Primo Brands Corp. - A美国存托股招股说明书（2025年5月21日版）

Primo Brands Corporation This prospectus supplement updates, amends, and supplements the prospectus dated March7, 2025 (the “Prospectus”), which forms a part of ourRegistration Statement on FormS-1,as amended (RegistrationNo.333-284501). This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the informationcontained in our Current Report on Form8-Kfiled with the Securities and Exchange Commission (the “SEC”) on May21, 2025, which is set forth This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information inthis prospectus supplement updates or supersedes the information contained in the Prospectus. Capitalized terms used in this prospectus supplement and Our ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “PRMB.” On May20, 2025, the closing priceof our ClassA common stock on the NYSE was $32.40. Investing in our securities involves certain risks. See the section entitled “Risk Factors” beginning on page 6 of the Prospectus and undersimilar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal 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 thischapter) or Rule12b-2of the Securities Exchange Act of 1934(§240.12b-2of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. On May19, 2025, pursuant to the Stockholders Agreement, dated November7, 2024, by and between Primo Brands Corporation (the “Company”),Triton Water Parent Holdings, LP (the “Initial ORCP Stockholder” and together with its affiliates, the “ORCP Stockholders”) and the other parties joinedthereto from time to time (the “Stockholders Agreement”), and the Company’s Amended and Restated Certificate of Incorporation (the “Certificate ofIncorporation”), following the decrease in ownership of the Company’s ClassA common stock held by the ORCP Stockholders, each of Kurtis Barkerand Allison Spector resigned from the Company’s Board of Directors (the “Board”), which became effective upon acceptance by the Unaffiliated In connection with such resignation, the Board reduced its size to eleven directors, which eliminates the vacancy for a Mutually Agreed Director (asdefined in the Stockholders Agreement), as requested by the Initial ORCP Stockholder pursuant to the Certificate of Incorporation. 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 theundersigned hereunto duly authorized. Primo Brands Corporation By:/s/ Marni Morgan PoeMarni Morgan PoeGeneral Counsel& Corporate Secretary Date: May21, 2025