Every 8-K that Primo Brands (PRMB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PRMB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PRMB filings page.
Primo Brands Corporation (PRMB) reports a Board change tied to its stockholder arrangements. On August 14, 2026, after a decrease in the Class A common stock ownership held by Triton Water Parent Holdings, LP and its affiliates (the ORCP Stockholders), director Allison Spector resigned from the Board. Her resignation became effective upon acceptance by the Unaffiliated Directors on August 18, 2026, and is stated not to be due to any disagreement regarding operations, policies or practices. In connection with this resignation, the Board size was reduced to ten directors, as provided for in the Company’s Amended and Restated Certificate of Incorporation and agreed to by the Initial ORCP Stockholder.
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.
Primo Brands Corporation reported higher results for the quarter ended June 30, 2026. Net sales rose to 1,796.2 (USD $M) from 1,730.1, a 3.8% increase, while net income from continuing operations more than doubled to $69.2 million, or $0.19 per diluted share, up from $30.5 million, or $0.08.
Adjusted EBITDA increased to 385.0 (USD $M) from 366.7, with margin improving to 21.4% from 21.2%. By water type, regional spring water net sales reached 911.0 (USD $M) and premium water grew to 114.2 from 87.5. Operating cash flow from continuing operations was $227.9 million, supporting free cash flow of 123.3 and adjusted free cash flow of 200.1 (USD $M) for the quarter.
For 2026, Primo Brands raised its comparable net sales growth outlook to 2–4% (from 1–3%) and reaffirmed its Adjusted EBITDA guidance range of 1,465–1,515 (USD $M) and adjusted free cash flow guidance of 790–810 (USD $M). The company reported a net leverage ratio of 3.42x based on Q2 2026 TTM Adjusted EBITDA.
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.
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.
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.
Primo Brands Corporation reported first quarter 2026 net sales of $1,626.1 million, up slightly from $1,613.7 million a year ago, as management described a strong start to the year led by retail growth and premium brands.
Despite higher revenue, net income from continuing operations declined to $27.3 million from $34.7 million, and Adjusted EBITDA fell to $306.0 million from $341.5 million, compressing the Adjusted EBITDA margin to 18.8% from 21.2%. Free cash flow was negative $14.3 million, but Adjusted free cash flow improved to $128.6 million from $54.7 million.
For full-year 2026, Primo Brands raised its organic Net Sales growth outlook to 1%–3% from 0%–1%, while slightly lowering the bottom end of its Adjusted EBITDA range to $1,465–$1,515 million. Guidance for Adjusted free cash flow remains at $790–$810 million, and the company highlighted its focus on long-term growth, margin expansion and cash generation.
Primo Brands Corporation reported voting results from its Annual Meeting of Stockholders held on April 28, 2026. A total of 348,936,785 Class A common shares were represented, about 96.1% of shares outstanding as of the March 5, 2026 record date, indicating very high participation.
Stockholders elected ten directors for terms running until the 2027 annual meeting. Each nominee received over 334 million votes in favor, with relatively few votes withheld and broker non-votes reported for each director. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026, with 348,863,238 votes for, 60,819 against and 12,728 abstentions.
In addition, stockholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 334,569,791 votes for, 3,646,738 against, 48,809 abstentions and 10,671,447 broker non-votes. Overall, all proposals described in the proxy statement were approved.
Primo Brands Corporation refinanced its main term loan facility through a Fifth Amendment to its First Lien Credit Agreement. The company replaced its existing term loan maturing in March 2028 with a new senior secured first lien term loan facility totaling $3,090 million, referred to as the Refinancing Term Facility.
The Refinancing Term Facility matures in March 2031 and amortizes in equal quarterly installments equal to 1.00% per year of the principal. Proceeds were used to repay the prior term loans and cover related fees and expenses. Borrowings will bear interest, at the company’s option, at a base rate plus a margin or at one-, three- or six‑month SOFR plus a margin, with SOFR loans carrying a 2.75% applicable margin and a 0.50% SOFR floor.
The amendment also adds a “soft call” feature: if a defined “Repricing Event” occurs within six months of the March 31, 2026 closing date, the borrowers must pay a 1.00% prepayment premium on the affected principal. All other material terms of the credit agreement remain unchanged.
Primo Brands Corporation reported strong growth for 2025 as it continues integrating its recent business combination. Net sales for the year rose to $6,664.0 million from $5,152.5 million, a 29.3% increase, while net income from continuing operations improved to $80.4 million from a loss of $12.6 million. Adjusted net income nearly doubled to $498.1 million, and Adjusted EBITDA climbed to $1,446.8 million from $994.6 million, lifting Adjusted EBITDA margin to 21.7% from 19.3%.
In the fourth quarter, net sales grew 11.2% to $1,554.1 million, and the net loss from continuing operations narrowed sharply to $25.3 million from $153.9 million. Free cash flow for 2025 was $245.9 million, with Adjusted Free Cash Flow of $750.3 million, supported by $680.3 million of operating cash flow. Primo ended 2025 with net debt of $4,872.4 million and a net leverage ratio of 3.37x.
Primo Brands Corporation reported a change in its board of directors. On January 12, 2026, Kimberly Reed notified the company that she will resign from the Board effective January 15, 2026. She served on the Nominating and Governance Committee and chaired the Sustainability Committee, and her decision was stated not to be due to any disagreement with the company’s operations, policies, or practices.
Effective January 15, 2026, the Board appointed Minsok Pak, age 56, to fill the vacancy. He will serve as a director until the 2026 Annual Meeting of Stockholders, and will sit on the Audit Committee and Sustainability Committee. The filing highlights his senior leadership roles at CJ Foods, Mondelēz International, Target Corporation, and earlier experience at McKinsey & Company. He is a Sponsor Nominee under a stockholders agreement, has no disclosable related‑party transactions, and will be compensated under the company’s standard non‑employee director program with a customary indemnification agreement.
Primo Brands Corporation increased its share repurchase authorization by $50 million, bringing the total program to $300 million for Class A common stock. The company reported $202.3 million of remaining capacity as of November 9, 2025.
Repurchases may occur at management’s discretion via open market purchases, block trades, accelerated or other structured programs, privately negotiated transactions, Rule 10b5-1 plans, or other means, and will be conducted in accordance with Rule 10b-18. The program does not obligate any particular amount of repurchases and may be modified, suspended, or terminated at any time by the Board.
Primo Brands (PRMB) appointed Eric Foss as Executive Chairman and Chief Executive Officer, effective November 5, 2025, with Robbert Rietbroek transitioning from CEO and resigning from the Board. C. Dean Metropoulos stepped down as Non‑Executive Chairman and remains a director. Foss will also serve as interim principal operating officer.
Compensation terms: Foss will receive a $1,500,000 annual base salary (prorated for 2025) and, beginning in 2026, will be eligible for a bonus targeting 200% of salary, up to 300%. Perquisites include up to 115 hours of business aircraft usage per year (25 hours in 2025), a $16,000 annual vehicle allowance, an executive physical up to $10,000 annually, and up to $25,000 in legal fee reimbursement.
Equity awards: Annual LTI for 2026 targets $6,000,000 (66% performance RSUs tied to three‑year TSR; 34% time‑based RSUs vesting over three years). An additional $6,000,000 inducement award grants on November 7, 2025 with similar mix and vesting. COO update: Robert Austin returns from leave on November 10, 2025, resuming COO and principal operating officer roles.
Primo Brands Corporation reported that it announced financial results for the three and nine months ended September 30, 2025, and furnished the related press release as Exhibit 99.1 in a Form 8-K dated November 6, 2025.
The company states that the information provided under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act. Primo Brands’ Class A common stock trades on the NYSE under the symbol PRMB.
Primo Brands Corporation reported a temporary leadership change in its operations team. The company’s Chief Operating Officer, Robert Austin, will take a planned leave of absence effective September 30, 2025, at which time he will stop serving as COO and instead act as a Senior Advisor to the company during his leave.
The Board of Directors has designated Chief Executive Officer Robbert Rietbroek to serve as Primo Brands’ principal operating officer on an interim basis starting September 10, 2025. During this period, certain senior operations executives will report directly to Mr. Rietbroek, consolidating operational oversight under the CEO until Mr. Austin’s return.