Primo Brands authorizes up to $300M buyback
The capital-return update includes a cash dividend and a replacement repurchase authorization capped at $300 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Primo Brands Corporation (PRMB) reported third-quarter results for the three months ended September 30, 2026, including net sales of $1,821.0 million, up 3.1% from $1,766.1 million a year earlier. Net income from continuing operations was $124.5 million, compared with $40.5 million, and diluted earnings per share from continuing operations were $0.34 versus $0.11. Adjusted EBITDA, a non-GAAP measure, was $411.0 million, up 1.6%; its margin was 22.6%, down 30 basis points.
For 2026, the company expects Comparable Net Sales Growth near the midpoint of the previous 2%–4% range and Adjusted EBITDA at the lower end of the prior $1.465 billion–$1.515 billion range; Base CAPEX remains 4% of Net Sales and Adjusted Free Cash Flow remains $790 million–$810 million. Nine-month cash provided by operating activities of continuing operations was $625.3 million, compared with $477.2 million in 2025. The board declared a $0.12-per-share cash dividend payable December 4, 2026, to holders of record November 24, 2026, and authorized a share repurchase program of up to $300 million, replacing the prior program with approximately $41 million of unused capacity as of September 30, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointContinuing-operations net income reached $124.5 million, versus $40.5 million.
- Moderate pointNine-month operating cash flow was $625.3 million, versus $477.2 million.
Negative
- None.
Filing Explained
The board’s new $300 million Class A repurchase authorization is a discretionary ceiling, not a committed return of capital: Primo Brands is not required to buy any particular amount, management controls the manner, timing, price and amount of any purchases, and the board may modify, suspend or end the program.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Adjusted Free Cash Flow financial
Net leverage ratio financial
Earnings Snapshot
For 2026, Comparable Net Sales Growth is expected near the midpoint of the previous 2%–4% range, and Adjusted EBITDA at the lower end of the previous $1.465 billion–$1.515 billion range. Base CAPEX remains 4% of Net Sales and Adjusted Free Cash Flow remains $790 million–$810 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did PRMB perform in the third quarter of 2026?
How much is Primo Brands' PRMB dividend and when is it payable?
What is Primo Brands' 2026 PRMB financial outlook?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number)
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|
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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 | ||
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 2.02 | Results of Operations and Financial Condition. |
On November 5, 2026, Primo Brands Corporation (the “Company”) announced financial results for the three and nine months ended September 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”).
The information in this Item 2.02 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.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 99.1 | Press Release, dated November 5, 2026. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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: November 5, 2026 | By: |
/s/ Hih Song Kim |
| Hih Song Kim | ||
| Chief Legal Officer and Corporate Secretary | ||
Exhibit 99.1
CONTACT:
Traci Mangini
Vice President, Investor Relations
investorrelations@primobrands.com
Primo Brands Reports 2026 Third Quarter Results
TAMPA, FL and STAMFORD, CT – November 5, 2026 – Primo Brands Corporation (NYSE: PRMB) (“Primo Brands” or the "Company") today announced its results for the third quarter ended September 30, 2026.
“Our third quarter results demonstrate solid top-line momentum and improving execution across the business,” said Eric Foss, Chairman and Chief Executive Officer. “This led to Direct Delivery growth ahead of our expectations, broad-based Retail sales growth, and category dollar share gains.
"We continue to make progress in a dynamic cost environment and remain focused on factors within our control to help mitigate macro-cost pressures while continuing to invest for long-term growth. Based on our year-to-date performance and proactive actions, we expect to deliver Net Sales at the midpoint of our previous guidance range and Adjusted EBITDA at the lower end of our previous guidance range for 2026.
“As a leader in the growing and resilient water category, we benefit from a strong brand portfolio and differentiated route-to-market capabilities. These advantages reinforce our confidence in our ability to deliver long-term profitable growth, generate strong cash flow, reduce net leverage, and create shareholder value. Our new $300 million share repurchase program provides another avenue to continue to return capital to shareholders, while maintaining focus on investing for long-term growth and reducing net leverage.”
THIRD QUARTER PERFORMANCE
| For the Three Months Ended | |||
| (USD $M except %, per share amounts or unless as otherwise noted) | September 30, 2026 | September 30, 2025 | Change |
| Net sales | $ 1,821.0 | $ 1,766.1 | 3.1 % |
| Net income from continuing operations | $ 124.5 | $ 40.5 | $ 84.0 |
| Net income per diluted share from continuing operations | $ 0.34 | $ 0.11 | $ 0.23 |
| Adjusted net income | $ 157.1 | $ 155.0 | $ 2.1 |
| Adjusted net income per diluted share | $ 0.43 | $ 0.41 | $ 0.02 |
| Adjusted EBITDA | $ 411.0 | $ 404.5 | 1.6 % |
| Adjusted EBITDA margin % | 22.6 % | 22.9 % | (30) bps |
| • | Net sales increased 3.1% to $1.82 billion compared to $1.77 billion primarily driven by an increase in sales attributable to our premium brands and regional spring water. |
| • | Gross margin was 30.4% compared to 29.9%, primarily driven by growth in revenue and lower non-recurring integration-related costs incurred in the current quarter, partially offset by increased transportation related costs. |
| • | SG&A expenses were $316.3 million compared to $343.0 million primarily driven by a decrease in marketing costs and a decrease in amortization primarily related to definite-lived intangibles amortization incurred in the prior year quarter not recurring in the current quarter. |
| • | Net income from continuing operations and net income per diluted share were $124.5 million and $0.34 per diluted share, respectively, compared to net income from continuing operations and net income per diluted share of $40.5 million and $0.11, respectively. |
| • | Adjusted EBITDA increased 1.6% to $411.0 million compared to $404.5 million and Adjusted EBITDA margin decreased 30 bps to 22.6%, compared to 22.9%. |
THIRD QUARTER CASH FLOW & LIQUIDITY
| • | Net cash provided by operating activities from continuing operations of $293.6 million, less $83.0 million of capital expenditures and additions to intangible assets, resulted in $210.6 million of free cash flow, or $274.2 million of Adjusted Free Cash Flow (adjusting for the items set forth on Exhibit 6), compared to net cash provided by operating activities from continuing operations of $283.4 million and Adjusted Free Cash Flow of $311.1 million in the prior year quarter. |
| • | Total debt, excluding unamortized debt costs and discounts, was $5.2 billion and unrestricted cash and cash equivalents totaled $477.2 million, each as of September 30, 2026, resulting in net debt of $4.8 billion and a net leverage ratio of 3.32x. |
| • | Cash dividends were $43.5 million for the quarter ended September 30, 2026. |
| • | Share repurchases under our repurchase plan, including brokerage commissions, made through open market transactions and discretionary repurchases were $22.1 million during the quarter ended September 30, 2026. |
2026 FULL YEAR FINANCIAL OUTLOOK
| Comparable Results1 | Previous | Updated | ||||
| ($ in millions) | Low | High | ||||
| Net Sales Growth | 2% | 4% | Approximate the Midpoint of the Previous Range | |||
| Adjusted EBITDA | $1,465 | $1,515 | Lower End of the Previous Range | |||
| Base CAPEX | 4% of Net Sales | Unchanged | ||||
|
Adjusted Free Cash Flow |
$790 | $810 | Unchanged | |||
1 Comparison period includes 2025 Net Sales and excludes the impact of the exited Eastern Canadian operations and exited US Office Coffee Services business. See exhibit 8 for a reconciliation.
SUBSEQUENT EVENTS
Primo Brands announced today that its Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company, payable on December 4, 2026, in cash, to the holders of record of such common stock of the Company at the close of business on November 24, 2026.
Primo Brands also announced that its Board authorized a new share repurchase program of up to $300 million of the Company’s outstanding Class A common stock (the “New Repurchase Program”). The New Repurchase Program replaces the Company’s existing share repurchase program, which had approximately $41 million of unused capacity as of September 30, 2026.
The Company may purchase shares from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that the Company may have for the use or investment of its capital. The New Repurchase Program does not obligate the Company to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of the Board.
EARNINGS CONFERENCE CALL
Primo Brands will host a conference call to discuss these results on Thursday, November 5, 2026 at 8:00 a.m. Eastern Time. The Company’s supplemental earnings presentation is now available on the Events & Presentation section of Primo Brands investor relations website at ir.primobrands.com. Details to access the earnings call and webcast are below.
North America Dial-in: (888) 510-2154
International Dial-in: (437) 900-0527
Conference ID: 92586
Webcast Link: https://app.webinar.net/lqa5ra5rjkD
A slide presentation and live audio webcast will be available through Primo Brands' website at ir.primobrands.com.
Replay Information:
The earnings conference call will be recorded and archived for playback on the investor relations section of Primo Brands' website following the event.
ABOUT PRIMO BRANDS CORPORATION
Primo Brands is a leading North American branded beverage company focused on healthy hydration, delivering responsibly sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every U.S. state and Canada. Primo Brands has a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and hospitality and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo Water® and Sparkletts®, and flavored and enhanced beverages like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydration solutions direct to home and business customers. Through its Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Refill business, consumers have the option to refill empty multi-use bottles at over 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is a leader in reusable beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. Primo Brands has a portfolio of over 80 springs and actively manages water resources for a steady supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the U.S. and Canada. Primo Brands is proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut. For more information, please visit www.primobrands.com.
Non-GAAP Measures
To supplement its reporting of financial measures determined in accordance with generally accepted accounting principles in the United States ("GAAP"), Primo Brands utilizes certain non-GAAP financial measures. Primo Brands utilizes comparable net sales, which excludes the impact of the exited Eastern Canadian operations and exited US Office Coffee Services business. Primo Brands also utilizes Adjusted net income (loss), Adjusted net income (loss) per diluted share, Adjusted EBITDA and Adjusted EBITDA margin to separate the impact of certain items from the underlying business. Because Primo Brands uses these adjusted financial results in the management of its business, management believes this supplemental information is useful to investors for their independent evaluation and understanding of Primo Brands' underlying business performance and the performance of its management. Primo Brands utilizes net debt and net leverage ratio. Management uses net debt as an assessment of overall liquidity, financial flexibility, and leverage, and net leverage ratio as an indicator of the Company’s ability to meet its future financial obligations. Additionally, Primo Brands supplements its reporting of net cash provided by (used in) operating activities from continuing operations determined in accordance with GAAP by excluding additions to property, plant and equipment and additions to intangible assets to present free cash flow, and by excluding the additional items identified on the exhibits hereto to present adjusted free cash flow. Management believes these measures are useful to demonstrate the Company’s ability to generate future cash flows from operations. See Exhibits 5 through 9 for definitions and reconciliations of non-GAAP metrics.
The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, Primo Brands' financial statements prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. In addition, other companies may calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in this press release and the accompanying tables. In addition, the non-GAAP financial measures included in this earnings announcement reflect management's judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. We have not reconciled our Adjusted EBITDA and Adjusted Free Cash Flow guidance to GAAP net income or loss and cash flows from operations, respectively, because we do not provide guidance for such GAAP measures due to the uncertainty and potential variability of certain adjusting items, including stock-based compensation expense, acquired intangible assets and related amortization, income taxes, acquisition, integration and restructuring expenses, and unrealized (gain) loss on foreign exchange and commodity forwards. Because such items cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure. However, such items could have a significant impact on our future GAAP results.
Safe Harbor Statements
This press release contains forward-looking statements and forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying management’s expectations as to the future based on plans, estimates and projections at the time Primo Brands makes the statements. Forward-looking statements involve inherent risks and uncertainties and Primo Brands cautions you that several important factors could cause actual results to differ materially from those contained in any such forward-looking statement. You can identify forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “aim,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “predict,” “project,” “seek,” “potential,” “opportunities,” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. The forward-looking statements contained in this press release include, but are not limited to, statements regarding future financial and operating trends and results (including Primo Brands' 2026 outlook and expected Adjusted EBITDA, free cash flow and net leverage trends in 2027), the number of shares that may be repurchased under the New Repurchase Program, capital allocation priorities, productivity and cost mitigation actions and their expected timing, costs and benefits, execution of the Company’s strategy and Primo Brands' competitive position. The forward-looking statements are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially from those described in this press release include, among others: our ability to manage our expanded operations following the business combination; we face significant competition in the segment in which we operate; our success depends, in part, on our intellectual property; we may not be able to consummate acquisitions, or acquisitions may be difficult to integrate, and we may not realize the expected benefits; our business is dependent on our ability to maintain access to our water sources; our ability to respond successfully to consumer trends related to our products; the loss or reduction in sales to any significant customer; our packaging supplies and other costs are subject to price increases; increases in transportation, freight and fuel costs; our ability to implement productivity and workforce actions and realize their expected benefits; risks related to our common stock; the affiliates of One Rock Capital Partners, LLC own a significant amount of the voting power of the Company, and their interests may conflict with or differ from the interests of other stockholders; legislative and executive action risks; risks related to sustainability matters; costs to comply with developing laws and regulations, including those surrounding the production and use of plastics, as well as related litigation relating to plastics pollution; our products may not meet health and safety standards or could become contaminated, and we could be liable for injury, illness, or death caused by consumption of our products; risks related to litigation or legal proceedings; risks related to loss of controlled company status; risks related to uncertainties regarding the interpretation of tax laws and regulations; and risks associated with our substantial indebtedness.
The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Primo Brands' Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the Securities and Exchange Commission. Primo Brands does not undertake to update or revise any of these statements considering new information or future events, except as expressly required by applicable law.
Website: ir.primobrands.com
| PRIMO BRANDS CORPORATION | EXHIBIT 1 | |||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
| (in millions of U.S. dollars, except share and per share amounts) | ||||||||||||||||
| Unaudited | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | 1,821.0 | $ | 1,766.1 | $ | 5,243.3 | $ | 5,109.9 | ||||||||
| Cost of sales | 1,267.1 | 1,237.9 | 3,675.8 | 3,519.8 | ||||||||||||
| Gross profit | 553.9 | 528.2 | 1,567.5 | 1,590.1 | ||||||||||||
| Selling, general and administrative expenses | 316.3 | 343.0 | 998.5 | 1,049.4 | ||||||||||||
| Acquisition, integration and restructuring expenses | 16.7 | 44.2 | 47.5 | 133.7 | ||||||||||||
| Other operating income, net | (28.0 | ) | (5.4 | ) | (45.7 | ) | (5.4 | ) | ||||||||
| Operating income | 248.9 | 146.4 | 567.2 | 412.4 | ||||||||||||
| Other (income) expense, net | (1.7 | ) | (3.6 | ) | 1.4 | (19.4 | ) | |||||||||
| Loss on modification and extinguishment of debt | — | — | 17.7 | 18.6 | ||||||||||||
| Interest and financing expense, net | 79.9 | 83.1 | 239.5 | 247.1 | ||||||||||||
| Income from continuing operations before income taxes | 170.7 | 66.9 | 308.6 | 166.1 | ||||||||||||
| Provision for income taxes | 46.2 | 26.4 | 87.6 | 60.4 | ||||||||||||
| Net income from continuing operations | $ | 124.5 | $ | 40.5 | $ | 221.0 | $ | 105.7 | ||||||||
| Net loss from discontinued operations, net of tax | — | (23.7 | ) | — | (32.6 | ) | ||||||||||
| Net income | $ | 124.5 | $ | 16.8 | $ | 221.0 | $ | 73.1 | ||||||||
| Net income (loss) per common share | ||||||||||||||||
| Basic: | ||||||||||||||||
| Continuing operations | $ | 0.34 | $ | 0.11 | $ | 0.61 | $ | 0.28 | ||||||||
| Discontinued operations | $ | — | $ | (0.06 | ) | $ | — | $ | (0.09 | ) | ||||||
| Net income per common share | $ | 0.34 | $ | 0.05 | $ | 0.61 | $ | 0.19 | ||||||||
| Diluted: | ||||||||||||||||
| Continuing operations | $ | 0.34 | $ | 0.11 | $ | 0.60 | $ | 0.28 | ||||||||
| Discontinued operations | $ | — | $ | (0.07 | ) | $ | — | $ | (0.09 | ) | ||||||
| Net income per common share | $ | 0.34 | $ | 0.04 | $ | 0.60 | $ | 0.19 | ||||||||
| Weighted-average shares of common stock outstanding (in thousands) | ||||||||||||||||
| Basic | 362,183 | 372,318 | 362,867 | 375,429 | ||||||||||||
| Diluted | 365,247 | 374,055 | 365,555 | 377,314 | ||||||||||||
| PRIMO BRANDS CORPORATION | EXHIBIT 2 | |||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (in millions of U.S. dollars, except share amounts) | ||||||||
| Unaudited | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash, cash equivalents and restricted cash | $ | 477.4 | $ | 376.9 | ||||
| Trade receivables, net of allowance for expected credit losses of $25.5 and $20.5 as of September 30, 2026 and December 31, 2025, respectively | 563.1 | 431.8 | ||||||
| Inventories | 264.9 | 223.5 | ||||||
| Prepaid expenses and other current assets | 197.4 | 148.9 | ||||||
| Current assets held for sale | 25.3 | 36.7 | ||||||
| Total current assets | 1,528.1 | 1,217.8 | ||||||
| Property, plant and equipment, net | 2,123.8 | 2,185.5 | ||||||
| Operating lease right-of-use-assets, net | 584.7 | 539.3 | ||||||
| Goodwill | 3,612.0 | 3,581.9 | ||||||
| Intangible assets, net | 2,885.3 | 2,992.7 | ||||||
| Other non-current assets | 94.1 | 85.6 | ||||||
| Total assets | $ | 10,828.0 | $ | 10,602.8 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Current portion of long-term debt | $ | 74.4 | $ | 73.3 | ||||
| Trade payables | 539.6 | 518.9 | ||||||
| Accruals and other current liabilities | 681.8 | 597.6 | ||||||
| Current portion of operating lease obligations | 83.6 | 92.9 | ||||||
| Total current liabilities | 1,379.4 | 1,282.7 | ||||||
| Long-term debt, less current portion | 5,087.7 | 5,084.6 | ||||||
| Operating lease obligations, less current portion | 528.5 | 474.4 | ||||||
| Deferred income taxes | 696.3 | 691.5 | ||||||
| Other non-current liabilities | 87.4 | 77.0 | ||||||
| Total liabilities | $ | 7,779.3 | $ | 7,610.2 | ||||
| Stockholders' Equity: | ||||||||
| Common stock, $0.01 par value, 900,000,000 shares authorized, 361,681,686 shares and 363,940,940 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | $ | 3.6 | $ | 3.7 | ||||
| Additional paid-in capital | 5,049.9 | 5,017.3 | ||||||
| Accumulated deficit | (1,992.4 | ) | (2,014.5 | ) | ||||
| Accumulated other comprehensive loss | (12.4 | ) | (13.9 | ) | ||||
| Total stockholders' equity | 3,048.7 | 2,992.6 | ||||||
| Total liabilities and stockholders' equity | $ | 10,828.0 | $ | 10,602.8 | ||||
| PRIMO BRANDS CORPORATION | EXHIBIT 3 | |||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||
| Unaudited | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash flows from operating activities of continuing operations: | ||||||||||||||||
| Net income | $ | 124.5 | $ | 16.8 | $ | 221.0 | $ | 73.1 | ||||||||
| Less: Net loss from discontinued operations, net of income taxes | — | (23.7 | ) | — | (32.6 | ) | ||||||||||
| Net income from continuing operations | $ | 124.5 | $ | 40.5 | $ | 221.0 | $ | 105.7 | ||||||||
| Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations: | ||||||||||||||||
| Depreciation and amortization | 146.3 | 163.1 | 429.5 | 437.0 | ||||||||||||
| Amortization of debt discount and issuance costs | 6.4 | 8.2 | 21.5 | 21.9 | ||||||||||||
| Stock-based compensation costs | 8.7 | 11.9 | 29.7 | 36.8 | ||||||||||||
| Restructuring (gains) charges, net | (0.2 | ) | 3.1 | (8.9 | ) | 6.0 | ||||||||||
| Inventory obsolescence expense | 6.3 | 4.6 | 12.9 | 11.8 | ||||||||||||
| Charge for expected credit losses | 9.2 | 12.7 | 34.3 | 30.1 | ||||||||||||
| Deferred income taxes | (2.8 | ) | 6.5 | 3.3 | 5.7 | |||||||||||
| Unrealized gain on commodity forwards, net | (27.6 | ) | (1.8 | ) | (46.5 | ) | (3.8 | ) | ||||||||
| Other non-cash items | 5.2 | (2.9 | ) | 18.7 | (15.8 | ) | ||||||||||
| Changes in operating assets and liabilities, net of effects of businesses acquired: | ||||||||||||||||
| Trade receivables | 8.4 | 25.6 | (163.5 | ) | (133.4 | ) | ||||||||||
| Inventories | (14.9 | ) | 8.8 | (54.0 | ) | (40.3 | ) | |||||||||
| Prepaid expenses and other current and non-current assets | 1.3 | 21.6 | (8.0 | ) | 21.3 | |||||||||||
| Trade payables and accruals and other current and non-current liabilities | 22.8 | (18.5 | ) | 135.3 | (5.8 | ) | ||||||||||
| Net cash provided by operating activities of continuing operations | 293.6 | 283.4 | 625.3 | 477.2 | ||||||||||||
| Cash flows from investing activities of continuing operations: | ||||||||||||||||
| Purchases of property, plant and equipment | (78.7 | ) | (115.7 | ) | (268.7 | ) | (231.6 | ) | ||||||||
| Purchases of intangible assets | (4.3 | ) | (17.0 | ) | (37.0 | ) | (42.2 | ) | ||||||||
| Acquisitions, net of cash received | (28.0 | ) | (23.3 | ) | (48.0 | ) | (29.0 | ) | ||||||||
| Proceeds from sale of property, plant and equipment | 8.1 | 2.0 | 41.5 | 5.4 | ||||||||||||
| Proceeds from sale of other assets | — | — | — | 56.9 | ||||||||||||
| Proceeds from insurance settlements | — | 10.0 | — | 20.0 | ||||||||||||
| Other investing activities | 3.1 | (0.1 | ) | 17.5 | 2.6 | |||||||||||
| Net cash used in investing activities of continuing operations | (99.8 | ) | (144.1 | ) | (294.7 | ) | (217.9 | ) | ||||||||
| Cash flows from financing activities of continuing operations: | ||||||||||||||||
| Proceeds from Term Loans, net of discount | — | — | 659.6 | — | ||||||||||||
| Repayment of Term Loans | (7.8 | ) | (7.7 | ) | (668.2 | ) | (23.2 | ) | ||||||||
| Principal payment of finance leases | (10.1 | ) | (8.9 | ) | (29.6 | ) | (24.7 | ) | ||||||||
| Financing fees | — | — | (2.8 | ) | (7.7 | ) | ||||||||||
| Issuance of common stock | 2.1 | 2.9 | 6.4 | 7.7 | ||||||||||||
| Common stock repurchased and cancelled | (22.3 | ) | (75.8 | ) | (70.1 | ) | (296.8 | ) | ||||||||
| Dividends paid to common stockholders | (43.5 | ) | (37.2 | ) | (131.2 | ) | (113.2 | ) | ||||||||
| Other financing activities | (1.5 | ) | (1.5 | ) | 6.7 | (5.1 | ) | |||||||||
| Net cash used in financing activities of continuing operations | (83.1 | ) | (128.2 | ) | (229.2 | ) | (463.0 | ) | ||||||||
| Cash flows from discontinued operations: | ||||||||||||||||
| Net cash provided by operating activities from discontinued operations | — | 6.5 | — | 8.8 | ||||||||||||
| Net cash used in investing activities from discontinued operations | — | (0.5 | ) | — | (1.8 | ) | ||||||||||
| Net cash used in financing activities from discontinued operations | — | (5.3 | ) | — | (1.9 | ) | ||||||||||
| Net cash provided by discontinued operations | — | 0.7 | — | 5.1 | ||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (0.1 | ) | (0.6 | ) | (0.9 | ) | 1.5 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 110.6 | 11.2 | 100.5 | (197.1 | ) | |||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 366.8 | 412.4 | 376.9 | 620.7 | ||||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 477.4 | $ | 423.6 | $ | 477.4 | $ | 423.6 | ||||||||
| Cash and cash equivalents and restricted cash of discontinued operations, end of period | — | 0.9 | — | 0.9 | ||||||||||||
| Cash and cash equivalents and restricted cash of continuing operations, end of period | $ | 477.4 | $ | 422.7 | $ | 477.4 | $ | 422.7 |
| PRIMO BRANDS CORPORATION | EXHIBIT 4 | |||||||||||||||
| NET SALES BY WATER TYPE | ||||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||
| Unaudited | ||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Regional spring water | $ | 911.5 | $ | 885.6 | $ | 2,623.7 | $ | 2,554.8 | ||||||||
| Purified water | 573.6 | 557.5 | 1,640.9 | 1,617.5 | ||||||||||||
| Premium water | 122.1 | 98.2 | 341.8 | 259.6 | ||||||||||||
| Other water | 31.8 | 33.0 | 94.1 | 103.0 | ||||||||||||
| Other | 182.0 | 191.8 | 542.8 | 575.0 | ||||||||||||
| Total net sales | $ | 1,821.0 | $ | 1,766.1 | $ | 5,243.3 | $ | 5,109.9 | ||||||||
| PRIMO BRANDS CORPORATION | EXHIBIT 5 | |||||||||||||||
| SUPPLEMENTARY INFORMATION - NON-GAAP - EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION | ||||||||||||||||
| (EBITDA) | ||||||||||||||||
| (in millions of U.S. dollars, except percentage amounts) | ||||||||||||||||
| Unaudited | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income from continuing operations | $ | 124.5 | $ | 40.5 | $ | 221.0 | $ | 105.7 | ||||||||
| Interest and financing expense, net | 79.9 | 83.1 | 239.5 | 247.1 | ||||||||||||
| Provision for income taxes | 46.2 | 26.4 | 87.6 | 60.4 | ||||||||||||
| Depreciation and amortization | 146.3 | 163.1 | 429.5 | 437.0 | ||||||||||||
| EBITDA | $ | 396.9 | $ | 313.1 | $ | 977.6 | $ | 850.2 | ||||||||
| Acquisition, integration and restructuring expenses (a) 1 | 23.7 | 88.2 | 91.2 | 200.8 | ||||||||||||
| Stock-based compensation costs (b) | 8.7 | 11.9 | 29.7 | 36.8 | ||||||||||||
| Unrealized (gain) loss on foreign exchange and commodity forwards, net (c) | (26.1 | ) | 1.7 | (39.7 | ) | 1.7 | ||||||||||
| Loss on disposal of property, plant and equipment, net (d) | 3.8 | 5.0 | 14.0 | 8.4 | ||||||||||||
| Loss on modification and extinguishment of debt (e) | — | — | 17.7 | 18.6 | ||||||||||||
| Purchase accounting adjustments (f) | — | — | — | 1.2 | ||||||||||||
| Other adjustments, net (g) | 4.0 | (15.4 | ) | 11.5 | (5.0 | ) | ||||||||||
| Adjusted EBITDA | $ | 411.0 | $ | 404.5 | $ | 1,102.0 | $ | 1,112.7 | ||||||||
| Net sales | $ | 1,821.0 | $ | 1,766.1 | $ | 5,243.3 | $ | 5,109.9 | ||||||||
| Adjusted EBITDA margin % | 22.6 | % | 22.9 | % | 21.0 | % | 21.8 | % | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
| Location in Condensed Consolidated Statements of Operations | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||||
| (a) Acquisition, integration and restructuring expenses 1 | Acquisition, integration and restructuring expenses | $ | 16.7 | $ | 44.2 | $ | 47.5 | $ | 133.7 | |||||||||
| Cost of sales | 7.0 | 44.0 | 43.7 | 67.1 | ||||||||||||||
| (b) Stock-based compensation costs | Selling, general and administrative expenses | 8.7 | 11.9 | 29.7 | 36.8 | |||||||||||||
| (c) Unrealized (gain) loss on foreign exchange and commodity forwards, net | Other (income) expense, net | 1.9 | 6.5 | 6.0 | 6.5 | |||||||||||||
| Other operating income, net | (28.0 | ) | (4.8 | ) | (45.7 | ) | (4.8 | ) | ||||||||||
| (d) Loss on disposal of property, plant and equipment, net | Cost of sales | 3.8 | 5.5 | 12.1 | 9.3 | |||||||||||||
| Selling, general and administrative expenses | — | (0.5 | ) | 1.9 | (0.9 | ) | ||||||||||||
| (e) Loss on modification and extinguishment of debt | Loss on modification and extinguishment of debt | — | — | 17.7 | 18.6 | |||||||||||||
| (f) Purchase accounting adjustments | Cost of sales | — | — | — | 1.2 | |||||||||||||
| (g) Other adjustments, net | Other (income) expense, net | (3.6 | ) | (10.4 | ) | (4.6 | ) | (26.2 | ) | |||||||||
| Cost of sales | — | (6.4 | ) | — | 6.1 | |||||||||||||
| Selling, general and administrative expenses | 7.6 | 1.4 | 16.1 | 15.1 | ||||||||||||||
1 Amounts include labor related costs.
| PRIMO BRANDS CORPORATION | EXHIBIT 6 | |||||||
| SUPPLEMENTARY INFORMATION - NON-GAAP - FREE CASH FLOW AND ADJUSTED FREE CASH FLOW | ||||||||
| (in millions of U.S. dollars) | ||||||||
| Unaudited | ||||||||
| Three Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities of continuing operations | $ | 293.6 | $ | 283.4 | ||||
| Less: Additions to property, plant and equipment | (78.7 | ) | (115.7 | ) | ||||
| Less: Additions to intangible assets | (4.3 | ) | (17.0 | ) | ||||
| Free cash flow | $ | 210.6 | $ | 150.7 | ||||
| Acquisition, integration and restructuring cash costs | 36.2 | 79.0 | ||||||
| Integration capital expenditures | 19.6 | 58.4 | ||||||
| Natural disaster related capital expenditures | 4.6 | 23.0 | ||||||
| Tariff refunds related to property, plant and equipment | 3.2 | — | ||||||
| Adjusted free cash flow | $ | 274.2 | $ | 311.1 | ||||
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities of continuing operations | $ | 625.3 | $ | 477.2 | ||||
| Less: Additions to property, plant and equipment | (268.7 | ) | (231.6 | ) | ||||
| Less: Additions to intangible assets | (37.0 | ) | (42.2 | ) | ||||
| Free cash flow | $ | 319.6 | $ | 203.4 | ||||
| Acquisition, integration and restructuring cash costs | 146.3 | 206.2 | ||||||
| Integration capital expenditures | 101.8 | 84.5 | ||||||
| Natural disaster related capital expenditures | 12.0 | 23.0 | ||||||
| Debt restructuring costs | 16.2 | 18.2 | ||||||
| Tariff refunds related to property, plant and equipment | 7.0 | 0.2 | ||||||
| Adjusted free cash flow | $ | 602.9 | $ | 535.5 | ||||
| PRIMO BRANDS CORPORATION | EXHIBIT 7 | |||||||||||||||
| SUPPLEMENTARY INFORMATION-NON-GAAP-ADJUSTED NET INCOME AND ADJUSTED EPS | ||||||||||||||||
| (in millions of U.S. dollars, except share amounts) | ||||||||||||||||
| Unaudited | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income from continuing operations | $ | 124.5 | $ | 40.5 | $ | 221.0 | $ | 105.7 | ||||||||
| Adjustments: | ||||||||||||||||
| Amortization expense of customer lists and definite-lived trade names | 30.1 | 56.1 | 90.6 | 124.7 | ||||||||||||
| Acquisition, integration and restructuring expenses | 23.7 | 88.2 | 91.2 | 200.8 | ||||||||||||
| Stock-based compensation costs | 8.7 | 11.9 | 29.7 | 36.8 | ||||||||||||
| Unrealized (gain) loss on foreign exchange and commodity forwards, net | (26.1 | ) | 1.7 | (39.7 | ) | 1.7 | ||||||||||
| Loss on modification and extinguishment of debt | — | — | 17.7 | 18.6 | ||||||||||||
| Purchase accounting adjustments | — | — | — | 1.2 | ||||||||||||
| Other adjustments, net | 4.0 | (15.4 | ) | 11.5 | (5.0 | ) | ||||||||||
| Tax impact of adjustments1 | (7.8 | ) | (28.0 | ) | (44.8 | ) | (80.5 | ) | ||||||||
| Adjusted net income | $ | 157.1 | $ | 155.0 | $ | 377.2 | $ | 404.0 | ||||||||
| Earnings Per Share (as reported) | ||||||||||||||||
| Net income from continuing operations | $ | 124.5 | $ | 40.5 | $ | 221.0 | $ | 105.7 | ||||||||
| Basic EPS | $ | 0.34 | $ | 0.11 | $ | 0.61 | $ | 0.28 | ||||||||
| Diluted EPS | $ | 0.34 | $ | 0.11 | $ | 0.60 | $ | 0.28 | ||||||||
| Weighted-average shares of common stock outstanding (in thousands) | ||||||||||||||||
| Basic | 362,183 | 372,318 | 362,867 | 375,429 | ||||||||||||
| Diluted | 365,247 | 374,055 | 365,555 | 377,314 | ||||||||||||
| Adjusted Earnings Per Share (Non-GAAP) | ||||||||||||||||
| Adjusted net income from continuing operations (Non-GAAP) | $ | 157.1 | $ | 155.0 | $ | 377.2 | $ | 404.0 | ||||||||
| Adjusted diluted EPS (Non-GAAP) | $ | 0.43 | $ | 0.41 | $ | 1.03 | $ | 1.07 | ||||||||
| Weighted-average shares of common stock outstanding (in thousands) | ||||||||||||||||
| Basic | 362,183 | 372,318 | 362,867 | 375,429 | ||||||||||||
| Diluted weighted average common shares outstanding (in thousands) (Non-GAAP)2 | 365,247 | 374,055 | 365,555 | 377,314 | ||||||||||||
| 1 The tax effect for adjusted net income is based upon an analysis of the statutory tax treatment and the applicable tax rate for the jurisdiction in which the pre-tax adjusting items incurred and for which realization of the resulting tax benefit (if any) is expected. A reduced or 0% tax rate is applied to jurisdictions where we do not expect to realize a tax benefit due to a history of operating losses or other factors resulting in a valuation allowance related to deferred tax assets. |
| 2 For the periods presented, the non-GAAP diluted weighted average shares of common stock outstanding equaled the reported diluted weighted average shares of common stock outstanding. |
| PRIMO BRANDS CORPORATION | EXHIBIT 8 | |||
| SUPPLEMENTARY INFORMATION - NON-GAAP - COMPARABLE NET SALES GROWTH | ||||
| (in millions of U.S. dollars, except percentage amounts) | ||||
| Unaudited | ||||
| 2025 Net sales | $ | 6,664.0 | ||
| Impact of Eastern Canadian operations1 | (3.6 | ) | ||
| Impact of US Office Coffee Services Business (OCS)2 | (25.5 | ) | ||
| 2025 Comparable Net sales3 | 6,634.9 | |||
| 2026 Estimated Comparable Net sales increase from 2025 | 198.4 | |||
| 2026 Estimated Comparable Net sales | $ | 6,833.3 | ||
| 2026 Estimated Comparable Net sales growth | 3 | % | ||
| 1 Represents Net sales impact of the exited Eastern Canadian operations for the fiscal year ended December 31, 2025. | ||
| 2 Represents Net sales impact of the exited US Office Coffee Services Business for the fiscal year ended December 31, 2025. | ||
| 3 The Company has revised its presentation of 2025 Comparable Net Sales in order to exclude the impact of the exited Eastern Canadian operations and exited US Office Coffee Services business. As a result of this change, the Company's 2025 Comparable Net Sales as disclosed in this press release differs from the comparable metric disclosed in previous presentations. | ||
| PRIMO BRANDS CORPORATION | EXHIBIT 9 | |||
| SUPPLEMENTARY INFORMATION- NET LEVERAGE RATIO | ||||
| (in millions of U.S. dollars, except financial ratios) | ||||
| Unaudited | ||||
| For the Fiscal Year Ended | ||||
| December 31, 20251 | ||||
| Net income from continuing operations | $ | 80.4 | ||
| Interest and financing expense, net | 326.5 | |||
| Provision for income taxes | 64.6 | |||
| Depreciation and amortization | 610.2 | |||
| EBITDA | $ | 1,081.7 | ||
| Acquisition, integration and restructuring expenses | 271.8 | |||
| Stock-based compensation costs | 49.9 | |||
| Intangible asset impairment | 35.6 | |||
| Unrealized loss on foreign exchange and commodity forwards, net | 4.4 | |||
| Loss on disposal of property, plant and equipment, net | 17.4 | |||
| Loss on modification and extinguishment of debt | 18.6 | |||
| Purchase accounting adjustments | 1.2 | |||
| Proceeds from insurance settlements | (47.3 | ) | ||
| Other adjustments, net | 13.5 | |||
| 2025 Adjusted EBITDA | $ | 1,446.8 | ||
| Less: Nine months ended September 30, 2025 Adjusted EBITDA 2 | $ | 1,112.7 | ||
| Plus: Nine months ended September 30, 2026 Adjusted EBITDA 2 | $ | 1,102.0 | ||
| Q3 2026 TTM Adjusted EBITDA3 | $ | 1,436.1 | ||
| September 30, 2026 | ||||
| Total debt | $ | 5,162.1 | ||
| Unamortized debt costs and discounts | 87.6 | |||
| Total debt, excluding unamortized debt costs and discounts | $ | 5,249.7 | ||
| Unrestricted cash 4 | 477.2 | |||
| Net debt | $ | 4,772.5 | ||
| Net leverage ratio 5 | 3.32 | x | ||
| 1 Represents the Adjusted EBITDA of Primo Brands Corporation obtained from the 2025 Press Release filed February 26, 2026. | ||
| 2 Refer to Exhibit 5 for reconciliation. | ||
| 3 Represents fiscal year 2025 less nine months ended September 30, 2025 plus nine months ended September 30, 2026 resulting in twelve months of data. | ||
| 4 Unrestricted cash defined as cash and cash equivalents as of September 30, 2026 of $477.4 million less restricted cash of $0.2 million. | ||
| 5 Net leverage ratio defined as total principal indebtedness, excluding unamortized debt costs and unamortized discount, less unrestricted cash ("net debt") divided by TTM Adjusted EBITDA. | ||