DEF 14A of Primo Brands Corp, Mar 18, 2026

DEF 14A of Primo Brands Corp

Filed Mar 18, 2026 · FY20250001140361-26-009985

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The current term of office of the Company’s ten directors expires at the Annual Meeting. At the Annual Meeting, ten directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have ten directors on our Board and the size of our Board is set at ten directors. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the ten nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Under the Stockholders Agreement between Triton Water Parent Holdings, LP (the “Initial ORCP Stockholder”) and the Company (the “Stockholders Agreement”), the Initial ORCP Stockholder and certain of its permitted transferees (together, the “Sponsor Stockholders”) have designated Michael Cramer, Tony W. Lee, Minsok Pak, and Allison Spector for election to our Board. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors, other than Allison Spector. Mr. Metropoulos, a current director designated by the Sponsor Stockholders, is not being nominated for reelection at the Annual Meeting. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Sponsor Stockholders, as applicable, or the Board may reduce its size in the manner described in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  2. INFORMATION AS TO NOMINEES FOR DIRECTOR

    INFORMATION AS TO NOMINEES FOR DIRECTOR The nominees for election to the Board are as follows:

  3. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | Name | Age | Positions with Primo Brands | | Eric J. Foss | 67 | Executive Chairman and Chief Executive Officer | | Jerry Fowden | 69 | Lead Independent Director | | Britta Bomhard | 57 | Director | | Susan E. Cates | 55 | Director | | Michael Cramer* | 73 | Director | | Tony W. Lee* | 53 | Director | | Minsok Pak* | 56 | Director | | Billy D. Prim | 70 | Director | | Allison Spector* | 42 | Director | | Steven P. Stanbrook | 68 | Director |

  4. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | * Designated to serve by the Sponsor Stockholders |

  5. INFORMATION AS TO NOMINEES FOR DIRECTOR

    The principal occupations and business experience, for at least the past five years, of the director nominees are as follows:

  6. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | ERIC J. FOSS | Age 67 |

  7. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Eric J. Foss has served as our Executive Chairman and Chief Executive Officer since November 2025, and has served as a member of our Board since November 2024. He previously served on the board of directors of Primo Water from 2023 to November 2024 and has served as the Chairman of the board of Cineworld Group PLC, a leading cinema company since 2023. Previously, he served as the Chairman of the board of Aramark Corporation from 2015 to 2019 and as the company’s President and Chief Executive Officer from 2012 to 2019. From 2010 to 2011, Mr. Foss was the Chief Executive Officer of Pepsi Beverages Company. He is also a member of the board of directors of the Cigna Group and previously served on the boards of O-I Glass, Inc., Selina Hospitality plc, Diversey Holdings, Ltd., Aramark, Pepsi Bottling Group, Inc., and UDR, Inc. Mr. Foss is well qualified to serve on our Board because of his leadership as Chief Executive Officer of Primo Brands and his extensive route-based industry experience as an executive at global companies in the food, beverage, and service industries, along with his experience serving as a public company director.

  8. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | BRITTA BOMHARD | Age 57 |

  9. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Britta Bomhard has served as a member of our Board since November 2024. She previously served on the Board of Primo Water from November 2018 to November 2024 and as its lead independent director from May 2023 to November 2024. She is the co-founder of Encourage-Ventures, a start-up investment network, which she founded in 2021. From 2022 to 2023, Ms. Bomhard was a Fellow at the Distinguished Careers Institute at Stanford University in the area of new technologies and climate change. Prior to that role, she was with Church & Dwight Co., Inc., an S&P 500 company and maker of Arm & Hammer baking soda and other branded household, personal care, and specialty products, as the company’s Executive Vice President and Chief Marketing Officer from 2016 to 2021 and President of Europe from 2013 to 2016. Ms. Bomhard has served on the board of Agrolimen SA since 2024, a privately-owned Spanish-based international manufacturer of human and pet food, and is an advisor to Village Capital, an accelerator to impact start-ups addressing social, economic, and environmental challenges around the world. Ms. Bomhard is well qualified to serve on our Board because of her experience with Primo Water with extensive experience in strategic planning, sales, e-commerce, digital and online marketing, operational improvement, and acquisition integration.

  10. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | SUSAN E. CATES | Age 55 |

  11. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Susan E. Cates has served as a member of our Board since November 2024. She previously served on the board of directors of Primo Water from May 2020 to November 2024. Ms. Cates served on the board of former Primo Water Corporation (“Legacy Primo”) for six years prior to its acquisition by Cott Corporation (“Cott”) (which resulting combined entity was Primo Water). She is the Managing Partner of Leeds Illuminate, a growth equity fund investing in portfolio companies with digital platforms in the Education and Workforce Development sectors, which she co-founded in 2020. From 2019 to 2021, Ms. Cates served as the Chief Executive Officer of the Association of College and University Educators. Prior to that role, from 2016 to 2017, she was the Chief Operating Officer of 2U, Inc., a leading education tech company that provides digital education services to universities around the world. From 2008 to 2020, she held a variety of roles at the University of North Carolina at Chapel Hill, including her role as Founding Executive Director of MBA@UNC from 2008 until 2016. She has served as a member of the board of advisors at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill since 2016. Ms. Cates is well qualified to serve on our Board because of her experience with Primo Water and because of her extensive executive, financial, M&A, and digital innovation experience.

  12. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | MICHAEL CRAMER | Age 73 |

  13. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Michael Cramer has served as a member of our Board since November 2024. Previously, he served as a member of BlueTriton’s board of directors from March 2021 to November 2024. From 2019 to 2022, Mr. Cramer served as a director of Gores Metropoulos, Inc., and from 2021 to 2022 he served as a director of Gores Metropoulos II. From 2013 to 2023, Mr. Cramer served as Executive Vice President, Chief Administrative Officer and Assistant Secretary of Hostess and its subsidiaries. From 2010 to 2017, Mr. Cramer served as Founding Director of the Texas Program in Sports and Media at the University of Texas at Austin, where he was also appointed as a Senior Lecturer. He continues to serve as a Senior Fellow in the Moody College of Communication at the University of Texas at Austin. Mr. Cramer is well qualified to serve on our Board because of his experience with BlueTriton and because of his extensive experience in the food and beverage industry.

  14. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | JERRY FOWDEN | Age 69 |

  15. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Jerry Fowden has served as a member of our Board and as Lead Independent Director since November 2024. Mr. Fowden is the former Chairman of Primo Water, having served on Primo Water’s board of directors from 2009 to November 2024. Mr. Fowden was previously the Executive Chairman of Cott, a beverage company that acquired Legacy Primo, from 2018 to 2020. Prior to his role as Executive Chairman, Mr. Fowden served as the Chief Executive Officer of Cott from 2009 to 2018, as President of Cott’s international operating segment from 2007 to 2008, as Interim President of Cott’s North American business from 2008 to 2009, and as Interim President of Cott’s UK and European business from 2007 to 2009. Mr. Fowden is well qualified to serve on our Board because of his experience with Primo Water and because of his industry and extensive M&A and business integration experience.

  16. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | TONY W. LEE | Age 53 |

  17. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Tony W. Lee has served as a member of our Board since November 2024. He previously served as a member of BlueTriton’s board of directors from March 2021 to November 2024. Mr. Lee is a co-founder and Managing Partner of One Rock. In his role, Mr. Lee serves, and has in the past served, as a director of One Rock’s portfolio companies and affiliated entities. Prior to co-founding One Rock in 2010, Mr. Lee was a Managing Director at Ripplewood Holdings (“Ripplewood”), a private equity firm. Mr. Lee joined Ripplewood in 1997 and was responsible for Ripplewood’s efforts in the global chemicals and industrial sectors. Mr. Lee is well qualified to serve on our Board because of his extensive business, managerial, and leadership experience, as well as extensive knowledge of BlueTriton’s business.

  18. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | MINSOK PAK | Age 56 |

  19. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Minsok Pak has served as a member of our Board since January 2026. Mr. Pak 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. Mr. Pak is well qualified to serve on our Board because of his extensive global food manufacturing leadership and industry experience leading business operations, transformative M&A and digital transformation initiatives.

  20. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | BILLY D. PRIM | Age 70 |

  21. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Billy D. Prim has served as a member of our Board since November 2024. Mr. Prim founded Legacy Primo in 2004. He served as a director of Primo Water from 2020 to November 2024. From 2017 to 2020, Mr. Prim served as the Executive Chairman of Legacy Primo. Prior to founding Legacy Primo, Mr. Prim founded Blue Rhino Corporation, which he led to an initial public offering in 1998. He previously served on the board of directors of Ferrellgas Partners, L.P., Southern Community Bank and Trust, Southern Community Financial Corporation, Towne Park Ltd., and Blue Rhino Corporation. Mr. Prim is well qualified to serve on our Board because of his extensive business, managerial, and leadership experience, as well as extensive knowledge of Primo Water’s business and substantial corporate and shareholder governance expertise.

  22. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | ALLISON SPECTOR | Age 42 |

  23. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Allison Spector previously served as a member of our Board from November 2024 to May 2025. Ms. Spector has served as Managing Director, Head of Sustainability at One Rock since 2021, where she leads sustainability value creation and decarbonization efforts across the firm and its portfolio companies. Prior to her role at One Rock, she was a Director of Responsible Investing at Nuveen from 2018 to 2021. Ms. Spector is well qualified to serve on our board of directors because of her extensive business, M&A, environmental, social, governance, and leadership experience.

  24. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | STEVEN P. STANBROOK | Age 68 |

  25. INFORMATION AS TO NOMINEES FOR DIRECTOR

    Steven P. Stanbrook has served as a member of our Board since November 2024. Mr. Stanbrook served on the board of directors of Primo Water from 2018 to November 2024. Mr. Stanbrook is an Executive Advisory Partner at Wind Point Partners, a Chicago-based private equity firm, where he has served since 2016. Since 2017, he has also served as a director of Voyant Beauty LLC, a contract manufacturer of personal and beauty care products. Mr. Stanbrook serves on the board of directors of Group 1 Automotive, Inc. and previously served on the boards of Imperial Brands PLC, Hewitt Associates, Inc., and Chiquita Brands International, Inc. Mr. Stanbrook is well qualified to serve on our Board because of his extensive executive experience gained through his various roles with international consumer packaged goods businesses and extensive governance experience gained from serving on the boards of multinational companies. The Nominating and Governance Committee believes that the Board should be comprised of directors with a broad range of experience, expertise and attributes. The following table reflects the diverse skill set requirements of the Board and identifies the specific experience, expertise and attributes brought by each individual director nominee.

  26. INFORMATION AS TO NOMINEES FOR DIRECTOR

    | | Eric J. Foss | Britta Bomhard | Susan E. Cates | Michael Cramer | Jerry Fowden | Tony W. Lee | Minsok Pak | Billy D. Prim | Allison Spector | Steven P. Stanbrook | | Public Company Experience | X | X | X | X | X | X | X | X | X | X | | Corporate Governance Experience | X | X | X | X | X | X | X | X | X | X | | Operational Experience | X | X | X | X | X | X | X | X | | X | | Finance and Accounting Experience | X | X | X | X | X | X | X | X | X | X | | Sales and Marketing Experience | X | X | X | X | X | X | X | X | | X | | Risk Management Experience | X | X | X | X | X | X | X | X | X | X | | M&A and Corporate Strategy Experience | X | X | X | X | X | X | X | X | X | X | | Human Capital Experience | X | X | X | X | X | X | X | X | X | X | | Executive Experience | X | X | X | X | X | X | X | X | | X | | Cybersecurity / Data Privacy | X | X | X | X | X | X | X | X | | X | | Industry Experience | X | X | X | X | X | X | X | X | X | X |

  27. COMPENSATION COMMITTEE

    | • | reviewing and recommending to the Board the compensation of non-employee directors. |

  28. Executive Summary

    | • | Talent Development. Programs and tools for associates to advance their skills and competencies in both their short- and long-term careers. |

  29. Executive Summary

    | • | Provide fair and competitive compensation packages that are designed to retain and incentivize executives to drive company performance. |

  30. Executive Summary

    | • | Focus on variable compensation that rewards the achievement of short-term and long-term goals and emphasizes Primo Brands’ commitment to pay-for-performance. |

  31. Executive Summary

    | WHAT WE DO | | WHAT WE DO NOT DO | | | ✔ | Administer a robust risk management program, which includes our Compensation Committee’s oversight of the relationship between our compensation programs and risk, as well as the oversight of risk by the Audit Committee on behalf of the full Board pursuant to the Audit Committee Charter | ✘ | Permit employees or directors to engage in any hedging or monetization transactions, short-term, or speculative transactions, or to hold Primo Brands securities in a margin account or pledging Primo Brands securities as collateral for a loan | | ✔ | Award annual and long-term incentive compensation subject to achievement of objective and pre-established performance goals tied to corporate, operational and strategic objectives | ✘ | Permit stock option re-pricing (including cash buyouts of underwater options or stock appreciation rights) without stockholder approval | | ✔ | Provide competitive compensation that is compared to a relevant peer group, which is reviewed annually | ✘ | Provide for automatic “single trigger” vesting of awards granted by Primo Brands upon a change in control* | | ✔ | Include double trigger change in control vesting provisions for equity awards | ✘ | Provide cash compensation upon death, disability, or retirement | | ✔ | Engage an independent compensation consultant that does not provide any services to management and that had no relationship with management prior to the engagement | ✘ | Provide excise tax gross-ups upon change in control | | ✔ | Maintain a clawback policy to allow the Board to recoup any excess annual or long-term incentive compensation paid to our current and former executive officers in the event of a required financial restatement, whether or not based on misconduct, due to material non-compliance with any financial reporting requirement under the securities laws (including any “Big R” or “little r” restatement) | ✘ | Provide dividends or dividend equivalents on unearned equity compensation | | ✔ | Maintain stock ownership guidelines, pursuant to which our directors, NEOs, and other key employees (a) are directed to hold a certain amount of shares (based on a multiple of base salary or retainer and without taking into account any unexercised option or unearned performance-based vesting awards) and (b) are required to retain a specified portion of the shares received as equity compensation from Primo Brands until the requisite holding level is achieved | ✘ | Provide a guaranteed right to a discretionary bonus as a substitute for a performance-based bonus in the event that performance targets are not met | | ✔ | Provide cash bonuses and vesting for performance-based restricted share units at up to 200% of target | | | | ✔ | Provide reasonable perquisites that we believe are consistent with our overall compensation philosophy | | |

  32. Executive Summary

    | * Mr. Austin and Ms. Kim were historically granted profits interests in a parent entity of BlueTriton (“BlueTriton Profits Interests”), some of which include single trigger vesting upon an “Exit Transaction” of such parent entity, as described in “—Triton Water Parent Holdings, LP Class B Units” below. The Transaction was not an Exit Transaction under the terms of these awards and such awards remain at such parent entity level. In connection with distributions of profits during 2025, the general partner of the parent entity determined to treat outstanding unvested time-vesting BlueTriton Profits Interests as vested, which allowed such unvested units to participate currently in such distribution; however, all such unvested time-vesting BlueTriton Profits Interests remain unvested and subject to forfeiture pursuant to their terms for all other purposes. |

  33. Long-Term versus Currently-Paid Compensation

    Long-Term versus Currently-Paid Compensation Currently-paid compensation to our NEOs includes base salaries, which are paid periodically throughout the fiscal year, annual cash performance bonuses, which are based on performance targets proposed by management and previously approved by the Board for our Chief Executive Officer and by the Compensation Committee for our other NEOs, and perquisites and personal benefits, which are paid in a manner consistent with our policies in appropriate circumstances. Prior to the Transaction, our NEOs were eligible to participate in the long-term equity incentive plans established and maintained by Primo Water, BlueTriton, or their affiliates, as applicable, which included the Legacy Primo Water Corporation Equity Incentive Plan (the “Legacy Equity Plan”) and the Legacy Primo Water Corporation 2018 Equity Incentive Plan, as each may be amended from time to time (the “Legacy 2018 Equity Plan”) and which also included grants of BlueTriton Profits Interests. Awards outstanding under the Legacy Equity Plans were assumed by the Company in the Transaction, however, in light of the Transaction and in consultation with FW Cook, the compensation committee of Primo Water determined to convert outstanding awards that were subject to performance-vesting conditions based on metrics for the Legacy Primo business to awards that vest solely on continued service, based on the estimated performance achieved by Primo Water as of the Transaction, with the new awards vesting at the end of the original award’s performance period. No future awards will be granted under the Legacy Equity Plans and such plans will not be considered an element of any go-forward executive compensation. All BlueTriton Profits Interests awards held by Mr. Austin and Ms. Kim remain outstanding and, to the extent unvested, eligible to vest. As of December 31, 2025, Mr. Austin had 2,371.9 unvested BlueTriton Profits Interest awards and Ms. Kim has 83.40 unvested BlueTriton Profits Interest awards. There will be no further issuances of BlueTriton Profits Interest awards. We maintain the Primo Brands Corporation Equity Incentive Plan, (the “Primo Brands Equity Plan”) which provides the Company with the flexibility to design compensatory awards responsive to Primo Brands’ business needs and goals. Awards under the Primo Brands Equity Plan may be in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units or unrestricted shares, and other stock or cash-based awards, including the payment of performance bonuses in shares of Class A common stock (the Legacy Equity Plans, together with the Primo Brands Equity Plan, the “Equity Plans”). In December 2025, each of our then employed NEOs received an equity award for the 2026 annual grant cycle, consisting of performance-based restricted share units (“PSUs”) (66%) and time-based restricted share units (“RSUs”) (34%). The compensation structure for our NEOs is intended to balance the need of these executives for current income with the need to create long-term incentives, including the PSUs granted in December 2025, that are directly tied to achievement of our operational targets and growth in stockholder value.

  34. Compensation Components

    | Compensation Component | Compensation Objective Designed to be Achieved | | Base salary | Fixed pay that takes into account an individual’s role and responsibilities, experience, expertise, and individual performance, and compensates NEOs for services rendered during the fiscal year. | | Annual cash performance bonuses | Performance-based compensation that is paid to reward attainment of annual company and individual performance targets or specific strategic goals. | | Long-term equity incentive awards | Equity compensation that reinforces the link between incentives and long-term performance of Primo Brands (or its applicable predecessor), incentivizes our NEOs, aligns the interests of our NEOs with those of stockholders, and encourages executive retention. | | Retirement benefits | Retirement benefits that provide the opportunity for financial security in retirement consistent with programs for our broad-based employee population, including appropriate matching contributions. | | Perquisites and benefits | Perquisites and benefits that effectively facilitate job performance. | | Health and welfare benefits | Attract and retain key talent by providing a competitive benefits package. | | Severance and other benefits potentially payable upon termination of employment or change in control | Create clarity around termination or change of control events and provide for retention of executives. |

  35. Compensation Components

    Cash Bonuses Annual Performance Bonuses Depending on our financial and operating performance, the Compensation Committee may approve performance-based bonuses. Eligibility for go-forward performance bonuses is set forth in a NEO’s employment offer letter, and “target” bonus opportunities (other than for our Chief Executive Officer) are established by the Compensation Committee and are based on market competitiveness, the expected impact of the executive’s role within Primo Brands, and the executive’s expected long-term contributions. The annual performance goals (other than for our Chief Executive Officer) are reviewed and approved by the Compensation Committee. The Compensation Committee believes that this annual incentive arrangement provides executives with clear, quantified targets, intended to focus them on meeting strategic goals, while also aligning management’s interests with those of our long-term stockholders in the sustained growth of stockholder value. For our Chief Executive Officer, the Compensation Committee will recommend to the Board such “target” bonus opportunities, which are based on market competitiveness, our Chief Executive Officer’s expected impact in his role within Primo Brands, and our Chief Executive Officer’s expected long-term contributions. Such annual performance goals will be reviewed and approved by the Board. Such “target” bonus opportunities for Mmes. Kim and Poe and Messrs. Hass, Ausher and Rietbroek were adjusted for fiscal year 2025 to account for the larger financial size of the Company following the Transaction. Performance bonuses payable in respect of fiscal year 2025 were calculated using a formula that included: (a) the NEO’s salary, (b) the NEO’s target bonus, (c) “Company Performance” and (d) “Individual Performance.” The Company Performance metric was consistent for all participants and based on performance against pre-established annual goals, where an “on target” assessment of such Company Performance yields a 100% multiplier. Individual Performance reflected the participant’s contributions relative to individual performance expectations for the performance period, where an “on target” assessment of such Individual Performance yields a 100% multiplier. The following chart sets forth the “target” bonus opportunities for 2025 and 2024 for each NEO.

  36. Compensation Components

    | Name | 2025 Target Bonus Opportunity | 2024 Target Bonus Opportunity | % Increase | | Eric Foss | — | — | — | | David Hass | $562,500 | $412,500 | 36.4% | | Robert Austin | $1,200,000 | $1,200,000 | — | | Hih Song Kim | $468,000 | $205,500 | 127.7% | | Jason Ausher | $258,000 | $207,625 | 24.3% | | Robbert Rietbroek | $1,650,000 | $900,000 | 83.3% | | Marni Morgan Poe | $468,000 | $386,250 | 21.2% |

  37. 2025 Performance Bonus Program

    2025 Performance Bonus Program

  38. Financial goals applicable to NEOs ($ in millions)

    | | Corporate Pool (enterprise level) | | | | | Bonus- Adjusted EBITDA 60% | Bonus- Adjusted Operating Free Cash Flow 20% | Bonus- Adjusted Revenue 20% | | “Threshold” | $1,344.0 | $646.0 | $6,726.0 | | “Target” | $1,615.5 | $777.2 | $7,150.0 | | “Outperform” | $1,880.9* | $904.4* | $8,474.8 | | Actual | $1,334.9 | $645.6 | $6,654.7 |

  39. Financial goals applicable to NEOs ($ in millions)

    As illustrated in the above chart, the Primo Brands performance bonuses for 2025 were eligible to be paid at “threshold,” “target” and “outperform” levels based on the applicable level of performance achieved. If actual results are below the “Threshold” level for a metric, such metric would not fund the bonus pool. If actual results are between the “Threshold” and “Target” levels for a metric, results are interpolated on a straight-line basis between these levels to arrive at a payout percentage for such metric. If actual results are equal to or greater than the “Target Level” for a metric, then (a) with respect to Bonus-Adjusted revenue, results are interpolated on a straight line basis between the “Target” and “Outperform” levels to arrive at a payout percentage for such metric, (b) with respect to Bonus-Adjusted EBITDA, the payout percentage remains at 100% until 60% of targeted 2025 Transaction-related synergies are achieved ($151 million), and thereafter results are interpolated on a straight line basis between the “Target” and “Outperform” levels to arrive at a payout percentage for such metric, and (c) with respect to Bonus-Adjusted operating free cash flow, the payout percentage remains at 100% until 60% of the after-tax portion of targeted 2025 Transaction-related synergies are achieved ($112 million), and thereafter results are interpolated on a straight line basis between the “Target” and “Outperform” levels to arrive at a payout percentage for such metric. Once a payout percentage is determined for each metric, the relative weighting for the metric is applied and the results are aggregated, resulting in a bonus payout percentage. Corporate sustainability objectives are then considered, with the bonus payout percentage adjusting downward by up to 10% if corporate sustainability objectives relating to water stewardship (weighted 5%) and circular packaging (weighted 5%) are not achieved. For 2025, the Company Performance metric could earn a performance bonus of up to a maximum level of 200% of the target bonus amount. As illustrated in the above chart, the “Threshold” levels related to the financial goals were not achieved in 2025, and as a result, no annual performance bonuses were paid to our NEOs for 2025. For bonus purposes, “Bonus-Adjusted EBITDA” is GAAP earnings before interest, taxes, depreciation, and amortization, (ii) “Bonus-Adjusted operating free cash flow” is GAAP net cash provided by operating activities, less capital expenditures, (iii) “Bonus-Adjusted revenue” is GAAP revenue, each as adjusted to exclude the impact of discontinued operations, foreign exchange rates, tuck-in and disposition transactions not included in the target, acquisition, integration and restructuring charges, share-based compensation, loss on disposal of property, plant and equipment and other transactions identified as unusual or not ordinary in nature, and as a result, they may not correspond to the reported measures used in Primo Brands’ other disclosures or filings. The Compensation Committee (or the Board, as applicable) may approve adjustments to reflect events in the prior period (including the Transaction) and/or the results achieved during the applicable performance period to account for items not indicative of underlying performance. Individual adjustments may have positive or negative impact, and aggregate adjustments may increase or decrease incentive payouts. Discretionary Bonuses On January 17, 2025, Mr. Ausher was paid a one-time discretionary cash bonus in an amount equal to $50,000 in respect of his services in connection with the sale of our international business. On September 12, 2025, we also awarded Mr. Ausher with a one-time retention bonus in an amount equal to $50,000. On March 14, 2025, we awarded Ms. Kim with a one-time discretionary cash bonus in an amount equal to $50,000 in respect of her services in connection with the Transaction. Long-Term Incentive Plans In 2025, our senior-level employees, including our NEOs, were eligible to participate in Primo Brands Equity Plan, which provides the Company with the flexibility to design compensatory awards responsive to Primo Brands’ business needs and goals. Annual Equity Awards As stated in “—Long Term versus Currently-Paid Compensation” above, in December 2025, each of our then employed NEOs received an annual equity award for the 2026 annual grant cycle in respect of fiscal year 2025 services, consisting of PSUs (66%) and RSUs (34%), as shown in the table below.

  40. Financial goals applicable to NEOs ($ in millions)

    | Name | Number of RSUs | Number of PSUs at target) | Target Grant Value of Annual RSUs (1) | Target Grant Value of Annual PSUs (1) | Aggregate Target Grant Value of all Annual Awards | | Eric Foss | 129,770 | 251,908 | $2,040,000 | $3,960,000 | $6,000,000 | | David Hass | 34,605 | 67,175 | $544,000 | $1,056,000 | $1,600,000 | | Robert Austin | 18,384 | 35,687 | $289,000 | $561,000 | $850,000 | | Hih Song Kim | 23,791 | 46,183 | $374,000 | $726,000 | $1,100,000 | | Jason Ausher | 6,164 | 11,965 | $96,900 | $188,100 | $285,000 | | Robbert Rietbroek | — | — | — | — | — | | Marni Morgan Poe | — | — | — | — | — |

  41. Financial goals applicable to NEOs ($ in millions)

    | (1) The number of RSUs and PSUs was determined by reference to the closing price on the date of grant. |

  42. Financial goals applicable to NEOs ($ in millions)

    All of the RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon TSR relative to a Performance Peer Group (as defined below) over a three-year period beginning on the first day of Primo Brands’ 2026 fiscal year and ending on the last day of Primo Brands’ 2028 fiscal year. The Compensation Committee selected a three-year performance period based upon input received from FW Cook regarding competitive market practice, as well as the Compensation Committee’s belief that a three-year measurement period reinforces the link between incentives and long-term Primo Brands performance. We believe that these equity awards incentivize our NEOs, align their interests with those of our stockholders and encourage executive retention. The Compensation Committee with input from FW Cook, determined that the Performance Peer Group was appropriate for purposes of the PSU grants based on similar criteria utilized to select the peer group for setting 2025 target compensation. The “Performance Peer Group” includes the following companies: PepsiCo, Inc., The Coca-Cola Company, Mondelez International, Inc., The Kraft Heinz Company, General Mills, Inc., Pilgrim’s Pride Corporation, Keurig Dr Pepper Inc., The Hershey Company, Conagra Brands, Inc., Molson Coors Beverage Company, The Campbell’s Company, Waste Connections, Inc., The J. M. Smucker Company, Post Holdings, Inc., XPO, Inc., Monster Beverage Corporation, Coca-Cola Consolidated, Inc., McCormick & Company, Incorporated, Lamb Weston Holdings, Inc., Clean Harbors, Inc., Flowers Foods, Inc., Celsius Holdings, Inc. and The Boston Beer Company, Inc. The Performance Peer Group uses a similar selection criteria as the compensation group for executive compensation comparisons, except that it includes more companies by relaxing the size criteria and focusing on the inclusion of higher-performing companies characterized by higher EBITDA margins. Inducement Awards In addition to Mr. Foss’s annual equity grant in accordance with Primo Brands’ annual equity grant process in December 2025 (as described above), to facilitate Mr. Foss’ hiring, Mr. Foss received a one-time inducement equity award, pursuant to which the number of RSUs and PSUs was determined by dividing $6,000,000 by the closing price on the date of grant. In particular, Mr. Foss was granted 207,468 RSUs and 207,468 PSUs (assuming target performance). The RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon TSR relative to a Performance Peer Group over a three-year period beginning on the first day of Primo Brands’ 2026 fiscal year and ending on the last day of Primo Brands’ 2028 fiscal year. Retirement Benefits Our NEOs are eligible to participate in the applicable Legacy Primo Water Corporation 401(k) Plan or BlueTriton Brands, Inc. 401(k) Savings Plan. Employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the Internal Revenue Service. In 2025, Legacy Primo executives, including Messrs. Hass, Ausher and Rietbroek and Ms. Poe, received employer matching contributions to their 401(k) accounts under the Primo Water Corporation 401(k) Plan (Messrs. Hass, Ausher and Rietbroek: $10,500 each; Ms. Poe: $9,115), while BlueTriton executives, including Mr. Austin and Ms. Kim, both received employer matching contributions of $14,000, respectively, to their 401(k) accounts under the BlueTriton Brands, Inc. 401(k) Savings Plan. Perquisites and Other Personal Benefits We provide our NEOs with limited perquisites and other personal benefits that are not otherwise available to all of our employees, including a car allowance and a cell phone allowance. We also provide Mr. Foss with an annual executive physical in an amount not to exceed $10,000 per year and the ability to bring guests on business travel on private aircraft so long as Mr. Foss reimburses the Company for up to the cost of a first class ticket. The Compensation Committee intends to periodically review the levels of perquisites and other personal benefits provided to NEOs to ensure that they are appropriately limited and effectively facilitate job performance. Perquisites and personal benefits are taken into account as part of the total compensation to executive officers. Perquisites and other personal benefits for our NEOs are set forth in the Summary Compensation Table, under the heading “All Other Compensation” and related footnotes on page 40 of this proxy statement. Nonqualified Deferred Compensation Plans We maintain the legacy BlueTriton Brands Non-Qualified Deferred Compensation Plan (the “BlueTriton NQDC Plan”), in which Ms. Kim is the sole NEO who is a participant, and the Primo Water Deferred Compensation Plan (the “Primo Water NQDC Plan”), in which Ms. Poe is the sole NEO who is a participant. The BlueTriton NQDC Plan and the Primo Water NQDC Plan offer participants the opportunity to enhance their long-term savings on a tax-deferred basis. For a summary of the material elements of the BlueTriton NQDC Plan and the Primo Water NQDC Plan, please see the Nonqualified Deferred Compensation section starting on page 50 of this proxy statement. Health and Welfare Benefits All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:

  43. Financial goals applicable to NEOs ($ in millions)

    | • | short-term and long-term disability insurance; and |

  44. Severance and Other Benefits Payable Upon Termination of Employment or Change in Control

    Severance and Other Benefits Payable Upon Termination of Employment or Change in Control We currently maintain the Primo Brands Corporation Severance and Non-Competition Plan (the “Severance Plan”) in which each of our NEOs participate. We believe that providing severance benefits in the event of an involuntary termination of employment is appropriate to provide a competitive compensation package and to attract and retain our NEOs. Mr. Rietbroek and Ms. Poe each received compensation and benefits under the Severance Plan during fiscal year 2025 in connection with their terminations of employment. For more detail on such NEOs’ terminations, please see “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table—Named Executive Officer Offer Letters” beginning on page 43 of this proxy statement. For more detail, please see “Potential Payments Upon Termination or Change of Control—Severance Plan” beginning on page 54 of this proxy statement. Treatment of Equity Awards Upon Termination or Change of Control The Legacy Equity Plans and the Primo Brands Equity Plan contain “double trigger” provisions in connection with a change of control of Primo Water or Primo Brands, as applicable, thus protecting participants in the event of certain qualifying terminations of employment. These terms provide for the acceleration of equity awards in limited circumstances, namely, when the awards (1) are not continued, assumed, or replaced by the surviving or successor entity or (2) are so assumed, but where a NEO or employee is involuntarily terminated for reasons other than Cause, or, under the Legacy Equity Plans, terminates his or her employment for Good Reason (as such capitalized terms are defined in the respective Equity Plan, as applicable), within two years after the change of control or, for purposes of the Legacy Equity Plans, within two years after the closing of the Transaction. Additionally, our Equity Plans provide other potential benefits, absent a change in control, when a NEO or other employee is terminated without Cause, resigns with Good Reason or retires. In the case of a termination without Cause or resignation with Good Reason for awards granted under the Legacy Equity Plans, the Legacy Equity Plans provide for partial vesting for restricted shares and restricted share units based on the length of employment relative to the vesting period and accelerated vesting of options, generally on the employment termination date, while the Primo Brands Equity Plan provides for partial vesting for performance-based awards, restricted shares and restricted share units based on the number of full days employed relative to the performance or vesting period over the number of full days from the beginning of the performance or vesting period to the end of such performance or vesting period. In the case of retirement (defined in the Legacy Equity Plans as having attained age 60 and completed ten continuous years of service with Primo Water or, for purposes of the Primo Brands Equity Plan, Primo Brands and its subsidiaries), the Equity Plans provide for continued vesting of such awards. A more detailed discussion of potential payments and benefits in connection with a termination or change of control is set forth under “Potential Payments Upon Termination or Change of Control” beginning on page 51 of this proxy statement.

  45. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity Awards It is the Compensation Committee’s practice to approve ordinary course annual equity grants at its regularly-scheduled meeting held in December of each year. At this meeting, the Compensation Committee will approve each NEO’s annual equity award. At this time, we do not currently anticipate granting stock options to any of our NEOs. The Company does not schedule its equity grants in anticipation of the release of material, non-public information, nor does the Company time the release of Material Non-Public Information based on equity grant dates.

  46. Accounting Considerations

    Accounting Considerations We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

  47. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  48. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Eric Foss Executive Chairman and Chief Executive Officer(1) | 2025 | 161,538 | — | 14,418,944 | — | — | 327,609(6) | 14,908,091 | | David Hass Chief Financial Officer | 2025 | 621,538 | — | 1,929,139 | — | — | 26,025(7) | 2,576,702 | | | 2024 | 532,500 | 300,000 | 5,649,507 | — | 608,850 | 26,375 | 7,117,232 | | Robert Austin Chief Operating Officer | 2025 | 846,113 | — | 1,024,862 | — | — | 475,105(8) | 2,346,080 | | | 2024 | 720,823 | 818,000 | 1,403,778 | 1,543,189 | 1,920,606 | 67,492 | 6,473,889 | | Hih Song Kim Chief Legal Officer & Corporate Secretary | 2025 | 580,346 | 50,000(2) | 1,326,288 | — | — | 408,237(9) | 2,364,871 | | | 2024 | 406,745 | — | 1,816,645 | — | 453,211 | 88,592 | 2,765,192 | | Jason Ausher Chief Accounting Officer | 2025 | 429,319 | 100,000(3) | 343,616 | — | — | 12,655(10) | 885,590 | | Robbert Rietbroek Former Chief Executive Officer | 2025 | 1,047,885 | — | — | — | — | 5,542,277(11) | 6,590,162 | | | 2024 | 721,154 | 882,500 | 22,813,887 | — | 1,328,400 | 245,043 | 25,990,984 | | Marni Morgan Poe Former General Counsel & Corporate Secretary | 2025 | 445,973 | — | 1,111,518 | — | — | 1,385,077(12) | 2,942,568 | | | 2024 | 510,962 | 300,000 | 4,837,850 | — | 570,105 | 25,875 | 6,244,792 |

  49. SUMMARY COMPENSATION TABLE

    Notes:

  50. SUMMARY COMPENSATION TABLE

    | (1) Mr. Foss commenced employment with us on November 5, 2025. |

  51. SUMMARY COMPENSATION TABLE

    | (2) Amount represents a one-time discretionary cash bonus paid to Ms. Kim in respect of her services in connection with the Transaction. |

  52. SUMMARY COMPENSATION TABLE

    | (3) Amount represents a one-time discretionary cash bonus paid to Mr. Ausher in respect of his services in connection with the sale of our international business ($50,000) and a one-time retention bonus paid to Mr. Ausher ($50,000). |

  53. SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect the grant date fair value of time- and performance-based restricted share units granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. Mr. Foss received a one-time inducement equity award with a grant date fair value of $7,184,617. Such equity award was in addition to Mr. Foss’s annual equity grant in accordance with Primo Brands’ annual equity grant process in December 2025, which had a grant date fair value of $7,234,327.36. Mr. Foss’ one-time inducement equity award was amended to align such equity award with the vesting terms provided in the PSUs granted in connection the annual grant cycle, which included basing the PSUs vesting upon TSR relative to the Performance Peer Group. Such amendment did not result in an incremental fair value expense. Amounts reported for Ms. Poe reflect the incremental fair value associated with the Company’s determination in connection with Ms. Poe’s termination of employment to allow Ms. Poe to continue to vest in the award granted to her in December 2024 as if she had remained employed through the applicable vesting date, computed as of the modification date in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 15 to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026. |

  54. SUMMARY COMPENSATION TABLE

    | (5) As stated in “—Cash Bonuses” above, no annual performance bonuses were paid for 2025. |

  55. SUMMARY COMPENSATION TABLE

    | (6) Amount represents fees earned or paid in cash to Mr. Foss in respect of his services as director in 2025 prior to commencing his service as Chief Executive Officer ($152,609) and the stock awards (based on the grant date fair value of shares of Class A common stock) granted to Mr. Foss in respect of his services as a director in 2025 prior to commencing his services as Chief Executive Officer ($175,000). Assumptions used in the calculation of this amount with respect to stock awards are included in Note 15 to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026. |

  56. SUMMARY COMPENSATION TABLE

    | (7) Amount represents a car allowance ($13,500), phone allowance ($2,025), and employer matching contributions to Mr. Hass’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,500). |

  57. SUMMARY COMPENSATION TABLE

    | (8) Amount represents a car allowance ($17,500), employer matching contributions to Mr. Austin’s 401(k) account under the BlueTriton Brands, Inc. 401(k) Savings Plan ($14,000), and the discretionary distribution from TWP Holdings to unvested time-vesting BlueTriton Profits Interests ($443,605). |

  58. SUMMARY COMPENSATION TABLE

    | (9) Amount represents a phone allowance ($1,559), employer matching contributions to Ms. Kim’s 401(k) account under the BlueTriton Brands, Inc. 401(k) Savings Plan ($14,000) and the discretionary distribution from TWP Holdings to unvested time-vesting BlueTriton Profits Interests ($392,678). |

  59. SUMMARY COMPENSATION TABLE

    | (10) Amount represents a phone allowance ($1,905), employer matching contributions to Mr. Ausher’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,500) and wellness benefit ($250). |

  60. SUMMARY COMPENSATION TABLE

    | (11) Amount represents severance payable under the Severance Plan ($5,500,000), outplacement assistance under the Severance Plan ($15,000), health insurance premiums paid under the Severance Plan ($2,438), a car allowance ($14,339), and employer matching contributions to Mr. Rietbroek’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,500) |

  61. SUMMARY COMPENSATION TABLE

    | (12) Amount represents severance payable under the Severance Plan ($1,316,250), outplacement assistance under the Severance Plan ($15,000) and health insurance premiums paid under the Severance Plan ($32,579), a car allowance ($9,346), phone allowance ($1,402), and employer matching contributions to Ms. Poe’s 401(k) account under the Primo Water Corporation 401(k) Plan ($10,500). |

  62. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 The following table sets forth information with respect to performance-based restricted share units and time-based restricted share units granted under our Equity Plans during the year ended December 31, 2025 to each of our NEOs. The following table also sets forth the range of possible cash payouts to each of our NEOs under our annual performance bonus plan for achievement of specified levels of performance in fiscal 2025.

  63. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | Name | Grant / Modification Date | Date of Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Eric Foss | | | | | | | | | | | | | | | 5/1/2025 | — | | | | | | | 5,317 | | | 175,000(5) | | | 11/7/2025 | 11/5/2025 | | | | 82,987 | 207,468 | 414,936 | | | | 4,184,630(6) | | | 11/7/2025 | 11/5/2025 | | | | | | | 207,468 | | | 2,999,987(7) | | | 12/10/2025 | 12/10/2025 | | | | 100,763 | 251,908 | 503,816 | | | | 5,194,343 | | | 12/10/2025 | 12/10/2025 | | | | | | | 129,770 | | | 2,039,984 | | David Hass | | | 421,875 | 562,500 | 1,125,000 | | | | | | | | | | 12/10/2025 | 12/9/2025 | | | | 26,870 | 67,175 | 134,350 | | | | 1,385,149 | | | 12/10/2025 | 12/9/2025 | | | | | | | 34,605 | | | 543,991 | | Robert Austin | | | 900,000 | 1,200,000 | 2,400,000 | | | | | | | | | | 12/10/2025 | 12/9/2025 | | | | 14,274 | 35,687 | 71,374 | | | | 735,866 | | | 12/10/2025 | 12/9/2025 | | | | | | | 18,384 | | | 288,996 | | Hih Song Kim | | | 351,000 | 468,000 | 936,000 | | | | | | | | | | 12/10/2025 | 12/9/2025 | | | | 18,473 | 46,183 | 92,366 | | | | 952,293 | | | 12/10/2025 | 12/9/2025 | | | | | | | 23,791 | | | 373,995 | | Jason Ausher | | | 193,500 | 258,000 | 516,000 | | | | | | | | | | 12/10/2025 | 12/9/2025 | | | | 4,786 | 11,965 | 23,930 | | | | 246,718 | | | 12/10/2025 | 12/9/2025 | | | | | | | 6,164 | | | 96,898 | | Robbert Rietbroek | | | 1,237,500 | 1,650,000 | 3,300,000 | | | | | | | | | Marni Morgan Poe | | | 351,000 | 468,000 | 936,000 | | | | | | | | | | 8/6/2025 | 8/6/2025 | | | | | | | | | | 1,111,518(8) |

  64. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    Notes:

  65. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (1) The amounts in these columns show the range of possible cash payouts under our annual performance bonus plan for achievement of specified levels of performance in fiscal year 2025. Amounts reported in these columns are calculated solely based on Bonus-Adjusted EBITDA, Bonus-Adjusted operating free cash flow, and Bonus-Adjusted revenue targets. For additional information related to the annual cash incentive awards including performance goals, measures and weighting, see the “Compensation Discussion and Analysis” section of this proxy statement. Mr. Foss was not entitled to receive a bonus in respect of fiscal year 2025. |

  66. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (2) The amounts in these columns represent performance-based restricted share unit awards, with the number of units determined using the closing price of Primo Brands common shares on the grant date. The performance-based restricted share unit awards vest based upon the achievement of relative TSR over a three-year period beginning on the first day of Primo Brands’ 2026 fiscal year and ending on the last day of Primo Brands’ 2028 fiscal year. The amounts included in the “Threshold” column reflect the total number of shares that would be issued at the end of the three-year performance period if 50% of the “target” relative TSR is achieved. The amounts included in the “Target” column reflect the total number of shares that would be issued at the end of the three-year performance period if 100% of the “target” relative TSR is achieved. The amounts included in the “Maximum” column reflect the total number of shares that would be issued at the end of the three-year performance period if the ‘outperform’ measure of relative TSR is achieved. |

  67. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (3) The amounts in this column represent grants of time-based restricted share units, with the number of units determined using the closing price of Primo Brands common shares on the grant date. Time-based restricted share units granted in 2025 vest in three equal installments on the first, second and third anniversaries of the grant date. |

  68. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (4) Unless otherwise noted, the “Grant Date Fair Value of Stock and Option Awards” column shows the full grant date fair values of the performance and time-based restricted share units granted in fiscal 2025 as a part of the 2026 grant cycle. The grant date fair values of the awards are determined under ASC 718 and represent the amounts we would expense in our financial statements over the vesting schedule for the awards. In accordance with SEC rules, the amounts in this column reflect the actual ASC 718 accounting cost without reduction for estimates of forfeitures related to service based vesting conditions. The amounts reflect our accounting for these grants and do not correspond to the actual values that may be realized by the NEOs. |

  69. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (5) Amount represents the Class A common stock granted to Mr. Foss in respect of his services as a director in 2025 prior to commencing his services as Chief Executive Officer. |

  70. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (6) This amount represents performance-based restricted share units granted on November 7, 2025, pursuant to an inducement award, which vests based upon the achievement of relative TSR over a three-year period beginning on the first day of Primo Brands’ 2026 fiscal year and ending on the last day of Primo Brands’ 2028 fiscal year. The amounts included in the “Threshold” column reflect the total number of shares that would |

  71. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    be issued at the end of the three-year performance period if 50% of the “target” relative TSR is achieved. The amounts included in the “Target” column reflect the total number of shares that would be issued at the end of the three-year performance period if 100% of the “target” relative TSR is achieved. The amounts included in the “Maximum” column reflect the total number of shares that would be issued at the end of the three-year performance period if the ‘outperform’ measure of relative TSR is achieved.

  72. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (7) This amount represents time-based restricted share units granted on November 7, 2025, pursuant to an inducement award, which vests in three equal installments on the first, second and third anniversaries of the grant date. |

  73. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | (8) Represents the incremental fair value of Ms. Poe’s awards due to modifications as a result of the Company’s determination in connection with Ms. Poe’s termination of employment to allow her to continue to vest in the award granted to her in December 2024 as if she had remained employed through the applicable vesting date, computed as of the modification date in accordance with ASC Topic 718. |

  74. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE

  75. Director Compensation for Mr. Foss

    Director Compensation for Mr. Foss Prior to Mr. Foss’s commencement of employment as Chief Executive Officer, Mr. Foss served as a non-employee director of the Company in fiscal 2025 and was entitled to compensation pursuant to the Primo Brands Corporation Non-Employee Director Compensation Policy. In fiscal year 2025, Mr. Foss received cash compensation in the amount of $152,609 and an award of Class A common stock with a grant date fair value equal to $175,000. The grants in 2025 to Mr. Foss as a non-employee director under our Primo Brands Equity Plan are set forth in the “Grants of Plan-Based Awards in Fiscal 2025” Table above.

  76. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table sets forth information with respect to equity awards outstanding at December 31, 2025 for each of our NEOs.

  77. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexcused Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Eric Foss | — | — | | — | — | | | 82,987(2) | 1,356,837 | | | | | | | | 207,468(3) | 3,392,102 | | | | | | | | | | | | 100,763(4) | 1,647,475 | | | | | | | | 129,770(5) | 2,121,740 | | | | David Hass | 14,822 | — | | 9.76 | 5/4/2030 | | | | | | | 7,878 | — | | 15.84 | 12/9/2030 | | | | | | | | | | | | | | 26,870(4) | 439,325 | | | | | | | | 34,605(5) | 565,792 | | | | | | | | | | | | 17,447(6) | 285,258 | | | | | | | | 14,980(7) | 244,923 | | | | | | | | | | 50,933(8) | 832,755 | | | | | | | | | | 50,932(8) | 832,738 | | | | | | | | | | 9,342(9) | 152,742 | | | | | | | | | | 48,224(10) | 788,462 | | | | | | | | | | 6,289(11) | 102,825 | | | | | | | | | | 13,434(12) | 219,646 | | | | Robert Austin | — | — | | — | — | | | 14,274(4) | 233,380 | | | | | | | | 18,384(5) | 300,578 | | | | | | | | | | | | 9,268(6) | 151,532 | | | | | | | | 7,958(7) | 130,113 | | | | | 104.10 | 20.90 (13) | | N/A | N/A | | | | | | | 33.30 | 16.70 (14) | | N/A | N/A | | | | | | | 45 | 22.50 (15) | | N/A | N/A | | | | | | | 61.70 | 61.80(16) | | N/A | N/A | | | | | | | 750 | 2,250 (17) | | N/A | N/A | | | | | | Hih Song Kim | — | — | | — | — | | | 18,473(4) | 302,034 | | | | | | | | 23,791(5) | 388,983 | | | | | | | | | | | | 11,994(6) | 196,102 | | | | | | | | 10,299(7) | 168,389 | | | | | 416.60 | 83.40(18) | | N/A | N/A | | | | | | Jason Ausher | 10,503 | — | | 17.50 | 12/7/2027 | — | — | — | — | | | 12,593 | — | | 14.68 | 12/11/2028 | | | | | | | 14,846 | — | | 13.67 | 12/11/2029 | | | | | | | 10,635 | — | | 15.84 | 12/9/2030 | | | | | | | | | | | | | | 4,786(4) | 78,251 | | | | | | | | 6,164(5) | 100,781 | | | | | | | | | | | | 3,884(6) | 63,503 | | | | | | | | 2,668(7) | 43,622 | | | | | | | | | | 8,401(8) | 137,356 | | | | | | | | | | 8,400(8) | 137,340 | | | | | | | | | | 1,541(9) | 25,195 | | | | | | | | | | 13,434(12) | 219,646 | | | | Robbert Rietbroek | — | — | — | — | — | — | — | — | — |

  78. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexcused Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Marni Morgan Poe | 73,844 | — | | 11.22 | 2/19/2026 | | | | | | | 57,947 | — | | 16.99 | 8/11/2026 | | | | | | | 62,013 | — | | 10.40 | 12/6/2026 | | | | | | | 52,515 | — | | 17.50 | 12/7/2027 | | | | | | | 65,298 | — | | 14.68 | 8/29/2028 | | | | | | | 76,979 | — | | 13.67 | 8/29/2028 | | | | | | | 55,147 | — | | 15.84 | 8/29/2028 | | | | | | | | | | | | | | 29,987(19) | 490,287 | | | | | | | | 10,299(20) | 168,389 | | |

  79. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (1) The market value shown has been calculated based on the closing price of our common shares on the NYSE as of December 31, 2025 ($16.35), the last business day of our 2025 fiscal year. |

  80. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (2) This amount represents performance-based restricted share units granted on November 7, 2025 at threshold level performance, pursuant to an inducement award. The performance-based restricted share unit awards vest based upon the achievement of relative TSR over a three-year period beginning on the first day of Primo Brands’ 2026 fiscal year and ending on the last day of Primo Brands’ 2028 fiscal year, subject to continued employment through the applicable vesting date. The payout percentage of the performance-based restricted share units and the related unrecognized compensation cost is subject to change based on the level of relative TSR that is achieved during such period. |

  81. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (3) This amount represents time-based restricted share units granted on November 7, 2025, pursuant to an inducement award, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  82. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (4) This amount represents performance-based restricted share units granted on December 10, 2025 at threshold level performance. The performance-based restricted share unit awards vest based upon the achievement of relative TSR over a three-year period beginning on the first day of Primo Brands’ 2026 fiscal year and ending on the last day of Primo Brands’ 2028 fiscal year, subject to continued employment through the applicable vesting date. The payout percentage of the performance-based restricted share units and the related unrecognized compensation cost is subject to change based on the level of relative TSR that is achieved during such period. |

  83. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (5) This amount represents time-based restricted share units granted on December 10, 2025, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  84. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (6) This amount represents performance-based restricted share units granted on December 11, 2024 at threshold level performance. The performance-based restricted share unit awards vest based upon the achievement of relative TSR over a three-year period beginning on the first day of Primo Brands’ 2025 fiscal year and ending on the last day of Primo Brands’ 2027 fiscal year, subject to continued employment through the applicable vesting date. The payout percentage of the performance-based restricted share units and the related unrecognized compensation cost is subject to change based on the level of relative TSR that is achieved during such period. |

  85. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (7) This amount represents time-based restricted share units granted on December 11, 2024, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  86. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (8) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on December 8, 2023, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  87. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (9) This amount represents time-based restricted share units granted on December 8, 2023, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  88. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (10) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on January 23, 2023, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  89. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (11) This amount represents time-based restricted share units granted on January 23, 2023, which vest in equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  90. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (12) This amount represents time-based restricted share units originally granted as a performance-based restricted share unit award on December 7, 2022, which were converted to time-based restricted share units in connection with the closing of the Transaction and vest at the end of the original three-year performance period, subject to continued employment through the vesting date. |

  91. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (13) This amount represents unvested Class B units subject to time-based vesting that will vest on April 1, 2026, with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting date. |

  92. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (14) This amount represents unvested Class B Units subject to time-based vesting that will vest in equal installments on October 9, 2026 and October 9, 2027 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. |

  93. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (15) This amount represents unvested Class B Units subject to time-based vesting that will vest in equal installments on October 31, 2026 and October 31, 2027, with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. |

  94. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (16) This amount represents unvested Class B Units subject to time-based vesting that will vest in equal installments on May 1, 2026, May 1, 2027 and May 1, 2028, with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. |

  95. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (17) This amount represents unvested Class B Units subject to time-based vesting that will vest in equal installments on each of June 17, 2026, June 17, 2027 and June 17, 2028, with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Austin’s continued service with the Company through the applicable vesting dates. |

  96. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (18) This amount represents unvested Class B units subject to time-based vesting that will vest on July 19, 2026 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Ms. Kim’s continued service with the Company through the applicable vesting date. |

  97. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (19) The Company determined to provide continued eligibility to vest for the performance-based restricted share units granted to Ms. Poe in December 2024 under the Primo Brands Equity Plan in connection with the termination of her employment. |

  98. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (20) The Company determined, in connection with Ms. Poe’s termination of employment, to allow her to continue to vest in the award granted to her in December 2024 as if she had remained employed through the applicable vesting dates. |

  99. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 The following table sets forth information with respect to option exercises and stock awards vesting during 2025 for each of our NEOs.

  100. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Eric Foss | — | — | — | — | | David Hass | — | — | 24,873 | 496,896 | | Robert Austin | — | — | 3,979 | 63,982 | | Hih Song Kim | — | — | 5,149 | 82,796 | | Jason Ausher | — | — | 4,627 | 72,393 | | Robbert Rietbroek | — | — | 591,682(4) | 14,533,750(5) | | Marni Morgan Poe | 37,064 | 919,928 | 158,966(6) | 3,945,141(7) |

  101. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    Notes:

  102. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (1) Represents the difference between market value per common stock of the common stock acquired on exercised, as determined based on the closing price of Primo Brands’ common stock on the NYSE on February 21, 2025 ($34.07), and the exercise price of the option. |

  103. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (2) Unless otherwise noted, this amount includes (a) time-based restricted share units granted in December 2022 to Primo Water executives under the Legacy 2018 Plan, one third of which vested on the third anniversary of the grant date, (b) time-based restricted share units granted in January 2023 to Mr. Hass under the Legacy 2018 Plan, one third of which vested on the second anniversary of the grant date, (c) time-based restricted share units granted in December 2023 to Primo Water executives under the Legacy 2018 Plan, one third of which vested on the second anniversary of the grant date, and (d) time-based restricted share units granted in December 2024 to Primo Brands executives under the Primo Brands Equity Plan, one third of which vested on the first anniversary of the grant date. |

  104. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (3) With respect to time-based restricted share units granted in December 2022 to Primo Water executives under the Legacy 2018 Plan, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common stock on the NYSE as of December 8, 2025 ($15.47). With respect to time-based restricted share units granted in January 2023 to Mr. Hass, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common stock on the NYSE as of January 23, 2025 ($32.57). With respect to time-based restricted share units granted in December 2023, the value realized on vesting has been calculated by utilizing the closing price of our common stock on the NYSE as December 8, 2025 ($15.47).With respect to time-based restricted share units granted in December 2024, the value realized on vesting has been calculated by utilizing the closing price of our common stock on the NYSE as December 11, 2025 ($16.08). |

  105. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (4) This amount includes (a) time-based restricted share units granted in January 2024 to Mr. Rietbroek as a one-time inducement equity award, one half of which vested on the first anniversary of the grant date, and the remaining half of which vested in connection with the termination of Mr. Rietbroek’s employment on November 5, 2025, (b) time-based restricted share units granted in January 2024 under the Legacy 2018 Plan as a part of the 2024 grant cycle, one third of which vested on the first anniversary of the grant date, and the remaining two-thirds of which vested in connection with the termination of Mr. Rietbroek’s employment on November 5, 2025, (c) performance-based restricted share units granted in January 2024 as a one-time inducement equity award, which were converted to time-based restricted share units in connection with the closing of the Transaction, and vested in connection with the termination of Mr. Rietbroek’s employment on November 5, 2025, (d) performance-based restricted share units granted in January 2024 as a part of the 2024 grant cycle, which were converted to time-based restricted share units in connection with the closing of the Transaction, and vested in connection with the termination of Mr. Rietbroek’s employment on November 5, 2025, and (e) time-based restricted share units granted in December 2024 under the Primo Brands Equity Plan, which vested on a pro-rata basis as of the date of termination of Mr. Rietbroek’s employment. |

  106. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (5) With respect to the time-based restricted share units granted in January 2024 that vested in January 2025, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common stock on the NYSE as of December 31, 2024 ($30.77). With respect to all other awards referenced in Footnote 3, all of which vested in connection with the termination of Mr. Rietbroek’s employment, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common stock on the NYSE as of November 5, 2025 ($22.66). |

  107. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (6) This amount includes (a) time-based restricted share units granted in December 2022, one third of which vested in connection with the termination of Ms. Poe’s employment on August 29, 2025, (b) time-based restricted share units granted in December 2023, two third of which vested in connection with the termination of Ms. Poe’s employment on August 29, 2025, (c) performance-based restricted share units granted in December 2022, which were converted to time-based restricted share units in connection with the closing of the Transaction, which vested |

  108. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    in connection with the termination of Ms. Poe’s employment on August 29, 2025, (d) performance-based restricted share units granted in December 2023, which were converted to time-based restricted share units in connection with the closing of the Transaction, which vested in connection with the termination of Ms. Poe’s employment on August 29, 2025, and (e) time-based restricted share units granted in December 2024 under the Primo Brands Equity Plan, one third of which vested on the first anniversary of the grant date, consistent with the continued vesting treatment provided to Ms. Poe in connection with the termination of her employment

  109. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | (7) With respect to the time-based restricted share units granted in December 2024, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common stock on the NYSE as of December 11, 2025 ($16.08). With respect to all other awards referenced in footnote 6, all of which vested in connection with the termination of Ms. Poe’s employment, the value realized on vesting has been calculated by utilizing the closing price of Primo Brands’ common stock on the NYSE as of August 29, 2025 ($25.11). |

  110. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We maintain the BlueTriton NQDC Plan and the Primo Water Deferred Compensation Program for a select group of our highly compensated employees of BlueTriton, in which Ms. Kim is the sole NEO who is a participant of the BlueTriton NQDC Plan, and Ms. Poe is the sole NEO who is a participant of the Primo Water NQDC Plan. The BlueTriton NQDC Plan is a supplemental benefit plan that allows participants to contribute up to 75% of their annual base salary and up to 100% of their annual bonus to a compensation deferral account. The BlueTriton NQDC Plan offers participants the opportunity to enhance their long-term savings on a tax-deferred basis. Participants are fully vested in their compensation deferral accounts at all times. The BlueTriton NQDC Plan is unfunded and unsecured, with participants considered general creditors of the company. Amounts deferred by Ms. Kim under the BlueTriton NQDC Plan are credited with earnings (or losses) based on notional investment in the State Street Target Retirement 2030 Fund Class K (as elected by Ms. Kim under the terms of the BlueTriton NQDC Plan) until payment in accordance with Ms. Kim’s payment elections and the terms of the BlueTriton NQDC Plan. Participants in the BlueTriton NQDC Plan can elect to receive distributions upon separation from service, retirement, or as an in-service withdrawal. These distributions can be made in the form of a lump sum or annual installments over a period elected by the participant. For in-service withdrawals, participants must elect a specific date for distribution, which must be at least a specified number of years in the future, as outlined in the BlueTriton NQDC Plan. In the event of a participant’s death or disability, all account balances will be paid in a single lump sum. Additionally, participants may request distributions in the event of an unforeseeable financial emergency, subject to the plan administrator’s approval. Participants may also request distributions in the event of a change in control with all account balances paid on the date of such change in control and in a single lump sum, unless otherwise elected by the participant. The Primo Water NQDC Plan is a supplemental benefit plan that allows participants to contribute up to 70% of their annual base salary and annual bonus to a compensation deferral account. The Primo Water NQDC Plan offers participants the opportunity to enhance their long-term savings on a tax-deferred basis. Participants are fully vested in their compensation deferral accounts at all times. The Primo Water NQDC Plan is unfunded and unsecured, with participants considered general creditors of the company. Amounts deferred by Ms. Poe under the Primo Water NQDC Plan are credited with earnings (or losses) based on notional investment in the Fidelity Total Market Index Fund Institutional Class until payment in accordance with Ms. Poe’s payment elections and the terms of the Primo Water NQDC Plan. Participants in the Primo Water NQDC Plan can elect to receive distributions upon separation from service, retirement, or as an in-service withdrawal. These distributions can be made in the form of a lump sum or annual installments over a period elected by the participant. For in-service withdrawals, participants must elect a specific date for distribution, which must be at least a specified number of years in the future, as outlined in the Primo Water NQDC Plan. In the event of a participant’s death, all account balances will be paid in a single lump sum. Additionally, participants may request hardship distributions in the event of an unforeseeable emergency, subject to the plan administrator’s approval. Participants may also request distributions in the event of a change in control if the participant incurs a separation from service within 12 months following the change in control with all account balances paid on the date of such separation from service and in a single lump sum, unless otherwise elected by the participant, subject to any six-month delay requirement imposed by Section 409A of the Code. Ms. Poe was subject to the six-month delay requirement imposed by Section 409A of the Code and accordingly her account balance was distributed in March 2026.

  111. NONQUALIFIED DEFERRED COMPENSATION TABLE

    NONQUALIFIED DEFERRED COMPENSATION TABLE The following table contains information regarding the BlueTriton NQDC Plan and Primo Water NQDC Plan.

  112. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Marni Morgan Poe | 0 | 0 | 16,883 | 0 | 115,911 | | Hih Song Kim | 118,223 | 0 | 32,515 | 0 | 267,957 |

  113. NONQUALIFIED DEFERRED COMPENSATION TABLE

    Notes:

  114. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) The amount in this column is also included in the Summary Compensation Table in the “Salary” column for fiscal 2025. |

  115. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (2) This amount is not included in the Summary Compensation Table because earnings were not preferential or above market. |

  116. NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (3) The amount in this column for Ms. Poe includes $129 in the Summary Compensation Table in the “Salary” column for fiscal year 2024 and for Ms. Kim includes $28,472.05 in the Summary Compensation Table in the “Salary” column for fiscal year 2024 and $38,819.20 in the Summary Compensation Table in the ‘Non-Equity Incentive Plan Compensation” column for fiscal year 2024. |

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL In this section, we describe payments that may be made upon several alternate termination event scenarios, or upon the occurrence of a Change of Control, in each case assuming such event occurred on December 31, 2025 to our NEOs employed by us as of such date.

  118. Retirement

    Retirement Pursuant to the terms of the Equity Plans in the event of our NEO’s retirement following age 60 and ten continuous years of service, such executive’s outstanding unvested options (if any) will continue to vest on the original vesting date(s) and thereafter will continue to be exercisable until the third anniversary of the date of retirement. In addition, restricted share units and performance units held by a retired grantee will continue to vest according to their original schedule, subject to acceleration provisions and the satisfaction of performance objectives, as applicable; provided that, in the case of any restricted share units and performance units granted under the Primo Brands Equity Plan, if such award was granted within 12 months before a grantee’s retirement, the award will vest partially based on the number of full months between the grant date and the date of grantee’s retirement, divided by the total number of full months from the grant date to the applicable vesting date. None of our NEOs are retirement eligible based on the criteria set forth above; thus, do not qualify for such treatment. While Ms. Poe was not retirement eligible upon her termination, in consideration of the transition services that were provided by Ms. Poe, and in recognition of Ms. Poe’s significant contributions to the Company, the Company determined to provide continued vesting for the award granted to Ms. Poe in December 2024 under the Primo Brands Corporation Equity Incentive Plan, consistent with the retirement treatment described herein. On February 18, 2026, the Board approved an updated definition of retirement, which will be satisfied following the first to occur of (i) age 60 and ten continuous years of service, (ii) age 55 and twenty continuous years of service or (iii) age 65. This definition will apply to all equity awards granted under the Equity Plans commencing with our annual grants that will be granted in December 2026.

  119. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our director compensation philosophy is to appropriately compensate our non-employee directors for the time, expertise and effort required to serve as a director of a large and complex company, and to align the interests of our directors with those of our stockholders. Directors who are One Rock employees do not receive compensation for serving on the Board. Pursuant to the Primo Brands Corporation Non-Employee Director Compensation Policy, our non-employee directors may receive cash retainers or fees, and equity grants in connection with their performance of services. Each non-employee director may elect to receive shares of Common Stock in lieu of cash compensation to which they would otherwise be entitled. The following table contains information concerning the compensation of Primo Brands’ non-employee directors in fiscal year 2025:

  120. DIRECTOR COMPENSATION

    | Name* | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | C. Dean Metropoulos | 110,000 | 350,000 | 460,000 | | Kurtis Barker** | 44,068 | 175,000 | 219,068 | | Britta Bomhard | 115,761 | 175,000 | 290,761 | | Susan E. Cates | 140,000 | 175,000 | 315,000 | | Michael Cramer | 246,603 | 175,000 | 421,603 | | Jerry Fowden | 162,500 | 175,000 | 337,500 | | Billy D. Prim | 115,761 | 175,000 | 290,761 | | Steven P. Stanbrook | 170,870 | 175,000 | 345,870 |

  121. DIRECTOR COMPENSATION

    | * On November 5, 2025, the Board of Directors appointed Mr. Foss as the Company’s Executive Chairman and Chief Executive Officer. Mr. Foss’s compensation for his service as director is reflected in the Summary Compensation Table on page 40. The aggregate number of unvested stock awards held by Mr. Foss as of December 31, 2025 is set forth in the Outstanding Equity Awards Table on page 47. |

  122. DIRECTOR COMPENSATION

    | ** On May 19, 2025, pursuant to the Stockholders Agreement and the Certificate of Incorporation, following the decrease in ownership of Common Stock held by the ORCP Stockholders, Mr. Barker resigned from the Board, which became effective upon acceptance by the Unaffiliated Directors (as defined in the Stockholders Agreement) of the Board on May 21, 2025. |

  123. DIRECTOR COMPENSATION

    The table below shows the aggregate number of equity incentive plan awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.

  124. DIRECTOR COMPENSATION

    | Name | Option Awards Outstanding at Fiscal Year End | | C. Dean Metropoulos | 90,000(1) | | Michael Cramer | 300(2) |

  125. DIRECTOR COMPENSATION

    Notes:

  126. DIRECTOR COMPENSATION

    | (1) Represents the aggregate number of Class B units that are held indirectly by Mr. Metropoulos. 83 1/3% of the Class B units are time-vesting units and 16 2/3% are performance-vesting units. The time-vesting units are fully vested as of December 31, 2023. The performance-vesting units fully vested in 2025 based on achievement of a multiple on invested capital returned to significant investors in TWP Holdings. |

  127. DIRECTOR COMPENSATION

    | (2) Represents the aggregate number of Class B units that are held by Mr. Cramer. Mr. Cramer received two separate grants of Class B units on March 31, 2021 and October 31, 2023, with vesting commencement dates of March 31, 2021 and October 31, 2023, respectively. Of the 75 time-vesting Class B units granted to Mr. Cramer on November 10, 2021, with a vesting commencement date of March 31, 2021, 50% of such Class B units vested on March 31, 2023, 16 2/3% of such Class B units vested on March 31, 2024, 16 2/3% of such Class B units vested on March 31, 2025, and 16 2/3% of such Class B units will vest on March 31, 2026 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Cramer’s continued service with the Company through the applicable vesting date. All of the 150 Class B units granted to Mr. Cramer on October 31, 2023 are subject solely to time-basted vesting of which 50% of such Class B units vested on October 31, 2025, and 16 2/3% will vest on each of the third, fourth, and fifth anniversaries of October 31, 2023 with accelerated vesting of all such Class B units upon an Exit Transaction, subject to Mr. Cramer’s continued service with the Company through the applicable vesting dates. |

  128. CEO PAY RATIO

    CEO PAY RATIO During fiscal year 2025, the Company had two individuals serve as Chief Executive Officer: Robbert Rietbroek, who ceased serving as our Chief Executive Officer on November 5, 2025, and Eric Foss, who was appointed Chief Executive Officer on November 5, 2025. When a company has had two chief executive officers in the same fiscal year, under Item 402(u), the compensation paid to the chief executive officer for purposes of calculating the pay ratio can be either (i) a combination of the compensation paid to each chief executive officer during the fiscal year or (ii) the annualized compensation of the person who was serving as chief executive officer as of the date it used to select the median employee. Because Mr. Foss was our Chief Executive Officer on November 30, 2025, the date we used to select our median employee, we chose to use Mr. Foss’s annualized fiscal year 2025 compensation for our 2025 pay ratio disclosure. In accordance with SEC rules, we are providing the ratio of the annual total compensation of Mr. Foss, our Chief Executive Officer as of November 30, 2025, to the total cash compensation of our median associate. The 2025 annual total compensation of Mr. Foss was $15,799,438, the 2025 total cash compensation of our median compensated associate was $76,221, and the ratio of these amounts is 207 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below.

  129. PAY VS PERFORMANCE

    PAY VS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between the compensation of our CEO and NEOs and certain financial performance measures of Primo Brands. For further information on Primo Brands’ pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  130. PAY VS PERFORMANCE

    | | | | | | | | Value of an initial $100 Investment: | | | | | Year | Summary Compensation Table Total for First CEO(1)(2) | Compensation Actually Paid to First CEO(1)(3) | Summary Compensation Table Total for Second CEO(1)(2) | Compensation Actually Paid to Second CEO(1)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(2)(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income/ (Loss) (millions)(7) | Adjusted EBITDA (millions)(8) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (I) | | 2025 | $6,590,162 | ($4,592,853) | $14,908,092 (1) | $16,071,378 | $2,223,162 | ($652,303) | $65.43 | $96.13 | $75.6 | $1,446.8 | | 2024 | $25,990,984 | $29,930,013 | N/A | N/A | $5,650,276 | $7,486,462 | $121.05 | $94.56 | ($12.6) | $1,352.5 |

  131. PAY VS PERFORMANCE

    | (1) Amounts include $327,609 which relate solely to Mr. Foss’s services as a director prior to the commencement of his employment as Chief Executive Officer. |

  132. PAY VS PERFORMANCE

    | (2) The dollar amounts reported in column (b) through (e) reflect the following individuals: |

  133. PAY VS PERFORMANCE

    | Year | CEO | Non-CEO NEOs | | 2025 | Mr. Rietbroek (First CEO) and Mr. Foss (Second CEO) | Mr. Austin, Mr. Ausher, Mr. Hass, Ms. Poe, and Ms. Kim | | 2024 | Mr. Rietbroek | Mr. Austin, Mr. Hass, Ms. Poe, and Ms. Kim |

  134. PAY VS PERFORMANCE

    | (3) The dollar amounts reported in column (b) reflect the total compensation reported for our CEO during the applicable year, while the dollar amounts reported in column (d) reflect the average total compensation reported for the NEOs (excluding our CEO) during the applicable year, in the “Total” column in the Summary Compensation Table. |

  135. PAY VS PERFORMANCE

    | (4) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to our CEO, while the dollar amounts reported in column (e) represent the average amount of “compensation actually paid” for the NEOs (excluding our CEO) for the applicable year. Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). To calculate CAP for 2025, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table: |

  136. PAY VS PERFORMANCE

    | | 2024 | | 2025 | | | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | CEO | Average for Non-CEO NEOs | First CEO | Second CEO | Average For Non-CEO NEOs | | Reported Summary Compensation Table Total | $25,990,984 | $5,650,276 | $6,590,162 | $14,908,092 | $2,223,162 | | (Less): Reported Value of Equity Awards(a) | ($22,813,887) | ($3,812,742) | $0 | ($14,418,944) | ($1,314,341) | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year(b) | $26,107,835 | $2,445,492 | $0 | $15,365,755 | $961,840 | | Add/(Less): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years(b) | $0 | $2,603,466 | ($1,540,088) | $0 | ($2,308,288) | | Add: Fair Value at Vesting of Equity Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $0 | $0 | $0 | $174,982 | $0 | | Add/(Less): Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b) | $0 | $486,285 | ($3,672,335) | $0 | ($300,998) | | (Less): Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b) | 0 | $0 | ($5,988,440) | $0 | $0 | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $645,081 | $113,686 | $17,848 | $41,494 | $86,321 | | Compensation Actually Paid | $29,930,013 | $7,486,462 | ($4,592,853) | $16,071,378 | ($652,303) |

  137. PAY VS PERFORMANCE

    | (a) The amounts in this row reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  138. PAY VS PERFORMANCE

    | (b) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date for each award that vested in the covered year. For performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. For market-based awards, the fair values were determined using a Monte Carlo valuation. |

  139. PAY VS PERFORMANCE

    | (5) The amounts in column (f) represent the cumulative return on a fixed investment of $100 in Primo Brands’ common stock, for the period beginning on November 11, 2024, the date Primo Brands’ common stock commenced trading on the New York Stock Exchange, through the end of the applicable fiscal year, assuming reinvestment of dividends. |

  140. PAY VS PERFORMANCE

    | (6) The amounts in column (g) represent the cumulative return on a fixed investment of $100 in the custom peer group for the period beginning on November 11, 2024, through the end of the applicable fiscal year, assuming reinvestment of dividends. The peer group for 2025 includes The Boston Beer Company, Inc., The Campbell’s Company, Clean Harbors, Inc., Coca-Cola Consolidated, Inc., Flower Foods, Inc., General Mills, Inc., The Hershey Company, The J.M. Smucker Company, Keurig Dr Pepper Inc., Lamb Weston Holdings, Inc., Molson Coors Beverage Company, Monster Beverage Corporation, Post Holdings, Inc., Waste Connections, Inc., and XPO, Inc. WK Kellog Co was acquired in 2025 and is thus not included in the calculation for fiscal year 2025. |

  141. PAY VS PERFORMANCE

    | (7) The dollar amounts reported represent the net income reflected in Primo Brands audited financial statements for the applicable year. |

  142. PAY VS PERFORMANCE

    | (8) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA, formerly referred to as Combined Adjusted EBITDA in the year of the business combination, is the financial performance measure that, in Primo Brands’ assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to Company performance. Adjusted EBITDA is a non-GAAP measure and is calculated from our audited financial statements as follows: net income (loss) before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted for acquisition, integration and restructuring expenses, share-based compensation costs, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, gain on extinguishment of debt, management fees, and other adjustments, net. For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” on pages 47 and 48 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |

  143. Description of Certain Relationships between Information Presented in the Pay vs. Performance Table

    Description of Certain Relationships between Information Presented in the Pay vs. Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, they are not all required to be presented in the Pay vs. Performance table.