Primo Brands Corp
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
PRMB$24.07-0.2%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---|
(a) The documents filed as part of this report are as follows:
- Financial Statements
The consolidated financial statements and accompanying reports of registered independent public accounting firms are listed in the Index to Consolidated Financial Statementsand are filed as part of this report.
- Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023 page F-55 of this Annual Report.
- Exhibits
| Incorporated by Reference · Filed/ FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description of Exhibit | Form | Exhibit No. | FilingDate | File No. |
| 2.1 (1) | Arrangement Agreement and Plan of Merger. | 8-K | 2.1 | 6/18/2024 | 001-31410 |
| 2.2 (1) | Amendment No. 1 to Arrangement Agreement and Plan of Merger. | 8-K | 2.1 | 10/4/2024 | 001-31410 |
| 3.1 | Amended and Restated Certificate of Incorporation of Primo Brands Corporation. | 8-K 12G3/A | 3.1 | 11/12/2024 | 000-56706 |
| 3.2 | Amended and Restated Bylaws of Primo Brands Corporation. | 8-K 12G3/A | 3.2 | 11/12/2024 | 000-56706 |
| 4.1 | Indenture, dated as of March 31, 2021, by and among Triton Water Holdings, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, governing the 6.250% Senior Notes due 2029. | 8-K 12G3/A | 4.7 | 11/12/2024 | 000-56706 |
| 4.1.1 | Form of 6.250% Senior Notes due 2029. | 8-K 12G3/A | Exhibit A to Exhibit 4.7 | 11/12/2024 | 000-56706 |
| 4.1.2 | First Supplemental Indenture, dated as of February 7, 2025, by and among Triton Water Holdings, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, to the Indenture, dated as of March 31, 2021, by and among Triton Water Holdings, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, governing the 6.250% Senior Notes due 2029. | 8-K | 4.3 | 2/10/2025 | 001-42404 |
| 4.2 | Indenture, dated as of October 22, 2020, by and among Primo Water Holdings Inc., the guarantors party thereto, BNY Trust Company of Canada, as Canadian Trustee, The Bank of New York Mellon, as U.S. Trustee, Paying Agent, Registrar, Transfer Agent and Authenticating Agent, and The Bank of New York Mellon, London Branch, as London Paying Agent, governing the 3.875% Senior Notes due 2028. | 8-K | 4.1 | 10/22/2020 | 001-31410 |
| 4.2.1 | Form of 3.875% Senior Notes due 2028. | 8-K | Exhibit A to Exhibit 4.1 | 10/22/2020 | 001-31410 |
| 4.2.2 | First Supplemental Indenture, dated as of October 24, 2023, by and among Primo Water Holdings Inc., Primo Water Financing One LLC, as a guarantor, BNY Trust Company of Canada, and The Bank of New York Mellon, to the Indenture, dated as of October 22, 2020, by and among Primo Water Holdings Inc., the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, The Bank of New York Mellon, as U.S. trustee, and The Bank of New York Mellon, London Branch, as London paying agent. | 10-K | 4.5 | 2/28/2024 | 001-31410 |
| 4.2.3 | Guarantee of 3.875% Senior Notes due 2028 by Primo Brands Corporation. | 8-K 12G3/A | 4.9 | 11/12/2024 | 000-56706 |
| 4.2.4 | Second Supplemental Indenture, dated as of February 7, 2025, by and among Primo Water Holdings Inc., BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, to the Indenture, dated as of October 22, 2020, by and among Primo Water Holdings Inc., as issuer, the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, The Bank of New York Mellon, as U.S. trustee, and The Bank of New York Mellon, London Branch, as London paying agent, governing the 3.875% Senior Notes due 2028. | 8-K | 4.1 | 2/10/2025 | 001-42404 |
| 4.3 | Indenture, dated as of April 30, 2021, by and among Primo Water Holdings Inc., as issuer, the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee, paying agent, registrar, transfer agent, and authenticating agent, governing the 4.375% Senior Notes due 2029. | 8-K | 4.1 | 4/30/2021 | 001-31410 |
| 4.3.1 | Form of 4.375% Senior Notes due 2029. | 8-K | Exhibit A to Exhibit 4.1 | 4/30/2021 | 001-31410 |
| 4.3.2 | First Supplemental Indenture, dated as of October 24, 2023, by and among Primo Water Holdings Inc., Primo Water Financing One LLC, as a guarantor, BNY Trust Company of Canada, and The Bank of New York Mellon, to the Indenture, dated as of April 30, 2021, by and among Primo Water Holdings Inc., the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee. | 10-K | 4.6 | 2/28/2024 | 001-31410 |
| 4.3.3 | Guarantee of 4.375% Senior Notes due 2029 by Primo Brands Corporation. | 8-K 12G3/A | 4.10 | 11/12/2024 | 000-56706 |
| 4.3.4 | Second Supplemental Indenture, dated as of February 7, 2025, by and among Primo Water Holdings Inc., BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee, to the Indenture, dated as of April 30, 2021, by and among Primo Water Holdings Inc., as issuer, the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee, paying agent, registrar, transfer agent, and authenticating agent, governing the 4.375% Senior Notes due 2029. | 8-K | 4.2 | 2/10/2025 | 001-42404 |
| 4.4 | Indenture, dated as of February 12, 2025, by and among Primo Water Holdings Inc., Triton Water Holdings, Inc., Primo Brands Corporation, the other guarantors party thereto, Wilmington Trust, National Association, as trustee and notes collateral agent, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Trust Company Americas, as Euro registrar, governing the 3.875% Senior Secured Notes due 2028 and the 4.375% Senior Secured Notes due 2029. | 8-K | 4.1 | 2/12/2025 | 001-42404 |
| 4.4.1 | Form of 3.875% Senior Secured Notes due 2028. | 8-K | 4.2 | 2/12/2025 | 001-42404 |
| 4.4.2 | Form of 4.375% Senior Secured Notes due 2029. | 8-K | 4.3 | 2/12/2025 | 001-42404 |
| 4.5 | Indenture, dated as of February 12, 2025, by and among Primo Water Holdings Inc., Triton Water Holdings, Inc., Primo Brands Corporation, the other guarantors party thereto, and Wilmington Trust, National Association, as trustee, governing the 6.250% Senior Notes due 2029. | 8-K | 4.4 | 2/12/2025 | 001-42404 |
| 4.5.1 | Form of 6.250% Senior Notes due 2029. | 8-K | 4.5 | 2/12/2025 | 001-42404 |
| 4.6 | Description of Capital Stock. | 10-K | 4.6 | 2/27/2025 | 001-42404 | |
| 10.1 | Stockholders Agreement, dated as of November 7, 2024, by and among Primo Brands Corporation and the Initial ORCP Stockholder. | 8-K 12G3/A | 10.1 | 11/12/2024 | 000-56706 | |
| 10.2 | Form of Indemnification and Advancement Agreement of Primo Brands Corporation. | 8-K 12G3/A | 10.2 | 11/12/2024 | 000-56706 | |
| 10.3 (1) | First Lien Credit Agreement, dated March 31, 2021, by and among Triton Water Holdings, Inc., as borrower, Triton Water Intermediate, Inc., as holdings, Morgan Stanley Senior Funding, Inc., as administrative agent, Morgan Stanley Senior Funding, Inc., as collateral agent, and the lenders thereto. | 8-K 12G3/A | 10.7 | 11/12/2024 | 000-56706 | |
| 10.3.1 (1) | First Amendment to Credit Agreement, dated as of December 9, 2021, by and among Triton Water Intermediate, Inc., as holdings, Triton Water Holdings, Inc., as borrower, the guarantors party thereto, Morgan Stanley Senior Funding, Inc., Branch, as administrative agent and collateral agent, the lenders party thereto. | 8-K 12G3/A | 10.8 | 11/12/2024 | 000-56706 | |
| 10.3.2 (1) | Second Amendment to First Lien Credit Agreement, dated as of June 9, 2023, by and among Triton Water Intermediate, Inc., as holdings, Triton Water Holdings, Inc., as borrower and Morgan Stanley Senior Funding, Inc., as administrative agent. | 10-K | 10.4.2 | 2/27/2025 | 001-31410 | |
| 10.3.3 (1) | Third Amendment to First Lien Credit Agreement, dated as of March 1, 2024, by and among Triton Water Intermediate, Inc., as holdings, Triton Water Holdings, Inc., as borrower, the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent and the lenders and other parties party thereto. | 10-K | 10.4.3 | 2/27/2025 | 001-31410 | |
| 10.3.4 | Fourth Amendment to First Lien Credit Agreement, dated as of February 12, 2025, by and among Primo Brands Corporation, Triton Water Holdings, Inc., Primo Water Holdings Inc., the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative and collateral agent, and the other lenders party thereto. | 8-K | 10.1 | 5/12/2025 | 001-42404 | |
| 10.4 (2) | Primo Brands Corporation Equity Incentive Plan. | 8-K 12G3/A | 10.10 | 11/12/2024 | 000-56706 | |
| 10.4.1(2) | Form of Restricted Share Unit Award Agreement with Time-Based Vesting under the Primo Brands Corporation Equity Incentive Plan. | 10-Q | 10.7 | 12/17/2024 | 001-42404 | |
| 10.4.2(2) | Form of Restricted Share Unit Award Agreement with Performance-Based Vesting under the Primo Brands Corporation Equity Incentive Plan. | 10-Q | 10.8 | 12/17/2024 | 001-42404 | |
| 10.4.3(2) | Form of Restricted Share Unit Award Agreement with Performance-Based Vesting under the Primo Brands Corporation Equity Incentive Plan (2026). | * | ||||
| 10.5 (2) | Primo Brands Corporation Employee Share Purchase Plan. | 8-K 12G3/A | 10.11 | 11/12/2024 | 000-56706 | |
| 10.5.1 (2) | Legacy Primo Water Corporation 2018 Equity Incentive Plan. | 8-K 12G3/A | 10.12 | 11/12/2024 | 000-56706 | |
| 10.6 (2) | Legacy Primo Water Corporation Equity Incentive Plan. | 8-K 12G3/A | 10.13 | 11/12/2024 | 000-56706 | |
| 10.6.1 (2) | Form of Restricted Share Unit Award Agreement with Time-Based Vesting under the Legacy Primo Water Corporation Equity Incentive Plans. | 8-K 12G3/A | 10.14 | 11/12/2024 | 000-56706 | |
| 10.6.2 (2) | Form of Restricted Share Unit Award Agreement with Performance-Based Vesting under the Legacy Primo Water Corporation Equity Incentive Plans. | 8-K 12G3/A | 10.15 | 11/12/2024 | 000-56706 | |
| 10.6.3 (2) | Form of Nonqualified Stock Option Agreement under the Legacy Primo Water Corporation Equity Incentive Plans. | 8-K 12G3/A | 10.16 | 11/12/2024 | 000-56706 | |
| 10.6.4 (2) | Form of Nonqualified Stock Option Agreement under the Legacy Primo Water Corporation 2018 Equity Incentive Plan. | 8-K 12G3/A | 10.17 | 11/12/2024 | 000-56706 | |
| 10.7 (2) | Legacy Primo Water Corporation Severance and Non-Competition Plan. | 8-K 12G3/A | 10.18 | 11/12/2024 | 000-56706 | |
| 10.8 (2) | Offer Letter, dated December 11, 2024, by and between the Company and Robbert Rietbroek. | 10-Q | 10.2 | 12/17/2024 | 001-42404 | |
| 10.9 (2) | Offer Letter, dated December 11, 2024, by and between the Company and David Hass. | 10-Q | 10.3 | 12/17/2024 | 001-42404 | |
| 10.10 (2) | Offer Letter, dated December 11, 2024, by and between the Company and Jason Ausher. | 10-Q | 10.4 | 12/17/2024 | 001-42404 | |
| 10.11 (2) | Offer Letter, dated December 11, 2024, by and between the Company and Robert Austin. | 10-Q | 10.5 | 12/17/2024 | 001-42404 | |
| 10.12 (2) | Employment Agreement, dated October 3, 2024, by and between Robert Austin and Primo Brands Corporation. | 8-K 12G3/A | 10.24 | 11/12/2024 | 000-56706 | |
| 10.13 (2) | Offer Letter, dated December 11, 2024, by and between the Company and Marni Morgan Poe. | 10-Q | 10.6 | 12/17/2024 | 001-42404 | |
| 10.14 (2) | Offer Letter, dated December 11, 2024, by and between the Company and Hih Song Kim. | S-1/A | 10.25 | 2/7/2025 | 333-28450 | |
| 10.15 (2) | Offer Letter, dated November 5, 2025, by and between the Company and Eric Foss. | 8-K | 10.1 | 11/6/2025 | 001-42404 | |
| 10.16 (1)(2) | Separation Agreement with Marni Poe, dated August 14, 2025. | 10-Q | 10.1 | 11/6/2025 | 001-42404 | |
| 10.17 (1)(2) | Form of Restricted Share Unit Award Agreement, by and between Primo Water Corporation and Robbert Rietbroek. | 8-K | Exhibit A to 10.1 | 11/15/2023 | 001-31410 | |
| 10.18 (2) | Primo Brands Corporation Non-Employee Director Compensation Policy. | 8-K 12G3/A | 10.26 | 11/12/2024 | 000-56706 | |
| 10.19 (2) | Primo Brands Corporation Severance and Non-Competition Plan, dated December 11, 2024. | 10-Q | 10.1 | 12/17/2024 | 001-42404 | |
| 10.20 | Stock Purchase Agreement, dated May 7, 2025, by and among the Company and the Selling Stockholders. | 8-K | 10.1 | 5/12/2025 | 001-42404 | |
| 19.1(1) | Insider Trading Compliance Policy | * | ||||
| 21.1 | List of Subsidiaries of Primo Brands Corporation | * | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) | * | ||||
| 23.2 | Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) | * | ||||
| 31.1 | Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2025. | * | ||||
| 31.2 | Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2025. | * | ||||
| 32.1 | Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2025. | ** | ||||
| 32.2 | Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2025. | ** | ||||
| 97.1 | Primo Brands Corporation Executive Incentive Compensation Recoupment Policy. | 8-K 12G3/A | 99.5 | 11/8/2024 | 000-56706 | |
| 101.INS | Inline XBRL Instance Document - The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | *** |
| 101.SCH | Inline XBRL Instance Extension Schema | *** |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | *** |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | *** |
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | *** |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101. | *** |
1 Schedules and exhibits or other portions of this exhibit have been omitted pursuant to Item 601(a) or 601(b) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
2 Indicates a management contract or compensatory plan.
- Filed herewith
** Furnished herewith
*** Submitted electronically herewith
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.