Form 4: Primo Brands Insider Refinances Loan, Pledges 16% Stake

Tony W. Lee, a Director and 10% owner of Primo Brands Corp, refinanced a margin loan and entered a pre-paid variable share forward transaction involving 18.6 million shares.

Summary

• Tony W. Lee, a Director and 10% owner of Primo Brands Corp, is involved in a refinancing and forward contract transaction through related entities.
• On December 8, 2025, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC amended a margin loan agreement (originally dated November 17, 2024) for refinancing purposes.
• Concurrently, Triton Water Forward Holdings, LP (TWFH), a wholly-owned subsidiary of Triton Water Parent Holdings, LP, entered into a pre-paid variable share forward transaction (the "Forward Contract") with an unaffiliated bank.
• 18,593,729 shares of Primo Brands Corp Class A common stock were released from the collateral pledged for the original margin loan and subsequently pledged by TWFH to secure its obligations under the new Forward Contract.
• These pledged shares, referred to as VPF Pledged Shares, represent approximately 16% of the common stock beneficially owned by the reporting owners.
• TWFH received an upfront prepayment of approximately $139 million from the bank, which was applied to refinance certain outstanding obligations under the original Loan Agreement.
• The Forward Contract obligates TWFH to deliver to the Bank, on one or more specified dates over a period of time ending on the maturity date of January 6, 2028, either up to the aggregate number of pledged shares or an equivalent amount of cash, at TWFH's option.
• TWFH retains ownership, voting rights, and ordinary dividend rights in the VPF Pledged Shares during the term of the Forward Contract, subject to certain payments TWFH may need to make to the Bank with respect to dividends.
• The number of shares or the equivalent amount of cash to be delivered at settlement is determined by the stock's volume weighted average price (Settlement Price) relative to a Floor Price of $7.50 and a Cap Price of $15.75.

Sentiment

Score: 6

Explanation: The transaction is a complex financial maneuver by a significant insider group, not directly reflecting the operational performance of Primo Brands Corp. For the reporting entity, it provides liquidity and refinancing benefits, which are positive, but also introduces future obligations and market price exposure, which carries inherent risk. The retention of voting rights is a positive for the reporting entity's continued influence.

Positives

• The transaction involved a refinancing of existing obligations, potentially optimizing the financial structure for the reporting entities.
• A significant prepayment of approximately $139 million was received by TWFH, providing liquidity to refinance prior loan obligations.
• The reporting entity (TWFH) retains ownership, voting rights, and ordinary dividend rights for the pledged shares during the contract term, indicating continued influence and potential income.

Negatives

• 18,593,729 shares of Primo Brands Corp common stock, representing approximately 16% of the reporting owners' beneficial stake, are pledged as collateral, creating a future obligation.
• The forward contract introduces complexity and potential future obligations for TWFH based on the stock's performance relative to the Floor Price ($7.50) and Cap Price ($15.75).
• There is a conditional obligation to deliver shares or an equivalent cash amount, which could lead to a reduction in beneficial ownership or significant cash outflow depending on the stock price at maturity.

Risks

• Market Price Volatility: The number of shares or cash amount to be delivered at settlement is directly dependent on the future market price of Primo Brands Corp common stock, exposing the reporting entity to market risk.
• Default Risk: In the event of TWFH's default under the Forward Contract, the pledged shares could be delivered to the Bank.
• Dilution Risk (if settled in shares): If TWFH chooses to settle the forward contract by delivering shares, it could lead to a reduction in the reporting owners' direct beneficial ownership.
• Cash Outflow Risk (if settled in cash): If TWFH elects to settle in cash, it would require significant liquidity, potentially impacting other financial commitments.
• Dividend Obligations: TWFH may be required to make payments to the Bank with respect to dividends under the terms of the Forward Contract, which could reduce the net benefit from dividend rights.

Future Outlook

The Forward Contract extends until January 6, 2028, indicating a long-term financial arrangement that will influence the reporting entity's exposure to Primo Brands Corp stock price movements and potential future share or cash deliveries. The settlement mechanism implies a structured approach to managing the value of the pledged shares over this period.

Management Comments

• Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Industry Context

This transaction represents a common financial strategy employed by large shareholders or entities to monetize a portion of their equity holdings, manage leverage, or refinance existing debt, often while retaining voting rights. It reflects a sophisticated approach to capital management within the context of significant equity stakes, frequently seen among private equity firms or institutional investors with substantial positions in public companies.

Comparison to Industry Standards

• Pre-paid variable share forward transactions are a standard and widely used tool in sophisticated financial markets, allowing large shareholders to gain liquidity against their equity holdings without an immediate outright sale.
• The inclusion of a Floor Price ($7.50) and a Cap Price ($15.75) in the settlement mechanism is typical for such instruments, providing a defined range for potential settlement outcomes and managing risk for both the shareholder and the counterparty bank.
• The retention of voting rights by the shareholder during the term of the forward contract is a common feature, enabling them to maintain influence over the company while monetizing their position.

Related Party Transactions

• The transaction involves Tony W. Lee, a Director and 10% owner of Primo Brands Corp, and entities (Triton Water Equity Holdings, LP, Triton Water Equity Holdings GP, LLC, Triton Water Parent Holdings, LP, Triton Water Forward Holdings, LP) with which he shares beneficial ownership and control. This constitutes a related party transaction from the perspective of the reporting person's group.

Stakeholder Impact

• Shareholders: The pledging of 18,593,729 shares (representing 16% of the reporting owners' stake) and the potential for future share delivery could influence market perception and future share supply, although voting rights are retained for the duration of the contract. The refinancing itself does not directly impact other shareholders' equity.
• Creditors: The refinancing of the margin loan agreement could alter the credit risk profile of the entities involved in the loan, potentially improving it by restructuring existing debt.

Next Steps

• TWFH is obligated to deliver shares of Primo Brands Corp common stock or an equivalent cash amount to the Bank on one or more specified dates over a period of time ending on the Maturity Date of January 6, 2028.

Key Dates

Recommendation

This Form 4 details a complex financial transaction by a significant insider group, not a direct operational or financial performance update for Primo Brands Corp. While the refinancing provides liquidity to the insider group, it also introduces future obligations tied to the stock price. The retention of voting rights is a positive for the insider group's influence. For an external investor, this filing primarily indicates a sophisticated financial strategy by a major shareholder to manage their equity position and leverage. It does not provide new fundamental information about the company's business operations or prospects that would warrant a strong buy or sell recommendation. Therefore, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while monitoring future company performance and any further insider activities.

Keywords

Primo Brands Corp, PRMB, SEC Form 4, Beneficial Ownership, Forward Contract, Margin Loan, Refinancing, Equity Pledge, Insider Transaction, Tony W. Lee, Triton Water