Primo Brands Corp (PRMB) CFO discloses RSU grant and updated share ownership

Rhea-AI Filing Summary

Primo Brands Corp Chief Financial Officer reported equity transactions in the company’s Class A common stock. On 12/10/2025, the officer received an award of 34,605 restricted stock units (RSUs), each representing one share of Class A common stock, which will vest in equal one-third installments on each of the first, second and third anniversaries of the grant date. On 12/11/2025, 3,274 shares of Class A common stock were withheld at $16.08 per share to cover tax obligations upon RSU vesting. After these transactions, the officer directly held 384,743 shares and indirectly held 64,745 shares through various personal and family-related entities and accounts.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hass David W.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	3,274	$16.08	$53K
Grant/Award	Class A Common Stock	34,605	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 384,743 shares (Direct); Class A Common Stock — 64,745 shares (Indirect, See Footnote)

Footnotes (1)

1. Represents an award of restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest in equal one-third installments on each of the first, second and third anniversaries of the grant date. 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. 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.

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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).

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)
12/10/2025

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	12/10/2025		A(1)		34,605	A	$0	388,017	D
Class A Common Stock	12/11/2025		F(2)		3,274	D	$16.08	384,743	D
Class A Common Stock								64,745	I	See Footnote(3)

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 an award of restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest in equal one-third installments on each of the first, second and third anniversaries of the grant date.

2. 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.

3. 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.

	/s/ Michael James, Attorney-in-Fact	12/12/2025
	** 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.