Primo Brands CFO has shares withheld for taxes

Primo Brands Corp’s Chief Financial Officer, David W. Hass, reported an automatic share withholding tied to equity compensation.

Rhea-AI Filing Summary

Primo Brands Corp’s Chief Financial Officer, David W. Hass, reported an automatic share withholding tied to equity compensation. On January 23, 2026, 2,719 shares of Class A Common Stock were withheld at $19.26 per share to cover taxes on vested restricted stock units.

After this transaction, Hass directly beneficially owned 363,972 Class A shares. He also indirectly held 64,745 Class A shares through several related accounts, including the David W. Hass Living Trust, a Roth IRA, HB Capital LLC, custodial accounts for nieces and nephews, and his spouse’s holdings, with a disclaimer of beneficial ownership for HB Capital LLC beyond his economic interest.

Insider Trade Summary

Exercise Price or Tax Liability: 2,719 shares

Exercise Price or Tax Liability 2 txns

Insider Hass David W.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	2,719	$19.26	$52K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 363,972 shares (Direct); Class A Common Stock — 64,745 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. 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. F2. 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.

FAQ

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

Primo Brands Corp reported its CFO, David W. Hass, had 2,719 Class A shares withheld to cover taxes on vested restricted stock units. After this non-discretionary transaction, he held 363,972 shares directly and 64,745 shares indirectly through various related accounts.

How many Primo Brands (PRMB) shares were withheld for the CFO’s taxes?

The filing shows 2,719 Class A Common Stock shares were withheld at $19.26 per share to satisfy tax obligations from vesting restricted stock units. This is a routine tax settlement, not an open-market sale by the Chief Financial Officer.

How many Primo Brands (PRMB) shares does the CFO own after the transaction?

After the reported transaction, CFO David W. Hass beneficially owned 363,972 Class A shares directly. He also had 64,745 Class A shares held indirectly through a trust, Roth IRA, HB Capital LLC, custodial accounts for relatives, and his spouse’s holdings, with a partial ownership disclaimer.

What does transaction code F mean in the Primo Brands (PRMB) Form 4?

Transaction code F indicates shares were withheld to pay taxes on vested equity awards. In this case, 2,719 Class A shares were withheld upon vesting of restricted stock units granted to the CFO, rather than sold voluntarily on the open market.

How are the Primo Brands (PRMB) CFO’s indirect share holdings structured?

Indirect holdings total 64,745 Class A shares and include a living trust, a Roth IRA, HB Capital LLC, custodial accounts for nieces and nephews, and the spouse’s shares. The CFO disclaims beneficial ownership of HB Capital LLC’s shares beyond his pecuniary interest.

Does the Primo Brands (PRMB) CFO disclaim ownership of any reported shares?

Yes. For shares held by HB Capital LLC, the CFO may be deemed an indirect beneficial owner but expressly disclaims beneficial ownership except to the extent of his pecuniary interest. Other indirect holdings remain attributed through trusts, retirement accounts, custodial accounts, and spouse.

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Accepted by SEC EDGAR 01/27/2026 - 04:30 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^*

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)
01/23/2026

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	01/23/2026		F(1)		2,719	D	$19.26	363,972	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	01/27/2026
	** 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.