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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 15, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) increased the size of the Board from 10 to 11 directors, effective May 15, 2026. Additionally, on May 15, 2026, the Board appointed Andrea Brimmer to serve on the Board, effective May 15, 2026, to fill the newly created vacancy resulting from the incre…
of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Entry into a Material Definitive Agreement. On March 31, 2026 (the “Closing Date”), Primo Brands Corporation (the “Company”) entered into an amendment (the “Fifth Amendment”), which amended that certain First Lien Credit Agreement, dated as of March 31, 2021 (as amended prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement,” and as further amended by the Fifth Amendment, the “Amended Credit Agreement”), by and among the Company, as the parent borrower, Triton Water…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth in
of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 12, 2026, Kimberly Reed informed the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) of her resignation from the Board, effective January 15, 2026. Ms. Reed had served as a member of the Board’s Nominating and Governance Committee and Chair of the Board’s Sustainability Committee. The decision by Ms. Reed to…
Other Events. On November 9, 2025, the Board of Directors of Primo Brands Corporation (the “Company”) approved an increase of $50 million to the Company’s existing share repurchase program of $250 million, bringing the total authorization under the program to $300 million worth of shares of the Company’s Class A common stock (the “Revised Repurchase Program”). Under the Revised Repurchase Program, the Company had approximately $202.3 million of capacity available for repurchases as of Novembe…
of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 31, 2025, in connection with the continued integration of Triton Water Parent, Inc. and Primo Water Corporation, Primo Brands Corporation (the “Company”) determined that it will be combining the roles of General Counsel and Chief Administrative Officer and, accordingly, Marni Poe would no longer serve as the Company’s General Counsel, effec…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 19, 2025, pursuant to the Stockholders Agreement, dated November 7, 2024, by and between Primo Brands Corporation (the “Company”), Triton Water Parent Holdings, LP (the “Initial ORCP Stockholder” and together with its affiliates, the “ORCP Stockholders”) and the other parties joined thereto from time to time (the “Stockholders Agreement”), a…
Regulation FD Disclosure. On May 8, 2025, the Company issued a press release announcing the commencement of the Offering and the Share Repurchase. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the li…
Entry into a Material Definitive Agreement. Stock Purchase Agreement On May 7, 2025, Primo Brands Corporation (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with two of its stockholders (the “Selling Stockholders”), which are affiliates of One Rock Capital Partners. Pursuant to the Stock Purchase Agreement, the Company agreed to repurchase 3,157,562 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), from the Se…
of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 18, 2025, pursuant to the Stockholders Agreement, dated November 7, 2024, by and between Primo Brands Corporation (the “Company”), Triton Water Parent Holdings, LP (the “Initial ORCP Stockholder” and together with its affiliates, the “ORCP Stockholders”) and the other parties joined thereto from time to time (the “Stockholders Agreement”),…
Entry into a Material Definitive Agreement. On March 10, 2025, Primo Brands Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with one of its stockholders (the “Selling Stockholder”), an affiliate of One Rock Capital Partners, and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Selling…
Regulation FD Disclosure. On March 10, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing that one of its stockholders (the “Selling Stockholder”), an affiliate of One Rock Capital Partners, intends to offer for sale in an underwritten secondary offering (the “Offering”) 45,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), pursuant to the Company’s shelf registration statement on Form S-1 filed with the…
Other Events. On November 12, 2024, Primo Brands Corporation (the “Company”) filed a Current Report on Form 8-K12G3/A with the Securities and Exchange Commission relating to the consummation of the business combination (the “Transaction”) of Primo Water Corporation and Triton Water Parent, Inc. The Company is filing this Current Report on Form 8-K in order to make publicly available certain unaudited pro forma condensed combined financial information of the Company reflecting the Transaction…
Regulation FD Disclosure. On February 25, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing the expiration of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the three series of outstanding senior notes (collectively, the “Existing Notes”) issued by either Primo Water Holdings Inc., an indirect, wholly owned subsidiary of Primo Brands (the “Primo Issuer”), or Triton Water Holdings, Inc., an indirect, wholly owned sub…
Regulation FD Disclosure. On February 21, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing amendments to the terms of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the three series of outstanding senior notes (collectively, the “Existing Notes”) issued by either Primo Water Holdings Inc., an indirect, wholly owned subsidiary of Primo Brands (the “Primo Issuer”), or Triton Water Holdings, Inc., an indirect, wholly…
Other Events On February 20, 2025, the Company’s Board of Directors declared a dividend of $0.10 per share of outstanding Class A common stock of the Company, payable in cash on March 24, 2025 to stockholders of record at the close of business on March 7, 2025. Forward-Looking Statements There are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 contained in this Form 8-K. The Company intends such forward-looking statements to be cover…
of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 8, 2024, is incorporated by reference herein. Item 2. Exhibits. In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Company are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section…
Entry Into a Material Definitive Agreement On February 7, 2025, following receipt of the requisite consents in the previously announced Consent Solicitations (as defined herein): • Primo Water Holdings Inc. (the “Primo Issuer”), an indirect wholly-owned subsidiary of Primo Brands Corporation (the “Company” or “Primo Brands”), BNY Trust Company of Canada, as Canadian trustee (the “Primo Canadian Trustee”), and The Bank of New York Mellon, as U.S. trustee (together with the Primo Canadian Trust…
Regulation FD Disclosure. On February 7, 2025, the Company issued a press release announcing (i) the early tender results of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the Primo 2028 Notes, Primo 2029 Notes, and BlueTriton Notes for three new series of senior notes to be co-issued by the Issuers (the “New Notes”) and cash and (y) solicitation of consents (the “Consent Solicitations”) from eligible holders of the Existing Notes to adopt the No…
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