ORCP III DE TopCo GP, LLC - 08 Dec 2025 Form 4 Insider Report for Primo Brands Corp (PRMB)

Role
10%+ Owner
Signature
ORCP III DE TopCo GP, LLC, By: /s/ Tony W. Lee, Managing Member
Issuer symbol
PRMB
Transactions as of
08 Dec 2025
Transactions value $
$0
Form type
4
Filing time
10 Dec 2025, 17:15:35 UTC
Previous filing
13 May 2025

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
ORCP III DE TopCo GP, LLC 10%+ Owner C/O ONE ROCK CAPITAL PARTNERS, LLC, 45 ROCKEFELLER PLAZA, 39TH FLOOR, NEW YORK, ORCP III DE TopCo GP, LLC, By: /s/ Tony W. Lee, Managing Member 10 Dec 2025 0002042733
Triton Water Parent Holdings, LP 10%+ Owner C/O ONE ROCK CAPITAL PARTNERS, LLC, 45 ROCKEFELLER PLAZA, 39TH FLOOR, NEW YORK, Triton Water Parent Holdings, LP, By: /s/ Tony W. Lee, Authorized Person 10 Dec 2025 0002042697
Spielvogel Scott 10%+ Owner C/O ONE ROCK CAPITAL PARTNERS, LLC, 45 ROCKEFELLER PLAZA, 39TH FLOOR, NEW YORK, /s/ Scott Spielvogel 10 Dec 2025 0001400216
Triton Water Equity Holdings, LP 10%+ Owner C/O ONE ROCK CAPITAL PARTNERS, LLC, 45 ROCKEFELLER PLAZA, 39TH FLOOR, NEW YORK, Triton Water Equity Holdings, LP, By: Triton Water Equity Holdings GP, LLC, its general partner, By: /s/ Fola Adamolekun, Secretary 10 Dec 2025 0002046046
Triton Water Equity Holdings GP, LLC 10%+ Owner C/O ONE ROCK CAPITAL PARTNERS, LLC, 45 ROCKEFELLER PLAZA, 39TH FLOOR, NEW YORK, Triton Water Equity Holdings GP, LLC, By: /s/ Fola Adamolekun, Secretary 10 Dec 2025 0002046213

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRMB Forward Contract (conditional obligation to sell) Other +1 1 08 Dec 2025 Class A Common Stock See Footnote F1, F2, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Tony W. Lee is filing a separate Form 4.