Primo Brands Corp

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Appendix I and II

Explanatory Note

On November 8, 2024, Primo Brands Corporation (formerly known as Triton US HoldCo, Inc.), a Delaware corporation (“Primo Brands”, or the “Company”), consummated the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended by that certain Amendment No. 1 thereto, dated as of October 1, 2024 (as amended, the “Arrangement Agreement”), by and among Primo Water Corporation, a company existing under the laws of Ontario (“Primo Water”), Triton Water Parent, Inc., formerly a Delaware corporation (“BlueTriton”), the Company, formerly a wholly-owned subsidiary of BlueTriton, Triton Merger Sub 1, Inc., formerly a wholly-owned subsidiary of the Company (“Merger Sub”), and 1000922661 Ontario Inc., formerly a wholly-owned subsidiary of the Company (“Amalgamation Sub”). As contemplated by the Arrangement Agreement: (i) Amalgamation Sub, by way of a court-approved statutory plan of arrangement pursuant to the provisions of the Business Corporations Act (Ontario), acquired all of the issued and outstanding shares of Primo Water (other than any such shares held by Amalgamation Sub or any of its affiliates) in exchange for shares of Class A common stock, par value $0.01 per share, of Primo Brands (the “Class A common stock”) on a 1:1 basis, resulting in former equity owners of Primo Water holding shares of Class A common stock representing approximately 43% of the Fully Diluted Shares (as defined herein), followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with Primo Water surviving as a wholly-owned subsidiary of Primo Brands (the “Arrangement”); (ii) immediately following the Arrangement, Merger Sub was merged with and into BlueTriton (the “Merger”), with BlueTriton surviving the Merger as a wholly-owned subsidiary of Primo Brands; (iii) immediately following the Merger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving company in the Merger, was merged with and into Primo Brands (the “Subsequent Merger” and, together with the Merger, the “Mergers” and, collectively with the Arrangement, the “Transaction”), with Primo Brands being the surviving corporation in the Subsequent Merger; (iv) in connection with the Subsequent Merger, each share of common stock of BlueTriton issued and outstanding immediately prior to the Merger (other than shares cancelled in accordance with the Arrangement Agreement) were converted into shares of Class A common stock or shares of Class B common stock, par value $0.01 per share of the Company (the “Class B common stock”), such that the prior stockholders of BlueTriton hold shares of Class A common stock and Class B common stock (collectively, the “Shares”) representing approximately 57% of the Fully Diluted Shares; and (v) as a result of the Transaction, Primo Water and Triton Water Intermediate, Inc., previously a wholly-owned subsidiary of BlueTriton, became wholly-owned subsidiaries of the Company. “Fully Diluted Shares” refers to the sum of (i) the aggregate number of shares of Class A common stock and Class B common stock issued and outstanding, plus (ii) the aggregate maximum number of shares of Class A common stock issuable in respect of any equity interests of the Company that were outstanding or deemed outstanding at the time of the Transaction (and assuming the vesting in full of such equity interests subject to vesting or similar conditions).

On November 8, 2024, the Company became the successor issuer to Primo Water pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(e) under the Exchange Act, the Class A common stock is deemed to be registered under Section 12(b) of the Exchange Act, and the Company is subject to the informational requirements of the Exchange Act and the related rules and regulations. On November 11, 2024, shares of Class A common stock of the Company began regular-way trading on the NYSE under the ticker symbol “PRMB”.

Prior to the Transaction, BlueTriton shares were not registered shares under the Exchange Act and therefore, BlueTriton was not subject to the reporting requirements under the Exchange Act. It was determined that BlueTriton is the accounting acquirer and as such, Primo Brands is providing supplemental disclosures in Appendix I regarding BlueTriton, pursuant to instructions to the Quarterly Report on Form 10-Q (the “Form 10-Q”) and Rule 10-01 of Regulation S-X for interim financial statements. As BlueTriton is the accounting acquirer and predecessor of Primo Brands, BlueTriton’s results will be included for all periods reported and the accounting policies and practices of BlueTriton will be applied by Primo Brands after the Transaction. Primo Water’s results will be included in the Company’s consolidated results effective November 9, 2024.

As a result of the Transaction, Primo Water is no longer subject to the reporting requirements under the Exchange Act. However, in order to provide continuity of information to investors, the Company is providing supplemental disclosures in Appendix II regarding Primo Water, pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial statements.

Since the Transaction was completed after the end of the September 30, 2024 reporting period covered by this Form 10-Q, this filing reflects the results of Primo Brands for periods prior to the Transaction. The information contained in Appendix I and II reflects the individual results of BlueTriton and Primo Water for periods prior to the Transaction and does not include any adjustments that may be required as a result of the application of the acquisition method of accounting.