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Primo Brands (PRMB) adds Planet Fitness CFO Sudhanshu Priyadarshi as director

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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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 change date July 14, 2026 Date the board accepted Minsok Pak’s resignation and appointed Sudhanshu Priyadarshi
Director age 49 Age of new director Sudhanshu Priyadarshi
Director term end reference 2027 Annual Meeting of Stockholders Stated endpoint of Priyadarshi’s current board term, subject to standard changes
Par value per share $0.01 per share Par value of Class A common stock listed on the New York Stock Exchange
Company telephone (813) 544-8515 Registrant’s telephone number for Primo Brands Corporation
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934... 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.
Audit Committee financial
"Mr. Priyadarshi will also serve as a member of the Board’s Audit Committee and Sustainability Committee."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Sustainability Committee other
"serve as a member of the Board’s Audit Committee and Sustainability Committee."
Sponsor Nominee regulatory
"Mr. Priyadarshi was appointed to the Board as a Sponsor Nominee in accordance with the Stockholders Agreement"
Stockholders Agreement regulatory
"in accordance with the Stockholders Agreement, dated November 7, 2024, by and between the Company"
indemnification agreement regulatory
"the Company is entering into its standard form of indemnification agreement with Mr. Priyadarshi"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board changes did Primo Brands (PRMB) disclose for July 14, 2026?

On July 14, 2026, Primo Brands’ board accepted the resignation of director Minsok Pak and appointed Sudhanshu Priyadarshi to fill the resulting vacancy, including service on the Audit and Sustainability Committees.

Why did Minsok Pak resign from the Primo Brands (PRMB) board?

Minsok Pak resigned after accepting an executive role with an industry participant, consistent with Primo Brands’ Corporate Governance Guidelines following a change in his principal employment responsibilities, and not because of any disagreement over company operations or policies.

Who is Sudhanshu Priyadarshi, the new director at Primo Brands (PRMB)?

Sudhanshu Priyadarshi, age 49, is Chief Financial Officer and President, International at Planet Fitness, Inc., with prior senior finance roles at Keurig Dr Pepper, Vista Outdoor, Flexport, Walmart, Cipla and PepsiCo, and current board service at Wabash National Corporation.

How long will Sudhanshu Priyadarshi serve on the Primo Brands (PRMB) board?

Sudhanshu Priyadarshi will serve as a director until the 2027 Annual Meeting of Stockholders or until his successor is elected and qualified, subject to earlier death, resignation, retirement, disqualification or removal under standard governance terms.

What board committees will Sudhanshu Priyadarshi join at Primo Brands (PRMB)?

Sudhanshu Priyadarshi will serve as a member of Primo Brands’ Audit Committee and Sustainability Committee, adding his finance, logistics and technology experience to these key oversight and strategic areas of the board’s work.

How will Sudhanshu Priyadarshi be compensated as a Primo Brands (PRMB) director?

Primo Brands states that Sudhanshu Priyadarshi will receive director compensation consistent with its Non-Employee Director Compensation Program and will enter into the company’s standard indemnification agreement customarily provided to non-employee directors.
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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): July 14, 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 July 14, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) accepted the resignation of Minsok Pak from the Board. Mr. Pak, who has accepted an executive role with an industry participant, tendered his resignation in accordance with the Company’s Corporate Governance Guidelines as a result of a change in his principal employment responsibilities. Mr. Pak’s resignation is not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Additionally, on July 14, 2026, the Board appointed Sudhanshu Priyadarshi to serve on the Board, effective July 14, 2026, to fill the vacancy created by Mr. Pak’s resignation. Mr. Priyadarshi will serve as a director until the Company’s 2027 Annual Meeting of Stockholders or until his successor shall have been elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. Mr. Priyadarshi will also serve as a member of the Board’s Audit Committee and Sustainability Committee.

Mr. Priyadarshi, age 49, is Chief Financial Officer and President, International for Planet Fitness, Inc., where he oversees the company’s finance, strategy, investor relations, and information technology functions, in addition to leading its international business operations. He previously served as an advisor to Keurig Dr Pepper (“KDP”) from November 2025 until April 2026 after having served as KDP’s Chief Financial Officer and President, International from November 2023 to November 2025. He previously served as KDP’s Chief Financial Officer from November 2022 until November 2023. Prior to KDP, he served as the Chief Financial Officer of Vista Outdoor Inc. from April 2020 to October 2022. Earlier in his career, Mr. Priyadarshi served as Chief Financial Officer of Flexport and held senior leadership roles at Walmart Inc. and Cipla. Mr. Priyadarshi began his career at PepsiCo, where he spent 14 years in finance and strategy roles, including as Chief Financial Officer for Global R&D and Nutrition. Mr. Priyadarshi currently serves on the board of directors of Wabash National Corporation and he previously served on the board of directors of Chobani LLC from 2025 to 2026. The Board believes that Mr. Priyadarshi’s extensive finance, logistics and technology expertise, and experience with packaged goods companies, will be a valuable contribution to the Board.

Mr. Priyadarshi was appointed to the Board as a Sponsor Nominee (as defined in the Amended and Restated Certificate of Incorporation of the Company (the “Charter”)) in accordance with the Stockholders Agreement, dated November 7, 2024, by and between the Company, Triton Water Parent Holdings, LP and the other parties joined thereto from time to time, and the Charter.

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

Mr. Priyadarshi will receive compensation for his service as a director consistent with the Company’s Non-Employee Director Compensation Program, which is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K 12G3/A dated November 12, 2024. In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Priyadarshi, 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.

 

    Primo Brands Corporation
Date: July 16, 2026     By:  

/s/ Hih Song Kim

      Hih Song Kim
      Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

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