您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:普瑞摩品牌公司-A股招股说明书(2025-09-12版) - 发现报告

普瑞摩品牌公司-A股招股说明书(2025-09-12版)

2025-09-12 美股招股说明书 棋落
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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 September12, 2025, which is setforth below. 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 andnot otherwise defined herein have the meanings specified in the Prospectus. Please keep this prospectus supplement with your Prospectus for futurereference. Our ClassA common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “PRMB.” On September11, 2025, the closingprice of our ClassA common stock on the NYSE was $24.32. Investing in our securities involves certain risks. See the section entitled “Risk Factors” beginning on page 6 of theProspectus and under similar headings in any further amendments or supplements to the Prospectus to read aboutfactors you should consider before buying our securities. 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 criminaloffense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM8-K CURRENT REPORTPursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September9, 2025 Primo Brands Corporation(Exact name of registrant as specified in its charter) 001-42404(CommissionFile Number) 99-3483984(IRS EmployerIdentification Number) 900 Long Ridge Road, Building 2Stamford, Connecticut 06902 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (813)544-8515 Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule14a-12under the Exchange Act (17 CFR240.14a-12)☐Pre-commencementcommunications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR240.14d-2(b))☐Pre-commencementcommunications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act: 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). Emerging growth company☐ 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 Section13(a) of the Exchange Act.☐ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On September9, 2025, Primo Brands Corporation (the “Company”) determined that, in connection with a planned leave of absence, Robert Austinwould temporarily cease to serve as Chief Operating Officer of the Company, effective September30, 2025. During this time, Mr.Austin will serve as aSenior Advisor to the Company. On September10, 2025, the Company’s Board of Directors designated the Company’s Chief Executive Officer, Robbert Rietbroek, to serve as theCompany’s principal operating officer during the interim period until Mr.Austin’s return, during which time certain senior operations executives willreport directly to Mr.Rietbroek. Mr.Rietbroek’s biographical information can be found in the Company’sdefinitive proxy statement filed with theSecurities and Exchange Commission on March20, 2025,which is incorporated herein by reference. 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. By:/s/ Hih Song KimHih Song KimChief Legal Officer and Corporate Secretary