--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-254259" form_type: "8-K12G3" ticker: "PRMB" cik: "0002042694" company_name: "Primo Brands Corp" filed_at: "2024-11-08T23:59:59+00:00" generated_at: "2026-05-30T03:04:57.405283+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Primo Brands completes merger of Primo Water and BlueTriton; begins trading as PRMB on NYSE ## Summary - Merger closed Nov 8; former Primo Water shareholders get ~43% of combined entity, BlueTriton owner ~57%. - Primo Brands Class A common stock (PRMB) to trade on NYSE starting Nov 11, replacing Primo Water listing. - Total outstanding: 314.5M Class A, 64.5M Class B shares; ORCP Stockholders subject to 3-month lockup. - Stockholders Agreement grants ORCP consent rights over major actions and registration rights after lockup. - Company becomes successor issuer under Rule 12g-3; amended charter and bylaws effective. ## SEC filing metadata - accession: 0001193125-24-254259 - form_type: 8-K12G3 - ticker: PRMB - cik: 0002042694 - company_name: Primo Brands Corp - filed_at: 2024-11-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 5.02, 2.01, 2.03, 3.01, 3.02, 3.03, 5.03, 4.01, 5.01, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/d805110d8k12g3.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-254259 - JSON: https://secwatch.observer/filing/0001193125-24-254259.json - Plain text: https://secwatch.observer/filing/0001193125-24-254259.txt ## Key facts - Auditor Changes Primo Brands Corp dismissed Ernst & Young LLP as its auditor. - Action: dismissal - Auditor: Ernst & Young LLP source text: On November 8, 2024 the Audit Committee of the Board dismissed Ernst & Young LLP ("E&Y"), BlueTriton’s independent registered public accounting firm prior to the consummation of the Transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Auditor Changes Primo Brands Corp engaged PricewaterhouseCoopers LLP as its auditor. - Action: engagement - Auditor: PricewaterhouseCoopers LLP source text: Effective upon consummation of the Transaction, the Audit Committee of the Board approved the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm effective November 8, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change Jason Ausher was appointed as Chief Accounting Officer at Primo Brands Corp. - Action: appointed - Role: Chief Accounting Officer source text: Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change R. Scott Spielvogel resigned as Director at Primo Brands Corp. - Action: resigned - Role: Director source text: Resignation of Director Immediately prior to the consummation of the Transaction, the resignation of R. Scott Spielvogel from the Board went into effect, and Mr. Spielvogel will not serve as a member of the Board following the consummation of the Transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change Robert Austin was appointed as Chief Operating Officer at Primo Brands Corp. - Action: appointed - Role: Chief Operating Officer source text: Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change David Hass was appointed as Chief Financial Officer at Primo Brands Corp. - Action: appointed - Role: Chief Financial Officer source text: Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change Tony W. Lee resigned as Secretary and Treasurer at Primo Brands Corp. - Action: resigned - Role: Secretary and Treasurer source text: Resignation of Officers Effective as of the consummation of the Transaction, R. Scott Spielvogel and Tony W. Lee resigned their positions as President and as Secretary and Treasurer, respectively, of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change Hih Song Kim was appointed as Chief Administrative Officer & Assistant Corporate Secretary at Primo Brands Corp. - Action: appointed - Role: Chief Administrative Officer & Assistant Corporate Secretary source text: Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change Robbert Rietbroek was appointed as Chief Executive Officer at Primo Brands Corp. - Action: appointed - Role: Chief Executive Officer source text: Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change R. Scott Spielvogel resigned as President at Primo Brands Corp. - Action: resigned - Role: President source text: Resignation of Officers Effective as of the consummation of the Transaction, R. Scott Spielvogel and Tony W. Lee resigned their positions as President and as Secretary and Treasurer, respectively, of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - Executive change Marni Morgan Poe was appointed as General Counsel & Corporate Secretary at Primo Brands Corp. - Action: appointed - Role: General Counsel & Corporate Secretary source text: Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm - M&A Transactions Primo Brands Corp underwent a change of control involving former holders of Primo Shares and the Initial ORCP Stockholder (closed 2024-11-08). - Action: change of control - Counterparty: former holders of Primo Shares and the Initial ORCP Stockholder - Closing: 2024-11-08 source text: consummated the transactions contemplated by that certain Arrangement Agreement and Plan of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524254259/0001193125-24-254259-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.