AI智能总结
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 Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November6, 2025, which is set forthbelow. 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 November5, 2025, the closingprice of our ClassA common stock on the NYSE was $22.64. 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 oursecurities. 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): November4, 2025 Primo Brands Corporation(Exact name of registrant as specified in its charter) 99-3483984(IRS EmployerIdentification Number) 001-42404(CommissionFile Number) (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 the 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. Executive Chairman and Chief Executive Officer On November5, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) appointed currentdirector Eric Foss as the Company’s Executive Chairman and Chief Executive Officer and transitioned Robbert Rietbroek from his role as theCompany’s Chief Executive Officer. Also on the Effective Date, Mr.Rietbroek resigned as a member of the Board and C. Dean Metropoulos steppeddown asNon-ExecutiveChairman of the Board, while remaining as a member of the Board. Mr.Foss will also serve as the Company’s interim principaloperating officer. Biographical information for Mr.Foss, age 67, can be found on page 11 of the Company’sdefinitive proxy statement filed with the Securities andExchange Commission on March20, 2025and is incorporated herein by reference. Mr.Foss has stepped down from his service on the Company’s AuditCommittee and Compensation Committee in light of his appointment as Chief Executive Officer and Executive Chairman. Britta Bomhard has beenappointed to the Audit Committee and Billy Prim has been appointed to the Compensation Committee to fill the vacancies left by Mr.Foss. Subject to Mr.Rietbroek’s execution andnon-revocationof a release of claims in favor of the Company, Mr.Rietbroek will be entitled to receive theseparation pay and benefits in accor