Primo Brands Corp SEC Filings

Primo Brands Corp has filed an initial insider ownership report (Form 3) for director Sudhanshu Priyadarshi. He is identified as a reporting person and director, with no officer role. The structured summary shows zero reported buy or sell transactions and no derivative transactions for this filing.

Primo Brands Corporation reported a board change effective July 14, 2026. The Board accepted the resignation of director Minsok Pak after he accepted an executive role with another industry participant, consistent with the company’s Corporate Governance Guidelines following a change in his principal employment responsibilities. His departure is stated not to result from any disagreement regarding operations, policies or practices.

To fill the vacancy, the Board appointed Sudhanshu Priyadarshi as a director, serving until the 2027 Annual Meeting of Stockholders or until a successor is elected and qualified. He will also serve on the Audit Committee and Sustainability Committee. Priyadarshi, age 49, brings senior finance and international operating experience from roles at Planet Fitness, Keurig Dr Pepper, Vista Outdoor, Flexport, Walmart, Cipla and PepsiCo. He joins the Board as a Sponsor Nominee under an existing Stockholders Agreement and Charter and will receive compensation under the Non-Employee Director Compensation Program, along with a standard indemnification agreement.

Primo Brands Corporation is restructuring its leadership by eliminating the Chief Operating Officer role so that operations leadership reports directly to the Chief Executive Officer. As a result, Robert Austin will cease serving as principal operating officer on July 7, 2026 but will remain Chief Operating Officer to support a transition through December 31, 2026. CEO Eric Foss has been appointed principal operating officer effective the transition date, consolidating top leadership roles. Austin will receive separation pay and benefits under the company’s severance and equity plans, including continued and accelerated vesting of certain equity awards and a supplemental separation payment of $330,000 for benefits continuation.

STANBROOK STEVEN P reported acquisition or exercise transactions in this Form 4 filing.

Primo Brands Corp director Steven P. Stanbrook reported a grant of 1,227 shares of Class A Common Stock at $24.44 per share. This increased his direct holdings to 195,501 shares.

According to a company policy, he elected to receive stock instead of cash compensation for non-employee director service.

Brimmer Andrea C reported acquisition or exercise transactions in this Form 4 filing.

Primo Brands Corp director Andrea C. Brimmer received a grant of 7,197 shares of Class A Common Stock. The shares were awarded at a price of $0.00 per share as part of the company’s Non-Employee Director Compensation Policy, indicating stock-based compensation rather than an open-market purchase.

Following this award, Brimmer directly holds 7,197 shares of Class A Common Stock, aligning her interests more closely with Primo Brands shareholders through equity ownership.

Primo Brands Corp director Andrea C. Brimmer filed an initial Form 3 insider ownership report. This filing identifies her as a director of PRMB but shows no reported holdings or transactions, serving mainly as a baseline disclosure of her status as a reporting person.

Primo Brands Corporation disclosed that its Board of Directors increased in size from 10 to 11 members on May 15, 2026. The Board appointed Andrea Brimmer, age 60, to fill the new seat, with a term running until the Company’s 2027 Annual Meeting of Stockholders, subject to earlier departure events.

Brimmer is Chief Marketing and Public Relations Officer of Ally Financial Inc. and serves on several other boards. She will also join Primo Brands’ Sustainability Committee and receive compensation under the existing Non-Employee Director Compensation Program. The company states there are no related-party transactions requiring disclosure and will enter into its standard indemnification agreement with her.

Primo Brands Corporation reported first-quarter 2026 results showing largely flat sales with lower profit. Net sales were $1,626.1 million, up slightly from $1,613.7 million a year earlier, driven mainly by regional spring water and purified water.

Net income from continuing operations was $27.3 million versus $34.7 million, as higher depreciation, amortization and integration costs offset operating gains and derivative hedging income. Diluted earnings per share from continuing operations were $0.07, down from $0.09.

The company refinanced its first-lien term loans into a new $3,090.0 million facility maturing in 2031 and continued capital returns with a $0.12 per-share dividend and about $29.0 million of share repurchases, while remaining within debt covenant requirements.

Primo Brands Corporation reported first quarter 2026 net sales of $1,626.1 million, up slightly from $1,613.7 million a year ago, as management described a strong start to the year led by retail growth and premium brands.

Despite higher revenue, net income from continuing operations declined to $27.3 million from $34.7 million, and Adjusted EBITDA fell to $306.0 million from $341.5 million, compressing the Adjusted EBITDA margin to 18.8% from 21.2%. Free cash flow was negative $14.3 million, but Adjusted free cash flow improved to $128.6 million from $54.7 million.

For full-year 2026, Primo Brands raised its organic Net Sales growth outlook to 1%–3% from 0%–1%, while slightly lowering the bottom end of its Adjusted EBITDA range to $1,465–$1,515 million. Guidance for Adjusted free cash flow remains at $790–$810 million, and the company highlighted its focus on long-term growth, margin expansion and cash generation.