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

Subject to completion, dated March 10, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated March 7, 2025)45,000,000 Shares Primo Brands Corporation Class A Common Stock The selling stockholder identified in this prospectus supplement (the “selling stockholder”) is offering45,000,000 shares of our Class A common stock. We will not receive any proceeds from the sale ofour Class A common stock by the selling stockholder. Subject to the completion of the offering, we intend to purchase from the underwriters 4,000,000shares of our Class A common stock that are subject to this offering at a price per share equal to theprice per share paid by the underwriters to the selling stockholder in this offering (the “ShareRepurchase”). We cannot assure you that this offering or the Share Repurchase will be consummated. Our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol“PRMB.” The last reported sale price of our Class A common stock on the NYSE on March 7, 2025was $31.61 per share. As of the date of this prospectus supplement, the ORCP Group (as defined herein) controls more than50% of our voting power for the election of directors on our Board. As a result, as of the date of thisprospectus supplement, we are considered a “controlled company” for the purposes of NYSE rules andcorporate governance standards. Following this offering and the Share Repurchase, we will no longerbe a “controlled company.” However, we may continue to rely on exemptions from certain corporategovernance requirements during a one-year transition period. While we do not currently intend to relyon any of the related corporate governance exemptions during the transition period, we may at anytime and from time to time, utilize any or all of the applicable governance exemptions available underthe NYSE rules. Accordingly, holders of Class A common stock do not have the same protectionsafforded to stockholders of companies that are subject to all of the rules and corporate governancestandards of NYSE, and the ability of our independent directors to influence our business policies andaffairs may be reduced. See “Risk Factors.” Investing in our Class A common stock involves risks. See “Risk Factors” beginningon page S-18 of this prospectus supplement, beginning on page 6 of theaccompanying prospectus, and in the documents incorporated by reference hereinto read about factors you should consider before buying shares of our Class Acommon stock. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement and theaccompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. (1)See “Underwriting” on page S-31 for 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 ShareRepurchase. The selling stockholder has granted the underwriters an option for a period of 30 days to purchase upto an additional 6,750,000 shares of Class A common stock. Delivery of the shares of Class A common stock is expected to be made on or about, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT MARKET AND INDUSTRY DATAS-viPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-16RISK FACTORSS-18FORWARD-LOOKING STATEMENTSS-20USE OF PROCEEDSS-23DIVIDEND POLICYS-24SELLING STOCKHOLDERS-25MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSS-26UNDERWRITINGS-30LEGAL MATTERSS-40EXPERTSS-41WHERE YOU CAN FIND MORE INFORMATIONS-42INCORPORATION BY REFERENCES-43 Prospectus eFORWARD-LOOKING STATEMENTSxPROSPECTUS SUMMARY1RISK FACTORS6USE OF PROCEEDS7DETERMINATION OF OFFERING PRICE8DIVIDEND POLICY9MANAGEMENT10EXECUTIVE COMPENSATION19MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS59PRINCIPAL STOCKHOLDERS63SELLING STOCKHOLDERS65CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS66DESCRIPTION OF CERTAIN INDEBTEDNESS69DESCRIPTION OF CAPITAL STOCK73PLAN OF DISTRIBUTION82LEGAL MATTERS87EXPERTS87WHERE YOU CAN FIND MORE INFORMATION87INCORPORATION BY REFERENCE88 Table of Contents None of the Company, the selling stockholder or the underwriters have authorized anyone to provide anyinformation or to make any representations other than those contained or incorporated by reference herein or in anyfree writing prospectuses we have prepared. None of the Company, the selling stockholder or the underwriters takeresponsibility for, or provide any assurance as to the reliability of, any other information that others may give you.This prospectus supplement is an offer to sell only the shares offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. The information contained, or incorporated by r