Primo Brands Corp

Previous wording

Our operations and supplier relationships expose us to risks associated with disruptions to global supply chains and tariffs, which are likely to continue to create challenging conditions for our business through increased costs, lower consumer spending, volatility in financial markets and other impacts. In addition, the ongoing conflict in Iran and broader geopolitical instability in the Middle East may further disrupt global supply chains, increase energy and raw material costs, and contribute to market volatility. While we have taken steps to minimize these impacts, global supply chain disruption may deteriorate, which could adversely affect our business, financial condition, results of operations and cash flows.

Current wording

Our operations and supplier relationships expose us to risks associated with disruptions to global supply chains, fluctuations in freight markets, and tariffs, which are likely to continue to create challenging conditions for our business through increased costs, lower consumer spending, volatility in financial markets and other impacts. In addition, the ongoing conflict in Iran and broader geopolitical instability in the Middle East may further disrupt global supply chains, increase energy and commodity costs, and contribute to market volatility. While we have taken steps to minimize these impacts, global supply chain disruption may deteriorate, which could adversely affect our business, financial condition, results of operations and cash flows.

Previous wording

We present certain non-GAAP measures in this Quarterly Report, including Adjusted EBITDA and measures derived therefrom, which are not required by, or presented in accordance with, U.S. GAAP. We define Adjusted EBITDA as net income (loss) before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted for acquisition, integration and restructuring expenses, stock-based compensation costs, impairment charges, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, loss on modification and extinguishment of debt, management fees, purchase accounting adjustments, and other adjustments, net. This is an important metric that management uses as an analytical indicator to evaluate our performance, allocate resources, and measure leverage. We believe that Adjusted EBITDA is a useful metric for management, investors, and analysts because it excludes certain items that can vary widely across different industries or among companies within the same industry, and it removes the impact of items that we do not believe are indicative of our core operating performance. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies, and we believe these adjustments allow for consistent comparison of our operating results over time and relative to our peers.

Current wording

We present certain non-GAAP measures in this Form 10-Q, including Adjusted EBITDA and measures derived therefrom, which are not required by, or presented in accordance with, U.S. GAAP. We define Adjusted EBITDA as net income (loss) before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted for acquisition, integration and restructuring expenses, stock-based compensation costs, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, loss on modification and extinguishment of debt, purchase accounting adjustments, and other adjustments, net. This is an important metric that management uses as an analytical indicator to evaluate our performance, allocate resources, and measure leverage. We believe that Adjusted EBITDA is a useful metric for management, investors, and analysts because it excludes certain items that can vary widely across different industries or among companies within the same industry, and it removes the impact of items that we do not believe are indicative of our core operating performance. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies, and we believe these adjustments allow for consistent comparison of our operating results over time and relative to our peers.

Previous wording

During the three months ended June 30, 2026, net sales were $1,796.2 million, an increase of $66.1 million, or 3.8%, as compared to the three months ended June 30, 2025, primarily due to an increase in sales attributable to regional spring water of $35.9 million and our premium brands of $26.7 million in the current year period, partially offset by a decrease of $6.9 million related to the divested coffee business.

Current wording

During the three months ended September 30, 2026, net sales were $1,821.0 million, an increase of $54.9 million, or 3.1%, as compared to the three months ended September 30, 2025, primarily due to an increase in sales attributable to regional spring water of $25.9 million and our premium brands of $23.9 million in the current year period.

Previous wording

Cost of sales consists primarily of manufacturing, shipping and logistics, storage and handling, personnel costs and allocated facilities and overhead costs associated with products sold. Manufacturing costs consist primarily of raw materials, packaging costs and labor and utilities to convert raw materials into finished products.

Current wording

Cost of sales consists primarily of manufacturing, shipping and logistics, storage and handling, personnel costs and allocated facilities and overhead costs associated with products sold. Manufacturing costs consist primarily of raw materials, packaging costs, labor and utilities to convert raw materials into finished products.

Previous wording

During the three months ended June 30, 2026, cost of sales were $1,247.5 million, an increase of $58.3 million, or 4.9%, as compared to the three months ended June 30, 2025, primarily due to increased transportation related costs of $42.6 million and increased depreciation and amortization of $8.4 million, partially offset by a decrease of $6.8 million related to lower non-recurring integration related costs incurred in the current year period and a decrease of $5.2 million related to the divested coffee business.

Current wording

During the three months ended September 30, 2026, cost of sales was $1,267.1 million, an increase of $29.2 million, or 2.4%, as compared to the three months ended September 30, 2025, primarily due to increased transportation related costs of $39.1 million, and increased materials costs of $13.0 million, partially offset by a decrease of $37.0 million related to lower non-recurring integration related costs incurred in the current year period.

Previous wording

During the three months ended June 30, 2026, gross profit was $548.7 million, an increase of $7.8 million, or 1.4%, as compared to the three months ended June 30, 2025, and gross margin as a percentage of net sales was 30.5%, as compared to 31.3% during the three months ended June 30, 2025, primarily driven by the factors discussed above.

Current wording

During the three months ended September 30, 2026, gross profit was $553.9 million, an increase of $25.7 million, or 4.9%, as compared to the three months ended September 30, 2025, and gross margin as a percentage of net sales was 30.4%, as compared to 29.9% during the three months ended September 30, 2025, primarily driven by the factors discussed above.

Previous wording

During the three months ended June 30, 2026, selling, general and administrative expenses were $345.5 million, a decrease of $33.1 million, or 8.7%, as compared to the three months ended June 30, 2025, primarily due to a decrease in marketing costs of $17.4 million and a decrease in depreciation and amortization of $11.6 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.

Current wording

During the three months ended September 30, 2026, selling, general and administrative expenses were $316.3 million, a decrease of $26.7 million, or 7.8%, as compared to the three months ended September 30, 2025, primarily due to a decrease in marketing costs of $7.5 million and a decrease in depreciation and amortization of $23.1 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.

Previous wording

During the three months ended June 30, 2026, acquisition, integration and restructuring expenses were $10.0 million, a decrease of $39.7 million, as compared to the three months ended June 30, 2025, primarily due to lower integration costs incurred during the current year period compared to the prior year period as integration efforts begin to wind down as well as net restructuring gains in the current year period driven primarily by gains associated with the sale of facilities compared to net restructuring costs in the prior year period primarily driven by facility charges.

Current wording

During the three months ended September 30, 2026, acquisition, integration and restructuring expenses were $16.7 million, a decrease of $27.5 million, as compared to the three months ended September 30, 2025, primarily due to lower integration costs as integration efforts begin to wind down as well as net restructuring gains in the current year period.

Previous wording

Other operating expense (income), net, includes primarily unrealized foreign exchange (gains) losses, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.

Current wording

Other operating income, net, includes primarily unrealized foreign exchange (gains) losses, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.

Previous wording

During the three months ended June 30, 2026, other operating expense, net was $12.9 million, compared to other operating income, net during the three months ended June 30, 2025 of $0.2 million. This change is primarily due to unrealized losses on commodity forwards of $12.2 million during the current year period compared to unrealized gains on commodity forwards of $0.9 million during the prior year period.

Current wording

During the three months ended September 30, 2026, other operating income, net was $28.0 million, compared to $5.4 million during the three months ended September 30, 2025. This change is primarily due to unrealized gains on commodity forwards of $27.6 million during the current year period compared to unrealized gains on commodity forwards of $1.8 million during the prior year period.

Previous wording

Other expense (income), net, includes primarily amortization of forward points and unrealized mark-to-market adjustments for foreign exchange forward contracts as well as other infrequent non-operating income or charges.

Current wording

Other income, net, includes primarily amortization of forward points and unrealized mark-to-market adjustments for foreign exchange forward contracts as well as other infrequent non-operating income or charges.

Previous wording

During the three months ended June 30, 2026, interest and financing expense, net, was $81.3 million, which remained relatively consistent with a decrease of $0.6 million, or 0.7%, as compared to the three months ended June 30, 2025.

Current wording

During the three months ended September 30, 2026, interest and financing expense, net, was $79.9 million, which remained relatively consistent with a decrease of $3.2 million, or 3.9%, as compared to the three months ended September 30, 2025.

Previous wording

Income tax expense was $27.9 million for the three months ended June 30, 2026 compared to $16.3 million for the three months ended June 30, 2025. The effective tax rate was 28.7% for the three months ended June 30, 2026 compared to 34.8% for the three months ended June 30, 2025.

Current wording

Income tax expense was $46.2 million for the three months ended September 30, 2026 compared to $26.4 million for the three months ended September 30, 2025. The effective tax rate was 27.1% for the three months ended September 30, 2026 compared to 39.5% for the three months ended September 30, 2025.

Previous wording

The effective tax rate for the three months ended June 30, 2026 decreased from the effective tax rate for the three months ended June 30, 2025 due primarily to a decrease in permanent differences for which we have not recognized a tax benefit. The effective tax rate for the three 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 three months ended September 30, 2026 decreased from the effective tax rate for the three months ended September 30, 2025 due primarily to a decrease in non-deductible expenses for which we have not recognized a tax benefit. The effective tax rate for the three months ended September 30, 2026 differs from the U.S. statutory rate primarily due to non-deductible expenses for which we have not recognized a tax benefit.

Previous wording

During the six months ended June 30, 2026, net sales were $3,422.3 million, an increase of $78.5 million, or 2.3%, as compared to the six months ended June 30, 2025, primarily due to an increase in sales attributable to our premium brands of $58.3 million and regional spring water of $43.0 million, partially offset by a decrease of $18.0 million related to the divested coffee business.

Current wording

During the nine months ended September 30, 2026, net sales were $5,243.3 million, an increase of $133.4 million, or 2.6%, as compared to the nine months ended September 30, 2025, primarily due to an increase in sales attributable to our premium brands of $82.2 million and regional spring water of $68.9 million, partially offset by a decrease of $21.7 million related to the exited US office coffee services business.

Previous wording

During the six months ended June 30, 2026, cost of sales were $2,408.7 million, an increase of $126.8 million, or 5.6%, as compared to the six months ended June 30, 2025. The increase in costs was primarily due to increased transportation related costs of $66.8 million, increased non-recurring integration related costs incurred in the current year period of $13.6 million, and increased depreciation and amortization of $19.8 million, partially offset by a decrease of $16.0 million related to the divested coffee business.

Current wording

During the nine months ended September 30, 2026, cost of sales was $3,675.8 million, an increase of $156.0 million, or 4.4%, as compared to the nine months ended September 30, 2025. The increase in costs was primarily due to increased transportation related costs of $105.9 million, increased materials costs of $33.0 million, and increased depreciation and amortization of $26.1 million, partially offset by a decrease in non-recurring integration related costs incurred in the current year period of $23.4 million and a decrease of $18.7 million related to the exited US office coffee services business.

Previous wording

During the six months ended June 30, 2026, gross profit was $1,013.6 million, a decrease of $48.3 million, or 4.5%, as compared to the six months ended June 30, 2025, and gross margin as a percentage of net sales was 29.6%, as compared to 31.8% during the six months ended June 30, 2025, primarily driven by the factors discussed above.

Current wording

During the nine months ended September 30, 2026, gross profit was $1,567.5 million, a decrease of $22.6 million, or 1.4%, as compared to the nine months ended September 30, 2025, and gross margin as a percentage of net sales was 29.9%, as compared to 31.1% during the nine months ended September 30, 2025, primarily driven by the factors discussed above.

Previous wording

During the six months ended June 30, 2026, selling, general and administrative expenses were $682.2 million, a decrease of $24.2 million, or 3.4%, as compared to the six months ended June 30, 2025, primarily due to a decrease in marketing costs of $18.3 million and a decrease in depreciation and amortization of $10.5 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.

Current wording

During the nine months ended September 30, 2026, selling, general and administrative expenses were $998.5 million, a decrease of $50.9 million, or 4.9%, as compared to the nine months ended September 30, 2025, primarily due to a decrease in marketing costs of $25.8 million and a decrease in depreciation and amortization of $33.6 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.

Previous wording

During the six months ended June 30, 2026, acquisition, integration and restructuring expenses were $30.8 million, a decrease of $58.7 million, as compared to the six months ended June 30, 2025, primarily due to lower integration costs incurred during the current year period compared to the prior year period as integration efforts begin to wind down as well as net restructuring gains in the current year period driven primarily by gains associated with the sale of facilities compared to net restructuring costs in the prior year period primarily driven by facility charges.

Current wording

During the nine months ended September 30, 2026, acquisition, integration and restructuring expenses were $47.5 million, a decrease of $86.2 million, as compared to the nine months ended September 30, 2025, primarily due to lower integration costs as integration efforts begin to wind down as well as net restructuring gains in the current year period.

Previous wording

During the six months ended June 30, 2026, other operating income, net was $17.7 million, compared to nil during the six months ended June 30, 2025. This change is primarily due to unrealized gains on commodity forwards of $18.9 million during the six months ended June 30, 2026 compared to unrealized gains on commodity forwards of $2.0 million in the prior year period.

Current wording

During the nine months ended September 30, 2026, other operating income, net was $45.7 million, compared to $5.4 million during the nine months ended September 30, 2025. This change is primarily due to unrealized gains on commodity forwards of $46.5 million during the nine months ended September 30, 2026 compared to unrealized gains on commodity forwards of $3.8 million in the prior year period.

Previous wording

During the six months ended June 30, 2026, other expense, net was $3.1 million, compared to other income, net of $15.8 million during the six months ended June 30, 2025. This change is primarily due to insurance proceeds received in the prior year period to repair infrastructure on a warehouse in Texas damaged by a tornado.

Current wording

During the nine months ended September 30, 2026, other expense, net was $1.4 million, compared to other income, net of $19.4 million during the nine months ended September 30, 2025. This change is primarily due to insurance proceeds received in the prior year period to repair infrastructure on a warehouse in Texas damaged by a tornado.

Previous wording

During the six months ended June 30, 2026, the loss on modification and extinguishment of debt was $17.7 million related to the refinancing of our then-existing Term Loans (as defined below), compared to $18.6 million during the six months ended June 30, 2025 related to the debt refinancing consummated in the prior year period.

Current wording

During the nine months ended September 30, 2026, the loss on modification and extinguishment of debt was $17.7 million related to the refinancing of our then-existing Term Loans (as defined below), compared to $18.6 million during the nine months ended September 30, 2025 related to the debt refinancing consummated in the prior year period.

Previous wording

During the six months ended June 30, 2026, interest and financing expense, net, was $159.6 million, which remained relatively consistent with a decrease of $4.4 million, or 2.7%, as compared to the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, interest and financing expense, net, was $239.5 million, which remained relatively consistent with a decrease of $7.6 million, or 3.1%, as compared to the nine months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2026, income tax expense was $41.4 million compared to $34.0 million during the six months ended June 30, 2025. The effective tax rate was 30.0% during the six months ended June 30, 2026, compared to 34.3% during the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, income tax expense was $87.6 million compared to $60.4 million during the nine months ended September 30, 2025. The effective tax rate was 28.4% during the nine months ended September 30, 2026, compared to 36.4% during the nine months ended September 30, 2025.

Previous wording

The effective tax rate for the six months ended June 30, 2026 decreased from the effective tax rate from the six months ended June 30, 2025 due primarily to a decrease in permanent differences for which we have not recognized a tax benefit. The effective tax rate for the six months ended June 30, 2026 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 valuation allowances.

Current wording

The effective tax rate for the nine months ended September 30, 2026 decreased from the effective tax rate from the nine months ended September 30, 2025 due primarily to a decrease in non-deductible expenses for which we have not recognized a tax benefit. The effective tax rate for the nine months ended September 30, 2026 differs from the U.S. statutory rate primarily due to non-deductible expenses for which we have not recognized a tax benefit.

Previous wording

We believe that a combination of cash generated from operating activities, and undrawn availability under the revolving credit facility which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and will mature in February 2030 (the "Revolving Credit Facility") will provide sufficient liquidity to support our working capital needs, planned growth and capital expenditure needs, service the ongoing principal and interest payments on our indebtedness, and support our other funding and investment requirements for the next 12 months and for the foreseeable future. However, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the then-outstanding balances of our debt. As a result, we will be dependent upon our ability to refinance such indebtedness or access the credit markets or source additional equity investments to repay the outstanding balances of our indebtedness. Failure to raise significant amounts of funding to repay these obligations or to refinance our indebtedness on beneficial terms at maturity would adversely affect our financial condition. We may also require additional capital in the future to pursue attractive acquisition opportunities in our industry. In addition, our ability to service our indebtedness and to fund our other liquidity requirements will depend on our ability to generate and access cash in the future, which is subject to general economic, financial, contractual, competitive, legislative, regulatory and other factors, some of which are beyond our control, as well as the other factors described in Part I, Item 1A. "Risk Factors” in our 2025 Annual Report.

Current wording

We believe that a combination of cash generated from operating activities, and undrawn availability under the revolving credit facility which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and will mature in February 2030 (the "Revolving Credit Facility") will provide sufficient liquidity to support our working capital needs, planned growth and capital expenditure needs, service the ongoing principal and interest payments on our indebtedness, and support our other funding and investment requirements for the next 12 months and for the foreseeable future. However, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the then-outstanding balances of our debt. As a result, we will be dependent upon our ability to refinance such indebtedness or access the credit markets or source additional equity investments to repay the outstanding balances of our indebtedness.

Previous wording

As of June 30, 2026, we had $366.8 million of cash on hand (of which $0.3 million is restricted). We had access to $750.0 million of revolving loan commitments (excluding $163.4 million of outstanding letters of credit) under the Revolving Credit Facility. 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, 2026, we had $477.4 million of cash on hand (of which $0.2 million is restricted). We had access to $750.0 million of revolving loan commitments (without giving effect to $163.4 million of outstanding letters of credit) under the Revolving Credit Facility. 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

In connection with the Fifth Amendment, we assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. We recorded an unamortized debt discount of $15.5 million and unamortized debt issuance costs of $2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss of nil and $17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026.

Current wording

In connection with the Fifth Amendment, we assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. We recorded an unamortized debt discount of $15.5 million and unamortized debt issuance costs of $2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss of nil and $17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026.

Previous wording

As of June 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $49.6 million and $39.4 million, respectively.

Current wording

As of September 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $47.3 million and $39.4 million, respectively.

Previous 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 ($513.3 million at exchange rates in effect on June 30, 2026) and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro 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 ($510.6 million at exchange rates in effect on September 30, 2026) and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.

Previous wording

During the three and six months ended June 30, 2026, we repurchased 707,943 and 2,247,118 shares of our Class A common stock for an aggregate purchase price of approximately $15.5 million and $44.5 million, respectively, through open market transactions under the Share Repurchase Program. As of June 30, 2026, the Company had $62.8 million of authorization remaining under the Share Repurchase Program.

Current wording

During the three and nine months ended September 30, 2025, we repurchased 3,011,204 shares of our Class A common stock for an aggregate purchase price of approximately $73.2 million, including commissions paid to brokers, through open market transactions under the Share Repurchase Program.

Previous wording

Repurchased shares were subsequently retired. Please refer to the table in Part II, Item 2 of this Quarterly Report.

Current wording

Repurchased shares were subsequently retired. Please refer to the table in Part II, Item 2 of this Form 10-Q.

Previous wording

On March 10, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Triton Water Parent Holdings, LP and its affiliates (the “Sponsor Stockholder”) and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of our Class A common stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $29.50 per share (the "March Offering"). The March Offering closed on March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the March Offering. No shares were sold by us. Following the March Offering, we were no longer considered a controlled company.

Current wording

On March 10, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Triton Water Parent Holdings, LP and its affiliates (the “Sponsor Stockholder”) and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of our Class A common stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $29.50 per share (the "March 2025 Offering"). The March 2025 Offering closed on

Previous wording

On May 7, 2025, we entered into a stock purchase agreement (the "Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings, LP, a Delaware limited partnership (“Triton Water Equity Holdings”). Pursuant to the Stock Purchase Agreement, we agreed to repurchase 3,157,562 shares of Class A common stock from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May Offering (as defined below). The share repurchase closed concurrently with the May Offering on May 12, 2025 for an aggregate purchase price of approximately $100.0 million. We funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

Current wording

On May 7, 2025, we entered into a stock purchase agreement (the "May 2025 Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings, LP, a Delaware limited partnership (“Triton Water Equity Holdings”). Pursuant to the May 2025 Stock Purchase Agreement, we agreed to repurchase 3,157,562 shares of Class A common stock from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May 2025 Offering (as defined below). The share repurchase closed concurrently with the May 2025 Offering on May 12, 2025 for an aggregate purchase price of approximately $100.0 million. We funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

Previous wording

On May 8, 2025, we entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $31.67 per share (the "May Offering"). The May Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May Offering. No shares were sold by us.

Current wording

On May 8, 2025, we entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $31.67 per share (the "May 2025 Offering"). The May 2025 Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May 2025 Offering. No shares were sold by us.

Previous wording

During the three and six months ended June 30, 2026, 3,756 and 195,146 shares of our Class A common stock 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 of this Quarterly Report.

Current wording

During the three and nine months ended September 30, 2026, 10,991 and 206,137 shares of our Class A common stock 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 of this Form 10-Q.

Previous wording

Net cash provided by operating activities of continuing operations was $331.7 million for the six months ended June 30, 2026 as compared to $193.8 million for the six months ended June 30, 2025. The $137.9 million increase was due primarily to improved earnings, excluding non-cash charges, of $50.0 million, as well as an increase in cash provided by trade payables and accrued liabilities of $99.8 million and inventories of $10.0 million, partially offset by an increase in cash used by prepaid and other current and non current assets of $9.0 million and trade receivables of $12.9 million.

Current wording

Net cash provided by operating activities of continuing operations was $625.3 million for the nine months ended September 30, 2026 as compared to $477.2 million for the nine months ended September 30, 2025. The $148.1 million increase was due primarily to improved earnings, excluding non-cash charges, of $80.1 million, as well as an increase in cash provided by trade payables and accrued liabilities of $141.1 million, partially offset by an increase in cash used by prepaid and other current and non current assets of $29.3 million, trade receivables of $30.1 million, and inventories of $13.7 million.

Previous wording

Net cash used in investing activities of continuing operations was $194.9 million for the six months ended June 30, 2026, compared to $73.8 million for the six months ended June 30, 2025. The increase in use of $121.1 million was due primarily to increased additions to property, plant and equipment and intangible assets of $81.6 million, increased acquisition-related activity of $14.3 million, and $56.9 million of proceeds received from the sale of the production facility in Ontario, Canada in the prior year not recurring in the current year, partially offset by $30.0 million of proceeds received from the sale of facilities within held for sale.

Current wording

Net cash used in investing activities of continuing operations was $294.7 million for the nine months ended September 30, 2026, compared to $217.9 million for the nine months ended September 30, 2025. The increase in use of $76.8 million was due primarily to increased additions to property, plant and equipment and intangible assets of $31.9 million, increased acquisition-related activity of $19.0 million, $56.9 million of proceeds received in the prior year not recurring in the current year from the sale of the production facility in Ontario, Canada and assets sold related to our US office coffee services business, and $20.0 million of proceeds received in the prior year not recurring in the current year from insurance settlements, partially offset by $36.1 million of proceeds received from the sale of facilities within held for sale.

Previous wording

Net cash used in financing activities of continuing operations for the six months ended June 30, 2026 was $146.1 million, compared to $334.8 million for the six months ended June 30, 2025. The $188.7 million decrease was due primarily to a decrease in Class A common stock repurchased and cancelled as a result of the share repurchases made in conjunction with the March Offering and May Offering of $214.1 million in the prior year not recurring in the current year, partially offset by share repurchases made under the Share Repurchase Program of $44.5 million in the current year.

Current wording

Net cash used in financing activities of continuing operations for the nine months ended September 30, 2026 was $229.2 million, compared to $463.0 million for the nine months ended September 30, 2025. The decrease in cash used of $233.8 million was due primarily to a decrease in Class A common stock repurchased and cancelled as a result of the share repurchases made in conjunction with the March 2025 Offering and May 2025 Offering of $214.1 million in the prior year not recurring in the current year.

Previous wording

Refer to Note 2 - "Summary of Significant Accounting Policies" in the Condensed Consolidated Financial Statements included in this Quarterly Report for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.

Current wording

Refer to Note 2 - "Summary of Significant Accounting Policies" in the Condensed Consolidated Financial Statements included in this Form 10-Q for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.