Director — Allison Spector: The resignation of a board seat mandated by a contractual ownership threshold is a genuine departure but is procedurally driven and not indicative of internal conflict or operational shock.

Entry into a Material Definitive Agreement. Stock Purchase Agreement On August 5, 2026, Primo Brands Corporation (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with one of its stockholders (the “Selling Stockholder”), which is an affiliate of One Rock Capital Partners, LLC. Pursuant to the Stock Purchase Agreement, the Company agreed to repurchase 410,340 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), from…

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Minsok Pak: Mr. Pak resigned from the Board due to a change in his principal employment responsibilities.

Chief Operating Officer — Robert Austin: The Chief Operating Officer position was eliminated and Robert Austin will no longer serve in this role.

Director — Andrea Brimmer: The Board appointed Andrea Brimmer as a new director to fill the newly created vacancy.

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On March 31, 2026 (the “Closing Date”), Primo Brands Corporation (the “Company”) entered into an amendment (the “Fifth Amendment”), which amended that certain First Lien Credit Agreement, dated as of March 31, 2021 (as amended prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement,” and as further amended by the Fifth Amendment, the “Amended Credit Agreement”), by and among the Company, as the parent borrower, Triton Water…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth in

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Kimberly Reed: Ms. Reed resigned from the Board, and Minsok Pak was appointed to fill the vacancy.

Other Events. On November 9, 2025, the Board of Directors of Primo Brands Corporation (the “Company”) approved an increase of $50 million to the Company’s existing share repurchase program of $250 million, bringing the total authorization under the program to $300 million worth of shares of the Company’s Class A common stock (the “Revised Repurchase Program”). Under the Revised Repurchase Program, the Company had approximately $202.3 million of capacity available for repurchases as of Novembe…

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

General Counsel — Marni Poe: Ms. Poe is no longer serving as General Counsel and will depart the role.

Director — Kurtis Barker and Allison Spector: The resignations were due to a decrease in ownership of the Company's Class A common stock held by the ORCP Stockholders.

Regulation FD Disclosure. On May 8, 2025, the Company issued a press release announcing the commencement of the Offering and the Share Repurchase. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the li…

Entry into a Material Definitive Agreement. Stock Purchase Agreement On May 7, 2025, Primo Brands Corporation (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with two of its stockholders (the “Selling Stockholders”), which are affiliates of One Rock Capital Partners. Pursuant to the Stock Purchase Agreement, the Company agreed to repurchase 3,157,562 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), from the Se…

of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Joseph Rosenberg: Mr. Rosenberg resigned from the Board due to a decrease in ownership of the Company's Class A common stock held by the ORCP Stockholders.

Entry into a Material Definitive Agreement. On March 10, 2025, Primo Brands Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with one of its stockholders (the “Selling Stockholder”), an affiliate of One Rock Capital Partners, 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 Selling…

Regulation FD Disclosure. On March 10, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing that one of its stockholders (the “Selling Stockholder”), an affiliate of One Rock Capital Partners, intends to offer for sale in an underwritten secondary offering (the “Offering”) 45,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), pursuant to the Company’s shelf registration statement on Form S-1 filed with the…

Other Events. On November 12, 2024, Primo Brands Corporation (the “Company”) filed a Current Report on Form 8-K12G3/A with the Securities and Exchange Commission relating to the consummation of the business combination (the “Transaction”) of Primo Water Corporation and Triton Water Parent, Inc. The Company is filing this Current Report on Form 8-K in order to make publicly available certain unaudited pro forma condensed combined financial information of the Company reflecting the Transaction…

Regulation FD Disclosure. On February 25, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing the expiration of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the three series of outstanding senior notes (collectively, the “Existing Notes”) issued by either Primo Water Holdings Inc., an indirect, wholly owned subsidiary of Primo Brands (the “Primo Issuer”), or Triton Water Holdings, Inc., an indirect, wholly owned sub…

Regulation FD Disclosure. On February 21, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing amendments to the terms of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the three series of outstanding senior notes (collectively, the “Existing Notes”) issued by either Primo Water Holdings Inc., an indirect, wholly owned subsidiary of Primo Brands (the “Primo Issuer”), or Triton Water Holdings, Inc., an indirect, wholly…