Primo Brands Corp-A美股招股说明书(2026-08-07版)

Primo Brands Corporation ClassA Common Stock Triton Water Equity Holdings, LP (the “selling stockholder”) is offering 20,000,000 shares of our ClassA common stock. We will not receive anyproceeds from the sale of our ClassA common stock by the selling stockholder. We have entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the selling stockholder to repurchase approximately$10million of shares of our ClassA common stock from the selling stockholder in a private transaction at the price at which the shares are sold to thepublic less the underwriting discounts and commissions set forth on the cover page of this prospectus (the “Share Repurchase”). The closing of theShare Repurchase is expected to be concurrent with the closing of this offering. The repurchased shares of ClassA common stock will no longer beoutstanding after this offering. The completion of the Share Repurchase is contingent on the satisfaction of customary closing conditions andconditioned upon the completion of this offering. The completion of this offering is not conditioned upon the completion of the Share Repurchase. Our ClassA common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “PRMB.” The last reported sale price ofour ClassA common stock on the NYSE on August5, 2026 was $25.32 per share. Investing in shares of our ClassA common stock involves risks. See “Risk Factors” beginning on pageS-5 of thisprospectus supplement, beginning on page11 of the accompanying prospectus, and in the documents incorporated byreference herein and therein to read about factors you should consider before buying shares of our ClassA commonstock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminaloffense. PerShareTotalPublic offering price$24.47$489,400,000Underwriting discounts and commissions(1)$0.10$2,000,000Proceeds, before expenses, to the selling stockholder$24.37$487,400,000 (1)See “Underwriting” for additional information regarding underwriting compensation. Delivery of the shares of ClassA common stock is expected to be made on or about August7, 2026. Morgan Stanley The date of this prospectus supplement is August6, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTDEFINITIONSTRADEMARKS, TRADE NAMES AND SERVICE MARKSMARKET AND INDUSTRY DATAPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYSELLING STOCKHOLDERMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSDEFINITIONSTRADEMARKS, TRADE NAMES AND SERVICE MARKSMARKET AND INDUSTRY DATAWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE THE COMPANY RISK FACTORS DESCRIPTION OF CAPITAL STOCK SELLING STOCKHOLDER EXPERTS None of the Company, the selling stockholder, or the underwriter have authorized anyone to provide any information or to make anyrepresentations other than those contained or incorporated by reference herein or in any free writing prospectuses we have prepared. None of theCompany, the selling stockholder, or the underwriter take responsibility for, or provide any assurance as to the reliability of, any other information thatothers may give you. This prospectus supplement is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. Table of Contents For investors outside the United States: None of the Company, the selling stockholder, or the underwriter has done anything that would permit apublic offering of our ClassA common stock or possession or distribution of this prospectus supplement or the accompanying prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of thisprospectus supplement or the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of theClassA common stock and the distribution of this prospectus supplement or the accompanying prospectus outside of the United States. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of multiple parts. The first is the prospectus supplement relating to this offering, which describes the specific terms of thisoffering. The second is the accompanying prospectus, which gives more general information, some of which may not apply to this offering. Generally,when we refer only to the “prospectus,” we are referring to all parts combined. This prospectus supplement may add to, u