Primo Brands Corp (PRMB) holders pledge 18.6M shares in $139M prepaid forward

Rhea-AI Filing Summary

Primo Brands Corp insiders refinanced a margin loan and entered into a prepaid variable share forward using a large block of shares as collateral. On December 8, 2025, Triton Water Equity Holdings, LP and related entities amended an existing margin loan with a major bank and, through Triton Water Forward Holdings, LP (TWFH), signed a forward contract with an unaffiliated bank. As part of this refinancing, 18,593,729 Class A common shares were released from the old collateral package and re‑pledged to secure TWFH’s obligations under the new forward contract.

The forward runs through a maturity date of January 6, 2028 and allows settlement in either shares or cash, depending on future share prices relative to a $7.50 floor price and $15.75 cap price. TWFH received about $139 million in prepaid proceeds, which were applied to refinance obligations under the prior loan, while retaining voting and ordinary dividend rights on the pledged shares unless they are ultimately delivered to the bank.

Insights

Capital structure & derivatives analyst

Large pledged share block backs a prepaid forward, creating potential future share deliveries but no immediate ownership change.

The reporting entities tied to Primo Brands Corp used a prepaid variable share forward to refinance an existing margin loan. TWFH pledged 18,593,729 Class A shares as collateral and received about $139 million in prepayment, which went toward refinancing obligations under the prior loan. This structure monetizes part of their position without an immediate sale in the market.

The contract’s economics hinge on future share prices versus a $7.50 floor and $15.75 cap. Depending on the settlement price on specified dates through the January 6, 2028 maturity, TWFH may deliver up to the pledged shares or pay an equivalent amount of cash. During the term, TWFH keeps voting and ordinary dividend rights on the pledged shares unless they are delivered to the bank or the bank exercises remedies after a default.

Because the structure allows either share or cash settlement, the actual impact on Primo Brands Corp’s public float and trading dynamics will depend on future price paths and how the reporting holders choose to settle as those dates occur. The disclosure also clarifies the ownership chain and that various One Rock-affiliated entities and individuals may be deemed to share beneficial ownership, subject to their pecuniary interests.

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^*

ORCP III DE TopCo GP, LLC

(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)

	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)

	Form filed by One Reporting Person
X	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)

1. Name and Address of Reporting Person^*

ORCP III DE TopCo GP, LLC

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK, NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Triton Water Parent Holdings, LP

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK, NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Spielvogel Scott

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK, NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Triton Water Equity Holdings, LP

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK, NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Triton Water Equity Holdings GP, LLC

(Last) (First) (Middle)

C/O ONE ROCK CAPITAL PARTNERS, LLC

45 ROCKEFELLER PLAZA, 39TH FLOOR

(Street)

NEW YORK, NY 10111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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:

Tony W. Lee is filing a separate Form 4.

	ORCP III DE TopCo GP, LLC, By: /s/ Tony W. Lee, Managing Member	12/10/2025
	Triton Water Parent Holdings, LP, By: /s/ Tony W. Lee, Authorized Person	12/10/2025
	/s/ Scott Spielvogel	12/10/2025
	Triton Water Equity Holdings, LP, By: Triton Water Equity Holdings GP, LLC, its general partner, By: /s/ Fola Adamolekun, Secretary	12/10/2025
	Triton Water Equity Holdings GP, LLC, By: /s/ Fola Adamolekun, Secretary	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did Primo Brands Corp (PRMB) insiders report on this Form 4?

The reporting owners disclosed a prepaid variable share forward entered into by Triton Water Forward Holdings, LP on December 8, 2025, in connection with a refinancing of an existing margin loan that is secured by a large block of Primo Brands Corp Class A common stock.

How many Primo Brands Corp (PRMB) shares were pledged in the new forward contract?

Under the refinancing, 18,593,729 shares of Primo Brands Corp Class A common stock were released from the prior margin loan collateral and pledged as security for the obligations under the new forward contract. These shares are described as the VPF Pledged Shares.

What cash proceeds did the reporting owners receive from the Primo Brands Corp forward transaction?

TWFH received a prepayment of approximately $139 million from the unaffiliated bank in connection with the prepaid variable share forward. The disclosure states that this amount was applied to refinance certain outstanding obligations under the earlier margin loan agreement.

How does the settlement of the Primo Brands Corp prepaid forward depend on the share price?

The number of shares, or equivalent cash, to be delivered to the bank depends on the volume-weighted average price relative to a $7.50 floor price and a $15.75 cap price. Different formulas apply when the settlement price is below the floor, between the floor and cap, or above the cap, which determines how many shares or how much cash TWFH must deliver.

What rights do the reporting owners retain over the pledged Primo Brands Corp shares?

TWFH retains ownership and voting rights in the 18,593,729 pledged shares and also retains ordinary dividend rights during the term of the forward. These rights continue unless the shares are delivered to the bank upon physical settlement or in the event the bank exercises remedies following a default, subject to certain dividend-related payment obligations.

When does the Primo Brands Corp prepaid variable share forward mature?

The prepaid variable share forward has a maturity date of January 6, 2028. The disclosure notes that share or cash deliveries to the bank can occur on one or more specified dates over a period of time that runs through this maturity date.

Who may be deemed to beneficially own the Primo Brands Corp shares under this structure?

The filing explains that TWFH is the record holder of the 18,593,729 shares, and that ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Triton Water Forward Holdings GP, LLC, and individuals including Mr. Spielvogel and Mr. Lee may be deemed to share beneficial ownership, while each disclaims such beneficial ownership except to the extent of their pecuniary interest.