--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-255254" form_type: "8-K12G3/A" ticker: "PRMB" cik: "0002042694" company_name: "Primo Brands Corp" filed_at: "2024-11-12T23:59:59+00:00" generated_at: "2026-05-30T02:21:30.049213+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Primo Brands completes merger of Primo Water and BlueTriton; stock to trade under PRMB ## Summary - Combined company renamed Primo Brands; Class A common stock to list on NYSE under PRMB on Nov 11. - Former Primo Water shareholders receive ~43% of combined entity; BlueTriton owner ORCP gets ~57%. - ORCP issued 154.1M Class A and 64.5M Class B shares; lockup on transfers for three months. - Stockholders Agreement grants ORCP consent rights over key actions and registration rights. - C. Dean Metropoulos named non-executive chair; Jerry Fowden appointed lead independent director. ## SEC filing metadata - accession: 0001193125-24-255254 - form_type: 8-K12G3/A - ticker: PRMB - cik: 0002042694 - company_name: Primo Brands Corp - filed_at: 2024-11-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - 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/2042694/000119312524255254/0001193125-24-255254-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2042694/000119312524255254/d805110d8k12g3a.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-255254 - JSON: https://secwatch.observer/filing/0001193125-24-255254.json - Plain text: https://secwatch.observer/filing/0001193125-24-255254.txt ## Key facts - 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/2042694/000119312524255254/0001193125-24-255254-index.htm - Executive change Jason Ausher was appointed as Chief Accounting Officer at Primo Brands Corp. - Action: appointed - Role: Chief Accounting Officer source text: Appointment of Officers 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/2042694/000119312524255254/0001193125-24-255254-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: Appointment of Officers 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/2042694/000119312524255254/0001193125-24-255254-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: Appointment of Officers 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/2042694/000119312524255254/0001193125-24-255254-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/2042694/000119312524255254/0001193125-24-255254-index.htm - Executive change David Hass was appointed as Chief Financial Officer at Primo Brands Corp. - Action: appointed - Role: Chief Financial Officer source text: Appointment of Officers 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/2042694/000119312524255254/0001193125-24-255254-index.htm - Executive change C. Dean Metropolous was appointed as Chairman of the Board at Primo Brands Corp. - Action: appointed - Role: Chairman of the Board source text: The business and affairs of the Company are managed by or under the direction of the Board, which is chaired by Mr. Metropoulos. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524255254/0001193125-24-255254-index.htm - Executive change Robbert Rietbroek was appointed as Chief Executive Officer at Primo Brands Corp. - Action: appointed - Role: Chief Executive Officer source text: Appointment of Officers 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/2042694/000119312524255254/0001193125-24-255254-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/2042694/000119312524255254/0001193125-24-255254-index.htm - Executive change Robert Austin was appointed as Chief Operating Officer at Primo Brands Corp. - Action: appointed - Role: Chief Operating Officer source text: Appointment of Officers 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/2042694/000119312524255254/0001193125-24-255254-index.htm - Governance Changes Primo Brands Corp: Upon consummation of the Transaction, the certificate of incorporation was amended and restated in its entirety. - Change: charter amendment source text: Upon consummation of the Transaction, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524255254/0001193125-24-255254-index.htm - Governance Changes Primo Brands Corp: Upon consummation of the Transaction, the bylaws were amended and restated in their entirety. - Change: bylaw amendment source text: Upon consummation of the Transaction, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524255254/0001193125-24-255254-index.htm - M&A Transactions Primo Brands Corp underwent a change of control involving Primo Water Corporation and BlueTriton (closed 2024-11-08). - Action: change of control - Counterparty: Primo Water Corporation and BlueTriton - Closing: 2024-11-08 source text: consummated the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/2042694/000119312524255254/0001193125-24-255254-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.