UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November ~~September 9~~6, 2025

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 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~~Trading Symbol		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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~September 9~~November 6, 2025, Primo Brands Corporation (the “Company”) ~~determined~~announced ~~that,~~financial inresults ~~connection~~for ~~with~~the athree ~~planned~~and ~~leave~~nine ofmonths ~~absence,~~ended ~~Robert~~September ~~Austin~~30, ~~would~~2025. ~~temporarily~~The ~~cease~~full totext ~~serve~~of asthe ~~Chief~~press release ~~Operating~~issued ~~Officer~~in ofconnection with the ~~Company,~~announcement ~~effective~~is ~~September 30,~~furnished ~~2025.~~as ~~During~~Exhibit ~~this time, Mr~~99. ~~Austin~~1 ~~will~~to ~~serve~~this asCurrent aReport ~~Senior~~on ~~Advisor~~Form to8-K (the ~~Company~~“Form 8-K”).

OnThe ~~September 10,~~information ~~2025,~~in ~~the~~this ~~Company’s~~Item ~~Board~~2.02 of ~~Directors~~this Form ~~designated~~8-K ~~the~~(including ~~Company’s~~Exhibit ~~Chief~~99.1) ~~Executive~~shall ~~Officer,~~not ~~Robbert~~be ~~Rietbroek,~~deemed to“filed” ~~serve~~for aspurposes ~~the~~of ~~Company’s~~Section ~~principal~~18 ~~operating~~of ~~officer during~~ the ~~interim~~Securities ~~period~~Exchange ~~until~~Act ~~Mr. Austin’s return~~of 1934, ~~during~~as ~~which~~amended ~~time~~(the ~~certain~~“Exchange ~~senior~~Act”) ~~operations~~or ~~executives~~otherwise ~~will~~subject ~~report directly~~ to ~~Mr. Rietbroek.~~the ~~Mr. Rietbroek’s~~liabilities ~~biographical~~of ~~information~~that ~~can~~section, benor ~~found~~shall init ~~the~~be ~~Company’s~~deemed ~~definitive~~incorporated by ~~proxy~~reference ~~statement~~in ~~filed~~any ~~with~~filing under the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, onas ~~March 20~~amended, ~~2025~~or the Exchange Act, ~~which~~except isas ~~incorporated~~expressly ~~herein~~set forth by specific reference in such a filing.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

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.

Exhibit No.	Description
99.1	Press Release, dated November 6, 2025.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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 6, 2025	By:	/s/ Hih Song Kim
		Hih Song Kim
		Chief Legal Officer and Corporate Secretary

Primo Brands Corporation

Date: September 12, 2025

/s/ Hih Song Kim

Hih Song Kim

Chief Legal Officer and Corporate Secretary

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