Primo Brands Corp

Previous wording

We have a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and Mountain Valley®, regional leaders such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified brands including Primo Water® and Sparkletts®, and flavored and enhanced brands like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydration solutions direct to home and business customers. Through its Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Refill business, consumers have the option to refill empty multi-use bottles at approximately 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is a leader in reusable beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. Primo Brands has a portfolio of over 80 springs and actively manages water resources to help assure a steady supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the U.S. and Canada. Primo Brands is proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.

Current wording

We have a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and hospitality and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo Water® and Sparkletts®, and flavored and enhanced beverages like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydration solutions direct to home and business customers. Through its Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Refill business, consumers have the option to refill empty multi-use bottles at approximately 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is a leader in reusable beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. Primo Brands has a portfolio of over 80 springs and actively manages water resources to help assure a steady supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the U.S. and Canada. Primo Brands is proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.

Previous wording

On November 8, 2024, Primo Brands consummated the Transaction which was accounted for as a business combination in which BlueTriton was the accounting acquirer. Accordingly, assets acquired and liabilities assumed were measured at their acquisition date fair values as of November 8, 2024. Our consolidated results of operations include the results of Primo Water for the three and six months ended June 30, 2025, but not for the three and six months ended June 30, 2024.

Current wording

On November 8, 2024, Primo Brands consummated the Transaction which was accounted for as a business combination in which BlueTriton was the accounting acquirer. Accordingly, assets acquired and liabilities assumed were measured at their acquisition date fair values as of November 8, 2024. Our consolidated results of operations include the results of Primo Water for the three and nine months ended September 30, 2025, but not for the three and nine months ended September 30, 2024.

Previous wording

During the three months ended June 30, 2025, net sales were $1,730.1 million, an increase of $415.7 million, or 31.6%, as compared to the three months ended June 30, 2024, primarily related to $449.0 million of net sales attributable to Primo Water as a result of the Transaction, partially offset by $25.6 million in volumes attributable to nonrecurring sales from 2024 as a result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.

Current wording

During the three months ended September 30, 2025, net sales were $1,766.1 million, an increase of $461.0 million, or 35.3%, as compared to the three months ended September 30, 2024, primarily related to $462.6 million of net sales attributable to Primo Water as a result of the Transaction and to a lesser extent, $19.0 million attributable to BlueTriton Brands due primarily to increased volumes, partially offset by $23.2 million in volumes attributable to nonrecurring sales from 2024 as a result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.

Previous wording

During thethree months ended June 30, 2025, cost of sales was$1,189.2 million, an increase of$304.6 million, or 34.4%, as compared to thethree months ended June 30, 2024. The increase in costs is primarily driven by $311.2 million of cost of sales attributable to Primo Water as a result of the Transaction.

Current wording

During thethree months ended September 30, 2025, cost of sales was$1,237.9 million, an increase of$349.0 million, or 39.3%, as compared to thethree months ended September 30, 2024. The increase in costs is primarily driven by $348.3 million of cost of sales attributable to Primo Water as a result of the Transaction.

Previous wording

During thethree months ended June 30, 2025, gross profit was$540.9 million, an increase of$111.1 million, or 25.8%, as compared to thethree months ended June 30, 2024, and gross margin as a percentage of net sales was 31.3%, as compared to

Current wording

During thethree months ended September 30, 2025, gross profit was$528.2 million, an increase of$112.0 million, or 26.9%, as compared to thethree months ended September 30, 2024, and gross margin as a percentage of net sales was 29.9%, as compared to 31.9%during thethree months ended September 30, 2024. This change was primarily driven by $114.3 million of gross profit attributable to Primo Water as a result of the Transaction.

Previous wording

During thethree months ended June 30, 2025, selling, general and administrative expenses were$378.6 million, an increase of$122.3 million, or 47.7%, as compared to thethree months ended June 30, 2024, primarily due to $128.4 million of costs attributable to Primo Water as a result of the Transaction.

Current wording

During thethree months ended September 30, 2025, selling, general and administrative expenses were$343.0 million, an increase of$103.3 million, or 43.1%, as compared to thethree months ended September 30, 2024, primarily due to $118.5 million of costs attributable to Primo Water as a result of the Transaction, partially offset by $4.5 million of nonrecurring management fees incurred in the prior year quarter.

Previous wording

During thethree months ended June 30, 2025, acquisition, integration and restructuring expenses were$49.7 million, an increase of$36.5 million, as compared to three months ended June 30, 2024, primarily due to costs related to the Transaction, consisting primarily of consulting fees, employee related costs and IT optimization costs, incurred during the three months ended June 30, 2025.

Current wording

During thethree months ended September 30, 2025, acquisition, integration and restructuring expenses were$44.2 million, an increase of$34.2 million, as compared to three months ended September 30, 2024, primarily due to costs related to the Transaction, consisting primarily of consulting fees, employee related costs and IT optimization costs, incurred during the three months ended September 30, 2025.

Previous wording

During thethree months ended June 30, 2025, Other operating income, net was$0.2 million, compared to expense of$1.3 million during thethree months ended June 30, 2024. This change is primarily due to unrealized gains on commodity forwards of $0.8 million in the current quarter compared to unrealized losses on commodity forwards of $1.0 million in the prior year quarter.

Current wording

During thethree months ended September 30, 2025, Other operating income, net was$5.4 million, compared to expense of$9.0 million during thethree months ended September 30, 2024. This change is primarily due to an unrealized loss on commodity forwards of $9.0 million in the prior year quarter.

Previous wording

Other income, net during the three months ended June 30, 2025 was $15.9 million, compared to nil during the three months ended June 30, 2024. This change isprimarily related to insurance proceeds received in the current quarter period to repair infrastructure on a warehouse in Texas damaged by a tornado.

Current wording

Other income, net during the three months ended September 30, 2025 was $3.6 million, compared to nil during the three months ended September 30, 2024. This change isprimarily related to insurance proceeds of$10.0 million received in the current quarter period to repair infrastructure on a warehouse in Texas damaged by a tornado.

Previous wording

During thethree months ended June 30, 2025, interest and financing expense, net, was$81.9 million, a decrease of$4.3 million, or 5.0%, as compared to thethree months ended June 30, 2024, primarily relating to a lower effective interest rate on the Term Loans (as defined herein) and no outstanding revolving debt during thethree months ended June 30, 2025, substantially offset by an increase of $16.1 million of interest and financing expense related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Transaction.

Current wording

During thethree months ended September 30, 2025, interest and financing expense, net, was$83.1 million, a decrease of$2.6 million, or 3.0%, as compared to thethree months ended September 30, 2024, primarily relating to a lower effective interest rate on the Term Loans (as defined herein) and no outstanding revolving debt during thethree months ended September 30, 2025, substantially offset by an increase of $17.9 million of interest and financing expense related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Refinancing Transactions (as defined below).

Previous wording

During the three months ended June 30, 2025, income tax expense was $16.3 million compared to $18.3 million during the three months ended June 30, 2024. The effective tax rate was 34.8% in thethree months ended June 30, 2025, compared to 25.1% in thethree months ended June 30, 2024.

Current wording

During the three months ended September 30, 2025, income tax expense was $26.4 million compared to $18.5 million during the three months ended September 30, 2024. The effective tax rate was 39.5% in thethree months ended September 30, 2025, compared to 25.8% in thethree months ended September 30, 2024.

Previous wording

During the six months ended June 30, 2025, net sales were $3,343.8 million, an increase of $893.6 million, or 36.5%, as compared to the six months ended June 30, 2024, primarily related to $919.3 million of net sales attributable to Primo Water as a result of the Transaction, partially offset by $41.9 million in volumes attributable to nonrecurring sales as a result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.

Current wording

During the nine months ended September 30, 2025, net sales were $5,109.9 million, an increase of $1,354.6 million, or 36.1%, as compared to the nine months ended September 30, 2024, primarily related to $1,381.9 million of net sales attributable to Primo Water as a result of the Transaction and to a lesser extent, $37.8 million attributable to BlueTriton Brands due primarily to increased volumes, partially offset by $65.1 million in volumes attributable to nonrecurring sales as a result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.

Previous wording

During the six months ended June 30, 2025, cost of sales was $2,281.9 million, an increase of $607.0 million, or 36.2%, as compared to the six months ended June 30, 2024. The increase in costs is primarily driven by $626.8 million of cost of sales attributable to Primo Water as a result of the Transaction.

Current wording

During the nine months ended September 30, 2025, cost of sales was $3,519.8 million, an increase of $956.0 million, or 37.3%, as compared to the nine months ended September 30, 2024. The increase in costs is primarily driven by $975.1 million of cost of sales attributable to Primo Water as a result of the Transaction.

Previous wording

During the six months ended June 30, 2025, gross profit was $1,061.9 million, an increase of $286.6 million, or 37.0%, as compared to the six months ended June 30, 2024, and gross margin as a percentage of net sales was 31.8%, as compared to 31.6% during the six months ended June 30, 2024, primarily driven by $292.5 million of gross profit, which equates to 31.8% gross margin, attributable to Primo Water as a result of the Transaction.

Current wording

During the nine months ended September 30, 2025, gross profit was $1,590.1 million, an increase of $398.6 million, or 33.5%, as compared to the nine months ended September 30, 2024, and gross margin as a percentage of net sales was 31.1%, as compared to 31.7% during the nine months ended September 30, 2024, primarily driven by $406.8 million of gross profit attributable to Primo Water as a result of the Transaction.

Previous wording

During the six months ended June 30, 2025, selling, general and administrative expenses were $706.4 million, an increase of $231.4 million, or 48.7%, as compared to the six months ended June 30, 2024, primarily due to $244.8 million of costs attributable to Primo Water as a result of the Transaction.

Current wording

During the nine months ended September 30, 2025, selling, general and administrative expenses were $1,049.4 million, an increase of $334.7 million, or 46.8%, as compared to the nine months ended September 30, 2024, primarily due to $363.3 million of costs attributable to Primo Water as a result of the Transaction, partially offset by $18.6 million of nonrecurring management fees incurred in the prior year period.

Previous wording

During the six months ended June 30, 2025, acquisition, integration and restructuring expenses were $89.5 million, an increase of $70.5 million, as compared to the six months ended June 30, 2024, primarily due to costs related to the Transaction, consisting primarily of consulting fees, employee related costs and IT optimization costs, incurred during the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2025, acquisition, integration and restructuring expenses were $133.7 million, an increase of $104.7 million, as compared to the nine months ended September 30, 2024, primarily due to costs related to the Transaction, consisting primarily of consulting fees, employee related costs and IT optimization costs, incurred during the nine months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2025, other operating income, net was nil, compared to other operating income, net during the six months ended June 30, 2024 of $2.5 million. This change is primarilydue to unrealized gains on commodity forwards of $2.0 million in the current year period, compared to $3.2 million in the prior year period, partially offset by unrealized foreign exchange loss of $2.0 million in the current year period, compared to $0.7 million in the prior year period.

Current wording

During the nine months ended September 30, 2025, other operating income, net was $5.4 million, compared to other operating expense, net during the nine months ended September 30, 2024 of $6.5 million. This change is primarilydue to unrealized losses on commodity forwards of $5.8 million in the prior year period, as well as unrealized foreign exchange losses of $0.7 million in the prior year period.

Previous wording

During the six months ended June 30, 2025, other income, net was $15.8 million, compared to nil during the six months ended June 30, 2024. This change isprimarily related to insurance proceeds received in the current year period to repair infrastructure on a warehouse in Texas damaged by a tornado.

Current wording

During the nine months ended September 30, 2025, other income, net was $19.4 million, compared to nil during the nine months ended September 30, 2024. This change isprimarily related to insurance proceeds of$20.0 million received in the current year period to repair infrastructure on a warehouse in Texas damaged by a tornado.

Previous wording

During the six months ended June 30, 2025, we consummated the Refinancing Transactions (as defined below) to simplify our capital structure, streamline our reporting and compliance requirements and reduce the overall cost of our borrowings. As a result of these transactions, we recorded charges totaling $18.6 million during the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2025, we consummated the Refinancing Transactions to simplify our capital structure, streamline our reporting and compliance requirements and reduce the overall cost of our borrowings. As a result of these transactions, we recorded charges totaling $18.6 million during the nine months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2025, interest and financing expense, net, was $164.0 million, a decrease of $2.1 million, or 1.3%, as compared to the six months ended June 30, 2024, primarily due to a lower effective interest rate on the Term Loans (as defined below), no outstanding revolving debt during the six months ended June 30, 2025, substantially offset by an increase of $29.6 million of interest and financing expense related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Transaction.

Current wording

During the nine months ended September 30, 2025, interest and financing expense, net, was $247.1 million, a decrease of $4.7 million, or 1.9%, as compared to the nine months ended September 30, 2024, primarily due to a lower effective interest rate on the Term Loans (as defined below), no outstanding revolving debt during the nine months ended September 30, 2025, substantially offset by an increase of $47.5 million of interest and financing expense related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Refinancing Transactions.

Previous wording

Income tax expense was $34.0 million for the six months ended June 30, 2025 compared to $29.7 million for the six months ended June 30, 2024. The effective tax rate was 34.3% for the six months ended June 30, 2025 compared to 25.2% for the six months ended June 30, 2024.

Current wording

Income tax expense was $60.4 million for the nine months ended September 30, 2025 compared to $48.2 million for the nine months ended September 30, 2024. The effective tax rate was 36.4% for the nine months ended September 30, 2025 compared to 25.4% for the nine months ended September 30, 2024.

Previous wording

The effective tax rate for the six months ended June 30, 2025 increased from the effective tax rate for the six months ended June 30, 2024 due primarily to permanent differences for which we have not recognized a tax benefit. The effective tax rate for the six months ended June 30, 2025 differs from the U.S. statutory rate primarily due to permanent differences for which we have not recognized a tax benefit and losses in tax jurisdictions with existing valuation allowances.

Current wording

The effective tax rate for the nine months ended September 30, 2025 increased from the effective tax rate for the nine months ended September 30, 2024 due primarily to permanent differences for which we have not recognized a tax benefit. The effective tax rate for the nine months ended September 30, 2025 differs from the U.S. statutory rate primarily due to permanent differences for which we have not recognized a tax benefit and losses in tax jurisdictions with existing valuation allowances.

Previous wording

As of June 30, 2025, we had $412.0 million of cash on hand (of which $0.2 million is restricted). We had access to $750.0 million of revolving loan commitments (excluding the $138.0 million of letters of credit outstanding) under the Revolving Credit Facility (defined below). We, or our affiliates, may from time to time seek to repurchase or retire outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Any future repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity, contractual restrictions, and other factors. The amounts involved may be material.

Current wording

As of September 30, 2025, we had $422.7 million of cash on hand (of which $0.2 million is restricted). We had access to $750.0 million of revolving loan commitments (excluding the $138.0 million of letters of credit outstanding) under the Revolving Credit Facility (defined below). We, or our affiliates, may from time to time seek to repurchase or retire outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Any future repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity, contractual restrictions, and other factors. The amounts involved may be material.

Previous wording

Substantially concurrently with the Exchange Offers, we (i) repaid all amounts outstanding, and terminated commitments, under the asset based lending revolving credit agreement ("ABL Credit Facility") among Triton Water Holdings and Intermediate Holding and the lenders thereto entered into on March 31, 2021 which provided for up to $350 million of revolving loan commitments, (ii) repaid all amounts outstanding, and terminated commitments, under Primo Water's prior revolving credit facility (the "Original Revolving Credit Facility"), and (iii) entered into an amendment, which amended the credit agreement governing the Term Loans to, among other things, (x) reprice the Term Loans and to make related changes to effect such repricing, and (y) provide for a new revolving credit facility (the “Revolving Credit Facility,” and the transactions referred to in clauses (i) through (iii), the “Credit Facilities Transactions,” and, the Credit Facilities Transactions, together with the Exchange Offers, collectively, the “Refinancing Transactions”).

Current wording

Water Intermediate, Inc. ("Intermediate Holdings") and the lenders thereto entered into on March 31, 2021 which provided for up to $350 million of revolving loan commitments, (ii) repaid all amounts outstanding, and terminated commitments, under Primo Water's prior revolving credit facility (the "Original Revolving Credit Facility"), and (iii) entered into an amendment, which amended the credit agreement governing the Term Loans to, among other things, (x) reprice the Term Loans and to make related changes to effect such repricing, and (y) provide for a new revolving credit facility (the “Revolving Credit Facility,” and the transactions referred to in clauses (i) through (iii), the “Credit Facilities Transactions,” and, the Credit Facilities Transactions, together with the Exchange Offers, collectively, the “Refinancing Transactions”).

Previous wording

2 The outstanding aggregate principal amounts of the 3.875% Senior Notes and the 4.375% Senior Notes are net of unamortized discounts of $8.5 million and $35.9 million, respectively, as of June 30, 2025. Refer to the sections below for additional details related to the discounts. The outstanding aggregate principal amounts of the Original 3.875% Senior Notes and the Original 4.375% Senior Notes are net of unamortized discounts of $8.9 million and $40.0 million, respectively, as of December 31, 2024. Refer to the sections below for additional details related to the discounts.

Current wording

2 The outstanding aggregate principal amounts of the 3.875% Senior Notes and the 4.375% Senior Notes are net of unamortized discounts of $8.2 million and $33.8 million, respectively, as of September 30, 2025. Refer to the sections below for additional details related to the discounts. The outstanding aggregate principal amounts of the Original 3.875% Senior Notes and the Original 4.375% Senior Notes are net of unamortized discounts of $8.9 million and $40.0 million, respectively, as of December 31, 2024. Refer to the sections below for additional details related to the discounts.

Previous wording

Triton Water Holdings and Triton Water Intermediate, Inc. (“Intermediate Holdings”), both wholly owned subsidiaries of the Company, entered into a Term Loan Agreement (as subsequently amended, the “Amended Credit Agreement” and such term loans thereunder, the “Term Loans”) on March 31, 2021 with a group of lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent, under which the Company borrowed initial Term Loans in an aggregate principal amount of $2,550.0 million with a maturity date of March 31, 2028.

Current wording

Triton Water Holdings and Intermediate Holdings, both wholly owned subsidiaries of the Company, entered into a Term Loan Agreement (as subsequently amended, the “Amended Credit Agreement” and such term loans thereunder, the “Term Loans”) on March 31, 2021 with a group of lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent, under which the Company borrowed initial Term Loans in an aggregate principal amount of $2,550.0 million with a maturity date of March 31, 2028.

Previous wording

$3,098.6 million principal balance of Term Loans outstanding at that date. In addition to the amendment, the Term Loans' variable interest rate was repriced and the ABL Credit Facility was replaced by the Revolving Credit Facility described below. The Term Loans retain the maturity date of March 31, 2028.

Current wording

On February 12, 2025, Primo Brands, along with Triton Water Holdings and Primo Water Holdings entered into the Fourth Amendment to the Amended Credit Agreement. This amendment modified certain covenant requirements related to the $3,098.6 million principal balance of Term Loans outstanding at that date. In addition to the amendment, the Term Loans' variable interest rate was repriced and the ABL Credit Facility was replaced by the Revolving Credit Facility described below. The Term Loans retain the maturity date of March 31, 2028.

Previous wording

As of June 30, 2025 and December 31, 2024, unamortized debt issuance costs and discount related to the Term Loans were $47.7 million and $54.4 million, respectively.

Current wording

As of September 30, 2025 and December 31, 2024, unamortized debt issuance costs and discount related to the Term Loans were $43.6 million and $54.4 million, respectively.

Previous wording

The Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter.

Current wording

The Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter. We were in compliance with the applicable covenants as of September 30, 2025.

Previous wording

The New Secured Indenture contains covenants that limit our (and our subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate our subsidiaries as unrestricted subsidiaries. Many of the covenants contained in the New Secured Indenture will not be applicable, and the guarantees of the New Secured Notes will be released, during any period when the New Secured Notes have an investment grade rating.

Current wording

The New Secured Indenture contains covenants that limit our (and our subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate our subsidiaries as unrestricted subsidiaries. Many of the covenants contained in the New Secured Indenture will not be applicable, and the guarantees of the New Secured Notes will be released, during any period when the New Secured Notes have an investment grade rating. We were in compliance with the applicable covenants as of September 30, 2025.

Previous wording

The 6.250% Senior Notes are guaranteed by the Guarantors. The 6.250% Senior Notes and related guarantees are the Issuers’ and Guarantors’ senior unsecured obligations. The New Unsecured Indenture contains covenants that limit our (and our subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate our subsidiaries as unrestricted subsidiaries. Many of the covenants contained in the New Secured Indenture will not be applicable, and the guarantees of the 6.250% Senior Notes will be released, during any period when the 6.250% Senior Notes have an investment grade rating.

Current wording

The 6.250% Senior Notes are guaranteed by the Guarantors. The 6.250% Senior Notes and related guarantees are the Issuers’ and Guarantors’ senior unsecured obligations. The New Unsecured Indenture contains covenants that limit our (and our subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate our subsidiaries as unrestricted subsidiaries. Many of the covenants contained in the New Secured Indenture will not be applicable, and the guarantees of the 6.250% Senior Notes will be released, during any period when the 6.250% Senior Notes have an investment grade rating. We were in compliance with the applicable covenants as of September 30, 2025.

Previous wording

As part of the Transaction, we acquired foreign exchange forward contracts with a notional amount of €450.0 million and a maturity date of October 31, 2025. We are utilizing the derivative financial instrument to hedge foreign exchange risk associated with the 3.875% Senior Notes.

Current wording

On August 6, 2025, we net settled the 2024 FX Forwards and simultaneously entered into new foreign exchange contracts with a combined notional amount of €450.0 million ($527.6 million at exchange rates in effect on September 30, 2025) and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.

Previous wording

On August 6, 2025, our Board of Directors approved a share repurchase program of $250 million of our outstanding Class A common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that we may have for the use or investment of capital.

Current wording

On August 6, 2025, our Board of Directors approved a share repurchase program of $250.0 million of our outstanding Class A common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that we may have for the use or investment of capital.

Previous wording

During the three months ended June 30, 2025, 52,116 shares were withheld from delivery to our employees to satisfy their tax obligations related to the vesting of equity-based awards. Please refer to Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report.

Current wording

During the three months ended September 30, 2025, 98,860 shares were withheld from delivery to our employees to satisfy their tax obligations related to the vesting of equity-based awards. Please refer to Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report.

Previous wording

Net cash provided by operating activities of continuing operations was $193.8 million for the six months ended June 30, 2025 as compared to $108.5 million for the six months ended June 30, 2024. The $85.3 million increase was due primarily to improved earnings, excluding non-cash charges partially offset by a decrease in cash received for trade payables and accrued liabilities of $27.5 million as well as an increase in cash used by other current assets of $14.0 million and inventories of $20.8 million.

Current wording

Net cash provided by operating activities of continuing operations was $477.2 million for the nine months ended September 30, 2025 as compared to $370.1 million for the nine months ended September 30, 2024. The $107.1 million increase was due primarily to improved earnings, excluding non-cash charges partially offset by an increase in cash used for trade payables and accrued liabilities of $82.4 million and Trade receivables of $71.7 million.

Previous wording

Net cash used in investing activities of continuing operations was $73.8 million for the six months ended June 30, 2025, compared to $89.3 million for the six months ended June 30, 2024. The improvement of $15.5 million is primarily due to $56.9 million of proceeds received from the sale of the production facility in Ontario, Canada and assets sold related to our coffee business, partially offset by increased capital expenditures.

Current wording

Net cash used in investing activities of continuing operations was $217.9 million for the nine months ended September 30, 2025, compared to $130.4 million for the nine months ended September 30, 2024. The increase of $87.5 million is primarily due to increased capital expenditures, partially offset by $56.9 million of proceeds received from the sale of the production facility in Ontario, Canada and assets sold related to our coffee business.

Previous wording

Net cash used in financing activities of continuing operations for the six months ended June 30, 2025 was $334.8 million, compared to $47.7 million for the six months ended June 30, 2024. The $287.1 million increase was due primarily to common stock repurchased and cancelled of $221.0 million and the payment of dividends to holders of our common stock of $76.0 million in the current year as well as the addition of the $400 million 2024 Incremental Term Loan in March 2024 and $25.0 million in borrowings not recurring in the current year, partially offset by the dividend to the Sponsor Stockholder of $382.7 million and repayments of borrowings of $60.0 million in the prior year not recurring in the current year.

Current wording

Net cash used in financing activities of continuing operations for the nine months ended September 30, 2025 was $463.0 million, compared to $109.7 million for the nine months ended September 30, 2024. The $353.3 million increase was due primarily to Class A common stock repurchased and cancelled of $296.8 million and the payment of dividends to holders of our Class A common stock of $113.2 million in the current year as well as the addition of the $400 million 2024 Incremental Term Loan in March 2024 and $25.0 million in borrowings not recurring in the current year, partially offset by the dividend to the Sponsor Stockholder of $382.7 million and repayments of borrowings of $115.0 million in the prior year not recurring in the current year.