Primo Brands Corp (PRMB) Triton group reports sale of 20.4M shares

Rhea-AI Filing Summary

Entities associated with Triton Water reported a sale of 20,410,340 shares of Primo Brands Corp Class A Common Stock at $24.37 per share on 2026-08-07, held indirectly. After this transaction, 95,800,466 shares are held of record by Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP. The reporting persons may be deemed to share beneficial ownership of these securities but disclaim such ownership except to the extent of their pecuniary interests.

Insider Trade Summary

Net Seller: 20,410,340 shares

Net Sell 1 txn

Insider ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Spielvogel Scott, Triton Water Equity Holdings, LP, Triton Water Equity Holdings GP, LLC

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Sold 20,410,340 shs ($497.40M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	20,410,340	$24.37	$497.40M

Holdings After Transaction: Class A Common Stock — 95,800,466 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Triton Water Equity Holdings, LP is the record holder of 77,206,737 shares of Class A Common Stock and Triton Water Forward Holdings, LP is the record holder of 18,593,729 shares of Class A 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 Equity Holdings, GP, LLC, which is the general partner of Triton Water Equity Holdings, LP and the managing member of Triton Water Forward Holdings GP, LLC, which is the general partner of Triton Water Forward Holdings, LP. Scott Spielvogel and Tony W. 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 each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP.
2. F2. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Key Figures

Shares sold: 20,410,340 shares Sale price per share: $24.37 per share Shares held after transaction: 95,800,466 shares +2 more

5 metrics

Shares sold 20,410,340 shares Class A Common Stock sale on 2026-08-07

Sale price per share $24.37 per share Price for Class A Common Stock sale

Shares held after transaction 95,800,466 shares Class A Common Stock held of record by Triton Water Equity and Forward entities after sale

Triton Water Equity Holdings, LP position 77,206,737 shares Class A Common Stock held of record by Triton Water Equity Holdings, LP

Triton Water Forward Holdings, LP position 18,593,729 shares Class A Common Stock held of record by Triton Water Forward Holdings, LP

Key Terms

beneficial ownership, pecuniary interest, general partner, ten percent owner

4 terms

beneficial ownership financial

"may be deemed to share beneficial ownership of the securities held of record"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims any such beneficial ownership except to the extent of their pecuniary interest"

general partner financial

"ORCP III DE TopCo GP, LLC is the general partner of Triton Water Parent Holdings, LP"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

ten percent owner financial

"each is listed as a ten percent owner of Primo Brands Corp"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/10/2026 - 08:31 PM Accepted by SEC EDGAR 08/10/2026 - 08:30 PM Learn about SEC filing dates

FAQ

What insider transaction did PRMB report in this Form 4?

The reporting entities associated with Triton Water reported a sale of 20,410,340 shares of Primo Brands Corp Class A Common Stock at $24.37 per share on 2026-08-07, held through indirect ownership structures.

Who are the reporting persons in Primo Brands Corp (PRMB) Form 4?

Reporting persons include 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, each listed as a ten percent owner.

How many PRMB shares do the Triton Water entities hold after the sale?

After the reported sale, Triton Water entities hold 95,800,466 shares of Primo Brands Corp Class A Common Stock of record, split between 77,206,737 shares at Triton Water Equity Holdings, LP and 18,593,729 shares at Triton Water Forward Holdings, LP.

At what price were the PRMB shares sold in this insider transaction?

The reported transaction involved the sale of 20,410,340 shares of Primo Brands Corp Class A Common Stock at a price of $24.37 per share, described as a sale in an open market or private transaction.

Do the reporting persons fully acknowledge beneficial ownership of the PRMB shares?

The filing states each person and entity may be deemed to share beneficial ownership of the shares held by Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP, but they disclaim such ownership except to the extent of their pecuniary interest.

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 NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/07/2026		S		20,410,340	D	$24.37	95,800,466	I	See Footnote(1)(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

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 NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10111

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Triton Water Equity Holdings, LP is the record holder of 77,206,737 shares of Class A Common Stock and Triton Water Forward Holdings, LP is the record holder of 18,593,729 shares of Class A 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 Equity Holdings, GP, LLC, which is the general partner of Triton Water Equity Holdings, LP and the managing member of Triton Water Forward Holdings GP, LLC, which is the general partner of Triton Water Forward Holdings, LP. Scott Spielvogel and Tony W. 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 each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP.

2. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by each of Triton Water Equity Holdings, LP and Triton Water Forward Holdings, LP. 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	08/10/2026
	Triton Water Parent Holdings, LP, By: /s/ Tony W. Lee, Authorized Person	08/10/2026
	/s/ Scott Spielvogel	08/10/2026
	Triton Water Equity Holdings, LP, By: Triton Water Equity Holdings GP, LLC, its general partner, By: /s/ Fola Adamolekun, Secretary	08/10/2026
	Triton Water Equity Holdings GP, LLC, By: /s/ Fola Adamolekun, Secretary	08/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)