You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. These securities in any jurisdiction where the offer or sale thereof is not permitted. None of Primerica, the selling stockholder or the underwriters is making an offer to sell If anyone provides you with different or inconsistent information, you should not rely on it. We have notĪuthorized anyone to provide you with different information. You should rely only on the information contained in this prospectus. The underwriters expect to deliver the shares to purchasers on or about Apthrough the book-entry facilities of The Depository Proceeds to the selling stockholder (before expenses) Any representation to the contrary is a criminal offense. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orĭetermined if this prospectus is truthful or complete. Please see the section entitled “ Risk Factors” beginning on page 15. Our common stock has been approved for listing on the New York Stock Exchange, or NYSE, under the symbol “PRI”. Prior to this offering, there was no public market for ourĬommon stock. Stock, depending on whether and the extent to which the underwriters exercise their over-allotment option, and private equity funds managed by Warburg Pincus LLC will own approximately 22% of our pro forma shares of common stock. will beneficially own between approximately 39% and 43% of our pro forma shares of common Immediately following completion of this offering and after giving effect to such private sale, Citigroup Inc.

Warburg Pincus for each share of common stock together with a warrant to purchase 0.25 of a share of common stock is approximately $14.01, which reflects a purchase price of 95% of our adjusted pro forma book value per share. Private equity funds managed by Warburg Pincus LLC 16,412,440 shares of our common stock, and warrants to purchase from us 4,103,110 shares of our common stock at an exercise price of $18.00 per share. The purchase price to be paid by The selling stockholder has agreed to sell in a private sale to The selling stockholder has granted the underwriters an option to purchase up to 3,204,000 additional shares of common stock to cover over-allotments. Of our common stock being offered hereby. We will not receive any of the proceeds from the sale of shares is our sole stockholder and is selling 21,360,000 shares of our common stock. A wholly owned subsidiary of Citigroup Inc. The initial public offering of common stock of Primerica, Inc.

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