Primo Brands Corp-A美股招股说明书(2025-05-08版)

Primo Brands Corporation ClassA Common Stock The selling stockholders identified in this prospectus supplement (the “selling stockholders”) are offering 47,500,000 shares of ourClassA common stock. We will not receive any proceeds from the sale of our ClassA common stock by the selling stockholders. We have entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Triton Water Parent Holdings, LP and TritonWater Equity Holdings, LP who are also the selling stockholders in this offering, to repurchase $100 million of shares of our Class A commonstock from Triton Water Parent Holdings, LP and Triton Water Equity Holdings, LP in a private transaction at the price at which the shares aresold to the public less the underwriting discounts and commissions set forth on the cover page of this prospectus (the “Share Repurchase”).The closing of the Share Repurchase is expected to be concurrent with the closing of this offering. The repurchased shares of Class A commonstock will no longer be outstanding after this offering. The completion of the Share Repurchase is contingent on the satisfaction of customaryclosing conditions and conditioned upon the completion of this offering. The completion of this offering is not conditioned upon thecompletion of the Share Repurchase. Our ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “PRMB.” The last reported sale priceof our ClassA common stock on the NYSE on May7, 2025 was $32.86 per share. Investing in our ClassA common stock involves risks. See “Risk Factors” beginning onpageS-6of thisprospectus supplement, beginning on page 6 of the accompanying prospectus, and in the documentsincorporated by reference herein to read about factors you should consider before buying shares of ourClassA common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement, the additional prospectus supplements (as defined herein) and the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The underwriters have agreed to purchase shares of our ClassA common stock from the selling stockholders at a price of $pershare, which will result in approximately $of proceeds to the selling stockholders before expenses. The underwriters may offer theshares of ClassA common stock from time to time for sale in one or more transactions on the New York Stock Exchange, in theover-the-countermarket, through negotiated transactions, or otherwise at market prices prevailing at the time of sale, at prices related toprevailing market prices, or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order inwhole or in part. See “Underwriting” beginning onpageS-17. Delivery of the shares of ClassA common stock is expected to be made on or about , 2025. BofASecurities MorganStanley, 2025. The date of this prospectus supplement is Table of Contents TABLE OF CONTENTS Prospectus Supplement Related to this Offering ABOUT THIS PROSPECTUS SUPPLEMENTDEFINITIONSTRADEMARKS, TRADE NAMES AND SERVICE MARKSMARKET AND INDUSTRY DATAPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSFORWARD-LOOKINGSTATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING STOCKHOLDERSMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TONON-U.S.HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus Supplement No.4, dated as of May8, 2025 PART I—FINANCIAL INFORMATIONItem 1.Unaudited Financial StatementsCondensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive IncomeCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Stockholders’ EquityNotes to Unaudited Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II—OTHER INFORMATIONItem 1.Legal ProceedingsItem1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures Table of ContentsProspectus Supplement No.2, dated as of March21, 2025ITEM5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAINOFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERSProspectus Supplement No.1, dated as of March12, 2025ITEM1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTProspectusFORWARD-LOOKINGSTATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDETERMINATION OF OFFERING PRICEDIVIDEND POLICYMANAGEMENTEXECUTIVE COMPENSATIONMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TONON-U.S.HOLDERSPRINCIPAL STOCKHOLDERSSELLING STOCKHOLDERSCERTAIN RELATION