Primo Brands Corp (PRMB) CFO reports RSU tax share withholding

Rhea-AI Filing Summary

Primo Brands Corp reported an insider equity transaction by its Chief Financial Officer. On 01/03/2026, the CFO had 18,052 shares of Class A Common Stock withheld at $16.19 per share to satisfy tax obligations arising from the vesting of restricted stock units.

Following this tax withholding, the CFO beneficially owned 366,691 shares of Class A Common Stock directly and 64,745 shares indirectly through various personal, trust, retirement, LLC, custodial, and spousal accounts, as detailed in the footnotes.

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^*

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)
01/03/2026

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	01/03/2026		F(1)		18,052	D	$16.19	366,691	D
Class A Common Stock								64,745	I	See Footnote(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. 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.

2. 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	01/06/2026
	** 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.

FAQ

What insider transaction did Primo Brands Corp (PRMB) report in this Form 4?

The Form 4 reports that the Chief Financial Officer had 18,052 shares of Class A Common Stock withheld on 01/03/2026 to cover tax obligations from the vesting of restricted stock units.

At what price were Primo Brands Corp (PRMB) shares withheld for taxes?

The 18,052 Class A Common Stock shares were withheld at a price of $16.19 per share to satisfy tax obligations tied to restricted stock unit vesting.

How many Primo Brands Corp (PRMB) shares does the reporting officer own directly after the transaction?

After the reported transaction, the Chief Financial Officer directly beneficially owned 366,691 shares of Primo Brands Corp Class A Common Stock.

How many Primo Brands Corp (PRMB) shares are indirectly owned by the reporting person?

The filing shows 64,745 shares of Class A Common Stock indirectly owned through a living trust, a Roth IRA, an LLC, custodial accounts for nieces and nephews, and the spouse.

What is the nature of the indirect ownership reported for Primo Brands Corp (PRMB)?

Indirect holdings include 53,934 shares in a living trust where the person is trustee, 3,846 shares in a Roth IRA, 3,481 shares held by HB Capital LLC, 2,656 shares in custodial accounts for nieces and nephews, and 828 shares held through the spouse.

Does the reporting person fully claim beneficial ownership of all indirect Primo Brands Corp (PRMB) shares?

No. The reporting person states they may be deemed an indirect beneficial owner of the securities held by HB Capital LLC but disclaim beneficial ownership of those shares except to the extent of their pecuniary interest.