UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 912, ~~2025~~2026

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-42404	99-3483984
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1150 Assembly Drive, Suite 800, Tampa, Florida 33607 900 Long Ridge Road, Building ~~2Stamford~~2 Stamford, Connecticut 06902 Address

(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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol		Name of each ~~exchangeon~~exchange on which registered
Class A common stock, $0.01 par value per share		PRMB		The New York Stock Exchange

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 this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 5.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~November~~January 912, ~~2025~~2026, Kimberly Reed informed the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) ~~approved an increase~~ of ~~$50 million~~her toresignation from the ~~Company’s~~Board, ~~existing~~effective ~~share~~January ~~repurchase~~15, ~~program~~2026. ~~of $250~~Ms. ~~million,~~Reed ~~bringing~~had ~~the~~served ~~total~~as ~~authorization~~a ~~under~~member of the ~~program~~Board’s toNominating ~~$300 million~~and ~~worth~~Governance ofCommittee ~~shares~~and Chair of the ~~Company~~Board’s ~~Class A~~Sustainability ~~common~~Committee. ~~stock~~The ~~(the~~decision ~~“Revised~~by ~~Repurchase Program”)~~Ms. Reed ~~Under~~to resign from the ~~Revised~~Board ~~Repurchase~~was ~~Program,~~not the ~~Company~~result ~~had~~of ~~approximately~~any ~~$202.3 million~~disagreement ofwith ~~capacity~~the ~~available~~Company ~~for~~on ~~repurchases~~any asmatter ofregarding ~~November 9~~the Company’s operations, ~~2025~~policies or practices.

~~The~~Additionally, ~~Company~~on ~~may~~January 15, ~~purchase~~2026, ~~shares~~the ~~from~~Board ~~time~~appointed Minsok Pak to ~~time~~serve aton the ~~discretion of management through open market purchases~~Board, ~~block~~effective ~~trades~~January 15, ~~accelerated or other structured share repurchase programs~~2026, ~~privately~~to ~~negotiated~~fill ~~transactions,~~the ~~Rule~~vacancy ~~10b5-1~~created ~~plans~~by orMs. Reed’s ~~other~~resignation. ~~means~~Mr. Pak ~~Open market repurchases~~ will beserve ~~structured~~as toa ~~occur~~director inuntil ~~accordance with applicable federal securities laws, including within~~ the ~~pricing~~Company’s ~~and~~2026 ~~volume~~Annual ~~requirements~~Meeting of ~~Rule~~Stockholders ~~10b-18~~or ~~under~~until ~~the~~his ~~Securities~~successor ~~Exchange~~shall ~~Act~~have ofbeen ~~1934,~~elected asand ~~amended. The manner~~qualified, ~~timing, pricing and amount of any transactions will be~~ subject to ~~the~~his ~~discretion~~earlier ofdeath, ~~management~~resignation, ~~and may be based upon market conditions~~retirement, ~~regulatory~~disqualification ~~requirements and alternative opportunities that the Company may have for the use~~ or ~~investment~~removal. ~~of its capital~~Mr. Pak ~~The~~will ~~program~~also ~~does~~serve ~~not~~as ~~obligate~~a ~~the~~member ~~Company to acquire any particular amount~~ of ~~Class A~~the ~~common~~Board’s ~~stock,~~Audit Committee and ~~may~~Sustainability ~~be modified, suspended or terminated at any time at the discretion of the Board~~Committee.

~~Forward~~Mr. Pak, age 56, held several roles at CJ Foods, an international food manufacturer, from 2022 to 2025, including Chief Executive Officer (March 2023 to May 2025), Chief Operating Officer (November 2022 to March 2023) and Chief Growth and Marketing Officer (September 2022 to November 2022), where he was responsible for spearheading global operations, growing the business and entering new markets. Prior to CJ Foods, from 2020 to 2022, he served as Executive Vice President, Chief Strategy and Transformation Officer of Mondelēz International, an international snack manufacturer, where he was responsible for enterprise strategy as well as strategic growth opportunities, including M&A, new business and digital transformation initiatives. Prior to Mondelēz, he served as Executive Vice President and Chief Strategy and Innovation Officer at Target Corporation, a general merchandise retailer, from 2017 to 2020, where he had oversight of Target’s enterprise strategy and innovation efforts and helped lead the development and implementation of the company’s growth strategy. He began his career at McKinsey & Company, where he spent nearly two decades in various roles, including Head of the Asia-~~Looking~~Pacific ~~Statements~~Sales and Marketing, and other leadership positions in North American Supply Chain and Asia Consumer & Retail practices. The Board believes that Mr. Pak’s extensive experience as a leader of food manufacturing companies will be a valuable contribution to the Board.

~~This~~Mr. Pak ~~Current~~was ~~Report~~appointed onto ~~Form~~the ~~8-K~~Board ~~(“Form~~as ~~8-K”)~~a ~~contains~~Sponsor ~~forward-looking~~Nominee ~~statements~~(as ~~and~~defined ~~forward-looking~~in ~~information within~~ the ~~meaning~~Amended ofand ~~Section 27A~~Restated ofCertificate ~~the Securities Act~~ of ~~1933~~Incorporation ~~and Section 21E~~ of the ~~Securities Exchange Act of 1934 conveying management’s expectations as to the future based on plans, estimates and projections at the time the~~ Company ~~makes~~ (the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that several important factors could cause actual results to differ materially from those contained in any such forward-looking statements. You can identify forward-looking statements by words such as “~~may,~~Charter”)) ~~“will,”~~in ~~“would,”~~accordance ~~“should,”~~with ~~“could,”~~the ~~“expect,”~~Stockholders ~~“aim~~Agreement,” ~~“anticipate,”~~dated ~~“believe~~November 7,” ~~“estimate~~2024,” ~~“intend,”~~by ~~“plan,” “predict,” “project,” “seek,” “potential,” “opportunities,”~~ and ~~other~~between ~~similar expressions and~~ the ~~negatives of such expressions. However~~Company, ~~not~~Triton ~~all~~Water ~~forward-looking~~Parent ~~statements contain these words. The forward-looking statements contained in this Form 8-K include~~Holdings, ~~but~~LP ~~are~~and ~~not limited to, statements regarding future repurchases under~~ the ~~Revised~~other ~~Repurchase~~parties ~~Program.~~joined ~~The~~thereto ~~forward-looking~~from ~~statements~~time ~~are based on assumptions regarding management’s current plans and estimates. Management believes these assumptions~~ to ~~be reasonable~~time, ~~but~~and ~~there~~the ~~is no assurance that they will prove to be accurate~~Charter.

~~Factors~~Since ~~that~~the ~~could~~beginning ~~cause~~of ~~actual~~the ~~results~~Company’s tolast ~~differ~~fiscal ~~materially~~year, ~~from~~there ~~those~~have ~~described~~been inno ~~this~~transactions, ~~Form~~and ~~8-K~~there ~~include,~~are ~~among~~no ~~others:~~currently ~~our~~proposed ~~ability~~transactions, to ~~manage~~which ~~our expanded operations following~~ the ~~business~~Company ~~combination;~~was ~~we have no operating~~ or ~~financial~~is ~~history as~~ a ~~combined~~participant ~~company;~~and ~~we face significant competition~~ in ~~the segment in~~ which weMr. Pak ~~operate;~~had ~~our success depends, in part, on our intellectual property; we may not be able to consummate acquisitions,~~ or ~~acquisitions may be difficult to integrate, and we may not realize the expected benefits; our business~~ is ~~dependent on our ability~~ to ~~maintain~~have ~~access~~a todirect ~~our water sources; our ability to respond successfully to consumer trends related to our products; the loss~~ or ~~reduction~~indirect inmaterial ~~sales~~interest tothat ~~any~~would ~~significant~~require ~~customer;~~disclosure ~~our~~pursuant ~~packaging supplies and other costs are subject~~ to ~~price~~Item ~~increases; the affiliates of One Rock Capital Partners, LLC own~~ 404(a) ~~significant amount~~ of ~~the~~Regulation voting power of the Company, and their interests may conflict with or differ from the interests of other stockholders; legislative and executive action risks; risks associated with our substantial indebtedness; and other factors contained in the Company’s Annual Report on Form 10S-K ~~and its quarterly reports on Form 10-Q, as well as other filings with the Securities and Exchange Commission~~. ~~The Company does not undertake to update or revise any of these statements considering new information or future events, except as expressly required by applicable law.~~

Mr. Pak will receive compensation for his service as a director consistent with the Company’s Non-Employee Director Compensation Program as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2025. In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Pak, which is attached as Exhibit 10.26 to the Company’s Current Report on Form 8-K 12G3/A dated November 12, 2024.

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 the undersigned hereunto duly authorized.

Primo Brands Corporation

Date: November 10, 2025

/s/ Hih Song Kim

Date: January 16, 2026

/s/ Hih Song Kim

Hih Song Kim

Chief Legal Officer & Corporate Secretary

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