Primo Brands Corp · Other acquisition · Forward Contract (conditional obligation to sell)

What does this filing report?

An SEC Form 4 filing for Primo Brands Corp records an other acquisition involving Forward Contract (conditional obligation to sell) on December 8, 2025. The reported quantity was 1. The filing date is December 10, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Derivative terms

Underlying security

Class A Common Stock

Underlying quantity

Not reported

Conversion / exercise price

Not reported

Exercise date

Not reported

Expiration date

Not reported

Filing footnotes & remarks

F1

On December 8, 2025, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC entered into an amendment to that certain margin loan agreement dated as of November 17, 2024 with JPMorgan Chase Bank, N.A., as Calculation Agent and Administrative Agent, and lenders from time to time party thereto, as amended (the "Loan Agreement") to refinance the Loan Agreement (the "Refinancing Amendment"). As part of the refinancing, on December 8, 2025, Triton Water Forward Holdings, LP ("TWFH"), a wholly-owned subsidiary of Triton Water Parent Holdings, LP entered into a pre-paid variable share forward transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation and related Supplemental Confirmation (the "Forward Contract").

F2

Pursuant to the Refinancing Amendment, among other things, 18,593,729 shares of Class A common stock of the Issuer, par value $0.01 per share ("Common Stock") were released from the collateral pledged for the Loan Agreement, and TWFH pledged such 18,593,729 shares of Common Stock (the "VPF Pledged Shares") to secure its obligations under the Forward Contract. The VPF Pledged Shares represent approximately 16% of the shares of Common Stock beneficially owned by the Reporting Owners.

F3

The Forward Contract obligates TWFH to deliver to the Bank, on one or more specified dates over a period of time ending on the maturity date of January 6, 2028 (the "Maturity Date"), at TWFH's option, either, (i) up to an aggregate number of shares of Common Stock equal to the number of shares pledged by TWFH or (ii) at TWFH's election, subject to certain conditions, an equivalent amount of cash. Under the terms of the Forward Contract, on or about the date thereof, TWFH received a prepayment in an aggregate amount of approximately $139 million from the Bank, which was applied to refinance certain outstanding obligations of Triton Water Equity Holdings, LP under the Loan Agreement.

F4

TWFH retains ownership and voting rights in the VPF Pledged Shares during the term of the Forward Contract until such VPF Pledged Shares are either (i) released and returned to TWFH, if TWFH settles the Forward Contract in cash, or (ii) the VPF Pledged Shares are delivered to the Bank if TWFH physically settles the Forward Contract or upon an exercise of remedies by the Bank in case of TWFH's default. TWFH also retains ordinary dividend rights in the VPF Pledged Shares, subject to certain payments TWFH may need to make to the Bank with respect to dividends under the terms of the Forward Contract.

F5

Under the Forward Contract, the number of shares of Common Stock, or the equivalent amount of cash, to be delivered to the Bank on one or more specified dates over a period of time ending on the Maturity Date is to be determined as follows: (a) if the per-share volume weighted average price of the Common Stock on the related valuation date (the "Settlement Price") is less than or equal to $7.50 (the "Floor Price"), TWFH will deliver to the Bank either the ratable portion of the VPF Pledged Shares to be delivered on such date or an equivalent amount of cash (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and $15.75 (the "Cap Price"), TWFH will deliver to the Bank either a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price, or an equivalent amount of cash; and (continued)

F6

(c) if the Settlement Price is greater than the Cap Price, TWFH will deliver to the Bank either a number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price, or an equivalent amount of cash.

F7

TWFH is the record holder of 18,593,729 shares of Common Stock. ORCP III DE TopCo GP, LLC is the general partner of Triton Water Parent Holdings, LP. Triton Water Parent Holdings, LP is the managing member of Triton Water Forward Holdings, GP, LLC, which is the general partner of TWFH. Mr. Spielvogel and Mr. Lee are the managing members of ORCP III DE TopCo GP, LLC and share voting and investment discretion with respect to the securities held of record by TWFH. Each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by TWFH. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.