Primo Brands Corp — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (813) 544-8515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 the Selling Stockholder at a price per share equal to the price paid by the underwriter in the Offering (as defined below) (the “Share Repurchase”). The Share Repurchase closed concurrently with the Offering on August 7, 2026. The repurchased shares of Class A Common Stock are no longer outstanding.

The foregoing description of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Underwriting Agreement

On August 6, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Selling Stockholder and Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), in connection with the underwritten secondary offering by the Selling Stockholder of 20,000,000 shares of Class A Common Stock, resulting in total gross proceeds to the Selling Stockholder of $487.4 million (the “Offering”). The Offering closed on August 7, 2026. The Selling Stockholder received all of the proceeds from the Offering. No shares of Class A Common Stock were sold by the Company.

The Offering was made pursuant to a prospectus supplement, dated August 6, 2026, to the prospectus, dated December 4, 2025, which forms part of the Company’s post-effective amendment on Form S-3, including exhibits, to its shelf registration statement on Form S-1 (File No. 333-284501), filed with the Securities and Exchange Commission on December 2, 2025, and which became effective on December 4, 2025.

The Underwriting Agreement contains customary representations, warranties, covenants, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder, and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

SIGNATURES

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 hereunto duly authorized.