Primo Brands Corp (PRMB) Form 4 details RSU tax share withholding

Rhea-AI Filing Summary

Primo Brands Corp reported insider activity by its Chief Accounting Officer on a Form 4. The filing shows that Class A common shares were withheld to cover tax obligations arising from vested restricted stock units. On December 7, 2025, 427 shares of Class A common stock were disposed of at $15.47 per share under transaction code F, leaving 101,248 shares beneficially owned. On December 8, 2025, a further 376 shares were disposed of at $15.47 per share, resulting in 100,872 shares of Class A common stock beneficially owned directly after the reported transactions.

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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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^*

Ausher Jason R

(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 Accounting 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)		427	D	$15.47	101,248	D
Class A Common Stock	12/08/2025		F(1)		376	D	$15.47	100,872	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. 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.

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) report on this Form 4?

The filing reports that the Chief Accounting Officer had Class A common stock withheld to satisfy tax obligations upon the vesting of restricted stock units, recorded as disposition transactions under code F.

How many Primo Brands Corp (PRMB) shares were disposed of for tax withholding?

The officer had 427 shares of Class A common stock disposed of on December 7, 2025, and 376 shares disposed of on December 8, 2025, in connection with RSU vesting tax obligations.

What price was used for the Primo Brands Corp (PRMB) tax withholding transactions?

Both reported dispositions of Class A common stock were recorded at a price of $15.47 per share.

How many Primo Brands Corp (PRMB) shares does the reporting person own after these transactions?

After the reported tax withholding transactions, the reporting person beneficially owns 100,872 shares of Primo Brands Corp Class A common stock directly.

Why were Primo Brands Corp (PRMB) shares withheld from the reporting person?

According to the explanation, the shares represent Class A common stock withheld to satisfy tax obligations due upon the vesting of restricted stock units granted to the reporting person.

What is the reporting person’s role at Primo Brands Corp (PRMB)?

The reporting person is an officer of Primo Brands Corp, serving as the Chief Accounting Officer.