Primo Brands adds director Andrea Brimmer to board

Are there any related-party transactions between Primo Brands (PRMB) and Andrea Brimmer?

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What board change did Primo Brands (PRMB) announce on May 15, 2026?

Who is Andrea Brimmer, the new Primo Brands (PRMB) director?

How long will Andrea Brimmer serve on the Primo Brands (PRMB) board?

What committee will Andrea Brimmer join at Primo Brands (PRMB)?

How will Andrea Brimmer be compensated as a Primo Brands (PRMB) director?

Primo Brands states there have been no transactions since the beginning of its last fiscal year involving Andrea Brimmer that require disclosure under Regulation S-K Item 404(a). The company also notes there are no currently proposed such transactions involving her.

Primo Brands Corporation disclosed that its Board of Directors increased in size from 10 to 11 members on May 15, 2026.

Accepted by SEC EDGAR 05/19/2026 - 04:15 PM EDT

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8-K

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.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Board size: 11 directors New director age: 60 years Director term end: 2027 Annual Meeting +1 more

4 metrics

Board size 11 directors Increased from 10 effective May 15, 2026

New director age 60 years Age of Andrea Brimmer at appointment

Director term end 2027 Annual Meeting Scheduled expiration of Brimmer’s board term

Appointment date May 15, 2026 Effective date of board expansion and appointment

Emerging growth company, Non-Employee Director Compensation Program, indemnification agreement, Sustainability Committee, +1 more

5 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Non-Employee Director Compensation Program financial

"Ms. Brimmer will receive compensation for her service as a director consistent with the Company’s Non-Employee Director Compensation Program"

indemnification agreement regulatory

"the Company is entering into its standard form of indemnification agreement with Ms. Brimmer"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Sustainability Committee other

"Ms. Brimmer will also serve as a member of the Board’s Sustainability Committee."

Item 404(a) of Regulation S-K regulatory

"material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K."

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Primo Brands increased its Board of Directors from 10 to 11 members on May 15, 2026. The newly created seat was filled by Andrea Brimmer, expanding board capacity and adding additional executive and marketing expertise to the company’s governance structure.

Andrea Brimmer is Chief Marketing and Public Relations Officer of Ally Financial Inc., serving in that role since 2015. She also sits on the boards of eHealth, Inc., the Women’s Sports Foundation, the Ad Council and the Detroit Sports Commission, bringing broad leadership experience.

Andrea Brimmer will serve as a Primo Brands director until the company’s 2027 Annual Meeting of Stockholders. Her service could end sooner in cases such as death, resignation, retirement, disqualification or removal, consistent with standard corporate governance practices.

Andrea Brimmer will serve on Primo Brands’ Sustainability Committee as part of her board role. This committee focuses on environmental, social and related governance matters, and her marketing and public relations expertise may support how the company communicates sustainability priorities.

Andrea Brimmer will receive compensation consistent with Primo Brands’ Non-Employee Director Compensation Program. The program’s details are described in the company’s definitive proxy statement filed on March 18, 2026, and apply uniformly to non-employee members of the board.

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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): May 15, 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,

Tampa, Florida 33607

3001 Summer Street

Stamford, Connecticut 06905

(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 5.02.

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 increase in the size of the Board. Ms. Brimmer will serve as a director until the Company’s 2027 Annual Meeting of Stockholders or until her successor shall have been elected and qualified, subject to her earlier death, resignation, retirement, disqualification or removal. Ms. Brimmer will also serve as a member of the Board’s Sustainability Committee.

Ms. Brimmer, age 60, has served as Chief Marketing and Public Relations Officer of Ally Financial Inc., a leading digital financial services company, since 2015. Ms. Brimmer has served as a director of eHealth, Inc. since December 2018. She also serves on the boards of the Women’s Sports Foundation, the Ad Council and the Detroit Sports Commission. Ms. Brimmer holds a Bachelor of Science degree in advertising from Michigan State University. The Board believes Ms. Brimmer’s extensive experience in marketing, public relations and business development and her executive leadership experience qualify her to serve as a director.

Since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Ms. Brimmer had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Ms. Brimmer will receive compensation for her service as a director consistent with the Company’s Non-Employee Director Compensation Program as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2026. In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Ms. Brimmer, which is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K 12G3/A dated November 12, 2024.

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.

Source: View Original Filing on SEC EDGAR

Primo Brands Corporation

Date: May 19, 2026

/s/ Hih Song Kim

Hih Song Kim

Chief Legal Officer & Corporate Secretary

4 documents