Primo Brands insider-linked entities sell 20.4M shares

Primo Brands Corp director and ten-percent owner Tony W. Lee reported an indirect sale of 20,410,340 shares of Class A Common Stock at $24.37 per share.

Rhea-AI Filing Summary

Primo Brands Corp director and ten-percent owner Tony W. Lee reported an indirect sale of 20,410,340 shares of Class A Common Stock at $24.37 per share. After the transaction, entities associated with him held 95,800,466 shares of Class A Common Stock. The shares are held of record by Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP, with Lee and others sharing voting and investment discretion and disclaiming beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

Net Seller: 20,410,340 shares

Net Sell 1 txn

Insider Lee Tony W

Role Director, 10% Owner

Sold 20,410,340 shs ($497.40M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	20,410,340	$24.37	$497.40M

Holdings After Transaction: Class A Common Stock — 95,800,466 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Triton Water Equity Holdings, LP is the record holder of 77,206,737 shares of Class A Common Stock and Triton Water Forward Holdings, LP is the record holder of 18,593,729 shares of Class A Common Stock. ORCP III DE TopCo GP, LLC is the general partner of Triton Water Parent Holdings, LP. Triton Water Parent Holdings, LP is the managing member of Triton Water Equity Holdings, GP, LLC, which is the general partner of Triton Water Equity Holdings, LP and the managing member of Triton Water Forward Holdings GP, LLC, which is the general partner of Triton Water Forward Holdings, LP. Scott Spielvogel and Tony W. Lee are the managing members of ORCP III DE TopCo GP, LLC and share voting and investment discretion with respect to the securities held of record by each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP.
2. F2. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Key Figures

Shares sold: 20,410,340 shares Sale price per share: $24.37 Shares held after transaction: 95,800,466 shares +2 more

5 metrics

Shares sold 20,410,340 shares Indirect sale of Class A Common Stock on 2026-08-07

Sale price per share $24.37 Price per share for the 20,410,340-share sale

Shares held after transaction 95,800,466 shares Indirectly held Class A Common Stock following the sale

Triton Water Equity Holdings stake 77,206,737 shares Class A Common Stock held of record by Triton Water Equity Holdings, LP

Triton Water Forward Holdings stake 18,593,729 shares Class A Common Stock held of record by Triton Water Forward Holdings, LP

Key Terms

beneficial ownership, pecuniary interest, managing member, Class A Common Stock

4 terms

beneficial ownership financial

"may be deemed to share beneficial ownership of the securities held of record"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims any such beneficial ownership except to the extent of their pecuniary interest"

managing member financial

"Scott Spielvogel and Tony W. Lee are the managing members of ORCP III DE TopCo GP"

A managing member is an owner of a limited liability company (LLC) who also has the authority and responsibility to run the company’s day-to-day operations and make business decisions on behalf of the LLC. For investors, this matters because the managing member holds the key decision-making power and accountability—like a team captain who both owns part of the team and calls the plays—which affects strategy, risk, and how quickly the company can act.

Class A Common Stock financial

"is the record holder of 77,206,737 shares of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PRMB report for Tony W. Lee?

Tony W. Lee reported an indirect sale of 20,410,340 shares of Primo Brands Corp Class A Common Stock at $24.37 per share. The sale was reported as a non-derivative transaction coded as an open market or private sale.

How many PRMB shares do entities associated with Tony W. Lee hold after the sale?

After the reported transaction, entities associated with Tony W. Lee held 95,800,466 shares of Primo Brands Corp Class A Common Stock. These consist of shares held of record by Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP.

Who is the record holder of the PRMB shares linked to Tony W. Lee?

The record holders are Triton Water Equity Holdings, LP with 77,206,737 shares and Triton Water Forward Holdings, LP with 18,593,729 shares of Primo Brands Corp Class A Common Stock, as described in the filing footnotes.

Does Tony W. Lee directly own the PRMB shares reported in this Form 4?

The shares are reported as indirectly owned, held by affiliated limited partnerships. The filing states that each related person or entity may be deemed to share beneficial ownership but disclaims such ownership except for any pecuniary interest.

Was the PRMB insider transaction made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the sale was made pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

What role does Tony W. Lee have at Primo Brands Corp related to this PRMB filing?

Tony W. Lee is reported as a director and ten-percent owner of Primo Brands Corp. He is also a managing member of entities that share voting and investment discretion over the reported Class A Common Stock holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 08:30 PM Accepted by SEC EDGAR 08/10/2026 - 08:30 PM Learn about SEC filing dates

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^*

Lee Tony W

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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

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

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

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	08/07/2026		S		20,410,340	D	$24.37	95,800,466	I	See Footnote(1)(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. Triton Water Equity Holdings, LP is the record holder of 77,206,737 shares of Class A Common Stock and Triton Water Forward Holdings, LP is the record holder of 18,593,729 shares of Class A Common Stock. ORCP III DE TopCo GP, LLC is the general partner of Triton Water Parent Holdings, LP. Triton Water Parent Holdings, LP is the managing member of Triton Water Equity Holdings, GP, LLC, which is the general partner of Triton Water Equity Holdings, LP and the managing member of Triton Water Forward Holdings GP, LLC, which is the general partner of Triton Water Forward Holdings, LP. Scott Spielvogel and Tony W. Lee are the managing members of ORCP III DE TopCo GP, LLC and share voting and investment discretion with respect to the securities held of record by each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP.

2. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Remarks:

ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Scott Spielvogel, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC are filing a separate Form 4 with respect to the securities reported herein.

	/s/ Tony W. Lee	08/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)