Primo Brands (NYSE: PRMB) refinances $3.09B first-lien term loan to 2031

Rhea-AI Filing Summary

Primo Brands Corporation refinanced its main term loan facility through a Fifth Amendment to its First Lien Credit Agreement. The company replaced its existing term loan maturing in March 2028 with a new senior secured first lien term loan facility totaling $3,090 million, referred to as the Refinancing Term Facility.

The Refinancing Term Facility matures in March 2031 and amortizes in equal quarterly installments equal to 1.00% per year of the principal. Proceeds were used to repay the prior term loans and cover related fees and expenses. Borrowings will bear interest, at the company’s option, at a base rate plus a margin or at one-, three- or six‑month SOFR plus a margin, with SOFR loans carrying a 2.75% applicable margin and a 0.50% SOFR floor.

The amendment also adds a “soft call” feature: if a defined “Repricing Event” occurs within six months of the March 31, 2026 closing date, the borrowers must pay a 1.00% prepayment premium on the affected principal. All other material terms of the credit agreement remain unchanged.

Insights

Corporate credit analyst

Primo refinances a large term loan to 2031 on secured, floating-rate terms.

Primo Brands Corporation replaced its existing first-lien term loan with a new $3,090 million senior secured facility maturing in March 2031. The new loan amortizes at a modest 1.00% per year, meaning most repayment is likely at maturity under the disclosed structure.

Interest is floating, tied to either a base rate or SOFR plus margin, with SOFR loans priced at SOFR + 2.75% and subject to a 0.50% SOFR floor. This keeps financing costs sensitive to short-term rates while locking in longer tenor. Proceeds were used to refinance the prior term loans and pay fees and expenses.

The amendment adds a six‑month “soft call” requiring a 1.00% premium if the term loans are repriced or effectively refinanced within that window. This protects lenders from very early repricing. Overall, it is a structural refinancing rather than a change in total leverage, and its economic impact will track future SOFR levels.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Refinancing Term Facility size: $3,090 million Maturity: March 2031 Annual amortization: 1.00% per annum +4 more

7 metrics

Refinancing Term Facility size $3,090 million Aggregate principal amount of new senior secured first lien term loan

Maturity March 2031 Final maturity of Refinancing Term Facility

Annual amortization 1.00% per annum Equal quarterly installments on principal amount

SOFR loan margin 2.75% Applicable margin over one-, three- or six‑month SOFR

SOFR floor 0.50% Minimum SOFR level for interest calculation

Soft call premium 1.00% Prepayment premium on principal in a Repricing Event within six months

Prior maturity March 2028 Maturity date of the refinanced existing term loan

Key Terms

First Lien Credit Agreement, senior secured first lien term loan facility, Secured Overnight Financing Rate, SOFR floor, +2 more

6 terms

First Lien Credit Agreement financial

"amended that certain First Lien Credit Agreement, dated as of March 31, 2021"

A first lien credit agreement is a loan contract that gives the lender the top legal claim on a borrower's specific assets if the borrower defaults, like a mortgage that gets paid before others when a house is sold. It matters to investors because holders of first-lien debt are paid before other creditors and shareholders in a distress situation, which lowers their risk and can affect a company's borrowing costs, financial flexibility, and the value of other securities.

senior secured first lien term loan facility financial

"with a new senior secured first lien term loan facility (the “Refinancing Term Facility”)"

Secured Overnight Financing Rate financial

"the one-month Secured Overnight Financing Rate (“SOFR”) published on such date"

A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.

SOFR floor financial

"The Refinancing Term Facility is subject to a SOFR floor of 0.50%."

Repricing Event financial

"if a “Repricing Event” (as defined in the Amended Credit Agreement) with respect to the Refinancing Term Loans occurs"

yank-a-bank provisions financial

"mandatory assignment of non-consenting lenders pursuant to “yank-a-bank” provisions."

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): March 31, 2026

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-42404		99-3483984
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1150 Assembly Drive, Suite 800,		900 Long Ridge Road, Building 2
Tampa, Florida 33607		Stamford, Connecticut 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (813) 544-8515

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:

☐ 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		Name of each exchange on which registered
Class A common stock, $0.01 par value per share		PRMB		The New York Stock Exchange

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 1.01. 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 Holdings, Inc. and Primo Water Holdings Inc., as borrowers (collectively, together with the Company, the “Borrowers”), the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent, and the other lenders party thereto.

The Fifth Amendment amended the Existing Credit Agreement to, among other things, refinance the Company’s then-existing term loan (maturing in March 2028) with a new senior secured first lien term loan facility (the “Refinancing Term Facility”) in an aggregate principal amount of $3,090 million (the “Refinancing Term Loans”) and to make related changes to effect such refinancing. The Refinancing Term Facility will mature in March 2031 and will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. The proceeds of the Refinancing Term Facility were used to repay and refinance the existing term loans outstanding under the Existing Credit Agreement and to pay fees, commissions, costs, expenses, and other amounts related thereto.

The interest rate applicable to borrowings under the Refinancing Term Facility will be, at the Company’s option, either (1) the base rate (which is the highest of (x) the overnight federal funds rate, plus 0.50%, (y) the prime rate on such day, and (z) the one-month Secured Overnight Financing Rate (“SOFR”) published on such date, plus 1.00%), plus an applicable margin, or (2) one-, three- or six-month SOFR, plus an applicable margin. The applicable margin for SOFR loans under the Refinancing Term Facility will be 2.75%. The Refinancing Term Facility is subject to a SOFR floor of 0.50%.

The Fifth Amendment also includes a “soft call” provision under which, if a “Repricing Event” (as defined in the Amended Credit Agreement) with respect to the Refinancing Term Loans occurs prior to the six-month anniversary of the Closing Date, the Borrowers must pay a 1.00% prepayment premium on the principal amount subject to such Repricing Event, including amounts affected by an amendment or by mandatory assignment of non-consenting lenders pursuant to “yank-a-bank” provisions.

All other material terms of the Amended Credit Agreement remain the same as the Existing Credit Agreement.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report, and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1*		Fifth Amendment to Credit Agreement, dated as of March 31, 2026, by and among Primo Brands Corporation, Triton Water Holdings, Inc., Primo Water Holdings Inc., the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative and collateral agent, and the other lenders party thereto.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* Certain annexes, schedules, and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

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.

				Primo Brands Corporation
Date: April 1, 2026				By:		/s/ Hih Song Kim
						Hih Song Kim
						Chief Legal Officer and Corporate Secretary

FAQ

What did Primo Brands Corporation (PRMB) change in its credit agreement?

Primo Brands Corporation replaced its existing first-lien term loan with a new senior secured term loan facility. The Refinancing Term Facility totals $3,090 million, extends maturity to March 2031, and keeps most other material credit agreement terms the same as before.

How large is Primo Brands Corporation’s new Refinancing Term Facility?

The new Refinancing Term Facility for Primo Brands Corporation has an aggregate principal amount of $3,090 million. This facility refinances the company’s previous term loans and funds related fees, commissions, costs, expenses, and other associated amounts.

When does Primo Brands Corporation’s new term loan mature and how does it amortize?

Primo Brands Corporation’s Refinancing Term Facility matures in March 2031. It amortizes in equal quarterly installments totaling 1.00% per annum of the principal amount, leaving the bulk of repayment due at or before the final maturity date.

What interest rate applies to Primo Brands Corporation’s new term loan?

Borrowings under the Refinancing Term Facility bear interest at either a base rate plus a margin or SOFR plus a margin. For SOFR loans, the applicable margin is 2.75% with a 0.50% SOFR floor, meaning SOFR is deemed at least 0.50% when calculating interest.

How were the proceeds of Primo Brands Corporation’s Refinancing Term Facility used?

Proceeds from the $3,090 million Refinancing Term Facility were used to repay and refinance existing term loans under the prior credit agreement. Funds also covered associated fees, commissions, costs, expenses, and other related amounts tied directly to the refinancing transaction.

What is the soft call provision in Primo Brands Corporation’s new credit amendment?

The Fifth Amendment includes a six‑month “soft call” provision. If a defined Repricing Event occurs before the six‑month anniversary of March 31, 2026, the borrowers must pay a 1.00% prepayment premium on the principal affected, including amounts changed by amendments or mandatory assignments.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.5 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB