Primo Brands records stock buyback, major secondary sale

Primo Brands Corporation entered into a Stock Purchase Agreement with an affiliate of One Rock Capital Partners to repurchase 410,340 shares of its Class A common stock.

Rhea-AI Filing Summary

Primo Brands Corporation entered into a Stock Purchase Agreement with an affiliate of One Rock Capital Partners to repurchase 410,340 shares of its Class A common stock. The repurchase price per share equaled the price paid by the underwriter in a concurrent secondary offering, and the transaction closed on August 7, 2026. The repurchased shares are no longer outstanding.

Separately, under an Underwriting Agreement dated August 6, 2026, the same stockholder completed an underwritten secondary offering of 20,000,000 shares of Class A common stock through Morgan Stanley & Co. LLC as underwriter, generating $487.4 million in gross proceeds for the selling stockholder. Primo Brands did not sell any shares and did not receive any of the offering proceeds. The offering was conducted under an effective shelf registration via a prospectus supplement.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Share repurchase size: 410,340 shares Secondary offering size: 20,000,000 shares Gross proceeds to selling stockholder: $487.4 million +2 more

5 metrics

Share repurchase size 410,340 shares Class A common stock repurchased from selling stockholder; shares no longer outstanding

Secondary offering size 20,000,000 shares Shares of Class A common stock sold by selling stockholder in underwritten secondary offering

Gross proceeds to selling stockholder $487.4 million Total gross proceeds from the secondary offering of 20,000,000 shares

Underwriting Agreement date August 6, 2026 Date of Underwriting Agreement among company, selling stockholder, and underwriter

Share repurchase closing date August 7, 2026 Repurchase of 410,340 shares closed concurrently with the offering

Key Terms

secondary offering, Underwriting Agreement, prospectus supplement, shelf registration statement, +1 more

5 terms

secondary offering financial

"in connection with the underwritten secondary offering by the Selling Stockholder of 20,000,000 shares"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

Underwriting Agreement financial

"On August 6, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

prospectus supplement regulatory

"The Offering was made pursuant to a prospectus supplement, dated August 6, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"forms part of the Company’s post-effective amendment on Form S-3 to its shelf registration statement on Form S-1"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Stock Purchase Agreement financial

"entered into a stock purchase agreement (the “Stock Purchase Agreement”) with one of its stockholders"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share repurchase did Primo Brands (PRMB) complete on August 7, 2026?

Primo Brands completed a repurchase of 410,340 shares of its Class A common stock from a stockholder affiliated with One Rock Capital Partners at the underwriter’s offering price, and these shares are no longer outstanding after the transaction closed on August 7, 2026.

What was the size of the secondary offering disclosed by Primo Brands (PRMB)?

A stockholder of Primo Brands completed an underwritten secondary offering of 20,000,000 shares of Class A common stock. The sale was conducted through Morgan Stanley & Co. LLC as underwriter under an effective shelf registration and closed on August 7, 2026.

How much money did the selling stockholder receive in the Primo Brands (PRMB) secondary offering?

The selling stockholder received $487.4 million in total gross proceeds from the underwritten secondary offering of 20,000,000 shares of Primo Brands’ Class A common stock. All proceeds went to the selling stockholder, not to Primo Brands.

Did Primo Brands (PRMB) issue any new shares in this transaction?

Primo Brands did not issue or sell any new shares in the secondary offering. All 20,000,000 shares were sold by an existing stockholder, while Primo Brands only repurchased 410,340 shares directly from that stockholder.

Who underwrote the Primo Brands (PRMB) secondary offering and under what agreement?

Morgan Stanley & Co. LLC acted as the underwriter under an Underwriting Agreement dated August 6, 2026 among Primo Brands, the selling stockholder, and the underwriter. The agreement included customary representations, covenants, conditions, indemnification, and termination provisions.

Under what registration did Primo Brands (PRMB) conduct the secondary offering?

The secondary offering was made pursuant to a prospectus supplement dated August 6, 2026 to a base prospectus dated December 4, 2025, which forms part of Primo Brands’ post-effective amendment on Form S-3 to its shelf registration statement on Form S-1.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/10/2026 - 06:01 AM Accepted by SEC EDGAR 08/07/2026 - 05:31 PM Learn about SEC filing dates

false 0002042694 0002042694 2026-08-05 2026-08-05 0002042694 dei:OtherAddressMember 2026-08-05 2026-08-05

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): August 5, 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,		3001 Summer Street
Tampa, Florida 33607		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 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On August 5, 2026, Primo Brands Corporation (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with one of its stockholders (the “Selling Stockholder”), which is an affiliate of One Rock Capital Partners, LLC. Pursuant to the Stock Purchase Agreement, the Company agreed to repurchase 410,340 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), from the Selling Stockholder at a price per share equal to the price paid by the underwriter in the Offering (as defined below) (the “Share Repurchase”). The Share Repurchase closed concurrently with the Offering on August 7, 2026. The repurchased shares of Class A Common Stock are no longer outstanding.

The foregoing description of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Underwriting Agreement

On August 6, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Selling Stockholder and Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), in connection with the underwritten secondary offering by the Selling Stockholder of 20,000,000 shares of Class A Common Stock, resulting in total gross proceeds to the Selling Stockholder of $487.4 million (the “Offering”). The Offering closed on August 7, 2026. The Selling Stockholder received all of the proceeds from the Offering. No shares of Class A Common Stock were sold by the Company.

The Offering was made pursuant to a prospectus supplement, dated August 6, 2026, to the prospectus, dated December 4, 2025, which forms part of the Company’s post-effective amendment on Form S-3, including exhibits, to its shelf registration statement on Form S-1 (File No. 333-284501), filed with the Securities and Exchange Commission on December 2, 2025, and which became effective on December 4, 2025.

The Underwriting Agreement contains customary representations, warranties, covenants, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder, and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 6, 2026, among the Company, the Selling Stockholder, and Morgan Stanley & Co. LLC, as underwriter.
10.1		Stock Purchase Agreement, dated August 5, 2026, between the Company and the Selling Stockholder.
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: August 7, 2026				By:		/s/ Hih Song Kim
						Hih Song Kim
						Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 49.4 KB

Other Documents

• EX-1.1 EX-1.1 180.5 KB
• 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