately negotiated transactions. In November 2023, our Board of Directors replenished the limit to $25.0 million and extended the program to December 31, 2024. During the nine months ended September 30, 2024 and 2023, we did not purchase any shares of common stock.

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