Primo Water (PRMB) investor files Rule 144 to sell 18.6M shares on NYSE

Rhea-AI Filing Summary

Primo Water Corporation insider Triton Water Forward Holdings, LP has filed a notice of proposed sale under Rule 144 covering 18,593,729 shares of Class A common stock. These shares have an stated aggregate market value of $295,082,479.23, based on the filer’s calculation, and are part of an issuer base of 370,285,818 shares outstanding. The filing lists J.P. Morgan Securities LLC as broker, with an approximate sale date of December 8, 2025 on the NYSE.

The shares were acquired as a share contribution from Triton Water Parent Holdings, LP on December 8, 2025, tied to the earlier merger of BlueTriton Brands, Inc. and Primo Water Corporation on November 8, 2024, and then transferred to Triton Water Forward Holdings, LP.

Insights

Equity Capital Markets Analyst

Large Rule 144 sale notice by a Primo Water holder may increase tradable float but does not raise new capital for the company.

The notice covers 18,593,729 shares of Primo Water Class A common stock, with a stated $295,082,479.23 aggregate market value and 370,285,818 shares outstanding. This is a sizable block relative to the issuer’s share base and is to be executed through J.P. Morgan Securities LLC on the NYSE, with an approximate sale date of December 8, 2025.

The shares were obtained via a share contribution connected to the merger of BlueTriton Brands, Inc. and Primo Water Corporation on November 8, 2024, and subsequently transferred to Triton Water Forward Holdings, LP. As a Rule 144 transaction, this relates to a resale by an existing holder rather than a primary issuance, so any sales would affect ownership mix and trading dynamics rather than provide new cash to Primo Water.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common stock, par value $0.01 per share ("Common Stock")	J.P. Morgan Securities LLC 270 Park Avenue New York NY 10017	18593729	295082479.23	370285818	12/08/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	12/08/2025	Share contribution	Triton Water Parent Holdings, LP			18593729	12/08/2025	Contribution (1)(2); (1) The shares were received in connection with the merger of BlueTriton Brands, Inc. and Primo Water Corporation on 11/08/24; (2) On 12/08/25, 18,593,729 shares were transferred to Triton Water Forward Holdings, LP.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filing for PRMB disclose?

The filing discloses that a Primo Water shareholder plans to sell 18,593,729 shares of Class A common stock under Rule 144, using J.P. Morgan Securities LLC as broker, with an approximate sale date of December 8, 2025 on the NYSE.

How large is the proposed Primo Water (PRMB) share sale relative to shares outstanding?

The notice covers 18,593,729 shares of Class A common stock, and the filing states there are 370,285,818 shares outstanding of the same class.

Who is selling the Primo Water (PRMB) shares and how were they acquired?

The securities are to be sold for the account of Triton Water Forward Holdings, LP. The filing states the shares were acquired on December 8, 2025 via a share contribution from Triton Water Parent Holdings, LP, tied to the merger of BlueTriton Brands, Inc. and Primo Water Corporation on November 8, 2024.

What is the aggregate market value of the Primo Water (PRMB) shares in the Form 144?

The filing reports an aggregate market value of $295,082,479.23 for the 18,593,729 shares of Primo Water Class A common stock covered by the notice.

Which broker and exchange are listed for the planned Primo Water (PRMB) Rule 144 sale?

The notice lists J.P. Morgan Securities LLC, located at 270 Park Avenue, New York, NY 10017, as the broker, and names the NYSE as the securities exchange.

Does the Primo Water (PRMB) Form 144 indicate any company-specific adverse information?

The representation language states that the person for whose account the securities are to be sold does not know any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed.