Form 144 Primo Brands Corp Filed by: Triton Water Parent Holdings, LP
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E-mail| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Filer Information
| Filer CIK | 0002042697 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? | LIVE TEST |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
144: Issuer Information
| Name of Issuer | Primo Brands Corp |
| SEC File Number | 001-42404 |
| Address of Issuer | 1150 Assembly Drive, Suite 800 Tampa FLORIDA 33607 |
| Phone | 813-544-8515 |
| Name of Person for Whose Account the Securities are To Be Sold | Triton Water Parent Holdings, LP |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
| |
| Relationship to Issuer | Affiliate |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Class A Common stock, par value $0.01 per share ("Common Stock") | J.P. Morgan Securities LLC 270 Park Avenue New York NY 10017 | 18593729 | 295082479.23 | 370285818 | 12/08/2025 | NYSE |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Stock | 12/08/2025 | Share contribution | Triton Water Parent Holdings, LP | 18593729 | 12/08/2025 | Contribution (1)(2); (1) The shares were received in connection with the merger of BlueTriton Brands, Inc. and Primo Water Corporation on 11/08/24; (2) On 12/08/25, 18,593,729 shares were transferred to Triton Water Forward Holdings, LP. |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Nothing to Report |
144: Remarks and Signature
| Remarks | The holder of record of the shares covered by this Form 144 is Triton Water Forward Holdings, LP ("TWFH"), a wholly-owned subsidiary of Triton Water Parent Holdings, LP ("TWPH"). In accordance with the interpretive letter from the staff of the SEC to Goldman Sachs, dated 12/20/99, and the interpretive letter from the staff of the SEC to Bank of America, N.A. et al, dated 12/1/11, on 12/8/25, TWFH entered into a pre-paid variable share forward transaction ("PVSF") which relates to up to the aggregate number of shares specified in Part 3(c) above. The PVSF is with an unaffiliated bank, and may be physically settled or cash settled. TWFH, TWPH and Triton Water Equity Holdings, LP are not selling any shares, except to the extent of physical settlement upon maturity or termination of the PVSF. This filing relates to hedging activity in connection with the PVSF conducted by the broker named above, an affiliate of such dealer. Part 3(d) is based on the closing price of $15.87 on 12/5/25. |
| Date of Notice | 12/08/2025 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ Fola Adamolekun |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
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