Primo Brands Corp-A美国存托股票招股说明书(2025-12-05版)

Resale of up to 116,210,806 Shares of ClassA Common StockIssuance of up to 58,488 shares of ClassA Common Stock underlying Options This prospectus relates to the (i)resale or other disposition of up to 116,210,806 shares (the “Resale Shares”) of our ClassA common stock, par value $0.01 pershare (the “ClassA common stock”), by the selling stockholder named in this prospectus or its Permitted Transferees (as defined herein) and (ii)issuance by us of up to58,488 shares of ClassA common stock (the “Option Shares”) reserved for issuance upon the exercise of options to purchase shares of ClassA common stock, with a On November8, 2024, we consummated the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June16, 2024, asamended by that certain Amendment No.1 thereto dated October1, 2024 (as amended, the “Arrangement Agreement”), by and among Primo Water Corporation, acompany existing under the laws of Ontario (“Primo Water”), Triton Water Parent, Inc., formerly a Delaware corporation (“BlueTriton”), Primo Brands Corporation(formerly known as Triton US HoldCo, Inc.), a Delaware corporation and formerly a wholly-owned subsidiary ofBlueTriton (“Primo Brands” or the “Company”), TritonMerger Sub 1, Inc., formerly a wholly-owned subsidiary of the Company (“Merger Sub”), and 1000922661 Ontario Inc., formerly a wholly-owned subsidiary of theCompany (“Amalgamation Sub”). As contemplated by the Arrangement Agreement, Amalgamation Sub acquired all of the issued and outstanding common shares ofPrimo Water in exchange for shares of our ClassA common stock, followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with the resultingamalgamated entity, named “Primo Water Corporation,” becoming a wholly-owned subsidiary of the Company (the “Arrangement”). Following the Arrangement, Merger We are registering the offer and sale from time to time of the Resale Shares covered by this prospectus pursuant to the selling stockholder’s registration rightsunder a stockholders agreement between us and the selling stockholder. Subject to any contractual restrictions on it selling the shares of our ClassA common stock that itholds, the selling stockholder may offer, sell, or distribute all or a portion of its shares of our ClassA common stock publicly or through private transactions at prevailingmarket prices or at negotiated prices. We will not receive any of the proceeds from the sale of the Resale Shares owned by the selling stockholder. We will receive theproceeds from any exercise of the Options (as defined herein) for cash, which we intend to use for general corporate and working capital purposes. See “Use ofProceeds” for additional information. Any proceeds from the exercise of the Options would increase our liquidity, but we are not currently budgeting for any cash Our ClassA common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “PRMB.” On December 4, 2025 the last reported sale priceof our ClassA common stock was $16.24 per share. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC (as defined herein) using a shelf registration process. By using a shelfregistration statement, we and the selling stockholder may sell securities from time to time and in one or more offerings as described in this prospectus.Each time that we or the selling stockholder offer and sell securities, we or the selling stockholder will provide a prospectus supplement to thisprospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorizeone or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectussupplement or free writing prospectus may also add, update or change information in this prospectus with respect to that offering. If there is anyinconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the This prospectus contains or incorporates by reference information that you should consider when making your investment decision. Neither we,nor the selling stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained orincorporated by reference in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or towhich we have referred you. We and the selling stockholder take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that oth