Primoris Services Corp (Form: 8-K, Received: 03/24/2023 16:07:52)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

March 24, 2023

Date of Report (Date of earliest event reported)

Primoris Services Corporation

(Exact name of Registrant as specified in its charter)


Delaware	001-34145	20-4743916
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2300 N. Field Street, Suite 1900, Dallas, Texas 75201

(Address of principal executive offices)

(Zip Code)

(214) 740-5600

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value	PRIM	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 24, 2023, Primoris Services Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), from Nasdaq and transfer the listing to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of its Common Stock on Nasdaq will end at market close on April 3, 2023, and that trading will commence on the NYSE at market open on April 4, 2023.

The Common Stock has been authorized for listing on NYSE, where it will continue to trade under the stock symbol “PRIM.”

Item 7.01 Regulation FD Disclosure

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to the NYSE.

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:



Exhibit No.		Description
99.1		Press Release dated March 24, 2023

104		Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 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 hereunto duly authorized.


		PRIMORIS SERVICES CORPORATION

Dated: March 24, 2023	By:	/s/ Kenneth M. Dodgen
		Kenneth M. Dodgen
		Executive Vice President, Chief Financial Officer

PRESS RELEASE

Primoris Services Corporation Announces Transfer of Listing of Common Stock to the New York Stock Exchange

Dallas, TX – March 24, 2023 – Primoris Services Corporation (NASDAQ Global Select: PRIM) (“Primoris” or the “Company”) announced today that it will transfer the listing of its common stock from The Nasdaq Stock Market LLC (“Nasdaq”) to the New York Stock Exchange (“NYSE”).

Primoris expects that its common stock will commence trading on the NYSE at market open on April 4, 2023 under its current ticker symbol “PRIM”. The Company’s common stock will continue to trade on Nasdaq until market close on April 3, 2023. The transfer is expected to be seamless and no action is required by investors and shareholders in Primoris.

“We are excited to take this next step in our journey as a company. Since our founding in 1960, we have grown from our roots as a pipeline construction company to one of the top specialty contractors in North America serving utilities and energy infrastructure markets.” said Tom McCormick, President and Chief Executive Officer of Primoris. “We look forward to joining many of the world’s leading and most prestigious companies that trade on the NYSE and we are excited about leveraging all the advantages and benefits the NYSE platform has to offer. We are grateful for the partnership and support that the Nasdaq has provided to us since going public 15 years ago and we look forward to growing our relationship with the NYSE in the years to come.”

“We are pleased to welcome Primoris Services Corporation to the New York Stock Exchange. Primoris, which provides critical infrastructure services to utility, energy and renewables markets throughout the U.S. and Canada, further strengthens our community of listed companies based in Texas,” said John Tuttle, Vice Chair, NYSE Group.

About Primoris

Primoris Services Corporation is a premier specialty contractor providing critical infrastructure services to the utility, energy, and renewables markets throughout the United States and Canada. Built on a foundation of trust, we deliver a range of engineering, construction, and maintenance services that power, connect, and enhance society. On projects spanning utility-scale solar, renewables, power delivery, communications, and transportation infrastructure, we offer unmatched value to our clients, a safe and entrepreneurial culture to our employees, and innovation and excellence to our communities. To learn more, visit prim.com and follow us on social media at @PrimorisServicesCorporation. 

Forward Looking Statements

This press release contains certain forward-looking statements, including the Company’s outlook, that reflect, when made, the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including statements regarding the expected benefits and impact of the move from Nasdaq to the NYSE. Actual events and results may differ materially from those expressed in the forward-looking statements. For information on certain factors that could cause actual events or results to differ materially from our expectations, please see Part I, Item 1A “Risk Factors” of the Company’s Annual Report on

Form 10-K for the year ended December 31, 2022, and the Company’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Such filings are available on the SEC’s website at www.sec.gov. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements. Primoris does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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For additional information, contact:

Blake Holcomb

Vice President, Investor Relations

214-545-6773

bholcomb@prim.com