Primo Brands Corp (PRMB) COO awarded 18,384 RSUs, 2,032 shares withheld for taxes

Rhea-AI Filing Summary

Primo Brands Corp reported an equity award for its Chief Operating Officer. On 12/10/2025, the officer received 18,384 restricted stock units (RSUs) of Class A Common Stock at a stated price of $0 per share. These RSUs vest in three equal installments on each of the first, second and third anniversaries of the grant date, tying the award to continued service over three years.

On 12/11/2025, the company withheld 2,032 shares of Class A Common Stock at $16.08 per share to cover tax obligations from RSU vesting. After these transactions, the officer directly owns 28,289 shares of Primo Brands Corp Class A Common Stock.

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^*

Austin Robert P

(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 Operating 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)		18,384	A	$0	30,321	D
Class A Common Stock	12/11/2025		F(2)		2,032	D	$16.08	28,289	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 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.

	/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.

FAQ

What insider transaction did Primo Brands Corp (PRMB) disclose?

Primo Brands Corp disclosed that its Chief Operating Officer received an award of 18,384 restricted stock units (RSUs) of Class A Common Stock on 12/10/2025, followed by a tax-related share withholding on 12/11/2025.

How many Primo Brands Corp (PRMB) RSUs were granted to the COO and on what terms?

The Chief Operating Officer was granted 18,384 RSUs of Class A Common Stock at a stated price of $0 per share. The RSUs vest in three equal one-third installments on each of the first, second and third anniversaries of the grant date.

What is the vesting schedule for the Primo Brands Corp (PRMB) RSU award?

The 18,384 RSUs vest in equal one-third installments on each of the first, second and third anniversaries of the 12/10/2025 grant date, meaning the award becomes fully vested over three years.

Why were 2,032 shares of Primo Brands Corp (PRMB) withheld on 12/11/2025?

The 2,032 shares of Class A Common Stock were withheld on 12/11/2025 at a price of $16.08 per share to satisfy tax obligations arising from the vesting of restricted stock units held by the reporting person.

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

Following the RSU grant and the tax withholding transaction, the reporting officer directly owns 28,289 shares of Primo Brands Corp Class A Common Stock.

What role does the reporting person hold at Primo Brands Corp (PRMB)?

The reporting person is an officer of Primo Brands Corp, serving as the company’s Chief Operating Officer.