Primo Brands Corp
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0002042694-25-000007
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0002042694-25-000015
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 165 previous paragraphs and 195 current paragraphs.
125 unchanged; 33 reworded; 30 added; 5 removed; 2 previous and 7 current paragraphs rearranged.
Tables are not compared: 8 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
1 Amounts include labor related costs.
Current report
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 report
32.7%during thethree months ended June 30, 2024. This change was primarily driven by $137.8 million of gross profit, which equates to 30.7% gross margin, attributable to Primo Water as a result of the Transaction.
Current report
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 report
Other Operating (Income) Expense, Net
Current report
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 report
Other Income, Net
Current report
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 report
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 report
Provision for Income Tax
Current report
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 report
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Current report
Consolidated Results
Current report
Net Sales
Current report
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 report
Cost of Sales
Current report
Gross Profit and Gross Margin
Current report
Selling, General and Administrative Expenses
Current report
Acquisition, Integration and Restructuring Expenses
Current report
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 report
Other Operating (Income) Expense, Net
Current report
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 report
Other Income, Net
Current report
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 report
Interest and Financing Expense, Net
Current report
On May 7, 2025, we entered into a 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 our 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 herein) on May 12, 2025 (the "May Share Repurchase"). The May 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 May Share Repurchase with cash on hand and the repurchased shares of Class A Common Stock are no longer outstanding.
Current report
On May 8, 2025, the Company 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 (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 report
Common Share Repurchase Program
Current report
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 report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Removed paragraphs (5)
Previous report
32.9% gross margin, attributable to Primo Water as a result of the Transaction, as well as lower maintenance costs.
Previous report
Other Operating Expense (Income), Net
Previous report
Other operating expense during the three months ended March 31, 2025 was $0.2 million, compared to other operating income during three months ended March 31, 2024 of $3.8 million, primarily due to an unrealized gain of $4.2 million on commodity forwards during three months ended March 31, 2024.
Previous report
Net Income From Continuing Operations
Previous report
The net income from continuing operations for the three months ended March 31, 2025 was $34.7 million, an increase of $1.2 million as compared to net income from continuing operations of $33.5 million for the three months ended March 31, 2024 due to the factors mentioned above.
Reworded paragraphs (33)
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 90 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 13,000 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 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.
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 months ended March 31, 2025, but not for the three months ended March 31, 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 six months ended June 30, 2025, but not for the three and six months ended June 30, 2024.
Previous wording
During three months ended March 31, 2025, net sales were $1,613.7 million, an increase of $477.9 million, or 42.1%, as compared to the three months ended March 31, 2024, primarily related to $470.3 million of net sales attributable to Primo Water as a result of the Transaction.
Current 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.
Previous wording
During the three months ended March 31, 2025, acquisition, integration and restructuring expenses were $39.8 million, an increase of $34.0 million, as compared to the three months ended March 31, 2024, primarily due to integration related charges related to the Transaction, consisting primarily of consulting fees and IT optimization costs, incurred during the three months ended March 31, 2025.
Current 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.
Previous wording
Other operating expense (income), net, includes primarily foreign exchange, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.
Current wording
Other operating (income) expense, net, includes primarily foreign exchange, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.
Previous wording
Interest and financing expense, net, primarily related to interest expense on our debt and finance leases, revolver commitment fees and costs associated with our debt, partially offset by interest income earned on cash and cash equivalents, including restricted cash.
Current wording
Interest and financing expense, net, primarily relates to interest expense on our debt and finance leases, revolver commitment fees and costs associated with our debt, partially offset by interest income earned on cash and cash equivalents, including restricted cash.
Previous wording
The effective tax rate for the three months ended March 31, 2025 increased from the effective tax rate for the three months ended March 31, 2024 due primarily to permanent differences for which we have not recognized a tax benefit. The effective tax rate for the three months ended March 31, 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 June 30, 2025 increased from the effective tax rate from the three months ended June 30, 2024 due primarily to permanent differences for which we have not received 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.
Previous wording
During the three months ended March 31, 2025, cost of sales was $1,092.7 million, an increase of $302.4 million, or 38.3%, as compared to the three months ended March 31, 2024. The increase in costs is primarily driven by $315.6 million of cost of sales attributable to Primo Water as a result of the Transaction, partially offset by lower maintenance costs incurred in the current year period.
Current 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.
Previous wording
During the three months ended March 31, 2025, gross profit was $521.0 million, an increase of $175.5 million, or 50.8%, as compared to the three months ended March 31, 2024, and gross margin as a percentage of net sales was 32.3%, as compared to 30.4% during the three months ended March 31, 2024, primarily driven by $154.7 million of gross profit, which equates to
Current 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.
Previous wording
Selling, general and administrative expenses during the three months ended March 31, 2025 were $327.8 million, an increase of $109.1 million, or 49.9%, as compared to the three months ended March 31, 2024, primarily due to $116.4 million of costs attributable to Primo Water as a result of the Transaction. The prior year period included $9.3 million of nonrecurring management fees.
Current 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.
Previous wording
During the three months ended March 31, 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 three months ended March 31, 2025.
Current 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.
Previous wording
During the three months ended March 31, 2025, interest and financing expense, net, was $82.1 million, an increase of $2.2 million, or 2.8%, as compared to the three months ended March 31, 2024, primarily due to an increase of $13.5 million of interest and financing expenses largely driven by the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Transaction, substantially offset by the lower effective interest rate on the Term Loans (as defined below) and no outstanding revolving debt during the three months ended March 31, 2025.
Current 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.
Previous wording
Income tax expense was $17.7 million for the three months ended March 31, 2025 compared to $11.4 million for the three months ended March 31, 2024. The effective tax rate was 33.8% for the three months ended March 31, 2025 compared to 25.4% for the three months ended March 31, 2024.
Current 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.
Previous wording
As of March 31, 2025, we had $449.7 million of cash on hand (of which $0.7 million is restricted). We had access to $750.0 million of revolving loan commitments (excluding the $138.5 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 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.
Previous wording
On January 27, 2025, the Company commenced separate private offers to exchange (collectively, the “Exchange Offers”) the three series of outstanding senior notes issued by either Primo Water Holdings Inc. ("Primo Water Holdings") or Triton Water Holdings, Inc. ("Triton Water Holdings") both indirect, wholly owned subsidiaries of Primo Brands (collectively, the “Issuers”), for three new series of senior notes co-issued by the Issuers, and for holders who tendered by February 7, 2025 (the "Early Tender Date"), cash in amounts equal to 25 basis points on the principal. The Exchange Offers consisted of the following:
Current wording
On January 27, 2025, we commenced separate private offers to exchange (collectively, the “Exchange Offers”) the three series of outstanding senior notes issued by either Primo Water Holdings Inc. ("Primo Water Holdings") or Triton Water Holdings, Inc. ("Triton Water Holdings") both indirect, wholly owned subsidiaries of Primo Brands (collectively, the “Issuers”), for three new series of senior notes co-issued by the Issuers, and for holders who tendered by February 7, 2025 (the "Early Tender Date"), cash in amounts equal to 25 basis points on the principal. The Exchange Offers consisted of the following:
Previous wording
In conjunction with the Exchange Offers, the Company entered into supplemental indentures related to the aforementioned Original Notes that eliminated substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the indentures as well as the release of the note guarantee of each guarantor of the Original 3.875% Senior Notes and the Original 4.375% Senior Notes.
Current wording
In conjunction with the Exchange Offers, we entered into supplemental indentures related to the aforementioned Original Notes that eliminated substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the indentures as well as the release of the note guarantee of each guarantor of the Original 3.875% Senior Notes and the Original 4.375% Senior Notes.
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 $8.4 million and $38.0 million, respectively, as of March 31, 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 $8.5 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.
Previous 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.
Current 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.
Previous wording
As of March 31, 2025 and December 31, 2024, unamortized debt issuance costs and discount related to the Term Loans were $51.6 million and $54.4 million, respectively.
Current 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.
Previous wording
On the last business day of each fiscal quarter the Company is required to make an aggregate principal payment equal to 0.25% of the aggregate principal amount of the Term Loans, with the balance payable on the maturity date.
Current wording
On the last business day of each fiscal quarter we are required to make an aggregate principal payment equal to 0.25% of the aggregate principal amount of the Term Loans, with the balance payable on the maturity date.
Previous wording
The obligations under the Amended Credit Agreement are guaranteed by the Guarantors (as defined below). The Term Loans are secured by a first-priority lien on substantially all of the Issuers’ and the Guarantors’ current and fixed assets (subject to certain exceptions), subject to certain permitted liens.
Current wording
The obligations under the Amended Credit Agreement (as defined below) are guaranteed by the Guarantors. The Term Loans are secured by a first-priority lien on substantially all of the Issuers’ and the Guarantors’ current and fixed assets (subject to certain exceptions), subject to certain permitted liens.
Previous wording
The 3.875% Senior Notes will mature October 31, 2028 and bear interest at a rate of 3.875% per annum, which is payable semi-annually on April 30 and October 31 of each year, commencing on April 30, 2025. The 4.375% Senior Notes will mature on October 31, 2028 and bear interest at a rate of 4.375% per annum, which is payable semi-annually on April 30 and October 31 of each year, commencing on April 30, 2025.
Current wording
The 3.875% Senior Notes will mature October 31, 2028 and bear interest at a rate of 3.875% per annum, which is payable semi-annually on April 30 and October 31 of each year, commencing on April 30, 2025. The 4.375% Senior Notes will mature on October 31, 2028 and bear interest at a rate of 4.375% per annum, which is payable semi-annually on April 30 and October 31 of each year.
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 the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's 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.
Previous wording
The 6.250% Senior Notes will mature on April 1, 2029 and bear interest at a rate of 6.250% per annum, which is payable semi-annually on April 1 and October 1 of each year, commencing on April 1, 2025.
Current wording
The 6.250% Senior Notes will mature on April 1, 2029 and bear interest at a rate of 6.250% per annum, which is payable semi-annually on April 1 and October 1 of each year.
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 the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's 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.
Previous wording
On March 10, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with 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, par value $0.01 per share (the “Class A Common Stock”), which includes 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 “Secondary Offering”). The Secondary Offering closed on March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the Secondary Offering. No shares were sold by us. Following the Secondary Offering, we were no longer considered a controlled company.
Current wording
On March 10, 2025, we entered into an underwriting agreement with 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, par value $0.01 per share (the "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.
Previous wording
Pursuant to the Underwriting Agreement, we agreed to purchase 4,000,000 shares of its 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 (the “Share Repurchase”). We funded the Share Repurchase with cash on hand.
Current wording
Pursuant to the underwriting agreement for the March Offering, 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 March Offering (the "March Share Repurchase"). We funded the March Share Repurchase with cash on hand and the repurchased shares of Class A Common Stock are no longer outstanding.
Previous wording
During the three months ended March 31, 2025, 164,738 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 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.
Previous wording
On February 20, 2025, our Board of Directors declared a dividend of $0.10 per share of outstanding Class A Common Stock of the Company to stockholders of record at the close of business on March 7, 2025 which was paid in cash on March 24, 2025.
Current wording
On February 20, 2025, our Board of Directors declared a dividend of $0.10 per share of our outstanding Class A Common Stock to stockholders of record at the close of business on March 7, 2025 which was paid in cash on March 24, 2025.
Previous wording
On May 1, 2025, the Board of Directors declared a dividend of $0.10 per share on the outstanding Class A Common Stock of the Company, payable in cash on June 17, 2025 to stockholders of record at the close of business on June 6, 2025.
Current wording
On May 1, 2025, our Board of Directors declared a dividend of $0.10 per share on our outstanding Class A Common Stock, payable in cash on June 17, 2025 to stockholders of record at the close of business on June 6, 2025.
Previous wording
Net cash provided by operating activities from continuing operations was $38.8 million for the three months ended March 31, 2025 as compared to $6.0 million for the three months ended March 31, 2024. The $32.8 million increase was due primarily to improved earnings, excluding non-cash charges and cash provided by other current assets of $27.3 million partially offset by cash used for trade payables and accrued liabilities of $72.5 million.
Current 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.
Previous wording
Net cash used in investing activities from continuing operations was $23.2 million for the three months ended March 31, 2025, compared to $41.7 million for the three months ended March 31, 2024. The improvement of $18.5 million is primarily due to proceeds received from the sale of the production facility in Ontario, Canada in the current quarter, partially offset by increased capital expenditures.
Current 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.
Previous wording
Net cash used in financing activities from continuing operations for the three months ended March 31, 2025 was $180.8 million, compared to cash provided by financing activities of $22.1 million for the three months ended March 31, 2024, a decrease of $202.9 million. The use of cash during three months ended March 31, 2025 primarily related to the Share Repurchase of $114.1 million and the payment of dividends to holders of our common stock of $38.6 million. For the three months ended March 31, 2024, the dividend to the Sponsor Stockholder of $382.7 million was offset by the addition of the $400 million 2024 Incremental Term Loan in March 2024.
Current 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.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
The following table sets forth our consolidated statements of operations data for the periods indicated:
Current report — wording carried from elsewhere
The following table sets forth our consolidated Net sales by water type:
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
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
Current report — wording carried from elsewhere
On August 6, 2025, our Board of Directors declared a dividend of $0.10 per share on our outstanding Class A common stock, payable in cash on September 4, 2025 to stockholders of record at the close of business on August 21, 2025.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Previous report — wording carried elsewhere
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024