Primo Brands Director Stock Election Adds 2,036 Shares

Rhea-AI Filing Summary

Primo Brands Corp director Steven P. Stanbrook reported acquiring 2,036 shares of Class A common stock on 09/30/2025 under the company's Non-Employee Director Compensation Policy, electing stock in lieu of cash. The reported per-share price for the issuance is $22.1, and the transaction increases his total beneficial ownership to 127,061 Class A shares. The filing was submitted on Form 4 and signed by an attorney-in-fact on 10/02/2025. The disclosure states the issuance resulted from director compensation elections rather than an open-market purchase.

Positive

• Director alignment: Steven P. Stanbrook received 2,036 shares, increasing his stake to 127,061 shares
• Compensation election: Shares were issued under the Non-Employee Director Compensation Policy, showing use of equity for pay

Negative

• None.

Insights

Corporate Governance Analyst

Director received stock compensation of 2,036 shares at $22.1.

The filing shows a non-employee director, Steven P. Stanbrook, elected to receive equity instead of cash under the issuer's compensation policy, resulting in an issuance of 2,036 Class A shares on 09/30/2025. This raised his beneficial ownership to 127,061 shares.

This is an administrative equity issuance tied to director pay rather than a market purchase, which aligns director and shareholder interests by increasing equity ownership without indicating opportunistic trading.

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
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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^*

STANBROOK STEVEN P

(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		2,036(1)	A	$22.1	127,061	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.

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 did the Primo Brands (PRMB) Form 4 filed for Steven P. Stanbrook disclose?

The Form 4 discloses an issuance of 2,036 Class A shares on 09/30/2025 at a reported price of $22.1, increasing his beneficial ownership to 127,061 shares.

Why were the 2,036 shares of PRMB issued to the director?

The filing states the director elected to receive Class A common stock in lieu of cash under the issuer's Non-Employee Director Compensation Policy.

Was the transaction a market purchase or an issuance for Primo Brands (PRMB)?

It was an issuance under the company's compensation policy, not an open-market purchase.

When was the Form 4 for PRMB signed and filed?

The Form 4 reflects the transaction date 09/30/2025 and shows an attorney-in-fact signature dated 10/02/2025.

How many Class A shares does Steven P. Stanbrook own after the reported transaction?

Following the issuance, he beneficially owns 127,061 Class A shares.