Primo Brands Corp (PRMB) insiders enter $139M prepaid share forward using 18.6M pledged shares

Rhea-AI Filing Summary

Primo Brands Corp insider Triton Water Forward Holdings, LP entered into a prepaid variable share forward contract secured by 18,593,729 Class A common shares. These shares were released from a prior margin loan and re‑pledged to an unaffiliated bank as collateral under the new forward arrangement, representing approximately 16% of the common stock beneficially owned by the reporting owners.

Under the contract, Triton Water Forward Holdings received a prepayment of about $139 million, which was used to refinance existing obligations under a margin loan. The forward requires delivery to the bank, by dates running through a maturity date of January 6, 2028, of either up to the pledged shares or an equivalent amount of cash, depending on share price formulas based on a floor price of $7.50 and a cap price of $15.75.

During the term of the forward, Triton Water Forward Holdings retains ownership, voting rights, and ordinary dividend rights on the pledged shares, subject to certain dividend-related payments to the bank and potential share delivery if it settles in stock or upon default.

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).

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 NY 10111

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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

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
Forward Contract (conditional obligation to sell)(1)(2)(3)(4)(5)(6)	(1)(2)(3)(4)(5)(6)	12/08/2025		J/K(1)		1(1)(2)(3)(4)(5)(6)		(1)(2)(3)(4)(5)(6)	(1)(2)(3)(4)(5)(6)	Class A Common Stock	(1)(2)(3)(4)(5)(6)	(1)(2)(3)(4)(5)(6)	1(1)(2)(3)(4)(5)(6)	I	See Footnote(7)

Explanation of Responses:

1. On December 8, 2025, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC entered into an amendment to that certain margin loan agreement dated as of November 17, 2024 with JPMorgan Chase Bank, N.A., as Calculation Agent and Administrative Agent, and lenders from time to time party thereto, as amended (the "Loan Agreement") to refinance the Loan Agreement (the "Refinancing Amendment"). As part of the refinancing, on December 8, 2025, Triton Water Forward Holdings, LP ("TWFH"), a wholly-owned subsidiary of Triton Water Parent Holdings, LP entered into a pre-paid variable share forward transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation and related Supplemental Confirmation (the "Forward Contract").

2. Pursuant to the Refinancing Amendment, among other things, 18,593,729 shares of Class A common stock of the Issuer, par value $0.01 per share ("Common Stock") were released from the collateral pledged for the Loan Agreement, and TWFH pledged such 18,593,729 shares of Common Stock (the "VPF Pledged Shares") to secure its obligations under the Forward Contract. The VPF Pledged Shares represent approximately 16% of the shares of Common Stock beneficially owned by the Reporting Owners.

3. The Forward Contract obligates TWFH to deliver to the Bank, on one or more specified dates over a period of time ending on the maturity date of January 6, 2028 (the "Maturity Date"), at TWFH's option, either, (i) up to an aggregate number of shares of Common Stock equal to the number of shares pledged by TWFH or (ii) at TWFH's election, subject to certain conditions, an equivalent amount of cash. Under the terms of the Forward Contract, on or about the date thereof, TWFH received a prepayment in an aggregate amount of approximately $139 million from the Bank, which was applied to refinance certain outstanding obligations of Triton Water Equity Holdings, LP under the Loan Agreement.

4. TWFH retains ownership and voting rights in the VPF Pledged Shares during the term of the Forward Contract until such VPF Pledged Shares are either (i) released and returned to TWFH, if TWFH settles the Forward Contract in cash, or (ii) the VPF Pledged Shares are delivered to the Bank if TWFH physically settles the Forward Contract or upon an exercise of remedies by the Bank in case of TWFH's default. TWFH also retains ordinary dividend rights in the VPF Pledged Shares, subject to certain payments TWFH may need to make to the Bank with respect to dividends under the terms of the Forward Contract.

5. Under the Forward Contract, the number of shares of Common Stock, or the equivalent amount of cash, to be delivered to the Bank on one or more specified dates over a period of time ending on the Maturity Date is to be determined as follows: (a) if the per-share volume weighted average price of the Common Stock on the related valuation date (the "Settlement Price") is less than or equal to $7.50 (the "Floor Price"), TWFH will deliver to the Bank either the ratable portion of the VPF Pledged Shares to be delivered on such date or an equivalent amount of cash (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and $15.75 (the "Cap Price"), TWFH will deliver to the Bank either a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price, or an equivalent amount of cash; and (continued)

6. (c) if the Settlement Price is greater than the Cap Price, TWFH will deliver to the Bank either a number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price, or an equivalent amount of cash.

7. TWFH is the record holder of 18,593,729 shares of 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 Forward Holdings, GP, LLC, which is the general partner of TWFH. Mr. Spielvogel and Mr. 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 TWFH. Each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by TWFH. 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	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Primo Brands Corp (PRMB) insiders disclose in this Form 4?

They disclosed that Triton Water Forward Holdings, LP, an affiliate of major shareholders and directors, entered into a prepaid variable share forward contract secured by Primo Brands Corp Class A common shares.

How many Primo Brands Corp (PRMB) shares are pledged under the forward contract?

18,593,729 shares of Class A common stock were released from a prior margin loan and pledged as collateral under the new forward contract, representing about 16% of the reporting owners’ beneficially owned common shares.

How much cash did Triton Water Forward Holdings receive in the Primo Brands (PRMB) forward deal?

Triton Water Forward Holdings received a prepayment of approximately $139 million from the bank, which was applied to refinance outstanding obligations under a prior margin loan agreement.

When does the Primo Brands Corp (PRMB) share forward contract mature?

The forward contract runs over specified dates and has a maturity date of January 6, 2028, when final settlement obligations must be satisfied in shares or cash.

How is the number of Primo Brands (PRMB) shares delivered under the forward contract determined?

The number of shares, or equivalent cash, depends on the volume-weighted average price of the stock versus a $7.50 floor price and a $15.75 cap price, with different formulas applied below, between, and above these levels.

Do insiders keep voting and dividend rights on Primo Brands Corp (PRMB) shares during the forward?

Yes. Triton Water Forward Holdings retains ownership, voting rights, and ordinary dividend rights on the pledged shares during the contract term, subject to certain dividend-related payments to the bank and potential share delivery at settlement or upon default.