PRMB Form 4: Director Increases Holdings to 17,026 Shares

Rhea-AI Filing Summary

Metropoulos C. Dean, a director of Primo Brands Corp (PRMB), reported acquiring 1,244 shares of Class A Common Stock on 09/30/2025 under a Non-Employee Director Compensation Policy that elected stock in lieu of cash and deferred receipt. The reported price per share is $22.10, and the acquisition increased the director's beneficial ownership to 17,026 shares. The Form 4 was signed by an attorney-in-fact on 10/02/2025 and references Exhibit 24.1, a Power of Attorney.

Positive

• Acquisition of 1,244 Class A shares at $22.10 on 09/30/2025
• Total beneficial ownership increased to 17,026 shares
• Transaction stems from Non-Employee Director Compensation Policy, indicating compensation in equity rather than cash

Negative

• None.

Insights

Corporate Governance Expert

Director received equity compensation and increased holdings to align with shareholders.

This Form 4 shows a director-level equity grant: 1,244 Class A shares were acquired at $22.10, bringing total beneficial ownership to 17,026 shares.

Because the shares arose from the issuer's Non-Employee Director Compensation Policy and were deferred, the filing documents a routine compensation election rather than an open-market purchase.

Securities Compliance Expert

Filing documents the transaction and includes a Power of Attorney signature.

The Form 4 lists the transaction date as 09/30/2025 and shows execution via attorney-in-fact on 10/02/2025, with Exhibit 24.1 referenced for the Power of Attorney.

This filing records the required Section 16 disclosure for a director's stock compensation election and deferred receipt.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Metropoulos C. Dean

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,244	$22.10	$27K

Holdings After Transaction: Class A Common Stock — 17,026 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

Metropoulos C. Dean

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		1,244(1)	A	$22.1	17,026	D

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. Pursuant to the Issuer's Non-Employee Director Compensation Policy, the Reporting Person has elected to receive Class A Common Stock of the Issuer in lieu of cash compensation. The Reporting Person has deferred receiving the Class A Common Stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Michael James, Attorney-in-Fact	10/02/2025
	** 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 transaction did Metropoulos C. Dean disclose on the PRMB Form 4?

The disclosure reports acquisition of 1,244 Class A Common Stock shares on 09/30/2025 at $22.10 per share.

How many Primo Brands (PRMB) shares does the director own after the transaction?

The director's beneficial ownership following the reported transaction is 17,026 shares.

Why were the shares issued to the director?

The shares were issued pursuant to the issuer's Non-Employee Director Compensation Policy as an election in lieu of cash, with receipt deferred.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, Michael James, on 10/02/2025 and references Exhibit 24.1 (Power of Attorney).

Was this Form 4 filed for a director or a 10% owner?

The form indicates the reporting person is a Director, not labeled as a 10% owner.