Primo Brands Corp

Current report

Other than the risk factor below, there have been no material changes to our risk factors since December 31, 2024. Please refer to our 2024 Annual Report on Form 10-K.

Current report

We may be adversely impacted by recently announced tariff programs

Current report

We source some of our goods from countries impacted by the tariff programs announced by the U.S. federal government in April 2025. If enforced, these tariffs could have an adverse effect on our business and financial results during the 2025 fiscal year and possibly beyond. We have reviewed our supply chain and business and, based on information currently available, we believe these tariffs could result in higher costs of materials used for packaging and certain equipment which are currently sourced from countries impacted by the tariff programs. We plan to closely monitor the tariff environment and continue to evaluate and explore opportunities to mitigate the potential negative impacts but there is no guarantee that these efforts will be effective.

Current report

Report of Offering of Securities and Use of Proceeds Therefrom

Current report

On March 12, 2025, we completed a secondary offering of our Class A common stock pursuant to which the Selling Stockholder sold 51,750,000 shares of our Class A common stock at a price of $29.50 per share for an aggregate public offering price of approximately $1.5 billion. Morgan Stanley & Co. LLC and BofA Securities, Inc. acted as joint lead book-running managers for the offering. The Company did not receive any proceeds from the sale of shares of Class A common stock by the selling stockholder.

Current report

All shares sold were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-284501), as amended (the “Registration Statement”), declared effective by the SEC on March 7, 2025. The Registration Statement registered the resale of up to 218,618,368 shares of Class A common stock. This was our first registration statement filed under the Securities Act.

Current report

The Selling Stockholder paid any underwriting fees, discounts, and selling commissions incurred by such holder in disposing of its shares of Class A common stock, and we bore all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, NYSE listing fees, and fees and expenses of our counsel and our independent registered public accountants. From March 7, 2025 through March 31, 2025, third party fees incurred by the Company associated with the offering were approximately $0.3 million.

Current report

Issuer Purchases of Equity Securities

Current report

Pursuant to the Underwriting Agreement, we agreed to purchase 4,000,000 shares of our Class A Common Stock for approximately $114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the Secondary Offering. We funded the Share Repurchase with cash on hand.

Current report

We did not have a stock repurchase program during three months ended March 31, 2025. During the three months ended March 31, 2025 the Company withheld 164,738 shares, at an average price of $30.92, from delivery to our employees to satisfy their tax obligations related to the vesting or exercise of equity-based awards.

Current report

Information regarding purchases made by or on behalf of us or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of our Class A common stock during the three months ended March 31, 2025 is provided below:

Current report

Unregistered Sales of Equity Securities

Current report

The Company did not issue any equity securities that were not registered under the Securities Act during the period covered by this Form 10-Q.

Previous report

During the period covered by this Quarterly Report on Form 10-Q (this “Quarterly Report”), the Company did not conduct any material activities other than those incidental to its formation and those undertaken in connection with the transactions contemplated by the transaction agreement, and therefore did not incur any significant risks. Following is information regarding risks related to the Company following the closing of the Transaction (such time, the “Closing”).

Previous report

Risk Factors Summary

Previous report

Risks Related to Our Business

Previous report

• our future results may suffer if we do not effectively manage our expanded operations following the Transaction;

Previous report

• we have no operating or financial history as a combined company and the unaudited pro forma condensed combined financial information elsewhere in this Quarterly Report are presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the Transaction;

Previous report

• we face significant competition in the segment in which we operate;

Previous report

• our success depends, in part, on our intellectual property, which we may be unable to maintain and protect;

Previous report

• we may not be able to consummate acquisitions, or acquisitions may be difficult to integrate, and we may not realize the expected revenue and cost synergies related to each such acquisition;

Previous report

• our business is dependent on our ability to maintain access to our water sources. Water scarcity, government regulation of water access, loss of water rights, and poor quality could negatively affect our long-term financial performance;

Previous report

• we may not be able to respond successfully to consumer trends related to our products;

Previous report

• the loss or reduction in sales to any significant customer could negatively affect our financial condition and results of operations;

Previous report

• our packaging supplies and other costs are subject to price increases, and we may be unable to effectively pass rising costs on to our customers, or effectively hedge against such rising costs;

Previous report

• an active trading market for our Class A common stock may not be sustained and you may not be able to sell your shares of Class A common stock;

Previous report

• the market price of our Class A common stock may be volatile, and holders of our Class A common stock may be unable to resell their Class A common stock at or above their purchase price or at all;

Previous report

• if securities analysts publish inaccurate or unfavorable research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline;

Previous report

• future sales, or the perception of future sales, by our stockholders in the public market could cause the market price for our Class A common stock to decline;

Previous report

• the shares of Class A common stock covered by any registration statements could represent a substantial percentage of the outstanding shares of Class A common stock, and the sales of such shares, or the perception that these sales could occur, could cause the market price of the Class A common stock of Primo Brands to decline significantly, and certain selling stockholders still may receive significant proceeds;

Previous report

• investment vehicles affiliated with ORCP own a significant amount of the voting power of the Company, and ORCP’s interests may conflict with or differ from the interests of stockholders; Legal, Regulatory, and Tax Risks

Previous report

• legislative and executive action in state and local governments enacting local taxes on bottled water or water extraction, restricting water withdrawal and usage rights from public and private sources, and bans on the commercial sale or government procurement of bottled water in plastic beverage containers could adversely affect our business and financial results;

Previous report

• sustainability matters may adversely impact our business and reputation;

Previous report

• we may incur costs to comply with developing laws and regulations, including those surrounding the production and use of plastics, as well as related litigation relating to plastics pollution;

Previous report

• our products may not meet health and safety standards or could become contaminated, and we could be liable for injury, illness, or death caused by consumption of our products;

Previous report

Risks Related to Our Indebtedness

Previous report

• our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations, and prevent us from fulfilling our obligations under our indebtedness;

Previous report

• our indebtedness may expose us to substantial risks;

Previous report

• we may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful;

Previous report

• despite our level of indebtedness, we and our subsidiaries may still incur substantially more debt. This could further exacerbate the risks to our financial condition described above and impair our ability to operate our business.

Previous report

Risks Related to Our Business, Operations, and Growth Strategies

Previous report

Our future results may suffer if we do not effectively manage our expanded operations following the Transaction.

Previous report

Following the Transaction, the size of our business is larger than the former size of either Primo Water’s or BlueTriton’s businesses on a stand-alone basis. Our future success depends, in part, upon our ability to manage the expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. A successful integration will require focusing a substantial amount of resources and management attention to the integration process, which may divert resources and focus from the development and operation of Primo Water’s and BlueTriton’s regular business operations. Our business or results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occurred before the Closing. The integration process is subject to a number of risks and uncertainties, and no assurance can be given as to the realization of anticipated benefits in full or in part or, if realized, the timing of their realization. If integration is not managed successfully, we may experience interruptions in our business activities, deterioration in our associate and customer relationships, increased costs of integration, and harm to our reputation, all of which could have a material adverse effect on our business, financial condition, and results of operations. We may experience difficulties in combining corporate cultures, maintaining associate morale, and retaining key associates. There is no assurance that Primo Water’s and BlueTriton’s businesses will be successfully integrated in a timely manner. The challenges involved in the integration of Primo Water’s and BlueTriton’s businesses may include, among other things, the following:

Previous report

• challenges and difficulties associated with managing the larger, more complex, combined company;

Previous report

• conforming standards, controls, procedures and policies, and compensation structures between the companies;

Previous report

• retaining and integrating talent from the two companies, including key personnel and addressing uncertainties of their future, while maintaining focus on expanding and maintaining the business;

Previous report

• coordinating operations, sales and marketing, and finance;

Previous report

• consolidating corporate and administrative infrastructures, accounting systems, information technology systems, resources, sourcing and procurement logistics with respect to key raw materials, and optimizing manufacturing locations;

Previous report

• integrating the workforces and systems of the two companies while maintaining focus on achieving our operating and strategic goals;

Previous report

• coordinating geographically overlapping organizations;

Previous report

• potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with the Transaction;

Previous report

• performance shortfalls within the business as a result of the diversion of management’s attention caused by completing the Transaction and integrating the companies’ operations;

Previous report

• difficulties in delivering on our strategy, including the ability of the Transaction to accelerate growth in the combined business;