Form 4: Primo Brands Insider Refinances Loan, Pledges Shares

A major shareholder of Primo Brands Corp refinanced a margin loan and entered a pre-paid variable share forward contract, pledging 18.6 million shares.

Summary

• ORCP III DE TopCo GP, LLC and related entities, including Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC, reported changes in beneficial ownership of Primo Brands Corp (PRMB) Class A common stock.
• On December 8, 2025, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC amended a margin loan agreement with JPMorgan Chase Bank, N.A. to refinance it.
• As part of the refinancing, 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, representing approximately 16% of the shares beneficially owned by the Reporting Owners, were released from the original margin loan collateral and subsequently pledged to secure TWFH's obligations under the Forward Contract.
• TWFH received an upfront prepayment of approximately $139 million from the bank, which was used to refinance outstanding obligations under the original Loan Agreement.
• The Forward Contract obligates TWFH to deliver shares or an equivalent amount of cash to the bank on specified dates until the maturity date of January 6, 2028.
• Settlement terms are variable: if the Settlement Price is less than or equal to $7.50 (Floor Price), TWFH delivers the Number of Shares or equivalent cash; if between $7.50 and $15.75 (Cap Price), a reduced number of shares or equivalent cash; if greater than $15.75, a calculated number of shares or equivalent cash based on a formula involving the Floor and Cap prices.
• TWFH retains ownership, voting rights, and ordinary dividend rights in the pledged shares during the term of the Forward Contract, subject to certain payments to the bank regarding dividends.

Sentiment

Score: 5

Explanation: The filing describes a complex financing transaction by a major shareholder. While the refinancing and receipt of prepayment are positive for the reporting entities' liquidity, the pledging of a significant block of shares and the future obligation under the forward contract introduce elements of uncertainty and potential future share movements. Overall, it's a neutral disclosure of a financial restructuring.

Positives

• The reporting entities successfully refinanced an existing margin loan agreement, potentially improving their financial structure.
• A prepayment of approximately $139 million was received, providing liquidity which was applied to refinance outstanding obligations.
• TWFH retains ownership, voting rights, and ordinary dividend rights for the 18,593,729 pledged shares during the term of the Forward Contract, offering continued influence and income potential.

Negatives

• A significant block of 18,593,729 shares of Primo Brands Corp Class A common stock, representing approximately 16% of the Reporting Owners' beneficial holdings, has been pledged as collateral for the Forward Contract.
• The Forward Contract creates a future obligation for TWFH to deliver shares or cash, introducing uncertainty regarding the ultimate disposition of these shares.
• The settlement mechanism of the Forward Contract exposes TWFH to market price fluctuations of Primo Brands Corp stock, which will determine the number of shares or cash equivalent to be delivered.

Risks

• Risk of default on the Forward Contract, which could lead to the bank exercising remedies and taking possession of the pledged shares.
• Market price volatility of Primo Brands Corp Class A common stock could significantly impact the value of the shares to be delivered or the cash equivalent required for settlement under the Forward Contract.
• Potential for future dilution if the Forward Contract is settled by delivering shares, increasing the outstanding share count of Primo Brands Corp.

Future Outlook

The Forward Contract has a maturity date of January 6, 2028, by which time TWFH will be obligated to deliver either shares of Primo Brands Corp Class A common stock or an equivalent amount of cash to the bank, based on the stock's performance relative to the defined Floor and Cap prices.

Management Comments

• Tony W. Lee, as Managing Member of ORCP III DE TopCo GP, LLC and Authorized Person of Triton Water Parent Holdings, LP, signed the filing.
• Scott Spielvogel signed the filing.
• Fola Adamolekun, as Secretary of Triton Water Equity Holdings GP, LLC, signed on behalf of Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC.

Industry Context

This transaction represents a common financing strategy employed by large shareholders or private equity firms to monetize a portion of their equity holdings, refinance debt, or manage exposure, while potentially retaining voting control. Such arrangements are typically bespoke and depend on the specific financial needs and market conditions for the underlying asset.

Related Party Transactions

• The transaction involves multiple entities (ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Triton Water Equity Holdings, LP, Triton Water Equity Holdings GP, LLC, and Triton Water Forward Holdings, LP) that are related through ownership and management structures, all ultimately linked to One Rock Capital Partners, LLC. Triton Water Forward Holdings, LP is a wholly-owned subsidiary of Triton Water Parent Holdings, LP.

Stakeholder Impact

• Shareholders of Primo Brands Corp may be impacted by the potential for future share delivery under the Forward Contract, which could introduce additional supply into the market.
• The refinancing provides financial stability for the reporting entities by addressing existing loan obligations, which could indirectly benefit their overall investment in Primo Brands Corp.

Next Steps

• TWFH will be required to settle the Forward Contract by delivering shares or cash on one or more specified dates over a period of time ending on the Maturity Date of January 6, 2028.

Key Dates

Keywords

Primo Brands Corp, PRMB, SEC Form 4, beneficial ownership, forward contract, margin loan, refinancing, equity pledge, One Rock Capital Partners, derivative securities