Primo Brands (PRMB) CFO discloses Form 4 stock tax withholding

Rhea-AI Filing Summary

Primo Brands Corp (PRMB) Chief Financial Officer reports tax‑related stock transactions. On December 7, 2025, 503 shares of Class A Common Stock and on December 8, 2025, 2,682 shares were withheld and disposed of at $15.47 per share, coded "F" to indicate shares withheld to cover taxes due on vesting restricted stock units.

After these transactions, the CFO directly owns 353,412 shares of Class A Common Stock and indirectly holds 64,745 shares through a trust, a Roth IRA, an LLC, custodial accounts for relatives, and a spouse’s holdings, reflecting his ongoing equity stake in the company.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hass David W.

(Last) (First) (Middle)

1150 ASSEMBLY DRIVE, SUITE 800

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Primo Brands Corp [ PRMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/07/2025		F(1)		503	D	$15.47	356,094	D
Class A Common Stock	12/08/2025		F(1)		2,682	D	$15.47	353,412	D
Class A Common Stock								64,745	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of Class A Common Stock withheld to satisfy tax obligations due upon the vesting of restricted stock units granted to the Reporting Person.

2. Includes (i) 53,934 shares of Class A Common Stock held by David W. Hass Living Trust, of which reporting person is a trustee, (ii) 3,846 shares of Class A Common Stock held by a Roth IRA for the benefit of the reporting person, (iii) 3,481 shares of Class A Common Stock owned by HB Capital LLC, of which reporting person is a member, (iv) 2,656 shares of Class A Common Stock held by the nieces and nephews of the reporting person through custodial accounts under the Uniform Transfers to Minors Act for which the reporting person is custodian, and (v) 828 shares of Class A Common Stock held through reporting person's spouse. The reporting person may be deemed an indirect beneficial owner of the securities held directly by HB Capital LLC. The reporting person disclaims beneficial ownership of the securities held directly by HB Capital LLC, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Michael James, Attorney-in-Fact	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Primo Brands Corp (PRMB) disclose in this Form 4?

This Form 4 reports that the Chief Financial Officer had 503 shares on December 7, 2025 and 2,682 shares on December 8, 2025 of Class A Common Stock withheld and disposed of at $15.47 per share to satisfy tax obligations from vested restricted stock units.

How many Primo Brands (PRMB) shares does the CFO own after the reported transactions?

Following the reported transactions, the Chief Financial Officer directly owns 353,412 shares of Primo Brands Class A Common Stock and indirectly holds 64,745 additional shares through a trust, Roth IRA, LLC, custodial accounts for relatives, and a spouse’s holdings.

What does transaction code "F" mean for the Primo Brands CFO Form 4?

Transaction code "F" in this Form 4 indicates that the reported Class A Common Stock shares were withheld to satisfy tax obligations due upon the vesting of restricted stock units granted to the Chief Financial Officer.

Are the Primo Brands (PRMB) CFO’s indirect holdings detailed in this Form 4?

Yes. The Form 4 notes indirect ownership of 64,745 shares, including 53,934 shares in the David W. Hass Living Trust, 3,846 in a Roth IRA, 3,481 held by HB Capital LLC, 2,656 in custodial accounts for nieces and nephews, and 828 shares held through the CFO’s spouse.

Does the Primo Brands CFO disclaim any beneficial ownership in this Form 4?

The Chief Financial Officer states that he may be deemed an indirect beneficial owner of the securities held by HB Capital LLC but disclaims beneficial ownership of those securities except to the extent of his pecuniary interest in them.

Is the reported Primo Brands (PRMB) Form 4 filed for one reporting person or a group?

The Form 4 is indicated as filed by one reporting person, who serves as the Chief Financial Officer of Primo Brands Corp.