Primo Brands to Eliminate COO Position

Primo Brands Corporation is restructuring its leadership by eliminating the Chief Operating Officer role so that operations leadership reports directly to the Chief Executive Officer.

Rhea-AI Filing Summary

Primo Brands Corporation is restructuring its leadership by eliminating the Chief Operating Officer role so that operations leadership reports directly to the Chief Executive Officer. As a result, Robert Austin will cease serving as principal operating officer on July 7, 2026 but will remain Chief Operating Officer to support a transition through December 31, 2026. CEO Eric Foss has been appointed principal operating officer effective the transition date, consolidating top leadership roles. Austin will receive separation pay and benefits under the company’s severance and equity plans, including continued and accelerated vesting of certain equity awards and a supplemental separation payment of $330,000 for benefits continuation.

Positive

• None.

Negative

• Primo Brands is eliminating the standalone Chief Operating Officer role, with Robert Austin ending his service as principal operating officer on July 7, 2026, which marks a notable change in senior leadership structure.

Insights

Corporate governance analyst

Primo Brands is consolidating leadership, with added severance cost and COO transition.

Primo Brands Corporation is removing its standalone Chief Operating Officer role so operations report directly to CEO Eric Foss, who becomes principal operating officer on July 7, 2026. This concentrates decision-making at the top and simplifies the executive structure.

Robert Austin will no longer serve as principal operating officer from the transition date but will support the handover until December 31, 2026. He receives separation benefits under existing severance and equity plans plus a supplemental separation payment of $330,000 for benefits continuation.

The change represents a notable C-suite adjustment, with some additional near-term compensation cost. Future company filings may clarify how the combined CEO/operating role affects execution and operational performance after the separation date.

8-K Event Classification

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.

Key Figures

Transition Date: July 7, 2026 Separation Date: December 31, 2026 Supplemental separation payment: $330,000 +1 more

4 metrics

Transition Date July 7, 2026 Effective date Robert Austin ceases as principal operating officer and CEO becomes principal operating officer

Separation Date December 31, 2026 Date through which Robert Austin will support transition as Chief Operating Officer

Supplemental separation payment $330,000 Additional payment to Robert Austin for benefits continuation

RSU awards reference date December 2024 Grant date of time-vesting and performance-vesting RSU awards with continued eligibility and vesting

Key Terms

principal operating officer, Severance and Non-Competition Plan, Equity Incentive Plan, restricted share unit, +1 more

5 terms

principal operating officer financial

"Eric Foss, the Company’s Chief Executive Officer, has been appointed as principal operating officer of the Company"

Severance and Non-Competition Plan financial

"separation pay and benefits in accordance with the Primo Brands Corporation Severance and Non-Competition Plan"

Equity Incentive Plan financial

"equity treatment in accordance with the Primo Brands Equity Incentive Plan and the award agreements thereunder"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

restricted share unit financial

"continued vesting of the final tranche of his time-vesting restricted share unit award granted in December 2024"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

Class B Units financial

"accelerated vesting of all of his Class B Units in Triton Water Parent Holdings, LP"

FAQ

What organizational change did Primo Brands (PRMB) announce on July 2, 2026?

Primo Brands announced it will eliminate the Chief Operating Officer role, shifting operations leadership to report directly to the CEO. This consolidates oversight under CEO Eric Foss, who becomes principal operating officer effective July 7, 2026.

When will Robert Austin step down as principal operating officer of Primo Brands (PRMB)?

Robert Austin will stop serving as principal operating officer effective July 7, 2026. He will, however, remain employed as Chief Operating Officer to support a transition of responsibilities through December 31, 2026 under agreed separation terms.

Will Primo Brands (PRMB) hire a new Chief Operating Officer?

Primo Brands does not intend to hire a replacement for the Chief Operating Officer role. Instead, operations leadership will report directly to the CEO, and Eric Foss has been appointed principal operating officer alongside his existing Chief Executive Officer responsibilities.

What separation benefits will Robert Austin receive from Primo Brands (PRMB)?

Robert Austin will receive separation pay and benefits under Primo Brands’ Severance and Non-Competition Plan and his offer letter, plus equity treatment under the Equity Incentive Plan. He also receives a supplemental separation payment of $330,000 for benefits continuation.

How will Robert Austin’s equity awards be treated in the Primo Brands (PRMB) transition?

Robert Austin will receive continued vesting of the final tranche of his time-vesting RSU award granted in December 2024, continued eligibility for his performance-vesting RSUs, and accelerated vesting of all Class B Units in Triton Water Parent Holdings, LP.

Who will act as principal operating officer at Primo Brands (PRMB) after the transition?

Eric Foss, Primo Brands’ Chief Executive Officer, has been appointed principal operating officer effective July 7, 2026. Operations leadership will report directly to him, combining overall corporate and day-to-day operating oversight in a single executive role.

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

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Accepted by SEC EDGAR 07/07/2026 - 04:30 PM Learn about SEC filing dates

Primo Brands Corp false 0002042694 0002042694 2026-07-02 2026-07-02

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 2, 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 2, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) determined that the Company’s operations leadership will report directly to the Chief Executive Officer, enabling stronger accountability and a more streamlined leadership model. As a result, on July 2, 2026, the Board determined to eliminate the Chief Operating Officer position and that Robert Austin will no longer serve as principal operating officer of the Company, effective as of July 7, 2026 (the “Transition Date”). Mr. Austin will remain employed as the Company’s Chief Operating Officer and support the transition of his responsibilities from the Transition Date through December 31, 2026 (the “Separation Date”). The Company does not intend to hire a replacement for the Chief Operating Officer role. Eric Foss, the Company’s Chief Executive Officer, has been appointed as principal operating officer of the Company, effective as of the Transition Date, in addition to his current role as Chief Executive Officer.

In connection with the foregoing, Mr. Austin will be entitled to receive (i) the separation pay and benefits in accordance with the Primo Brands Corporation Severance and Non-Competition Plan, as modified by Mr. Austin’s offer letter, by and between Mr. Austin and the Company, dated December 11, 2024, and (ii) the equity treatment in accordance with the Primo Brands Equity Incentive Plan and the award agreements thereunder. In addition, in consideration of his continued support and transition services that will be provided through the Separation Date, and in recognition of his long tenure and contributions to the Company, Mr. Austin will be provided with (i) continued vesting of the final tranche of his time-vesting restricted share unit award granted in December 2024 and continued eligibility to vest into all of his performance-vesting restricted share unit award granted in December 2024, (ii) accelerated vesting of all of his Class B Units in Triton Water Parent Holdings, LP and (iii) a supplemental separation payment of $330,000 for benefits continuation.

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 7, 2026				By:		/s/ Hih Song Kim
						Hih Song Kim
						Chief Legal Officer and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB