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

The information in this preliminary prospectus supplement is not complete and may be changed. Thispreliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities inany state or jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated March 7, 2025) 47,500,000 Shares Primo Brands Corporation Class A Common Stock The selling stockholders identified in this prospectus supplement (the “selling stockholders”) areoffering 47,500,000 shares of our Class A common stock. We will not receive any proceeds from thesale of our Class A common stock by the selling stockholders. We have entered into a stock purchase agreement (the “Stock Purchase Agreement”) with TritonWater Parent Holdings, LP and Triton Water Equity Holdings, LP who are also the sellingstockholders in this offering, to repurchase $100 million of shares of our Class A common stock fromTriton Water Parent Holdings, LP and Triton Water Equity Holdings, LP in a private transaction at theprice at which the shares are sold to the public less the underwriting discounts and commissions setforth on the cover page of this prospectus (the “Share Repurchase”). The closing of the ShareRepurchase is expected to be concurrent with the closing of this offering. The repurchased shares ofClass A common stock will no longer be outstanding after this offering. The completion of the ShareRepurchase is contingent on the satisfaction of customary closing conditions and conditioned upon thecompletion of this offering. The completion of this offering is not conditioned upon the completion ofthe Share Repurchase. 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 May 7, 2025 was$32.86 per share. Investing in our Class A common stock involves risks. See “Risk Factors”beginning on page S-6 of this prospectus supplement, beginning on page 6 ofthe accompanying prospectus, and in the documents incorporated by referenceherein to read about factors you should consider before buying shares of ourClass A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement, the additional prospectussupplements (as defined herein) and the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The underwriters have agreed to purchase shares of our Class A common stock from the sellingstockholders at a price of $per share, which will result in approximately $of proceeds to the selling stockholders before expenses. The underwriters may offer the shares of Class Acommon stock from time to time for sale in one or more transactions on the New York StockExchange, in the over-the-counter market, through negotiated transactions, or otherwise at marketprices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiatedprices, subject to receipt and acceptance by them and subject to their right to reject any order in wholeor in part. See “Underwriting” beginning on page S-17. Delivery of the shares of Class A common stock is expected to be made on or about, 2025. BofA Securities The date of this prospectus supplement is Table of Contents TABLE OF CONTENTS Prospectus Supplement Related to this Offering PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiDEFINITIONSS-ivTRADEMARKS, TRADE NAMES AND SERVICE MARKSS-vMARKET AND INDUSTRY DATAS-viPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-6FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-10DIVIDEND POLICYS-11SELLING STOCKHOLDERSS-12MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSS-13UNDERWRITINGS-17LEGAL MATTERSS-27EXPERTSS-28 INCORPORATION BY REFERENCE30 Prospectus Supplement No. 4, dated as of May 8, 2025 PART I—FINANCIAL INFORMATIONUnaudited Financial Statements Item 1.8Condensed Consolidated Balance Sheets9Condensed Consolidated Statements of Operations10Condensed Consolidated Statements of Comprehensive Income11Condensed Consolidated Statements of Cash Flows12Condensed Consolidated Statements of Stockholders’ Equity14Notes to Unaudited Financial Statements15Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 3.Quantitative and Qualitative Disclosures About Market Risk57Item 4.Controls and Procedures57PART II—OTHER INFORMATIONItem 1.Legal Proceedings58Item 1A.Risk Factors58Item 2.Unregistered Sales of Equity Securities and Use of Proceeds58Item 3.Defaults Upon Senior Securities59Item 4.Mine Safety Disclosures59Item 5.Other Information59Item 6.Exhibits60Signatures65 Prospectus Supplement No. 3, dated as of May 5, 2025 ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS1 Table of Contents Prospectus Supplement No. 2, dated as of March