Form 4: CFO David Hass Reduces PRMB Stake for Tax Obligations

Sentiment:

Insider Transaction Report 9 December 2025 4:45 PM

Primo Brands Corp's CFO, David W. Hass, disposed of 3,185 Class A Common Stock shares to cover tax liabilities from restricted stock unit vesting.

Summary

David W. Hass, Chief Financial Officer of Primo Brands Corp (PRMB), reported transactions involving Class A Common Stock.
On December 7, 2025, 503 shares of Class A Common Stock were disposed of at a price of $15.47 per share.
On December 8, 2025, an additional 2,682 shares of Class A Common Stock were disposed of at a price of $15.47 per share.
These dispositions, totaling 3,185 shares, represent shares withheld to satisfy tax obligations due upon the vesting of restricted stock units granted to Mr. Hass.
Following these transactions, Mr. Hass directly beneficially owns 353,412 shares of Class A Common Stock.
Mr. Hass also indirectly beneficially owns 64,745 shares, held through various entities including a living trust, a Roth IRA, HB Capital LLC, custodial accounts for nieces and nephews, and his spouse.

Sentiment

Score: 5

Explanation: The transaction represents a routine disposition of shares to satisfy tax obligations upon the vesting of restricted stock units, which is a standard compensation event and not indicative of a change in sentiment towards the company or its future prospects.

Positives

The disposition of shares was due to the vesting of restricted stock units, indicating that performance or time-based conditions for these awards were met, which is generally a positive sign of executive compensation realization.

Negatives

A total of 3,185 Class A Common Stock shares were disposed of, reducing the direct beneficial ownership of the Chief Financial Officer.

Future Outlook

Industry Context

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Delegation of Authority	David W. Hass granted a Power of Attorney to Hih Song Kim (Chief Legal Officer and Corporate Secretary) and Michael James (Vice President, Assistant General Counsel) to execute and file SEC forms (Schedules 13D, 13G, Forms 3, 4, 5, and 144) on his behalf.	September 25, 2025	Streamlines the process for timely and accurate SEC filings for the reporting person, ensuring compliance with reporting obligations under the Exchange Act and Securities Act.

Related Party Transactions

David W. Hass holds 3,481 shares of Class A Common Stock through HB Capital LLC, of which he is a member. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

Stakeholder Impact

Shareholders: Minimal direct impact as the transaction is a routine tax-related disposition by an insider, not a discretionary sale or a significant change in ownership structure.
Employees: No direct impact mentioned.

Key Dates

Date	Description
09/25/2025	Date David W. Hass executed the Power of Attorney for SEC filings.
12/07/2025	Transaction date for the disposition of 503 Class A Common Stock shares.
12/08/2025	Transaction date for the disposition of 2,682 Class A Common Stock shares.
12/09/2025	Signature date of the reporting person's attorney-in-fact for the Form 4 filing.

Recommendation

hold

The reported transactions are dispositions of shares solely to cover tax obligations arising from the vesting of restricted stock units. This is a common and non-discretionary event for executives and does not reflect a change in the insider's investment conviction or the company's fundamentals, thus a 'hold' recommendation is appropriate.

Keywords

Primo Brands Corp, PRMB, Form 4, Insider Transaction, David W. Hass, CFO, Stock Disposition, Tax Withholding, Restricted Stock Units, Beneficial Ownership

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