Primo Brands Corp amendment to a Schedule 13G/A reports that FMR LLC beneficially owns 29,138,719.93 shares of Class A common stock, representing 8.0% of the class as of 03/31/2026. The filing attributes sole dispositive power for the 29,138,719.93 shares to FMR LLC and lists Abigail P. Johnson with shared reporting of the same quantity. The amendment is signed under a power of attorney referenced to an exhibit and attaches an Exhibit 99 13d-1(k)(1) agreement.
Positive
None.
Negative
None.
Insights
FMR LLC holds an 8.0% stake in Primo Brands as reported on the amended Schedule 13G/A.
FMR LLC is reported as beneficial owner of 29,138,719.93 shares with sole dispositive power; the filing reflects passive institutional reporting rather than an active change of control.
Timing and governance implications depend on any related agreements in Exhibit 99; subsequent filings would show changes in position or voting intent.
Amendment No. 3 updates the Schedule 13G/A and cites a power of attorney and a 13d-1(k)(1) agreement.
The signature block references a Power of Attorney effective 04/13/2026 and a filing accession link; Exhibit 99 is attached for the 13d-1(k)(1) agreement, which governs how the filer reports ownership.
Review Exhibit 99 to confirm any reporting allocations among subsidiaries and the filer’s classification under Schedule 13 rules.
Key Figures
Filing type:Schedule 13G/A Amendment No. 3Shares beneficially owned:29,138,719.93 sharesPercent of class:8.0%+3 more
Shares beneficially owned29,138,719.93 sharesAmount reported for FMR LLC as of <date>03/31/2026</date>
Percent of class<percent>8.0%</percent>Percent of Class A common stock as reported
CUSIP741623102Class A common stock identifier
Power of Attorney effective04/13/2026Date of power of attorney referenced in signatures
Report reference date03/31/2026Reporting date tied to the Schedule 13G/A data
Key Terms
Schedule 13G/A, Beneficial ownership, Dispositive power, 13d-1(k)(1) agreement, +1 more
5 terms
Schedule 13G/Aregulatory
"Amendment to a Schedule 13G/A reports beneficial ownership and percentages"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipfinancial
"Amount beneficially owned: 29138719.93 and Percent of class: 8.0 %"
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.
Dispositive powerregulatory
"Sole Dispositive Power 29,138,719.93 shown on the cover page"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
13d-1(k)(1) agreementregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement"
Power of Attorneylegal
"Duly authorized under Power of Attorney effective as of April 13, 2026"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
PRIMO BRANDS CORP
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
741623102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
741623102
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
29,117,889.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
29,138,719.93
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,138,719.93
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
741623102
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
29,138,719.93
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
29,138,719.93
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PRIMO BRANDS CORP
(b)
Address of issuer's principal executive offices:
1150 ASSEMBLY DRIVE,SUITE 800,TAMPA,FL,USA,33607
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
CLASS A COMMON STOCK
(e)
CUSIP No.:
741623102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
29138719.93
(b)
Percent of class:
8.0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
29138719.93
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of PRIMO BRANDS CORP. No one other person's interest in the CLASS A COMMON STOCK of PRIMO BRANDS CORP is more than five percent of the total outstanding CLASS A COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
05/05/2026
Abigail P. Johnson
Signature:
Richard Bourgelas
Name/Title:
Duly authorized under Power of Attorney effective as of April 13, 2026, by and on behalf of Abigail P. Johnson*
Date:
05/05/2026
Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on April 29,2026, accession number: 0000315066-26-000738.
What stake does FMR LLC report in PRMB in this Schedule 13G/A?
FMR LLC reports beneficial ownership of 29,138,719.93 shares, representing 8.0% of Class A common stock as of 03/31/2026. The filing states sole dispositive power for that share count and attaches related exhibits.
Does Abigail P. Johnson appear in the PRMB filing and what is her role?
Yes. Abigail P. Johnson is named with beneficial ownership reported at 29,138,719.93 shares and is associated via the filing signatures and power of attorney. The filing shows shared reporting links to FMR LLC.
What exhibits accompany the PRMB Schedule 13G/A amendment?
The amendment references a Power of Attorney effective 04/13/2026 and attaches an Exhibit 99 13d-1(k)(1) agreement. Exhibit 99 should detail subsidiary identity and reporting classification.
Is the reported position in PRMB a controlling stake?
No. The filing reports an 8.0% beneficial ownership stake (29,138,719.93 shares), which is a significant institutional holding but does not by itself indicate control or a majority ownership position.
