Primo Brands Corp-A美股招股说明书(2025-03-10版)

Primo Brands Corporation ClassA Common Stock The selling stockholder identified in this prospectus supplement (the “selling stockholder”) is offering 45,000,000 shares of ourClassA common stock. We will not receive any proceeds from the sale of our ClassA common stock by the selling stockholder. Subject to the completion of the offering, we intend to purchase from the underwriters 4,000,000 shares of our ClassA common stockthat are subject to this offering at a price per share equal to the price per share paid by the underwriters to the selling stockholder in thisoffering (the “Share Repurchase”). We cannot assure you that this offering or the Share Repurchase will be consummated. Our ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “PRMB.” The last reported saleprice of our ClassA common stock on the NYSE on March 7, 2025 was $31.61 per share. As of the date of this prospectus supplement, the ORCP Group (as defined herein) controls more than 50% of our voting power for theelection of directors on our Board. As a result, as of the date of this prospectus supplement, we are considered a “controlled company” forthe purposes of NYSE rules and corporate governance standards. Following this offering and the Share Repurchase, we will no longer be a“controlled company.” However, we may continue to rely on exemptions from certain corporate governance requirements during aone-yeartransition period. While we do not currently intend to rely on any of the related corporate governance exemptions during the transitionperiod, we may at any time and from time to time, utilize any or all of the applicable governance exemptions available under the NYSErules. Accordingly, holders of ClassA common stock do not have the same protections afforded to stockholders of companies that aresubject to all of the rules and corporate governance standards of NYSE, and the ability of our independent directors to influence our businesspolicies and affairs may be reduced. See “Risk Factors.” Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on pageS-18of thisprospectus supplement, beginning on page 6 of the accompanying prospectus, and in the documents incorporatedby reference herein to read about factors you should consider before buying shares of our ClassA common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. PerShareTotalPublic offering price$$(2)Underwriting discounts and commissions(1)$$(3)Proceeds, before expenses, to the selling stockholder$$ (1)See “Underwriting” on pageS-31for additional information regarding underwriting compensation.(2)Reflects that the shares purchased by us in the Share Repurchase will be sold at $per share.(3)Reflects that no discount will be paid to the underwriters on shares purchased by us in the Share Repurchase. The selling stockholder has granted the underwriters an option for a period of 30 days to purchase up to an additional 6,750,000 sharesof ClassA common stock. Delivery of the shares of ClassA common stock is expected to be made on or about, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTDEFINITIONSTRADEMARKS, TRADE NAMES AND SERVICE MARKSMARKET AND INDUSTRY DATAPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSFORWARD-LOOKINGSTATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING STOCKHOLDERMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TONON-U.S.HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus FORWARD-LOOKINGSTATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDETERMINATION OF OFFERING PRICEDIVIDEND POLICYMANAGEMENTEXECUTIVE COMPENSATIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERSPRINCIPAL STOCKHOLDERSSELLING STOCKHOLDERSCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSDESCRIPTION OF CERTAIN INDEBTEDNESSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Table of Contents None of the Company, the selling stockholder or the underwriters have authorized anyone to provide any information or to make anyrepresentations other than those contained or incorporated by reference herein or in any free writing prospectuses we have prepared. None of theCompany, the selling stockholder or the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information thatothers may give you. This prospectus supplement is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. The information contained, or incorporated by reference, in this prospectus supplement