Primo Brands Corp-A美股招股说明书(2025-11-10版)

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 November10, 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 November7, 2025, the closingprice of our ClassA common stock on the NYSE was $14.46. 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): November9, 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 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.☐ Item 8.01. Other Events. On November9, 2025, the Board of Directors of Primo Brands Corporation (the “Company”) approved an increase of $50million to the Company’sexisting share repurchase program of $250million, bringing the total authorization under the program to $300million worth of shares of the Company’sClassA common stock (the “Revised Repurchase Program”). Under the Revised Repurchase Program, the Company had approximately $202.3millionof capacity available for repurchases as of November9, 2025. The Company may purchase shares from time to time at the discretion of management through open market purchases, block trades, accelerated or otherstructured share repurchase programs, privately negotiated transactions, Rule10b5-1plans or other means. Open market repurchases will be structuredto occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule10b-18under the SecuritiesExchange Act of 1934, as amended. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management andmay be based upon market conditions, regulatory requirements and alternative opportunities that the Company may have for the use or investment of itscapital. The program does not obligate the Company to acquire any particular amount of ClassA common stock, and may be modified, suspended orterminated at any time at the discretion of the Board. Forward-Looking Statements This Current Report on Form8-K(“Form8-K”)cont