Form 8-K

8-K — Primo Brands Corp

Accession: 0001279569-26-000742

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0002042694

SIC: 2080 (BEVERAGES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 5, 2026

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-42404

99-3483984

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1150 Assembly Drive, Suite 800,

Tampa, Florida 33607

3001 Summer Street,

Stamford, Connecticut 06905

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (813) 544-8515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A common stock, $0.01 par value per share

PRMB

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02

Results of Operations and Financial Condition.

On August 5, 2026, Primo Brands Corporation

(the “Company”) announced financial results for the three and six months ended June 30, 2026. The full text of the press release

issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”).

The information in this Item 2.02 of this

Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 5, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Primo Brands Corporation

Date: August 5, 2026

By:

/s/ Hih Song Kim

Hih Song Kim

Chief Legal Officer and Corporate Secretary

EX-99.1 — NEWS RELEASE DATED AUGUST 5, 2026

EX-99.1

Filename: ex991.htm · Sequence: 2

Exhibit 99.1

CONTACT:

Traci Mangini

Vice President, Investor Relations

investorrelations@primobrands.com

Primo Brands Reports 2026

Second Quarter Results

TAMPA, FL and STAMFORD, CT - August 5, 2026

- Primo Brands Corporation (NYSE: PRMB) (“Primo Brands” or the "Company") today announced its results for the second

quarter ended June 30, 2026.

“We are encouraged by our first-half progress,

which reflects stronger fundamentals, improved execution, and increased momentum across the business,” said Eric Foss, Chairman

and Chief Executive Officer. “Second-quarter top-line results exceeded our expectations, driven by robust growth in Retail channels

led by our regional spring water and premium brands and an earlier-than-anticipated return to growth in Direct Delivery.

“The strength we are seeing across the

business gives us the confidence to raise our full-year Net Sales growth outlook for the second consecutive quarter. We are reaffirming

our Adjusted EBITDA guidance range as we continue to prioritize growth investments, while actively managing inflationary pressures through

multiple levers across the business.

“Our business fundamentals continue to

improve, and we remain well positioned in an attractive, growing category. With a customer-first culture, a differentiated portfolio of

leading brands across the value spectrum, an advantaged route to market, and disciplined execution, we believe we have the right foundation

to drive sustainable, balanced growth, support margin expansion as growth scales, and create long-term stockholder value.”

SECOND

QUARTER PERFORMANCE

For the Three Months Ended

(USD $M except %, per share amounts or unless as otherwise noted)

June 30, 2026

June 30, 2025

Change

Net sales

$ 1,796.2

$ 1,730.1

3.8 %

Net income from continuing operations

$ 69.2

$ 30.5

$ 38.7

Net income per diluted share from continuing operations

$ 0.19

$ 0.08

$ 0.11

Adjusted net income

$ 134.2

$ 137.1

$ (2.9 )

Adjusted net income per diluted share

$ 0.37

$ 0.36

$ 0.01

Adjusted EBITDA

$ 385.0

$ 366.7

5.0 %

Adjusted EBITDA margin %

21.4 %

21.2 %

20 bps

• Net sales increased 3.8% to $1.8 billion compared

to $1.7 billion primarily driven by an increase in sales attributable to our premium brands and regional spring water, partially offset

by a decrease in sales attributable to the exited US Office Coffee Services ("OCS") business not recurring in the current quarter.

• Gross margin was 30.5% compared to 31.3%, primarily

driven by increased transportation related costs and depreciation and amortization, partially offset by the growth in revenue and lower

non-recurring integration related costs incurred in the current quarter.

• SG&A expenses were $345.5 million compared

to $378.6 million primarily driven by a decrease in marketing costs and a decrease in amortization primarily related to definite-lived

intangibles amortization incurred in the prior year quarter not recurring in the current quarter.

• Net income from continuing operations and net

income per diluted share were $69.2 million and $0.19 per diluted share, respectively, compared to net income from continuing operations

and net income per diluted share of $30.5 million and $0.08, respectively.

• Adjusted EBITDA increased 5.0% to $385.0 million

compared to $366.7 million and Adjusted EBITDA margin increased 20 bps to 21.4%, compared to 21.2%.

SECOND

QUARTER CASH FLOW & LIQUIDITY

• Net cash provided by operating activities from

continuing operations of $227.9 million, less $104.6 million of capital expenditures and additions to intangible assets, resulted in $123.3

million of free cash flow, or $200.1 million of Adjusted Free Cash Flow (adjusting for the items set forth on Exhibit 6), compared to

net cash provided by operating activities from continuing operations of $155.0 million and Adjusted Free Cash Flow of $169.7 million in

the prior year quarter.

• Total debt,

excluding unamortized debt costs and discounts, was $5.3 billion and unrestricted cash and cash equivalents totaled $366.5 million, each

as of June 30, 2026, resulting in net debt of $4.9 billion and a net leverage ratio of 3.42x.

• Cash dividends

were $43.5 million for the quarter ended June 30, 2026.

• Share repurchases

under our repurchase plan, including brokerage commissions, were $15.5 million during the quarter ended June 30, 2026.

2026

FULL YEAR FINANCIAL OUTLOOK

Comparable Results1

Updated

($ in millions)

Low

High

Low

High

Net Sales Growth

Adjusted EBITDA

$1,465

$1,515

$1,465

$1,515

Base CAPEX

4% of Net Sales

Adjusted Free Cash Flow

$790

$810

$790

$810

1Comparison period

includes 2025 Net Sales and excludes the impact of the exited Eastern Canadian operations and exited US Office

Coffee Services business.

See exhibit 8 for a reconciliation.

EARNINGS

CONFERENCE CALL

Primo Brands will host a conference call to

discuss these results on Wednesday, August 5, 2026 at 8:00 a.m. Eastern

Time. The Company’s supplemental earnings presentation is now available on the Events & Presentation section of Primo Brands

investor relations website at ir.primobrands.com. Details to access the earnings call and webcast

are below.

North America: (888) 510-2154

International: (437) 900-0527

Conference ID: 31152

Webcast Link: https://app.webinar.net/XeEogPZK8rJ

A slide presentation and live

audio webcast will be available through Primo Brands' website at ir.primobrands.com.

Replay Information:

The earnings conference call will be recorded

and archived for playback on the investor relations section of Primo Brands' website following the event.

ABOUT PRIMO

BRANDS CORPORATION

Primo Brands is a leading North American branded

beverage company focused on healthy hydration, delivering responsibly sourced diversified offerings across products, formats, channels,

price points, and consumer occasions, distributed in every U.S. state and Canada. Primo Brands has a comprehensive portfolio of highly

recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate

through distribution across retail outlets, away from home such as hotels and hospitals, and hospitality and food service accounts, as

well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring®

and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional spring water offerings such as Arrowhead®,

Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo Water® and Sparkletts®,

and flavored and enhanced beverages like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of

innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically

integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching customers

and consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly

sourced hydration solutions direct to home and business customers. Through its Exchange business, consumers can visit approximately 26,500

retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase.

Through its Refill business, consumers have the option to refill empty multi-use bottles at over 23,500 self-service refill stations.

Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is a leader in reusable

beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes

recycled plastic, aluminum, and glass. Primo Brands has a portfolio of over 80 springs and actively manages water resources for a steady

supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the

U.S. and Canada. Primo Brands is proud to partner with the International Bottled Water Association ("IBWA") in North America,

which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo

Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions

following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters

in Tampa, Florida, and Stamford, Connecticut. For more information, please visit www.primobrands.com.

Non-GAAP Measures

To supplement its reporting of financial measures

determined in accordance with generally accepted accounting principles in the United States ("GAAP"), Primo Brands utilizes

certain non-GAAP financial measures. Primo Brands utilizes comparable net sales, which excludes the impact of the exited Eastern Canadian

operations and exited US Office Coffee Services business. Primo Brands also utilizes Adjusted net income (loss), Adjusted net income (loss)

per diluted share, Adjusted EBITDA and Adjusted EBITDA margin to separate the impact of certain items from the underlying business. Because

Primo Brands uses these adjusted financial results in the management of its business, management believes this supplemental information

is useful to

investors for their independent evaluation and understanding of Primo Brands' underlying business performance and the performance

of its management. Primo Brands utilizes net debt and net leverage ratio. Management uses net debt as an assessment of overall liquidity,

financial flexibility, and leverage, and net leverage ratio as an indicator of the Company’s ability to meet its future financial

obligations. Additionally, Primo Brands supplements its reporting of net cash provided by (used in) operating activities from continuing

operations determined in accordance with GAAP by excluding additions to property, plant and equipment and additions to intangible assets

to present free cash flow, and by excluding the additional items identified on the exhibits hereto to present adjusted free cash flow.

Management believes these measures are useful to demonstrate the Company’s ability to generate future cash flows from operations.

See Appendix for definitions of non-GAAP metrics.

The non-GAAP financial measures described

above are in addition to, and not meant to be considered superior to, or a substitute for, Primo Brands' financial statements

prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts

associated with the Company's results of operations as determined in accordance with GAAP. In addition, other companies may

calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to

their most directly comparable GAAP measures included in this press release and the accompanying tables. In addition, the non-GAAP

financial measures included in this earnings announcement reflect management's judgment of particular items, and may be different

from, and therefore may not be comparable to, similarly titled measures reported by other companies. We have not reconciled our

Adjusted EBITDA and Adjusted Free Cash Flow guidance to GAAP net income or loss and cash flows from operations, respectively,

because we do not provide guidance for such GAAP measures due to the uncertainty and potential variability of certain adjusting

items, including stock-based compensation expense, acquired intangible assets and related amortization, income taxes, acquisition,

integration and restructuring expenses, and unrealized (gain) loss on foreign exchange and commodity forwards. Because such items

cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure

guidance to the corresponding GAAP measure. However, such items could have a significant impact on our future GAAP results.

Safe Harbor Statements

This press release contains forward-looking

statements and forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities

Exchange Act of 1934 conveying management’s expectations as to the future based on plans, estimates and projections at the time

Primo Brands makes the statements. Forward-looking statements involve inherent risks and uncertainties and Primo Brands cautions you that

several important factors could cause actual results to differ materially from those contained in any such forward-looking statement.

You can identify forward-looking statements by words such as “may,” “will,” “would,” “should,”

“could,” “expect,” “aim,” “anticipate,” “believe,” “estimate,”

“intend,” “plan,” “predict,” “project,” “seek,” “potential,” “opportunities,”

and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words.

The forward-looking statements contained in this press release include, but are not limited to, statements regarding future financial

and operating trends and results (including Primo Brands' 2026 outlook and resiliency in 2026 and beyond), execution of the Company’s

strategy and Primo Brands' competitive position. The forward-looking statements are

based on assumptions regarding management’s

current plans and estimates. Management believes these assumptions to be reasonable, but there is no assurance that they will prove to

be accurate.

Factors that could cause actual results to

differ materially from those described in this press release include, among others: our ability to manage our expanded operations following

the business combination; we face significant competition in the segment in which we operate; our success depends, in part, on our intellectual

property; we may not be able to consummate acquisitions, or acquisitions may be difficult to integrate, and we may not realize the expected

benefits; our business is dependent on our ability to maintain access to our water sources; our ability to respond successfully to consumer

trends related to our products; the loss or reduction in sales to any significant customer; our packaging supplies and other costs are

subject to price increases; risks related to our common stock; the affiliates of One Rock Capital Partners, LLC own a significant amount

of the voting power of the Company, and their interests may conflict with or differ from the interests of other stockholders; legislative

and executive action risks; risks related to sustainability matters; costs to comply with developing laws and regulations, including

those surrounding the production and use of plastics, as well as related litigation relating to plastics pollution; our products may

not meet health and safety standards or could become contaminated, and we could be liable for injury, illness, or death caused by consumption

of our products; risks related to litigation or legal proceedings; risks related to loss of controlled company status; risks related

to uncertainties regarding the interpretation of tax laws and regulations; and risks associated with our substantial indebtedness.

The foregoing list of factors is not exhaustive.

Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are

urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Primo Brands' Annual

Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the Securities and Exchange Commission. Primo

Brands does not undertake to update or revise any of these statements considering new information or future events, except as expressly

required by applicable law.

Website: ir.primobrands.com

PRIMO BRANDS CORPORATION

EXHIBIT 1

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars, except share and per share amounts)

Unaudited

Three Months

Ended June 30,

Six Months

Ended June 30,

2026

2025

2026

2025

Net sales

$ 1,796.2

$ 1,730.1

$ 3,422.3

$ 3,343.8

Cost of sales

1,247.5

1,189.2

2,408.7

2,281.9

Gross profit

548.7

540.9

1,013.6

1,061.9

Selling, general and administrative expenses

345.5

378.6

682.2

706.4

Acquisition, integration and restructuring expenses

10.0

49.7

30.8

89.5

Other operating expense (income), net

12.9

(0.2 )

(17.7 )

–

Operating income

180.3

112.8

318.3

266.0

Other expense (income), net

1.9

(15.9 )

3.1

(15.8 )

Loss on modification and extinguishment of debt

–

17.7

18.6

Interest and financing expense, net

81.3

81.9

159.6

164.0

Income from continuing operations before income taxes

97.1

46.8

137.9

99.2

Provision for income taxes

27.9

16.3

41.4

34.0

Net income from continuing operations

$ 69.2

$ 30.5

$ 96.5

$ 65.2

Net loss from discontinued operations, net of tax

–

(2.9 )

–

(8.9 )

Net income

$ 69.2

$ 27.6

$ 96.5

$ 56.3

Net income (loss) per common share

Basic:

Continuing operations

$ 0.19

$ 0.08

$ 0.27

$ 0.17

Discontinued operations

$ –

$ (0.01 )

$ –

$ (0.02 )

Net income per common share

$ 0.19

$ 0.07

$ 0.27

$ 0.15

Diluted:

Continuing operations

$ 0.19

$ 0.08

$ 0.26

$ 0.17

Discontinued operations

$ –

$ (0.01 )

$ –

$ (0.02 )

Net income per common share

$ 0.19

$ 0.07

$ 0.26

$ 0.15

Weighted-average shares of common stock outstanding (in thousands)

Basic

362,842

374,796

363,208

377,011

Diluted

365,673

376,815

365,744

379,029

PRIMO BRANDS CORPORATION

EXHIBIT 2

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars, except share amounts)

Unaudited

June 30, 2026

December 31, 2025

ASSETS

Current Assets:

Cash, cash equivalents and restricted cash

$ 366.8

$ 376.9

Trade receivables, net of allowance for expected credit losses of $22.4 and $20.5 as of June 30, 2026 and December 31, 2025, respectively

575.4

431.8

Inventories

257.0

223.5

Prepaid expenses and other current assets

185.0

148.9

Current assets held for sale

32.6

36.7

Total current assets

1,416.8

1,217.8

Property, plant and equipment, net

2,126.6

2,185.5

Operating lease right-of-use-assets, net

513.9

539.3

Goodwill

3,596.7

3,581.9

Intangible assets, net

2,912.2

2,992.7

Other non-current assets

71.4

85.6

Total assets

$ 10,637.6

$ 10,602.8

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Current portion of long-term debt

$ 73.3

Trade payables

556.9

518.9

Accruals and other current liabilities

630.0

597.6

Current portion of operating lease obligations

86.5

92.9

Total current liabilities

1,346.7

1,282.7

Long-term debt, less current portion

5,083.0

5,084.6

Operating lease obligations, less current portion

454.3

474.4

Deferred income taxes

699.3

691.5

Other non-current liabilities

74.1

77.0

Total liabilities

$ 7,657.4

$ 7,610.2

Stockholders' Equity:

Common stock, $0.01 par value, 900,000,000 shares authorized, 362,464,702 shares and 363,940,940 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

$ 3.6

$ 3.7

Additional paid-in capital

5,039.4

5,017.3

Accumulated deficit

(2,050.8 )

(2,014.5 )

Accumulated other comprehensive loss

(12.0 )

(13.9 )

Total stockholders' equity

2,980.2

2,992.6

Total liabilities and stockholders' equity

$ 10,637.6

$ 10,602.8

PRIMO BRANDS CORPORATION

EXHIBIT 3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

Unaudited

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Cash flows from operating activities of continuing operations:

Net income

$ 69.2

$ 27.6

$ 96.5

$ 56.3

Less: Net loss from discontinued operations, net of income taxes

–

(2.9 )

–

(8.9 )

Net income from continuing operations

$ 69.2

$ 30.5

$ 96.5

$ 65.2

Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations:

Depreciation and amortization

142.2

145.3

283.2

273.9

Amortization of debt discount and issuance costs

6.3

7.6

15.1

13.7

Stock-based compensation costs

11.1

12.9

21.0

24.9

Restructuring (gains) charges, net

(4.5 )

2.4

(8.7 )

2.9

Inventory obsolescence expense

3.8

6.0

6.6

7.2

Charge for expected credit losses

10.2

10.3

25.1

17.4

Deferred income taxes

2.4

1.8

6.1

(0.8 )

Unrealized loss (gain) on commodity forwards, net

12.2

(0.9 )

(18.9 )

(2.0 )

Other non-cash items

10.8

(15.5 )

13.5

(12.9 )

Changes in operating assets and liabilities, net of effects of businesses acquired:

Trade receivables

(53.1 )

(91.9 )

(171.9 )

(159.0 )

Inventories

(13.3 )

(3.4 )

(39.1 )

(49.1 )

Prepaid expenses and other current and non-current assets

(16.0 )

(34.9 )

(9.3 )

(0.3 )

Trade payables and accruals and other current and non-current liabilities

46.6

84.8

112.5

12.7

Net cash provided by operating activities of continuing operations

227.9

155.0

331.7

193.8

Cash flows from investing activities of continuing operations:

Purchases of property, plant and equipment

(85.5 )

(53.9 )

(190.0 )

(115.9 )

Purchases of intangible assets

(19.1 )

(17.7 )

(32.7 )

(25.2 )

Acquisitions, net of cash received

(9.1 )

(5.7 )

(20.0 )

(5.7 )

Proceeds from sale of property, plant and equipment

16.8

3.3

33.4

3.4

Proceeds from sale of other assets

–

11.3

–

56.9

Other investing activities

13.0

12.1

14.4

12.7

Net cash used in investing activities of continuing operations

(83.9 )

(50.6 )

(194.9 )

(73.8 )

Cash flows from financing activities of continuing operations:

Proceeds from Term Loans, net of discount

–

659.6

–

Repayment of Term Loans

(7.7 )

(7.8 )

(660.4 )

(15.5 )

Principal payment of finance leases

(9.8 )

(8.6 )

(19.5 )

(15.8 )

Financing fees

(0.1 )

(0.2 )

(2.8 )

(7.7 )

Issuance of common stock

2.4

3.6

4.3

4.8

Common stock repurchased and cancelled

(15.6 )

(101.8 )

(47.8 )

(221.0 )

Dividends paid to common stockholders

(43.5 )

(37.4 )

(87.7 )

(76.0 )

Other financing activities

9.2

(1.8 )

8.2

(3.6 )

Net cash used in financing activities of continuing operations

(65.1 )

(154.0 )

(146.1 )

(334.8 )

Cash flows from discontinued operations:

Net cash (used in) provided by operating activities from discontinued operations

–

(0.6 )

–

2.3

Net cash provided by (used in) investing activities from discontinued operations

–

6.7

–

(1.3 )

Net cash provided by financing activities from discontinued operations

–

1.0

–

3.4

Net cash provided by discontinued operations

–

7.1

–

4.4

Effect of exchange rates on cash, cash equivalents and restricted cash

(0.3 )

1.6

(0.8 )

2.1

Net increase (decrease) in cash, cash equivalents and restricted cash

78.6

(40.9 )

(10.1 )

(208.3 )

Cash and cash equivalents and restricted cash, beginning of period

288.2

453.3

376.9

620.7

Cash and cash equivalents and restricted cash, end of period

$ 366.8

$ 412.4

$ 366.8

$ 412.4

Cash and cash equivalents and restricted cash of discontinued operations, end of period

–

0.4

–

0.4

Cash and cash equivalents and restricted cash of continuing operations, end of period

$ 366.8

$ 412.0

$ 366.8

$ 412.0

PRIMO BRANDS CORPORATION

EXHIBIT 4

NET SALES BY WATER TYPE

(in millions of U.S. dollars)

Unaudited

For the Three Months Ended

For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Regional spring water

$ 911.0

$ 875.1

$ 1,712.2

$ 1,669.2

Purified water

556.1

545.6

1,067.3

1,060.0

Premium water

114.2

87.5

219.7

161.4

Other water

31.8

35.2

62.3

70.0

Other

183.1

186.7

360.8

383.2

Total net sales

$ 1,796.2

$ 1,730.1

$ 3,422.3

$ 3,343.8

PRIMO BRANDS CORPORATION

EXHIBIT 5

SUPPLEMENTARY INFORMATION - NON-GAAP - EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION

(EBITDA)

(in millions of U.S. dollars, except percentage amounts)

Unaudited

Three

Months Ended June 30,

Six

Months Ended June 30,

2026

2025

2026

2025

Net income from continuing operations

$ 69.2

$ 30.5

$ 96.5

$ 65.2

Interest and financing expense, net

81.3

81.9

159.6

164.0

Provision for income taxes

27.9

16.3

41.4

34.0

Depreciation and amortization

142.2

145.3

283.2

273.9

EBITDA

$ 320.6

$ 274.0

$ 580.7

$ 537.1

Acquisition, integration and restructuring expenses (a) 1

26.3

72.8

67.5

112.6

Stock-based compensation costs (b)

11.1

12.9

21.0

24.9

Unrealized loss (gain) on foreign exchange and commodity forwards, net (c)

14.9

(0.2 )

(13.6 )

–

Loss on disposal of property plant and equipment, net (d)

8.3

1.9

10.2

3.4

Loss on modification and extinguishment of debt (e)

–

17.7

18.6

Purchase accounting adjustments (f)

–

1.2

Other adjustments, net (g)

3.8

5.3

7.5

10.4

Adjusted EBITDA

$ 385.0

$ 366.7

$ 691.0

$ 708.2

Net sales

$ 1,796.2

$ 1,730.1

$ 3,422.3

$ 3,343.8

Adjusted EBITDA margin %

21.4 %

21.2 %

20.2 %

21.2 %

For

the Three Months Ended June 30,

Six

Months Ended June 30,

Location in Consolidated Statements of Operations

2026

2025

2026

2025

(Unaudited)

(a) Acquisition, integration and restructuring expenses 1

Acquisition, integration and restructuring expenses

$ 10.0

$ 49.7

$ 30.8

$ 89.5

Cost of sales

16.3

23.1

36.7

23.1

(b) Stock-based compensation costs

Selling, general and administrative expenses

11.1

12.9

21.0

24.9

Other expense (income), net

2.0

–

4.1

–

Other operating expense (income), net

12.9

(0.2 )

(17.7 )

–

(d) Loss on disposal of property plant and equipment, net

Cost of sales

6.4

2.3

8.3

3.8

Selling, general and administrative expenses

1.9

(0.4 )

1.9

(0.4 )

(e) Loss on modification and extinguishment of debt

Loss on modification and extinguishment of debt

–

17.7

18.6

(f) Purchase accounting adjustments

Cost of sales

–

1.2

(g) Other adjustments, net

Other expense (income), net

(0.1 )

(15.8 )

(1.0 )

(15.8 )

Cost of sales

–

12.5

–

12.5

Selling, general and administrative expenses

3.9

8.6

8.5

13.7

1 Amounts include labor related costs.

PRIMO BRANDS CORPORATION

EXHIBIT 6

SUPPLEMENTARY INFORMATION - NON-GAAP - FREE CASH FLOW AND ADJUSTED FREE CASH FLOW

(in millions of U.S. dollars)

Unaudited

For the Three Months

Ended June 30,

2026

2025

Net cash provided by operating activities of continuing operations

$ 227.9

$ 155.0

Less: Additions of property, plant and equipment

(85.5 )

(53.9 )

Less: Additions of intangible assets

(19.1 )

(17.7 )

Free cash flow

$ 123.3

$ 83.4

Acquisition, integration and restructuring cash costs

38.3

62.0

Integration capital expenditures

35.0

23.3

Natural disaster related capital expenditures

0.2

–

Debt restructuring costs

0.2

0.8

Tariff refunds related to property, plant and equipment

3.1

0.2

Adjusted free cash flow

$ 200.1

$ 169.7

For the Six Months

Ended June 30,

2026

2025

Net cash provided by operating activities of continuing operations

$ 331.7

$ 193.8

Less: Additions to property, plant and equipment

(190.0 )

(115.9 )

Less: Additions to intangible assets

(32.7 )

(25.2 )

Free cash flow

$ 109.0

$ 52.7

Acquisition, integration and restructuring cash costs

110.1

127.2

Integration capital expenditures

82.2

26.1

Natural disaster related capital expenditures

7.4

–

Debt restructuring costs

16.2

18.2

Tariff refunds related to property, plant and equipment

3.8

0.2

Adjusted free cash flow

$ 328.7

$ 224.4

PRIMO BRANDS CORPORATION

EXHIBIT 7

SUPPLEMENTARY INFORMATION-NON-GAAP-ADJUSTED NET INCOME AND ADJUSTED EPS

(in millions of U.S. dollars, except share amounts)

Unaudited

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income from continuing operations

$ 69.2

$ 30.5

$ 96.5

$ 65.2

Adjustments:

Amortization expense of customer lists and definite-lived trade names

28.5

46.5

60.5

68.6

Acquisition, integration and restructuring expenses

26.3

72.8

67.5

112.6

Stock-based compensation costs

11.1

12.9

21.0

24.9

Unrealized loss (gain) on foreign exchange and commodity forwards, net

14.9

(0.2 )

(13.6 )

–

Loss on modification and extinguishment of debt

–

17.7

18.6

Purchase accounting adjustments

–

1.2

Other adjustments, net

3.8

5.3

7.5

10.4

Tax impact of adjustments1

(19.6 )

(30.7 )

(37.0 )

(52.5 )

Adjusted net income

$ 134.2

$ 137.1

$ 220.1

$ 249.0

Earnings Per Share (as reported)

Net income from continuing operations

$ 69.2

$ 30.5

$ 96.5

$ 65.2

Basic EPS

$ 0.19

$ 0.08

$ 0.27

$ 0.17

Diluted EPS

$ 0.19

$ 0.08

$ 0.26

$ 0.17

Weighted average shares of common stock outstanding (in thousands)

Basic

362,842

374,796

363,208

377,011

Diluted

365,673

376,815

365,744

379,029

Adjusted Earnings Per Share (Non-GAAP)

Adjusted net income from continuing operations (Non-GAAP)

$ 134.2

$ 137.1

$ 220.1

$ 249.0

Adjusted diluted EPS (Non-GAAP)

$ 0.37

$ 0.36

$ 0.60

$ 0.66

Weighted average shares of common stock outstanding (in thousands)

Basic

362,842

374,796

363,208

377,011

Diluted weighted average common shares outstanding (in thousands) (Non-GAAP)2

365,673

376,815

365,744

379,029

1 The tax effect for adjusted net income is based upon an analysis of the statutory tax treatment and the applicable tax rate for the jurisdiction in which the pre-tax adjusting items incurred and for which realization of the resulting tax benefit (if any) is expected. A reduced or 0% tax rate is applied to jurisdictions where we do not expect to realize a tax benefit due to a history of operating losses or other factors resulting in a valuation allowance related to deferred tax assets.

2 For the periods presented, the non-GAAP diluted weighted average shares of common stock outstanding equaled the reported diluted weighted average shares of common stock outstanding.

PRIMO BRANDS CORPORATION

EXHIBIT 8

SUPPLEMENTARY INFORMATION - NON-GAAP - COMPARABLE NET SALES GROWTH

(in millions of U.S. dollars, except percentage amounts)

Unaudited

Low

High

2025 Net sales

$ 6,664.0

Impact of Eastern Canadian operations1

(3.6 )

Impact of US Office Coffee Services Business (OCS)2

(25.5 )

2025 Comparable Net sales3

6,634.9

2026 Estimated Comparable Net sales increase from 2025

133.4

265.4

2026 Estimated Comparable Net sales

$ 6,768.3

$ 6,900.3

2026 Estimated Comparable Net sales growth

2 %

4 %

1 Represents Net sales impact of the exited Eastern Canadian operations for the fiscal year ended December 31, 2025.

2 Represents Net sales impact of the exited US Office Coffee Services Business for the fiscal year ended December 31, 2025.

3 The Company has revised its presentation of 2025 Comparable Net Sales in order to exclude the impact of the exited Eastern Canadian operations and exited US Office Coffee Services business. As a result of this change, the Company's 2025 Comparable Net Sales as disclosed in this press release differs from the comparable metric disclosed in previous presentations.

PRIMO BRANDS CORPORATION

EXHIBIT 9

SUPPLEMENTARY INFORMATION- NET LEVERAGE RATIO

(in millions of U.S. dollars, except financial ratios)

Unaudited

For the Fiscal Year Ended

December 31, 20251

Net income from continuing operations

$ 80.4

Interest and financing expense, net

326.5

Provision for income taxes

64.6

Depreciation and amortization

610.2

EBITDA

$ 1,081.7

Acquisition, integration and restructuring expenses

271.8

Stock-based compensation costs

49.9

Intangible asset impairment

35.6

Unrealized loss on foreign exchange and commodity forwards, net

4.4

Loss on disposal of property, plant and equipment, net

17.4

Loss on modification and extinguishment of debt

18.6

Purchase accounting adjustments

1.2

Proceeds from insurance settlements

(47.3 )

Other adjustments, net

13.5

2025 Adjusted EBITDA

$ 1,446.8

Less: Q2 2025 YTD Adjusted EBITDA 2

$ 708.2

Plus: Q2 2026 YTD Adjusted EBITDA 2

$ 691.0

Adjusted EBITDA Q2 2026 TTM 3

$ 1,429.6

June 30 2026

Total debt

$ 5,156.3

Unamortized debt costs and discounts

93.7

Total debt, excluding unamortized debt costs and discounts

$ 5,250.0

Unrestricted cash 4

366.5

Net debt

$ 4,883.5

Net leverage ratio 5

3.42 x

1 Represents the Adjusted EBITDA of Primo Brands Corporation obtained from the 2025 Press Release filed February 26, 2026.

2 Refer to Exhibit 5 for reconciliation.

3 Represents YTD Q4 2025 less YTD Q2 2025 plus YTD Q2 2026 resulting in twelve months of data.

4 Unrestricted cash defined as cash and cash equivalents as of June 30, 2026 of $366.8 million less restricted cash of $0.3 million.

5 Net leverage ratio defined as total principal indebtedness, excluding unamortized debt costs and unamortized discount, less unrestricted cash ("net debt") divided by TTM Adjusted EBITDA.

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