Primo Brands Corp 10-Q for FY2026 Q3
Primo Brands Corp (PRMB)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Primo Brands Corp filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Primo Brands reported nine-month net sales of $5,243.3 million, up 2.6%, and net income from continuing operations of $221.0 million versus $105.7 million, while gross margin declined to 29.9% from 31.1%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.82B
- up 3.1% from $1.77B a year earlier
- Net income
- $124.5M
- up 641.1% from net income of $16.8M a year earlier
- Diluted EPS
- $0.34
- up 750.0% from $0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
_______________________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ___________
Commission file number 001-42404
_________________________
(Exact name of registrant as specified in its charter)
_________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices, including zip code) | ||||||||
Registrant’s telephone number, including area code: (813) 544-8515
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s Class A common stock outstanding as of November 3, 2026 was 361,548,061 .
TABLE OF CONTENTS
Forward-Looking Statements
There are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained herein may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained herein include, but are not limited to, statements regarding our expectations and objectives for future operations, anticipated benefits from the Transaction (as defined in Note 2 - "Summary of Significant Accounting Policies"), growth opportunities, integration efforts, diversification of customer base, customer relationships, sustainability goals, service efficiency and costs, route density and network optimization, attraction and retention of associates, e-commerce capabilities, availability of packaging and source materials, the outcome of pending litigation, contract negotiations, capital resources, payment of dividends, liquidity and effects of recent federal legislation.
The forward-looking statements contained herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, those discussed under "Risk Factors" in Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report") as well as in any subsequent filings. The forward-looking statements contained herein are based upon information available to us as of the date of this filing, and while we believe such information is a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q ("Form 10-Q") and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q with the understanding that our actual future results, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.
The trademarks and service marks that we own or have the right to use include, among others, Poland Spring®, Pure Life®, Arrowhead®, Deer Park®, Ice Mountain®, The Mountain Valley®, Ozarka®, Primo Water®, Saratoga®, Sparkletts®, Zephyrhills®, AC+ION®, and Splash Refresher™. Solely for convenience, in some cases, the trademarks, service marks, and trade names referred to in this Form 10-Q are listed without the applicable ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, service marks, and trade names.
PART I - FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS (UNAUDITED) | ||||
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
| ($ in millions, except share and per share amounts) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
Trade receivables, net of allowance for expected credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use-assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Trade payables | |||||||||||
| Accruals and other current liabilities | |||||||||||
| Current portion of operating lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Operating lease obligations, less current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' Equity: | |||||||||||
Common stock, $ | $ | $ | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
5
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions, except share and per share values) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Acquisition, integration and restructuring expenses | |||||||||||||||||||||||||||||
| Other operating income, net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||||||||||||||
| Loss on modification and extinguishment of debt | |||||||||||||||||||||||||||||
| Interest and financing expense, net | |||||||||||||||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||||||||
| Net income from continuing operations | |||||||||||||||||||||||||||||
| Net loss from discontinued operations, net of tax | ( | ( | |||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income (loss) per common share | |||||||||||||||||||||||||||||
Basic: | |||||||||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||
| Discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Net income per common share | $ | $ | $ | $ | |||||||||||||||||||||||||
Diluted: | |||||||||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||
| Discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Net income per common share | $ | $ | $ | $ | |||||||||||||||||||||||||
| Weighted-average common stock outstanding (in thousands) | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
6
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||||||||
| Net change in foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||
Net unrealized actuarial loss in postretirement benefit plans1 | ( | ( | ( | ( | |||||||||||||||||||||||||
Unrealized (loss) gain on fair value hedges, net of tax2 | ( | ( | ( | ||||||||||||||||||||||||||
Unrealized gain on interest rate swaps, net of tax3 | |||||||||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | |||||||||||||||||||||||||||
Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||||||||
1 Tax impact for all periods was immaterial.
2 Net of tax impact of $0.3 million and $1.0 million for the three and nine months ended September 30, 2026, respectively. Net of tax impact of $0.9 million and $0.2 million for the three and nine months ended September 30, 2025, respectively.
3 Net of tax impact of $0.3 million and $1.0 million for the three and nine months ended September 30, 2026, respectively. There was no
The accompanying notes are an integral part of these condensed consolidated financial statements
7
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: Net loss from discontinued operations, net of income taxes | ( | ( | |||||||||||||||||||||||||||
| Net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||
| Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations: | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Amortization of debt discount and issuance costs | |||||||||||||||||||||||||||||
| Stock-based compensation costs | |||||||||||||||||||||||||||||
| Restructuring (gains) charges, net | ( | ( | |||||||||||||||||||||||||||
| Inventory obsolescence expense | |||||||||||||||||||||||||||||
| Charge for expected credit losses | |||||||||||||||||||||||||||||
| Deferred income taxes | ( | ||||||||||||||||||||||||||||
| Unrealized gain on commodity forwards, net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Other non-cash items | ( | ( | |||||||||||||||||||||||||||
| Changes in operating assets and liabilities, net of effects of businesses acquired: | |||||||||||||||||||||||||||||
| Trade receivables | ( | ( | |||||||||||||||||||||||||||
| Inventories | ( | ( | ( | ||||||||||||||||||||||||||
| Prepaid expenses and other current and non-current assets | ( | ||||||||||||||||||||||||||||
| Trade payables and accruals and other current and non-current liabilities | ( | ( | |||||||||||||||||||||||||||
| Net cash provided by operating activities of continuing operations | |||||||||||||||||||||||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||||||||||||||||||||
| Purchases of property, plant and equipment | ( | ( | ( | ( | |||||||||||||||||||||||||
| Purchases of intangible assets | ( | ( | ( | ( | |||||||||||||||||||||||||
| Acquisitions, net of cash received | ( | ( | ( | ( | |||||||||||||||||||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||||||||||||||||||||
| Proceeds from sale of other assets | |||||||||||||||||||||||||||||
| Proceeds from insurance settlements | |||||||||||||||||||||||||||||
| Other investing activities | ( | ||||||||||||||||||||||||||||
| Net cash used in investing activities of continuing operations | ( | ( | ( | ( | |||||||||||||||||||||||||
8
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Unaudited
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Term Loans, net of discount | |||||||||||||||||||||||||||||||||||||||||
Repayment of Term Loans | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Principal payment of finance leases | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Financing fees | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and cancelled | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Dividends paid to common stockholders | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Other financing activities | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net cash used in financing activities of continuing operations | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Cash flows from discontinued operations: | |||||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities from discontinued operations | |||||||||||||||||||||||||||||||||||||||||
| Net cash used in investing activities from discontinued operations | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net cash used in financing activities from discontinued operations | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net cash provided by discontinued operations | |||||||||||||||||||||||||||||||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents and restricted cash of discontinued operations, end of period | |||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents and restricted cash of continuing operations, end of period | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment and intangible assets included in trade payables and accruals and other current liabilities | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Dividends payable issued through accounts payable and accrued liabilities | |||||||||||||||||||||||||||||||||||||||||
| Financing lease right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||||||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||||||||||||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||||||||||||||||||||||||||
| Cash paid for interest, net of interest capitalized | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Cash paid for income taxes | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
9
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Unaudited
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| ($ and shares in millions) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and cancelled | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Equity Incentive Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| ($ and shares in millions) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common stock repurchased and cancelled | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Equity Incentive Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
10
PRIMO BRANDS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Continued)
Unaudited
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| ($ and shares in millions) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and cancelled | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Equity Incentive Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||
| ($ and shares in millions) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common stock repurchased and cancelled | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Equity Incentive Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued - Employee Stock Purchase Plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
11
PRIMO BRANDS CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
NOTE 1—DESCRIPTION OF THE BUSINESS
Primo Brands Corporation ("we", "Primo Brands" or the "Company") 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.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and in accordance with U.S. generally accepted accounting principles ("U.S. GAAP" or “GAAP”) for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of our results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. The Consolidated Balance Sheet as of December 31, 2025 included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). This Quarterly Report on Form 10-Q should be read in conjunction with the annual audited Consolidated Financial Statements and accompanying notes in the 2025 Annual Report. The accounting policies used in these interim unaudited Condensed Consolidated Financial Statements are consistent with those used in the annual Consolidated Financial Statements.
The presentation of these interim unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes.
Basis of Consolidation
The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company applies the equity method of accounting for investments in which the Company is able to exercise significant influence and applies the cost method for
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investments in which the Company does not have significant influence and does not have readily determinable fair values. Certain prior period amounts have been reclassified to conform with the 2026 presentation.
The Transaction
Discontinued Operations
Prior to the Transaction, Primo Water divested a portion of its European business and, upon completion of the Transaction, its remaining international businesses including Decantae Mineral Water Limited, Fonthill Waters Ltd, and portions of the Eden Springs Netherlands B.V. business located in Israel and the United Kingdom (collectively the "Remaining International Businesses"). On November 25, 2024, the Company sold its interests in the Decantae Mineral Water Limited and Fonthill Waters Ltd businesses. On April 11, 2025, the Company sold its interest in the Eden Springs Netherlands B.V. business located in the United Kingdom. On October 23, 2025, the Company sold its interest in the Eden Springs Netherlands B.V. business located in Israel. Following completion of these sales, the Company no longer has operations outside of North America. As a result, all financial statements and disclosures for the year 2026 reflect only the ongoing North American business activities. The results of operations and the assets and liabilities associated with the Remaining International Businesses were previously reported as discontinued operations in accordance with U.S. GAAP through the end of 2025. Additional details regarding the sale and discontinued operations can be found in Note 3 – "Assets Held for Sale and Discontinued Operations."
Estimates
The presentation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. Such estimates include those related to sales incentives recorded against revenue, valuation of assets and liabilities in connection with acquisitions, collectability of trade receivables, self-insurance reserves, inventory obsolescence expense, realizability of deferred tax assets, useful lives of property, plant and equipment and intangible assets, fair value of reporting units in connection with the annual goodwill and indefinite-lived intangible asset assessments and the incremental borrowing rate related to lease obligations.
Revenue Recognition
The Company’s principal source of revenue is bottled water and beverage sales to customers primarily in the United States. Revenue is recognized when a customer obtains control of promised goods (the obligation), which may be upon shipment of goods or upon delivery to the customer as defined in the customer contract or purchase order. Revenue is recognized at an amount that reflects the consideration the Company expects to receive in exchange for those goods. Amounts collected from customers for sales taxes are excluded from the transaction price. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when the customer receives the benefit of the performance obligation (the Company has only one obligation).
The nature of the Company’s contracts give rise to variable consideration including volume-based rebates, growth incentives, point of sale promotions, and other trade promotional discounts (sales incentives). For certain sales incentives, the accrual recorded by the Company for the rebate or discount that will be granted to the customer, requires significant estimation. The critical assumptions used in estimating the sales incentive accruals include the Company’s estimate of expected levels of performance and redemption rates, which requires judgment. These assumptions are developed based upon the historical performance of the customer's participation with similar types of promotions adjusted for current trends. These estimated sales incentives are included in the transaction price of the Company’s contracts with customers as a reduction within net sales and are included as either a reduction in accounts receivable if the customer is entitled to take a deduction on their payment, or as accrued sales incentives in accruals and other current liabilities if the Company anticipates needing to pay the customer.
As of September 30, 2026 and December 31, 2025, estimated discounts reflected in Trade receivables, net of allowance for expected credit losses in the Condensed Consolidated Balance Sheets were $73.8 million and $55.8 million, respectively.
As of September 30, 2026 and December 31, 2025, accrued sales incentive obligations reflected in Accruals and other current liabilities in the Condensed Consolidated Balance Sheets were $51.1 million and $36.2 million, respectively.
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Fair Value Measurements
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.
To measure fair value of assets and liabilities, the Company uses the following fair value hierarchy based on three levels of inputs:
•Level 1 — observable inputs, such as quoted prices in active markets for identical assets or liabilities;
•Level 2 — significant other observable inputs that are observable either directly or indirectly; and
•Level 3 — significant unobservable inputs for which there are little or no market data, which require the Company to develop its own assumptions.
Cash and cash equivalents, trade receivables, net and accounts payable are carried at cost, which approximates their fair value because of their short-term maturity. See Note 11 - "Fair Value Measurements" for discussion of certain financial liabilities that are not measured at fair value.
Determining which category an asset or liability falls within this hierarchy requires judgment. The Company evaluates its hierarchy disclosures each period disclosures are presented.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, to provide entities with a practical expedient when estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance is effective for the Company for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. During the three months ended March 31, 2026, the Company prospectively adopted ASU 2025-05 and elected the practical expedient. The adoption did not have a material impact on the Condensed Consolidated Financial Statements.
The Company did not adopt any new accounting pronouncements during the three months ended September 30, 2026.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to modify the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. This guidance is effective for the Company no later than June 30, 2027. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03, as amended by ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this update can be applied either (i) prospectively to financial statements issued for reporting periods after the effective date or (ii) retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to clarify the accounting for costs related to internal-use software by removing all references to project stages and clarifying the threshold entities apply to begin capitalization. This guidance is effective for the Company for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, to clarify the scope of derivative accounting and to reduce diversity in the accounting for share-based payments in revenue contracts. This guidance is effective for the Company for fiscal years
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beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of the Company's risk management activities. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, including interim periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which includes amendments to clarify interim reporting requirements and applicability of Topic 270 and codifies a principle requiring disclosure of material events and changes since the most recent annual reporting period. This guidance is effective for the Company for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes technical corrections and clarifications across multiple Topics in the Accounting Standards Codification. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, including interim periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes new accounting and disclosure requirements for environmental credits and environmental credit obligations, including guidance related to recognition, measurement, presentation, and disclosure. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the impact of adoption of this standard on its Condensed Consolidated Financial Statements.
NOTE 3—ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Discontinued Operations
Following completion of the Transaction, Primo Water's Remaining International Businesses were presented as discontinued operations on the Condensed Consolidated Financial Statements. During the nine months ended September 30, 2025, the Company recorded a charge of $44.8 million to reduce the carrying value of its Eden Springs Netherlands B.V. business located in Israel to fair value less costs to sell. During the year ended December 31, 2025, the Company completed the sales of the Remaining International Businesses and no longer has operations outside of North America. For the periods presented, there were no
Continuing Operations Assets Held for Sale
NOTE 4—DEBT
Term Loans
On March 31, 2026, Primo Brands entered into an amendment (the “Fifth Amendment”), which amended that certain First Lien Credit Agreement, dated as of March 31, 2021 (as amended prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement,” and as further amended by the Fifth Amendment, the “Amended Credit Agreement” and such term loans thereunder, the "Term Loans"), by and among the Company, as the parent borrower, Triton Water Holdings, Inc. and Primo Water Holdings Inc., as borrowers (collectively, together with the Company, the “Borrowers”), the other
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guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent, and the other lenders party thereto.
The Fifth Amendment amended the Existing Credit Agreement to, among other things, refinance the Company’s then-existing Term Loans (maturing in March 2028) with a new senior secured first lien term loan facility (the “Refinancing Term Facility”) resulting in Term Loans in an aggregate principal amount of $3,090.0 million and to make related changes to effect such refinancing. The Refinancing Term Facility will mature in March 2031 and will amortize in equal quarterly installments in an amount equal to 1.00 % per annum of the principal amount. The proceeds of the Refinancing Term Facility were used to repay and refinance the existing Term Loans outstanding under the Existing Credit Agreement and to pay fees, commissions, costs, expenses, and other amounts related thereto.
The interest rate applicable to borrowings under the Refinancing Term Facility will be, at the Company’s option, either (1) the base rate (which is the highest of (x) the overnight federal funds rate, plus 0.50 %, (y) the prime rate on such day, and (z) the one-month Secured Overnight Financing Rate (“SOFR”) published on such date, plus 1.00 %), plus an applicable margin, or (2) one-, three- or six-month SOFR, plus an applicable margin. The applicable margin for SOFR loans under the Refinancing Term Facility will be 2.75 %. The Refinancing Term Facility is subject to a SOFR floor of 0.50 %.
Immediately prior to the Fifth Amendment, the outstanding balance of the then existing Term Loans was $3,067.6 million. The Fifth Amendment refinanced this balance into $3,090.0 million of Term Loans, representing a net principal increase of $22.4 million.
In connection with the Fifth Amendment, the Company assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. The Company recorded an unamortized debt discount of $15.5 million and unamortized debt issuance costs of $2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss of nil and $17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026.
As of September 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $47.3 million and $39.4 million, respectively.
Debt Covenants
The Term Loans contain customary negative covenants including, but not limited to, restrictions on the ability of the Company and its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, optionally prepay or modify terms of certain junior indebtedness, sell or otherwise transfer certain assets, or enter into transactions with affiliates (in each case subject to permitted exceptions).
The revolving credit facility which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and matures in February 2030 (subject to a springing maturity based on conditions set forth in the Amended Credit Agreement) (the "Revolving Credit Facility") contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter.
Under the indentures governing the Company's outstanding senior notes, the Company is subject to a number of covenants, including covenants that limit the Company and certain of its subsidiaries’ ability, subject to certain exceptions and qualifications, to, among other things, (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's subsidiaries as unrestricted subsidiaries. The covenants are substantially similar across each series of the
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Company's senior notes. Many of the covenants contained in the indentures will not be applicable, and the guarantees of certain senior notes will be released, during any period when the notes have an investment grade rating.
The Company was in compliance with all covenants under the agreements governing its indebtedness as of September 30, 2026.
NOTE 5—STOCKHOLDERS' EQUITY
Common Stock Dividend Payments
On February 18, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on March 6, 2026 which was paid in cash on March 23, 2026.
On April 28, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on June 4, 2026, which was paid in cash on June 15, 2026.
On July 28, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on August 24, 2026, which was paid in cash on September 8, 2026.
Share Repurchase Program
On August 6, 2025, the Board of Directors approved a share repurchase program of $250.0 million of the Company's outstanding Class A common stock (the "Share Repurchase Program"). On November 9, 2025, the Board of Directors approved an increase of $50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $300.0 million worth of the Company's Class A common stock.
During the three and nine months ended September 30, 2026, the Company repurchased 942,829 and 3,189,947 shares, respectively, of its Class A common stock for an aggregate purchase price of approximately $22.1 million and $66.6 million, respectively, including commissions paid to brokers, through open market transactions and a discretionary repurchase from Triton Water Equity Holdings (as defined below) under the Share Repurchase Program.
During both the three and nine months ended September 30, 2025, the Company repurchased 3,011,204 73.2
Shares purchased under this plan were subsequently retired. As of September 30, 2026, the Company had $40.8 million of authorization remaining under the Share Repurchase Program.
Share Repurchases
On August 5, 2026, the Company entered into a stock purchase agreement (the "August 2026 Stock Purchase Agreement") with Triton Water Equity Holdings, LP, a Delaware limited partnership ("Triton Water Equity Holdings"), which is an affiliate of One Rock Capital Partners, LLC. Pursuant to the August 2026 Stock Purchase Agreement, the Company agreed to repurchase 410,340 shares of Class A common stock, as part of the Share Repurchase Program, from Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the August 2026 Offering (as defined below). The share repurchase closed concurrently with the August 2026 Offering on August 7, 2026 for an aggregate purchase price of approximately $10.0 million. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On August 6, 2026, the Company entered into an underwriting agreement with Triton Water Equity Holdings and Morgan Stanley & Co. LLC, as underwriter, in connection with the underwritten secondary offering by Triton Water Equity Holdings of 20,000,000 shares of Class A common stock at a price of $24.37 per share (the "August 2026 Offering"). The August 2026 Offering closed on August 7, 2026. Triton Water Equity Holdings received all of the proceeds from the August 2026 Offering. No shares were sold by the Company.
On March 10, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Triton Water Parent Holdings, LP and its affiliates (the "Sponsor Stockholder") and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of the Company’s Class A common stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $29.50 per share (the "March 2025 Offering"). The March 2025 Offering closed on March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the March 2025 Offering.
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No shares were sold by the Company. Following the March 2025 Offering, the Company was no longer considered a controlled company.
Pursuant to the Underwriting Agreement, the Company agreed to purchase 4,000,000 shares of its Class A common stock for approximately $114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the March 2025 Offering. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On May 7, 2025, the Company entered into a stock purchase agreement (the "May 2025 Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings. Pursuant to the May 2025 Stock Purchase Agreement, the Company agreed to repurchase 3,157,562 shares of Class A common stock from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May 2025 Offering (as defined below). The share repurchase closed concurrently with the May 2025 Offering on May 12, 2025 for an aggregate purchase price of approximately $100.0 million. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On May 8, 2025, the Company entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $31.67 per share (the "May 2025 Offering"). The May 2025 Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May 2025 Offering. No shares were sold by the Company.
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Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) ("AOCI") represents gains and losses affecting stockholders' equity that are not reflected on the Condensed Consolidated Statements of Operations. The Company uses the portfolio approach for releasing income tax effects from AOCI.
The following table reflects the changes in AOCI, net of taxes, by component for the periods presented:
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($ in millions) ¹ | Gains and Losses On Derivative Instruments | Cumulative Translation Adjustment | Postretirement Benefit Plan Items | Total | ||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| OCI before reclassifications | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||||||||||||||
| Net current-period OCI | ( | ( | ||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| OCI before reclassifications | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||||||||||||||
| Net current-period OCI | ( | ( | ||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| OCI before reclassifications | ( | ( | ( | |||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||||||||||||||
| Net current-period OCI | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| OCI before reclassifications | ( | |||||||||||||||||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||||||||||||||
| Net current-period OCI | ( | ( | ||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
¹ All amounts are net of tax. Amounts in parentheses indicate debits.
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The following table reflects the amounts reclassified out of AOCI, net of taxes, by component for the periods presented:
($ in millions) | For the Three Months Ended | For the Nine Months Ended | Affected Line Item in the Statement Where Net Income Is Presented | ||||||||||||||||||||||||||||||||||||||
| Details of AOCI Components | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Gains and losses reclassified from AOCI | |||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts¹ | $ | ( | $ | ( | $ | ( | $ | ( | Other (income) expense, net | ||||||||||||||||||||||||||||||||
Cumulative translation adjustment | ( | Net loss from discontinued operations, net of tax | |||||||||||||||||||||||||||||||||||||||
Interest rate swaps2 | Interest and financing expense, net | ||||||||||||||||||||||||||||||||||||||||
Recognized actuarial gains2 | Interest and financing expense, net | ||||||||||||||||||||||||||||||||||||||||
Total reclassification for the period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
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1 Amount is net of tax impact of $0.6 million and $1.6 million for the three and nine months ended September 30, 2026, respectively. Amount is net of tax impact of $0.6 million and $1.8 million for the three and nine months ended September 30, 2025, respectively. Tax impact is recorded within Provision for income taxes on the Condensed Consolidated Statements of Operations.
2 Tax impact of this income for all periods was immaterial.
NOTE 6—INCOME TAXES
Income tax expense was $46.2 million on pre-tax income of $170.7 million for the three months ended September 30, 2026, as compared to income tax expense of $26.4 million on pre-tax income of $66.9 million in the comparable prior year period. The effective income tax rate for the three months ended September 30, 2026 was 27.1 % compared to 39.5 % in the comparable prior year period.
Income tax expense was $87.6 million on pre-tax income of $308.6 million for the nine months ended September 30, 2026, as compared to income tax expense of $60.4 million on pre-tax income of $166.1 million in the comparable prior year period. The effective income tax rate for the nine months ended September 30, 2026 was 28.4 % compared to 36.4 % in the comparable prior year period.
The effective tax rate for the three and nine months ended September 30, 2026 varied from the effective tax rate in the comparable prior year period due primarily to a decrease in non-deductible expenses for which the Company has not recognized a tax benefit.
The effective tax rate for the three and nine months ended September 30, 2026 varied from the U.S. statutory rate due primarily to non-deductible expenses for which the Company has not recognized a tax benefit.
NOTE 7—STOCK-BASED COMPENSATION
During the nine months ended September 30, 2026, the Company granted 84,084 shares of Class A common stock with an aggregate grant date fair value of approximately $1.7 million to the non-management members of its Board of Directors under the Primo Brands Corporation Equity Incentive Plan. The shares of Class A common stock were issued in consideration of the directors’ fees and were fully vested upon issuance or deferral.
NOTE 8—REVENUE RECOGNITION
Disaggregation of Revenue
The Company's primary geographic market is North America with sales in the United States accounting for 98.6 98.4
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Disaggregation of net sales by water type for the periods presented is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Regional spring water | $ | $ | $ | $ | |||||||||||||||||||
Purified water | |||||||||||||||||||||||
Premium water | |||||||||||||||||||||||
Other water | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
The Company does not have any material contract assets or liabilities as of September 30, 2026 and December 31, 2025.
NOTE 9—ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES
Transaction costs include those associated with the Transaction, including subsequent costs directly related to its consummation. Other acquisition expenses include costs associated with our acquisitions, as well as costs incurred on potential acquisitions. Integration and restructuring expenses mainly include costs incurred to achieve post-Transaction synergies, information technology implementation costs, and costs incurred on business optimization, among others.
In connection with the closing of the Transaction, the Board of Directors authorized a series of cost cutting measures which are expected to continue through 2026. These restructuring costs are expected to result in a range of approximately $75.0 million to $100.0 million of aggregate charges, which are anticipated to include $47.0 million to $55.0 million of one-time cash termination benefits as well as costs associated with the decommissioning of facilities and the early termination of leases. This range excludes the impact of any gains resulting from the sale of facilities. As of December 31, 2025, management had incurred $42.6 million in total of one-time cash termination benefits associated with the plan and no further cash termination benefit costs are expected. No such cash termination benefit costs were incurred during the nine months ended September 30, 2026.
The following table summarizes the components of Acquisition, integration and restructuring expenses on the Condensed Consolidated Statements of Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Transaction costs | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other acquisition expenses | ||||||||||||||||||||||||||||||||||||||
| Other integration expenses | ||||||||||||||||||||||||||||||||||||||
| Total acquisition and integration expenses | ||||||||||||||||||||||||||||||||||||||
Non-cash exit and disposal charges 1 | ||||||||||||||||||||||||||||||||||||||
Gain on sale of facilities | ( | ( | ||||||||||||||||||||||||||||||||||||
Facility closure expense 1 | ||||||||||||||||||||||||||||||||||||||
| Employee severance and termination related benefits | ||||||||||||||||||||||||||||||||||||||
| Total restructuring (gains) expenses, net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total acquisition, integration and restructuring expenses | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
______________________
1 Includes lease related non-cash charges and lease termination costs.
For the three and nine months ended September 30, 2026, integration-related costs of $7.0 million and $43.7 million, respectively, were recorded within Cost of sales on the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, integration-related costs of $44.0 million and $67.1 million, respectively, were recorded within Cost of sales on the Condensed Consolidated Statements of Operations.
21
The following table reflects the activity related to the restructuring accrual for the periods presented:
| ($ in millions) | Amount | ||||
| Balance as of December 31, 2024 | $ | ||||
| Payments made | ( | ||||
| Balance as of March 31, 2025 | $ | ||||
| Payments made | ( | ||||
| Balance as of June 30, 2025 | $ | ||||
| Payments made | ( | ||||
| Balance as of September 30, 2025 | $ | ||||
| Balance as of December 31, 2025 | $ | ||||
| Payments made | ( | ||||
| Balance as of March 31, 2026 | $ | ||||
| Payments made | ( | ||||
| Balance as of June 30, 2026 | $ | ||||
| Payments made | ( | ||||
| Balance as of September 30, 2026 | $ | ||||
NOTE 10—HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company is directly and indirectly affected by changes in foreign currency market conditions, fluctuating interest rates and commodity prices on items such as diesel fuel, propane, and petroleum-based products. These changes in market conditions, interest rates and commodity prices may adversely impact the Company's financial performance and are referred to as market risks. When deemed appropriate by management, the Company uses derivatives as a risk management tool to mitigate the potential impact of foreign currency market risks, rising interest rates and commodity price risks.
The Company uses foreign exchange forward contracts to manage the foreign exchange risk associated with the principal balance of the Company's €441.9 million 3.875 % Senior Secured Notes due October 31, 2028 and €8.1 million non-tendered 3.875 % Senior Notes (collectively, the "Euro Notes"). Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price and are traded over-the-counter. The Company uses interest rate swaps to mitigate the exposure from the variation of interest rates. The Company also uses commodity futures, forwards, and option contracts to manage commodity price risk associated with diesel fuel, propane, and petroleum-based products based on its anticipated consumption of these commodities for periods of up to 24 months.
All derivatives are carried at fair value on the Condensed Consolidated Balance Sheets. The carrying values of the derivatives reflect the impact of legally enforceable agreements with the same counterparties. The Company has elected to report the fair value of its derivatives on a gross basis.
The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in the Condensed Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized into earnings. The Company classifies
22
cash inflows and outflows related to derivative and hedging instruments within the appropriate cash flows section associated with the item being hedged.
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.
The Company estimates the fair values of its derivatives based on quoted market prices or pricing models using current market rates. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company's exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates or other financial indices. The Company does not view the fair values of its derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions. All of the Company's derivatives are over-the-counter instruments with liquid markets.
Credit Risk Associated with Derivatives
The Company has established strict counterparty credit guidelines and enters into transactions only with financial institutions of investment grade or better. The Company monitors counterparty exposures regularly and reviews promptly any downgrade in counterparty credit rating. The Company mitigates pre-settlement risk by being permitted to net settle for transactions with the same counterparty. To minimize the concentration of credit risk, the Company may enter into derivative transactions with a portfolio of financial institutions. Based on these factors, the Company considers the risk of counterparty default to be minimal.
Cash Flow Hedging Strategy
During the year ended December 31, 2025, the Company entered into two float-to-fixed interest rate swaps with notional amounts of $250.0 million each, maturing December 31, 2026 and December 31, 2027, respectively, to hedge the variable interest rate risk associated with $500.0 million of Term Loans principal. The interest rate swaps were effective for the interest payments beginning in 2026. The interest rate swap contracts are designated as cash flow hedges and recognized on the Condensed Consolidated Balance Sheets at fair value and changes in the fair value are recorded as a component of AOCI on the Condensed Consolidated Balance Sheets. The gains and losses in AOCI are reclassified to Interest and financing expense, net when the underlying forecasted transaction occurs. The impact to the Condensed Consolidated Financial Statements as of September 30, 2026 and December 31, 2025 and for both the three and nine months ended September 30, 2026 and 2025 was immaterial.
Fair Value Hedging Strategy
In connection with the Transaction, the Company acquired foreign exchange contracts with a combined notional amount of €450.0 million and a maturity date of October 31, 2025 (the "2024 FX Forwards"). The derivative financial instruments were utilized to hedge the foreign exchange risk associated with the Euro Notes.
On August 6, 2025, the Company net settled the 2024 FX Forwards and simultaneously entered into new foreign exchange contracts with a combined notional amount of €450.0 million and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.
The Company designated the foreign exchange contracts as fair value hedges. The foreign exchange contracts are recognized on the Condensed Consolidated Balance Sheets at fair value and changes in the fair value of the foreign exchange contracts are recorded in the same line as the hedged item, which is Other (income) expense, net in the Condensed Consolidated Statements of Operations. The Company excludes forward points from its assessment of hedge effectiveness and amortizes them on a straight-line basis over the life of the hedging instruments in Other (income) expense, net in the Condensed Consolidated Statements of Operations. The difference between fair value changes of the excluded component and the amount amortized to Other (income) expense, net is recorded as a component of AOCI on the Condensed Consolidated Balance Sheets.
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The following amounts were recorded on the Condensed Consolidated Balance Sheets related to fair value hedged items as of September 30, 2026 and December 31, 2025:
($ in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Line Item in Condensed Consolidated Balance Sheets in Which the Hedged Item Is Included | Carrying Amount of the Hedged Liability | ||||||||||
Long-term debt, less current portion 1 | $ | $ | |||||||||
______________________
1 Carrying amount excludes the unamortized debt discounts as of September 30, 2026 and December 31, 2025.
The following tables present information about the Company's derivative financial instruments designated as fair value hedging transactions.
The fair value of the Company's derivative assets and liabilities included in the Condensed Consolidated Balance Sheets, as of September 30, 2026 and December 31, 2025 was as follows:
September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Foreign exchange contracts | Foreign exchange contracts | ||||||||||||||||||||||
| ($ in millions) | Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||
Derivative Assets in Fair Value Hedging Relationships | |||||||||||||||||||||||
Other non-current assets | $ | $ | $ | $ | |||||||||||||||||||
Other non-current liabilities | |||||||||||||||||||||||
The amount of gains or (losses) recognized in the Condensed Consolidated Statements of Operations for fair value hedging relationships, presented on a pre-tax basis, for the periods presented, is shown in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
($ in millions) | 2026 | 2025 | 2026 | 2025 | Affected Line Item in the Statement Where Net Income Is Presented | ||||||||||||||||||||||||
| Derivatives in Fair Value Hedging Relationships | |||||||||||||||||||||||||||||
| Foreign exchange contracts | |||||||||||||||||||||||||||||
| Hedged item | $ | $ | ( | $ | $ | ( | Other (income) expense, net | ||||||||||||||||||||||
| Derivative designated as hedging instrument | ( | ( | Other (income) expense, net | ||||||||||||||||||||||||||
| Amount reclassified from AOCI to expense (amortized) | ( | ( | ( | ( | Other (income) expense, net | ||||||||||||||||||||||||
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The amount of gains or (losses), net of tax, recognized in the Condensed Consolidated Statements of Comprehensive Income for fair value hedging relationships for the periods presented, is shown in the table below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Derivatives in Fair Value Hedging Relationships | |||||||||||||||||||||||
| Foreign exchange contracts | |||||||||||||||||||||||
Amount excluded from the assessment of effectiveness 1 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
______________________
1 Amount is net of tax impact of $0.9 million and $0.6 million for the three and nine months ended September 30, 2026, respectively. Amount is net of tax impact of $1.5 million and $2.0 million for the three and nine months ended September 30, 2025, respectively.
There were no settlements of the Company's foreign exchange contracts during the three and nine months ended September 30, 2026. Other than the settlement of the 2024 FX Forwards described above, there were no settlements of the Company's foreign exchange contracts during the three and nine months ended September 30, 2025.
Economic (Non-Designated) Hedging Strategy
In addition to derivative instruments that have been designated and qualify for hedge accounting, the Company also uses certain derivatives as economic hedges of commodity exposure. Although these derivatives were not designated and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in the fair values of economic hedges are immediately recognized in earnings.
As of September 30, 2026, the fair value of the Company's commodity forwards were short-term assets of $41.4 million recorded in Prepaid expenses and other current assets, long-term assets of $5.0 million recorded in Other non-current assets, short-term liabilities of $1.8 million recorded in Accruals and other current liabilities and long-term liabilities of $1.6 million recorded in Other non-current liabilities on the Condensed Consolidated Balance Sheets.
As of December 31, 2025, the fair value of the Company's commodity forwards were liabilities of $3.5 million recorded in Accruals and other current liabilities on the Condensed Consolidated Balance Sheets.
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NOTE 11—FAIR VALUE MEASUREMENTS
The following tables summarize the fair values of financial instruments:
| September 30, 2026 | |||||||||||||||||||||||
| ($ in millions) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Money market investments | $ | $ | $ | $ | |||||||||||||||||||
| Split-dollar life insurance policies | |||||||||||||||||||||||
Interest rate swaps | |||||||||||||||||||||||
| Commodity forwards | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
Foreign exchange contracts | $ | $ | $ | $ | |||||||||||||||||||
| Commodity forwards | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| ($ in millions) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Money market investments | $ | $ | $ | $ | |||||||||||||||||||
| Split-dollar life insurance policies | |||||||||||||||||||||||
Foreign exchange contracts | |||||||||||||||||||||||
Interest rate swaps | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
| Commodity forwards | $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The fair values of the Company’s money market investments are based on the daily market price for identical assets in active markets. The fair value of the Company's split-dollar life insurance policies are the cash surrender value based on the fair value of underlying investment.
The changes in the fair value of the Company's commodity forwards are reflected within Other operating income, net on the Condensed Consolidated Statements of Operations.
Fair Value of Debt
The following table summarizes the Company's estimates of the fair values of its debt as of the periods presented:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| ($ in millions) | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||
| Term Loans | $ | $ | $ | $ | |||||||||||||||||||
6.250% Senior Notes | |||||||||||||||||||||||
3.875% Senior Notes | |||||||||||||||||||||||
4.375% Senior Notes | |||||||||||||||||||||||
Non-tendered Original Senior Notes | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
The fair value of the Term Loans is estimated using quoted market prices for similar issues and are categorized within Level 2 of the fair value hierarchy. The fair values of the 6.250 % Senior Notes, 3.875 % Senior Notes, and 4.375 % Senior Notes are based on the trading levels and bid/offer prices observed by a market participant and are categorized within Level 2 of the fair value hierarchy.
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Given the variable interest rates, the carrying values of the Revolving Credit Facility and other debts approximate their fair values.
NOTE 12—SEGMENT REPORTING
Primo Brands operates as a single segment. The Company 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 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®, regional leaders such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified brands including Primo Water® and Sparkletts®, and flavored and enhanced brands 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.
The accounting policies of our segment have not changed from those disclosed in the Company's 2025 Annual Report.
The Chief Operating Decision Maker ("CODM") assesses performance for the segment and decides how to allocate resources based on segment Net income from continuing operations that is also reported in the Condensed Consolidated Statements of Operations as such.
The Company's Chief Executive Officer is the CODM.
The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Segment capital expenditures are reported in the Condensed Consolidated Statements of Cash Flows as purchases of property, plant and equipment and purchases of intangible assets.
The CODM uses Net income from continuing operations to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the Company, such as for acquisitions or to pay dividends.
Net income from continuing operations is used to monitor budget versus actual results. The CODM also uses the Company's performance in competitive analysis by benchmarking to Primo Brands' competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
The Company has one reportable segment. The segment sources, bottles and delivers water to customers in North America and manages the business activities on a consolidated basis. The Company does not assess the performance of its individual products on measures of profit or loss, or asset-based metrics. Net sales by water type can be found in Note 8 - "Revenue Recognition".
27
Business segment information is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
Cost of sales, adjusted 1 | |||||||||||||||||||||||||||||
| Marketing expense | |||||||||||||||||||||||||||||
Selling expense, adjusted 1 | |||||||||||||||||||||||||||||
General and administrative expense, adjusted 1 | |||||||||||||||||||||||||||||
Other segment expense 2 | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Interest and financing expense, net | |||||||||||||||||||||||||||||
| Loss on modification and extinguishment of debt | |||||||||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||||||||
| Segment net income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||||||||
______________________
1 The financial statement line items as presented in this table exclude depreciation and amortization and certain non-recurring income or charges.
2 Other segment expenses include acquisition, integration and restructuring costs (as disclosed in Note 9 - "Acquisition, Integration and Restructuring Expenses"), stock-based compensation and other non-recurring income and charges.
Long-lived assets in the United States, consisting of net fixed assets and operating lease right-of-use assets, accounted for 98.4 % and 98.2 % of consolidated long-lived assets as of September 30, 2026 and December 31, 2025, respectively.
NOTE 13—NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated using the weighted-average number of shares of common stock outstanding and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, Performance-based restricted stock units ("RSUs"), Time-based RSUs, and stock purchase rights granted under the Employee Stock Purchase Plan ("ESPP"). The dilutive effect of these securities is reflected in diluted income (loss) per share by application of the treasury stock method. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is antidilutive.
Reconciliations of the numerators and denominators of basic and diluted net income (loss) per common share for the periods presented are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
(Shares in thousands): | ||||||||||||||||||||||||||||||||||||||
Weighted-average common stock outstanding - basic | ||||||||||||||||||||||||||||||||||||||
Effects of dilutive securities: | ||||||||||||||||||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | ||||||||||||||||||||||||||||||||||||||
Time-based RSUs | ||||||||||||||||||||||||||||||||||||||
ESPP | ||||||||||||||||||||||||||||||||||||||
Weighted-average common stock outstanding - diluted | ||||||||||||||||||||||||||||||||||||||
28
The following potentially dilutive shares were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (Shares in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Stock options | ||||||||||||||||||||||||||||||||||||||
Performance-based RSUs 1 | ||||||||||||||||||||||||||||||||||||||
Time-based RSUs | ||||||||||||||||||||||||||||||||||||||
ESPP | ||||||||||||||||||||||||||||||||||||||
1 Performance-based RSUs represent the number of shares expected to be issued based on the estimated achievement of the performance metric for these awards.
NOTE 14—COMMITMENTS AND CONTINGENCIES
The Company may be party to a variety of litigation, claims, legal or regulatory proceedings, inquiries, and investigations including but not limited to matters arising out of the ordinary course of business, including those related to advertising, marketing or commercial practices, personal injury and property damage, intellectual property rights, employment, tax and insurance, and matters relating to compliance with applicable laws and regulations. Responding to these matters, even those that are ultimately non-meritorious, may require the Company to incur significant expense and devote significant resources. While it is not possible to predict the ultimate resolution of these matters, management believes, based upon examination of currently available information, experience to date, and advice from legal counsel, that, after taking into account existing insurance coverage and amounts already provided for, the currently pending legal proceedings against the Company will not have a material adverse impact on the Company's consolidated statements of operations, balance sheets, or cash flows.
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Other than with respect to the matters described below, the Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the Company's consolidated statements of operations, balance sheets or cash flows. The Company believes it has made appropriate and adequate accruals for its current contingencies. The Company is unable to reasonably estimate the amount or range of possible loss, if any, in excess of the amounts accrued, and the ultimate outcomes, including any settlements, could differ materially from the amounts accrued.
The Company is involved in legal proceedings from time to time arising in the normal course of business. While any outcome related to such legal proceedings cannot be predicted with certainty, other than the matters discussed below, the Company believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity.
City of Miami Fire Fighters
On November 12, 2025 and December 5, 2025, two putative class action complaints were filed by purported stockholders against the Company and its executives, respectively, asserting claims under the federal securities laws. The first complaint is captioned Rosenblum v. Primo Brands Corp. et al, Case No. 3:25-cv-01902, and was filed in the U.S. District Court for the District of Connecticut. The second complaint is captioned City of Miami Fire Fighters’ and Police Officers’ Retirement Trust v. Primo Brands Corp., et al, Case No. 8:25-cv-03328, and was filed in the U.S. District Court for the Middle District of Florida. The Rosenblum action was voluntarily dismissed on or about January 8, 2026, while the City of Miami Fire Fighters action is ongoing.
In the City of Miami Fire Fighters complaint, the plaintiff, a purported stockholder of the Company, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company and certain of its officers, and claims under Sections 11, 12, and 15 of the Securities Act of 1933 (“Securities Act”) against the Company, its current and former directors and officers, and the underwriters of its March secondary offerings. The plaintiff asserts the Exchange Act claims on behalf of purchasers of Primo Water Corporation common stock between June 17, 2024, and November 8, 2024, and purchasers of the Company’s common stock between November 11, 2024, and November 6, 2025. The plaintiff asserts the Securities Act claims against all purchasers of the Company’s common stock traceable to the March 2025 secondary public offering. In support of these claims, the plaintiff alleges that the Company made false and/or misleading statements regarding the integration of Primo Water Corporation and the parent of BlueTriton Brands, Inc. to form the Company. The complaint does not specify damages claimed in the action.
29
Pursuant to the Private Securities Litigation Reform Act of 1995 (PSLRA), interested parties were required to file motions for appointment as lead plaintiff and lead counsel by January 12, 2026. On February 4, 2026, the Court granted the motions by Heavy & General Laborers’ Locals 472 & 172 Pension & Annuity Funds Providence Employees Retirement System to be appointed as lead plaintiffs, with Robbins Geller Rudman & Dowd appointed as lead counsel. On April 6, 2026, the lead plaintiffs filed a new complaint in the action, asserting the same claims on behalf of the same putative class of investors. The Company and the other defendants in the action moved to dismiss the action on June 5, 2026. This motion is fully briefed and pending before the Court.
The Company intends to vigorously defend itself and its directors and officers in this action. There can be no assurance regarding the outcome of this case.
Torres
On December 17, 2025, a Company stockholder filed a complaint in the U.S. District Court for the District of Connecticut asserting derivative claims on behalf of the Company against sixteen of its current and former directors and officers under federal and state law. This derivative complaint is captioned Torres v. Foss, et al, Case No. 3:25-cv-02108. In this complaint, the plaintiff asserts claims of breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and corporate waste under state law, as well as claims for violations of Sections 10(b) and 14(a) of the Exchange Act and Rules 10b-5 and 14a-9 promulgated thereunder. This complaint leverages the allegations made in the City of Miami Fire Fighters securities class action complaint referenced herein. The complaint does not specify damages claimed in the action.
On January 6, 2026, the plaintiff filed waivers of service executed by all the defendants, which set a February 17, 2026 deadline for the defendants to respond to the complaint. On February 26, 2026, the plaintiff voluntarily dismissed the action without prejudice.
Hamilton
On December 16, 2025, Joseph Hamilton and 9 other named plaintiffs (collectively, “Plaintiffs”) filed a putative consumer class action seeking damages, equitable relief, and injunctive relief against the Company and BlueTriton Brands, Inc. (collectively, “Defendants”) in the U.S. District Court for the Central District of California, Case No. 2:25-cv-11874.
Plaintiffs claim violations of California False Advertising Law, Cal. Bus. & Prof. Code § 17500, et seq., California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, et seq., and New York General Business Law §§ 349, 350, and 527-a; violations of consumer protection statutes in 11 states (CA, NY, CT, FL, CO, GA, IL, IN, NE, NJ, OH); and related claims for unjust enrichment, negligence, and conversion.
In their complaint, Plaintiffs allege that the Defendants’ recurring water delivery services failed to deliver water as promised, resulting in missed or delayed scheduled deliveries, incomplete orders, and a failure to replace empty bottles. Plaintiffs claim these issues stemmed from facility closures and staff reductions following the November 8, 2024 merger of Primo Water Corporation and the parent of BlueTriton. Plaintiffs further allege that the Defendants made unauthorized charges for goods and services never delivered and imposed improper fees, such as penalties for equipment the Defendants failed to pick up. Lastly, Plaintiffs allege that the Defendants made cancellations difficult, often continuing to charge customers even after they requested to terminate service. Plaintiffs seek to represent potentially 600,000 customers nationwide affected by these issues. The complaint does not specify damages claimed in the action. The Company’s recurring water delivery service includes mandatory arbitration and class action waiver clauses in their Service Agreements and online Terms and Conditions.
The case remains in its initial stages. On January 30, 2026, the Court approved the parties’ joint stipulation setting forth a briefing schedule for Defendants’ motion to compel arbitration and motion to dismiss the complaint. On March 5, 2026, the Company filed its motion to compel arbitration. On April 2, 2026, the Company filed its motion to dismiss the complaint. Both motions have been fully briefed and submitted. On July 2, 2026, the Court issued a notice adjourning the hearing on the motions scheduled for July 9, 2026, and marking the motions as under submission. A ruling on the motions is still pending. On October 2, 2026, the Court issued an order directing the parties to meet and confer about a proposed case schedule and to appear on November 12, 2026 for an initial scheduling conference with the Court.
The Company intends to vigorously defend itself in this action. There can be no assurance regarding the outcome of this case.
Patane
On August 15, 2017, Mark Patane and 11 other named plaintiffs (collectively, “Plaintiffs”) commenced a putative class action against Nestlé Waters North America, Inc. (“Nestlé Waters”) in the U.S. District Court for the District of Connecticut (the “Court”), alleging that Poland Spring® product labels fraudulently represent the product to be natural spring water. Plaintiffs have asserted claims of common law fraud, violations of certain state consumer protection laws, and, for home and office customers, breach of contract. As a result of Triton Water Holdings’ acquisition of all of the equity interests of Nestlé
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Waters North America Holdings, Inc., along with the acquisition of certain assets and assumption of certain liabilities of Nestlé Canada Inc. from Nestlé S.A. (the “Nestlé Acquisition”), Nestlé Waters was renamed BlueTriton Brands, Inc. (“BlueTriton Brands”), and BlueTriton Brands is continuing to defend against the lawsuit.
Through successive dispositive rulings, claims under Vermont and Rhode Island law, certain Connecticut statutory claims, certain New York, Connecticut, and Maine claims, Plaintiffs' claims for injunctive relief, and claims of certain Plaintiffs barred by the final judgment in Ramsey v. Nestlé Waters N. Am., Case No. 03-CHK-817 (Ill. Cir. Ct. 16th Cir. Kane Cnty.), have been dismissed in whole or in part.
On December 30, 2024, the Court granted in part and denied in part BlueTriton Brands' motion for summary judgment. On January 6, 2025, both Plaintiffs and BlueTriton Brands moved for reconsideration of portions of that decision. On June 9, 2025, the Court denied the parties’ respective motions for reconsideration.
On July 9, 2025, Plaintiffs filed their motion for class certification, seeking to certify two classes and ten derivative state subclasses separately consisting of retail customers and home and office customers. BlueTriton Brands opposed class certification and moved under Daubert to preclude the opinions of Plaintiffs' damages experts. The parties completed class certification and Daubert briefing in September 2025 and subsequently filed notices of supplemental authority.
On March 28, 2026, the Court denied BlueTriton Brands' Daubert motions and, in a separate order, denied Plaintiffs' motion for class certification without prejudice because Plaintiffs failed to specify proposed classes with an end date. The Court permitted Plaintiffs to file a renewed motion redefining the proposed classes with an end date and addressing ascertainability and directed the parties to meet and confer regarding remaining claims and a potential settlement referral.
On April 21, 2026, Plaintiffs filed a renewed motion for class certification proposing a class-period end date of December 30, 2022 (the close of fact discovery). On May 12, 2026, BlueTriton Brands responded, arguing that the class period should end on August 15, 2017 (the complaint filing date), and moved for leave to further supplement the class-certification record. The same day, the parties filed a joint notice identifying the remaining claims and advising the Court that they had scheduled mediation for September 3, 2026 before a private mediator. Plaintiffs filed a reply in support of the renewed class certification motion on May 26, 2026, and a response to BlueTriton Brands' motion for leave on June 2, 2026. On September 3, 2026, the parties participated in a private mediation, which did not result in a settlement. The parties agreed to participate in a second private mediation session on November 19, 2026. The Court has not yet ruled on Plaintiffs’ renewed motion for class certification or BlueTriton Brands’ motion for leave.
Plaintiffs are seeking compensatory damages and/or statutory damages. For the common law fraud claims, Plaintiffs purport to compute damages by multiplying the alleged price premium attributable to the alleged “spring water” misrepresentation by total dollar sales of Poland Spring® still water products during the class period, while statutory damages normally are determined by multiplying a statutorily established amount by the number of violations. No trial date has been set. The Company intends to defend itself vigorously.
Purchase Commitments
The Company may enter into unconditional purchase obligations with third party suppliers in the ordinary course of business. Such arrangements are entered into to secure subscriptions, utilities, services and supplies vital to the Company's operations and ability to serve its customers. The Company has various long-term supply and service contracts which may require that the Company purchase minimum quantities, for a minimum term, at fixed or variable rates.
Letters of Credit
As of September 30, 2026, the Company had $163.4 million of letters of credit outstanding.
Tornado Damage
During the second quarter of 2025, one of the Company's warehouses experienced damage from a tornado. During the three and nine months ended September 30, 2025, the Company incurred $4.7 million and $19.8 million, respectively, of incremental costs recorded within Cost of sales on the Condensed Consolidated Statement of Operations. During both the three and nine months ended September 30, 2025, the Company received $10.0
During the three and nine months ended September 30, 2025, the Company incurred $22.3 million and $33.8 million, respectively, of capital related costs. During the three and nine months ended September 30, 2025, the Company received $10.0 million and $20.0 million, respectively, of insurance proceeds related to these costs recorded within Other (income)
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expense, net on the Condensed Consolidated Statement of Operations and included within Cash flows from investing activities on the Condensed Consolidated Statements of Cash Flows.
NOTE 15—RELATED PARTY TRANSACTIONS
For the three and nine months ended September 30, 2026, the Company purchased $11.9 million and $29.1 million, respectively, of raw materials used in the production process from a related party, which were recorded as a component of Cost of sales in the Condensed Consolidated Statement of Operations. For the three and nine months ended September 30, 2025, the Company purchased $11.2 million and $28.3 million, respectively, of raw materials used in the production process from a related party, which were recorded as a component of Cost of sales in the Condensed Consolidated Statement of Operations. As of September 30, 2026 and December 31, 2025, the Company recorded an associated payable of $4.3 million and $2.5 million, respectively, related to the unpaid portion of these purchases.
Substantially concurrently with the March 2025 Offering, May 2025 Offering, and August 2026 Offering, the Company completed the share repurchases as detailed in Note 5 - "Stockholders' Equity".
NOTE 16—SUBSEQUENT EVENTS
On November 3, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company, payable in cash on December 4, 2026 to stockholders of record at the close of business on November 24, 2026.
On November 3, 2026, the Board of Directors approved a new share repurchase program of $300.0 million of the Company's outstanding Class A common stock, replacing the existing Share Repurchase Program and the remaining $40.8 million of authorization as of September 30, 2026 under the existing program.
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
Objective
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to further the reader’s understanding of the condensed consolidated financial condition and results of operations of the Company. It should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q ("Form 10-Q") and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Part I, Item 1A. in our 2025 Annual Report. When used in this report, the terms “the Company,” “our Company,” “Primo Brands,” “we,” “us,” or “our” refer to Primo Brands Corporation, together with its consolidated subsidiaries.
Overview
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.
We have 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®. We also have an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. We operate a vertically integrated coast-to-coast network that distributes our brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through our Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, we deliver responsibly sourced hydration solutions direct to home and business customers. Through our 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 our Refill business, consumers have the option to refill empty multi-use bottles at over 23,500 self-service refill stations. We also offer water filtration units for home and business customers across North America. We are a leader in reusable beverage packaging, helping to reduce waste through our multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. We have a portfolio of over 80 springs and actively manage water resources for a steady supply of quality, safe drinking water today and in the future. We also help conserve over 28,000 acres of land across the U.S. and Canada. We are 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. We are committed to supporting the communities we serve, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. We employ more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.
The Transaction
On November 8, 2024, Primo Brands consummated the transactions contemplated by the Arrangement Agreement and Plan of Merger (the transactions effecting the Arrangement Agreement, the "Transaction"), pursuant to which Primo Water Corporation ("Primo Water") and Triton Water Parent, Inc. ("BlueTriton") were combined, creating Primo Brands.
Trends and Factors Affecting Results of Operations
Evolving Customer Trends
We believe we are well-positioned to benefit from evolving consumer trends, as well as the continued acceleration of e-commerce. These favorable trends, combined with the broad appeal of our brands, provide us with a significant opportunity to drive the growth of our business.
•Ability to Increase Brand Awareness – Our ability to increase brand awareness has and will continue to contribute meaningfully to our performance. We focus on creating, capturing and retaining new demand by increasing our brand awareness while also increasing our value proposition to our customers. We aim to continue to increase our
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brand awareness through continued local community engagement, national media campaigns, growing our social community and innovating our packaging to make our brands and products visually appealing and distinctive from other bottled water brands.
•Product Innovation and Expansion – We see significant potential to grow our sales in underpenetrated, high-growth segments of the bottled water category, such as sparkling, flavored and enhanced waters, by leveraging the brand equity of our existing brands to develop new and innovative beverage offerings. Through the flexible production capabilities of our existing infrastructure and our extensive distribution and retail relationships, we believe we will be able to quickly develop, produce and commercialize new products. We intend to continue investing in innovations within our product portfolio, as well as the development and introduction of new products.
•E-commerce – Given the trend towards growth of sales through e-commerce websites and mobile commerce applications, including through subscription services and other direct-to-consumer businesses, the consumer is leveraging multiple methods of engagement including the digital marketplace.
Consolidation in the Retail Industry
Our industry has been affected by the trend toward consolidation in the retail channel. Many of our retail customers have consolidated in recent years, and this consolidation trend may continue. As a result, our retail customers may seek lower pricing and demand increased marketing or promotional expenditures from us. Large retailers are also increasingly using their distribution networks and economies of scale to introduce and develop private-label brands, such as those carried by supermarket chains, convenience store chains, drug store chains, mass merchants and club warehouses. See Item 1A. "Risk Factors — Risks Related to our Customers, Suppliers and Associates" in our 2025 Annual Report.
General Economic Conditions and Other Factors
Our operations and supplier relationships expose us to risks associated with disruptions to global supply chains, fluctuations in freight markets, and tariffs, which are likely to continue to create challenging conditions for our business through increased costs, lower consumer spending, volatility in financial markets and other impacts. In addition, the ongoing conflict in Iran and broader geopolitical instability in the Middle East may further disrupt global supply chains, increase energy and commodity costs, and contribute to market volatility. While we have taken steps to minimize these impacts, global supply chain disruption may deteriorate, which could adversely affect our business, financial condition, results of operations and cash flows.
The markets in which we operate are subject to seasonal variations. Our water sales are generally higher during the warmer months and our purchases of raw materials and related accounts payable fluctuate based upon the demand for our products. This seasonality causes our working capital needs to fluctuate throughout the year.
We conduct operations in Canada and are subject to currency exchange risks to the extent that our costs are denominated in currencies other than those in which we earn revenues. As our financial statements are denominated in U.S. dollars, fluctuations in currency exchange rates between the U.S. dollar and the Canadian dollar have had, and will continue to have, an impact on our results of operations.
Ingredient and packaging costs represent a significant portion of our cost of sales. These costs are subject to global and regional commodity price trends. Our most significant commodities are polyethylene terephthalate (“PET”) resin, glass, aluminum, high-density polyethylene (“HDPE”) and low-density polyethylene (“LDPE”). We attempt to manage our exposure to fluctuations in ingredient and packaging costs by entering into fixed price commitments for a portion of our ingredient and packaging requirements and implementing price increases as needed.
Non-GAAP Financial Measures
We present certain non-GAAP measures in this Form 10-Q, including Adjusted EBITDA and measures derived therefrom, which are not required by, or presented in accordance with, U.S. GAAP. We define Adjusted EBITDA as net income (loss) before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted for acquisition, integration and restructuring expenses, stock-based compensation costs, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, loss on modification and extinguishment of debt, purchase accounting adjustments, and other adjustments, net. This is an important metric that management uses as an analytical indicator to evaluate our performance, allocate resources, and measure leverage. We believe that Adjusted EBITDA is a useful metric for management, investors, and analysts because it excludes certain items that can vary widely across different industries or among companies within the same industry, and it removes the impact of items that we do not believe are indicative of our core operating performance. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among
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companies, and we believe these adjustments allow for consistent comparison of our operating results over time and relative to our peers.
We use Adjusted EBITDA to supplement U.S. GAAP measures of performance in evaluating the effectiveness of our business strategies, and to establish annual budgets and forecasts. We also use Adjusted EBITDA as a target for short-term incentive compensation for management.
Adjusted EBITDA should be considered in addition to, and not as a substitute for or superior to, financial measures calculated in accordance with U.S. GAAP. It is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss) or any other performance measures derived in accordance with U.S. GAAP and may not be comparable to other similarly titled measures of other businesses. This non-GAAP metric does not necessarily indicate whether cash flow will be sufficient or available to meet our cash requirements and may not be indicative of our historical operating results, nor are such measures meant to be predictive of our future results. In the future, we may incur expenses similar to the adjustments noted herein to calculate Adjusted EBITDA. However, the magnitude of such adjustments for the periods presented herein is not necessarily indicative of the magnitude of such adjustments in future periods. Our presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or non-recurring items.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Some of these limitations include that:
•Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary, to service interest on our indebtedness;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and not all of these measures reflect cash requirements for such replacements;
•non-cash compensation is a key element of our long-term executive incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;
•the fact that other companies in our industry may calculate these measures differently than we do, which limits its usefulness as a comparative measure; and
•this measure does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations.
Furthermore, we compensate for the limitations described above by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only for supplemental purposes.
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The following table reconciles net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income from continuing operations | $ | 124.5 | $ | 40.5 | $ | 221.0 | $ | 105.7 | ||||||||||||||||||
| Interest and financing expense, net | 79.9 | 83.1 | 239.5 | 247.1 | ||||||||||||||||||||||
| Provision for income taxes | 46.2 | 26.4 | 87.6 | 60.4 | ||||||||||||||||||||||
| Depreciation and amortization | 146.3 | 163.1 | 429.5 | 437.0 | ||||||||||||||||||||||
EBITDA | $ | 396.9 | $ | 313.1 | $ | 977.6 | $ | 850.2 | ||||||||||||||||||
Acquisition, integration and restructuring expenses1,2 | 23.7 | 88.2 | 91.2 | 200.8 | ||||||||||||||||||||||
| Stock-based compensation costs | 8.7 | 11.9 | 29.7 | 36.8 | ||||||||||||||||||||||
| Unrealized (gain) loss on foreign exchange and commodity forwards, net | (26.1) | 1.7 | (39.7) | 1.7 | ||||||||||||||||||||||
| Loss on disposal of property, plant and equipment, net | 3.8 | 5.0 | 14.0 | 8.4 | ||||||||||||||||||||||
| Loss on modification and extinguishment of debt | — | — | 17.7 | 18.6 | ||||||||||||||||||||||
| Purchase accounting adjustments | — | — | — | 1.2 | ||||||||||||||||||||||
| Other adjustments, net | 4.0 | (15.4) | 11.5 | (5.0) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 411.0 | $ | 404.5 | $ | 1,102.0 | $ | 1,112.7 | ||||||||||||||||||
______________________
1 Amounts include labor-related costs.
2 Amounts include the integration-related costs recorded within Cost of sales as disclosed in Note 9 - "Acquisition, integration and restructuring expenses".
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Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Consolidated Results
The following table sets forth our consolidated statements of operations data for the periods indicated:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | % of Net Sales | 2025 | % of Net Sales | $ Variance | % Change | |||||||||||||||||||||||||||||
| Net sales | $ | 1,821.0 | 100.0 | % | $ | 1,766.1 | 100.0 | % | $ | 54.9 | 3.1 | % | |||||||||||||||||||||||
| Cost of sales | 1,267.1 | 69.6 | % | 1,237.9 | 70.1 | % | 29.2 | 2.4 | % | ||||||||||||||||||||||||||
| Gross profit | 553.9 | 30.4 | % | 528.2 | 29.9 | % | 25.7 | 4.9 | % | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | 316.3 | 17.4 | % | 343.0 | 19.4 | % | (26.7) | (7.8) | % | ||||||||||||||||||||||||||
| Acquisition, integration and restructuring expenses | 16.7 | 0.9 | % | 44.2 | 2.5 | % | (27.5) | (62.2) | % | ||||||||||||||||||||||||||
| Other operating income, net | (28.0) | (1.5) | % | (5.4) | (0.3) | % | (22.6) | NM | |||||||||||||||||||||||||||
| Operating income | 248.9 | 13.7 | % | 146.4 | 8.3 | % | 102.5 | 70.0 | % | ||||||||||||||||||||||||||
| Other income, net | (1.7) | (0.1) | % | (3.6) | (0.2) | % | 1.9 | (52.8) | % | ||||||||||||||||||||||||||
| Interest and financing expense, net | 79.9 | 4.4 | % | 83.1 | 4.7 | % | (3.2) | (3.9) | % | ||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 170.7 | 9.4 | % | 66.9 | 3.8 | % | 103.8 | NM | |||||||||||||||||||||||||||
| Provision for income taxes | 46.2 | 2.5 | % | 26.4 | 1.5 | % | 19.8 | 75.0 | % | ||||||||||||||||||||||||||
| Net income from continuing operations | $ | 124.5 | 6.8 | % | $ | 40.5 | 2.3 | % | $ | 84.0 | NM | ||||||||||||||||||||||||
______________________
NM is defined as not meaningful.
The following table sets forth our consolidated Net sales by water type:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ Variance | % Change | |||||||||||||||||||||||||||||||
Regional spring water | $ | 911.5 | $ | 885.6 | $ | 25.9 | 2.9 | % | |||||||||||||||||||||||||||
Purified water | 573.6 | 557.5 | 16.1 | 2.9 | % | ||||||||||||||||||||||||||||||
Premium water | 122.1 | 98.2 | 23.9 | 24.3 | % | ||||||||||||||||||||||||||||||
Other water | 31.8 | 33.0 | (1.2) | (3.6) | % | ||||||||||||||||||||||||||||||
Other | 182.0 | 191.8 | (9.8) | (5.1) | % | ||||||||||||||||||||||||||||||
Total net sales | $ | 1,821.0 | $ | 1,766.1 | $ | 54.9 | 3.1 | % | |||||||||||||||||||||||||||
Net Sales
During the three months ended September 30, 2026, net sales were $1,821.0 million, an increase of $54.9 million, or 3.1%, as compared to the three months ended September 30, 2025, primarily due to an increase in sales attributable to regional spring water of $25.9 million and our premium brands of $23.9 million in the current year period.
Cost of Sales
Cost of sales consists primarily of manufacturing, shipping and logistics, storage and handling, personnel costs and allocated facilities and overhead costs associated with products sold. Manufacturing costs consist primarily of raw materials, packaging costs, labor and utilities to convert raw materials into finished products.
During the three months ended September 30, 2026, cost of sales was $1,267.1 million, an increase of $29.2 million, or 2.4%, as compared to the three months ended September 30, 2025, primarily due to increased transportation related costs of $39.1 million, and increased materials costs of $13.0 million, partially offset by a decrease of $37.0 million related to lower non-recurring integration related costs incurred in the current year period.
Gross Profit and Gross Margin
During the three months ended September 30, 2026, gross profit was $553.9 million, an increase of $25.7 million, or 4.9%, as
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compared to the three months ended September 30, 2025, and gross margin as a percentage of net sales was 30.4%, as compared to 29.9% during the three months ended September 30, 2025, primarily driven by the factors discussed above.
Selling, General and Administrative Expenses
Costs recorded in selling, general and administrative expenses include product marketing and advertising expenses, selling costs, including commissions, information technology (“IT”) and all other costs associated with corporate functions, oversight and support.
During the three months ended September 30, 2026, selling, general and administrative expenses were $316.3 million, a decrease of $26.7 million, or 7.8%, as compared to the three months ended September 30, 2025, primarily due to a decrease in marketing costs of $7.5 million and a decrease in depreciation and amortization of $23.1 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.
Acquisition, Integration and Restructuring Expenses
Transaction costs include those associated with the Transaction, including subsequent costs directly related to its consummation. Other acquisition expenses include costs associated with our acquisitions, as well as costs incurred in connection with potential acquisitions. Integration and restructuring expenses mainly include costs incurred to achieve post-Transaction synergies, information technology implementation costs, and costs incurred in connection with business optimization, among others.
During the three months ended September 30, 2026, acquisition, integration and restructuring expenses were $16.7 million, a decrease of $27.5 million, as compared to the three months ended September 30, 2025, primarily due to lower integration costs as integration efforts begin to wind down as well as net restructuring gains in the current year period.
Other Operating Income, Net
Other operating income, net, includes primarily unrealized foreign exchange (gains) losses, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.
During the three months ended September 30, 2026, other operating income, net was $28.0 million, compared to $5.4 million during the three months ended September 30, 2025. This change is primarily due to unrealized gains on commodity forwards of $27.6 million during the current year period compared to unrealized gains on commodity forwards of $1.8 million during the prior year period.
Other Income, Net
Other income, net, includes primarily amortization of forward points and unrealized mark-to-market adjustments for foreign exchange forward contracts as well as other infrequent non-operating income or charges.
Other income, net during the three months ended September 30, 2026 was $1.7 million, which remained relatively consistent compared to $3.6 million during the three months ended September 30, 2025.
Interest and Financing Expense, Net
Interest and financing expense, net, primarily relates to interest expense on our debt and finance leases, revolver commitment fees and costs associated with our debt, partially offset by interest income earned on cash and cash equivalents, including restricted cash.
During the three months ended September 30, 2026, interest and financing expense, net, was $79.9 million, which remained relatively consistent with a decrease of $3.2 million, or 3.9%, as compared to the three months ended September 30, 2025.
Provision for Income Taxes
Income tax expense was $46.2 million for the three months ended September 30, 2026 compared to $26.4 million for the three months ended September 30, 2025. The effective tax rate was 27.1% for the three months ended September 30, 2026 compared to 39.5% for the three months ended September 30, 2025.
The effective tax rate for the three months ended September 30, 2026 decreased from the effective tax rate for the three months ended September 30, 2025 due primarily to a decrease in non-deductible expenses for which we have not recognized a tax benefit. The effective tax rate for the three months ended September 30, 2026 differs from the U.S. statutory rate primarily due to non-deductible expenses for which we have not recognized a tax benefit.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
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Consolidated Results
The following table sets forth our consolidated statements of operations data for the periods indicated:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | % of Net Sales | 2025 | % of Net Sales | $ Variance | % Change | |||||||||||||||||||||||||||||
| Net sales | $ | 5,243.3 | 100.0 | % | $ | 5,109.9 | 100.0 | % | $ | 133.4 | 2.6 | % | |||||||||||||||||||||||
| Cost of sales | 3,675.8 | 70.1 | % | 3,519.8 | 68.9 | % | 156.0 | 4.4 | % | ||||||||||||||||||||||||||
| Gross profit | 1,567.5 | 29.9 | % | 1,590.1 | 31.1 | % | (22.6) | (1.4) | % | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | 998.5 | 19.0 | % | 1,049.4 | 20.5 | % | (50.9) | (4.9) | % | ||||||||||||||||||||||||||
| Acquisition, integration and restructuring expenses | 47.5 | 0.9 | % | 133.7 | 2.6 | % | (86.2) | (64.5) | % | ||||||||||||||||||||||||||
| Other operating income, net | (45.7) | (0.9) | % | (5.4) | (0.1) | % | (40.3) | NM | |||||||||||||||||||||||||||
| Operating income | 567.2 | 10.8 | % | 412.4 | 8.1 | % | 154.8 | 37.5 | % | ||||||||||||||||||||||||||
| Other expense (income), net | 1.4 | — | % | (19.4) | (0.4) | % | 20.8 | NM | |||||||||||||||||||||||||||
| Loss on modification and extinguishment of debt | 17.7 | 0.3 | % | 18.6 | 0.4 | % | (0.9) | (4.8) | % | ||||||||||||||||||||||||||
| Interest and financing expense, net | 239.5 | 4.6 | % | 247.1 | 4.8 | % | (7.6) | (3.1) | % | ||||||||||||||||||||||||||
| Income from continuing operations before income taxes | 308.6 | 5.9 | % | 166.1 | 3.3 | % | 142.5 | 85.8 | % | ||||||||||||||||||||||||||
| Provision for income taxes | 87.6 | 1.7 | % | 60.4 | 1.2 | % | 27.2 | 45.0 | % | ||||||||||||||||||||||||||
| Net income from continuing operations | $ | 221.0 | 4.2 | % | $ | 105.7 | 2.1 | % | $ | 115.3 | NM | ||||||||||||||||||||||||
______________________
NM is defined as not meaningful.
The following table sets forth our consolidated Net sales by water type:
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ Variance | % Change | |||||||||||||||||||||||||||||||
Regional spring water | $ | 2,623.7 | $ | 2,554.8 | $ | 68.9 | 2.7 | % | |||||||||||||||||||||||||||
Purified water | 1,640.9 | 1,617.5 | 23.4 | 1.4 | % | ||||||||||||||||||||||||||||||
Premium water | 341.8 | 259.6 | 82.2 | 31.7 | % | ||||||||||||||||||||||||||||||
Other water | 94.1 | 103.0 | (8.9) | (8.6) | % | ||||||||||||||||||||||||||||||
Other | 542.8 | 575.0 | (32.2) | (5.6) | % | ||||||||||||||||||||||||||||||
Total net sales | $ | 5,243.3 | $ | 5,109.9 | $ | 133.4 | 2.6 | % | |||||||||||||||||||||||||||
Net Sales
During the nine months ended September 30, 2026, net sales were $5,243.3 million, an increase of $133.4 million, or 2.6%, as compared to the nine months ended September 30, 2025, primarily due to an increase in sales attributable to our premium brands of $82.2 million and regional spring water of $68.9 million, partially offset by a decrease of $21.7 million related to the exited US office coffee services business.
Cost of Sales
During the nine months ended September 30, 2026, cost of sales was $3,675.8 million, an increase of $156.0 million, or 4.4%, as compared to the nine months ended September 30, 2025. The increase in costs was primarily due to increased transportation related costs of $105.9 million, increased materials costs of $33.0 million, and increased depreciation and amortization of $26.1 million, partially offset by a decrease in non-recurring integration related costs incurred in the current year period of $23.4 million and a decrease of $18.7 million related to the exited US office coffee services business.
Gross Profit and Gross Margin
During the nine months ended September 30, 2026, gross profit was $1,567.5 million, a decrease of $22.6 million, or 1.4%, as compared to the nine months ended September 30, 2025, and gross margin as a percentage of net sales was 29.9%, as compared to 31.1% during the nine months ended September 30, 2025, primarily driven by the factors discussed above.
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Selling, General and Administrative Expenses
During the nine months ended September 30, 2026, selling, general and administrative expenses were $998.5 million, a decrease of $50.9 million, or 4.9%, as compared to the nine months ended September 30, 2025, primarily due to a decrease in marketing costs of $25.8 million and a decrease in depreciation and amortization of $33.6 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.
Acquisition, Integration and Restructuring Expenses
During the nine months ended September 30, 2026, acquisition, integration and restructuring expenses were $47.5 million, a decrease of $86.2 million, as compared to the nine months ended September 30, 2025, primarily due to lower integration costs as integration efforts begin to wind down as well as net restructuring gains in the current year period.
Other Operating Income, Net
During the nine months ended September 30, 2026, other operating income, net was $45.7 million, compared to $5.4 million during the nine months ended September 30, 2025. This change is primarily due to unrealized gains on commodity forwards of $46.5 million during the nine months ended September 30, 2026 compared to unrealized gains on commodity forwards of $3.8 million in the prior year period.
Other Expense (Income), Net
During the nine months ended September 30, 2026, other expense, net was $1.4 million, compared to other income, net of $19.4 million during the nine months ended September 30, 2025. This change is primarily due to insurance proceeds received in the prior year period to repair infrastructure on a warehouse in Texas damaged by a tornado.
Loss on Modification and Extinguishment of Debt
During the nine months ended September 30, 2026, the loss on modification and extinguishment of debt was $17.7 million related to the refinancing of our then-existing Term Loans (as defined below), compared to $18.6 million during the nine months ended September 30, 2025 related to the debt refinancing consummated in the prior year period.
Interest and Financing Expense, Net
During the nine months ended September 30, 2026, interest and financing expense, net, was $239.5 million, which remained relatively consistent with a decrease of $7.6 million, or 3.1%, as compared to the nine months ended September 30, 2025.
Provision for Income Tax
During the nine months ended September 30, 2026, income tax expense was $87.6 million compared to $60.4 million during the nine months ended September 30, 2025. The effective tax rate was 28.4% during the nine months ended September 30, 2026, compared to 36.4% during the nine months ended September 30, 2025.
The effective tax rate for the nine months ended September 30, 2026 decreased from the effective tax rate from the nine months ended September 30, 2025 due primarily to a decrease in non-deductible expenses for which we have not recognized a tax benefit. The effective tax rate for the nine months ended September 30, 2026 differs from the U.S. statutory rate primarily due to non-deductible expenses for which we have not recognized a tax benefit.
Liquidity and Capital Resources
Historically, we have funded our operations, capital expenditures and acquisitions through a combination of cash generated from operating activities and debt financing, including our Term Loans and senior notes, consistent with our capital structure strategy in prior years.
Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, dividends and acquisitions. We have historically funded our operations and acquisitions primarily through cash provided by operating activities and debt financing.
We believe that a combination of cash generated from operating activities, and undrawn availability under the revolving credit facility which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and will mature in February 2030 (the "Revolving Credit Facility") will provide sufficient liquidity to support our working capital needs, planned growth and capital expenditure needs, service the ongoing principal and interest payments on our indebtedness, and support our other funding and investment requirements for the next 12 months and for the foreseeable future. However, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the then-outstanding balances of our debt. As a result, we will be dependent upon our ability to refinance such indebtedness or access the credit markets or source additional equity investments to repay the outstanding balances of our indebtedness.
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Failure to raise significant amounts of funding to repay these obligations or to refinance our indebtedness on beneficial terms at maturity would adversely affect our financial condition. We may also require additional capital in the future to pursue attractive acquisition opportunities in our industry. In addition, our ability to service our indebtedness and to fund our other liquidity requirements will depend on our ability to generate and access cash in the future, which is subject to general economic, financial, contractual, competitive, legislative, regulatory and other factors, some of which are beyond our control, as well as the other factors described in Part I, Item 1A. "Risk Factors” in our 2025 Annual Report.
As of September 30, 2026, we had $477.4 million of cash on hand (of which $0.2 million is restricted). We had access to $750.0 million of revolving loan commitments (without giving effect to $163.4 million of outstanding letters of credit) under the Revolving Credit Facility. We, or our affiliates, may from time to time seek to repurchase or retire outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Any future repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity, contractual restrictions, and other factors. The amounts involved may be material.
Description of Certain Indebtedness
Term Loans
On March 31, 2026, Primo Brands entered into an amendment (the “Fifth Amendment”), which amended that certain First Lien Credit Agreement, dated as of March 31, 2021 (as amended prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement,” and as further amended by the Fifth Amendment, the “Amended Credit Agreement” and such term loans thereunder, the "Term Loans"), by and among the Company, as the parent borrower, Triton Water Holdings, Inc. and Primo Water Holdings Inc., as borrowers (collectively, together with the Company, the “Borrowers”), the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent, and the other lenders party thereto.
The Fifth Amendment amended the Existing Credit Agreement to, among other things, refinance our then-existing Term Loans (maturing in March 2028) with a new senior secured first lien term loan facility (the “Refinancing Term Facility”) resulting in Term Loans in an aggregate principal amount of $3,090.0 million and to make related changes to effect such refinancing. The Refinancing Term Facility will mature in March 2031 and will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. The proceeds of the Refinancing Term Facility were used to repay and refinance the existing Term Loans outstanding under the Existing Credit Agreement and to pay fees, commissions, costs, expenses, and other amounts related thereto.
The interest rate applicable to borrowings under the Refinancing Term Facility will be, at our option, either (1) the base rate (which is the highest of (x) the overnight federal funds rate, plus 0.50%, (y) the prime rate on such day, and (z) the one-month Secured Overnight Financing Rate (“SOFR”) published on such date, plus 1.00%), plus an applicable margin, or (2) one-, three- or six-month SOFR, plus an applicable margin. The applicable margin for SOFR loans under the Refinancing Term Facility will be 2.75%. The Refinancing Term Facility is subject to a SOFR floor of 0.50%.
Immediately prior to the Fifth Amendment, the outstanding balance of the then existing Term Loans was $3,067.6 million. The Fifth Amendment refinanced this balance into $3,090.0 million of Term Loans, representing a net principal increase of $22.4 million.
In connection with the Fifth Amendment, we assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. We recorded an unamortized debt discount of $15.5 million and unamortized debt issuance costs of $2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss of nil and $17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026.
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As of September 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $47.3 million and $39.4 million, respectively.
There have been no material changes to the description or terms of our other indebtedness included in the 'Description of Certain Indebtedness' section of our 2025 Annual Report.
Debt Covenants
The Term Loans contain customary negative covenants including, but not limited to, restrictions on the ability of the Company and its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, optionally prepay or modify terms of certain junior indebtedness, sell or otherwise transfer certain assets, or enter into transactions with affiliates (in each case subject to permitted exceptions).
The Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter.
Under the indentures governing the Company's outstanding senior notes, the Company is subject to a number of covenants, including covenants that limit the Company and certain of its subsidiaries’ ability, subject to certain exceptions and qualifications, to, among other things, (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's subsidiaries as unrestricted subsidiaries. The covenants are substantially similar across each series of the Company's senior notes. Many of the covenants contained in the indentures will not be applicable, and the guarantees of certain senior notes will be released, during any period when the notes have an investment grade rating.
The Company was in compliance with all covenants under the agreements governing its indebtedness as of September 30, 2026.
Credit Ratings
Our objective is to maintain credit ratings that provide us with ready access to global capital and credit markets at favorable interest rates.
As of September 30, 2026, our credit ratings were as follows:
| Credit Ratings | |||||||||||
| Moody’s | Standard and Poor’s | ||||||||||
| Corporate / Family | B1 | BB- | |||||||||
| Senior Secured | Ba3 | BB | |||||||||
| Senior Unsecured | B3 | B | |||||||||
| Outlook | Positive | Neutral | |||||||||
Any downgrade of our credit ratings by either Moody’s or Standard and Poor's could increase our future borrowing costs or impair our ability to access the capital markets on terms commercially acceptable to us or at all.
Foreign Exchange Forward Contracts
We use foreign exchange forward contracts to manage the foreign exchange risk associated with the principal balance of our €441.9 million 3.875% Senior Secured Notes due October 31, 2028 and €8.1 million non-tendered 3.875% Senior Notes (collectively, the "Euro Notes"). Forward contracts are agreements to buy or sell a quantity of a currency at a predetermined future date, and at a predetermined rate or price and are traded over-the-counter.
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As part of the Transaction, we acquired foreign exchange forward contracts with a combined notional amount of €450.0 million and a maturity date of October 31, 2025 (the "2024 FX Forwards").
On August 6, 2025, we net settled the 2024 FX Forwards and simultaneously entered into new foreign exchange contracts with a combined notional amount of €450.0 million ($510.6 million at exchange rates in effect on September 30, 2026) and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.
Interest Rate Swaps
During the year ended December 31, 2025, we entered into two float-to-fixed interest rate swaps with notional amounts of $250.0 million each, maturing December 31, 2026 and December 31, 2027, respectively, to hedge the variable interest rate risk associated with $500.0 million of Term Loans principal.
Issuer Purchases of Equity Securities
Share Repurchase Program
On August 6, 2025, our Board of Directors approved a share repurchase program of $250.0 million of our outstanding Class A common stock (the “Share Repurchase Program”). On November 9, 2025, the Board of Directors approved an increase of $50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $300.0 million worth of our outstanding Class A common stock. Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that we may have for the use or investment of capital.
During the three and nine months ended September 30, 2026, we repurchased 942,829 and 3,189,947 shares, respectively, of our Class A common stock for an aggregate purchase price of approximately $22.1 million and $66.6 million, respectively, including commissions paid to brokers, through open market transactions and a discretionary repurchase as part of the August 2026 Offering (defined and detailed below) under the Share Repurchase Program.
During the three and nine months ended September 30, 2025, we repurchased 3,011,204 shares of our Class A common stock for an aggregate purchase price of approximately $73.2 million, including commissions paid to brokers, through open market transactions under the Share Repurchase Program.
Repurchased shares were subsequently retired. Please refer to the table in Part II, Item 2 of this Form 10-Q.
We are unable to predict the number of shares of Class A common stock that ultimately will be repurchased under the current Share Repurchase Program, or the aggregate dollar amount of shares of Class A common stock to be purchased in future periods. We may discontinue purchases at any time, subject to compliance with applicable regulatory requirements.
Share Repurchases
On August 5, 2026, we entered into a stock purchase agreement (the "August 2026 Stock Purchase Agreement") with one of our stockholders (the "Selling Stockholder"), which is an affiliate of One Rock Capital Partners, LLC. Pursuant to the August 2026 Stock Purchase Agreement, we agreed to repurchase 410,340 shares of Class A common stock from the Selling Stockholder at a price per share equal to the price paid by the underwriters in the August 2026 Offering (as defined below). The share repurchase closed concurrently with the August 2026 Offering on August 7, 2026 for an aggregate purchase price of approximately $10.0 million. We funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On August 6, 2026, we entered into an underwriting agreement with the Selling Stockholder and Morgan Stanley & Co. LLC, as underwriter, in connection with the underwritten secondary offering by the Selling Stockholder of 20,000,000 shares of Class A common stock at a price of $24.37 per share (the "August 2026 Offering"). The August 2026 Offering closed on August 7, 2026. The Selling Stockholder received all of the proceeds from the August 2026 Offering. No shares were sold by us.
On March 10, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Triton Water Parent Holdings, LP and its affiliates (the “Sponsor Stockholder”) and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of our Class A common stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $29.50 per share (the "March 2025 Offering"). The March 2025 Offering closed on
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March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the March 2025 Offering. No shares were sold by us. Following the March 2025 Offering, we were no longer considered a controlled company.
Pursuant to the Underwriting Agreement, we agreed to purchase 4,000,000 shares of our Class A common stock for approximately $114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the March 2025 Offering (the "March Share Repurchase"). We funded the March Share Repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On May 7, 2025, we entered into a stock purchase agreement (the "May 2025 Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings, LP, a Delaware limited partnership (“Triton Water Equity Holdings”). Pursuant to the May 2025 Stock Purchase Agreement, we agreed to repurchase 3,157,562 shares of Class A common stock from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May 2025 Offering (as defined below). The share repurchase closed concurrently with the May 2025 Offering on May 12, 2025 for an aggregate purchase price of approximately $100.0 million. We funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On May 8, 2025, we entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $31.67 per share (the "May 2025 Offering"). The May 2025 Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May 2025 Offering. No shares were sold by us.
Tax Withholding
During the three and nine months ended September 30, 2026, 10,991 and 206,137 shares of our Class A common stock were withheld from delivery to our employees to satisfy their tax obligations related to the vesting of equity-based awards. Please refer to Part II, Item 2 of this Form 10-Q.
Dividend Payments
On February 18, 2026, the Board of Directors declared a dividend of $0.12 per share on our outstanding Class A common stock, paid in cash on March 23, 2026 to stockholders of record at the close of business on March 6, 2026.
On April 28, 2026, the Board of Directors declared a dividend of $0.12 per share on our outstanding Class A common stock of the Company, paid in cash on June 15, 2026 to stockholders of record at the close of business on June 4, 2026.
On July 28, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company, paid in cash on September 8, 2026 to stockholders of record at the close of business on August 24, 2026.
On November 3, 2026, the Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company, payable in cash on December 4, 2026 to stockholders of record at the close of business on November 24, 2026.
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Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated (in millions) as reported in our Condensed Consolidated Statements of Cash Flows in the accompanying Condensed Consolidated Financial Statements:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net cash provided by operating activities of continuing operations | $ | 293.6 | $ | 283.4 | $ | 625.3 | $ | 477.2 | |||||||||||||||
| Net cash used in investing activities of continuing operations | (99.8) | (144.1) | (294.7) | (217.9) | |||||||||||||||||||
| Net cash used in financing activities of continuing operations | (83.1) | (128.2) | (229.2) | (463.0) | |||||||||||||||||||
| Cash flows from discontinued operations: | |||||||||||||||||||||||
| Net cash provided by operating activities from discontinued operations | — | 6.5 | — | 8.8 | |||||||||||||||||||
| Net cash used in investing activities from discontinued operations | — | (0.5) | — | (1.8) | |||||||||||||||||||
| Net cash used in financing activities from discontinued operations | — | (5.3) | — | (1.9) | |||||||||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (0.1) | (0.6) | (0.9) | 1.5 | |||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | 110.6 | $ | 11.2 | $ | 100.5 | $ | (197.1) | |||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 366.8 | 412.4 | 376.9 | 620.7 | |||||||||||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 477.4 | $ | 423.6 | $ | 477.4 | $ | 423.6 | |||||||||||||||
| Cash and cash equivalents and restricted cash of discontinued operations, end of period | — | 0.9 | — | 0.9 | |||||||||||||||||||
| Cash and cash equivalents and restricted cash of continuing operations, end of period | $ | 477.4 | $ | 422.7 | $ | 477.4 | $ | 422.7 | |||||||||||||||
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Net cash provided by operating activities of continuing operations was $625.3 million for the nine months ended September 30, 2026 as compared to $477.2 million for the nine months ended September 30, 2025. The $148.1 million increase was due primarily to improved earnings, excluding non-cash charges, of $80.1 million, as well as an increase in cash provided by trade payables and accrued liabilities of $141.1 million, partially offset by an increase in cash used by prepaid and other current and non current assets of $29.3 million, trade receivables of $30.1 million, and inventories of $13.7 million.
Net cash used in investing activities of continuing operations was $294.7 million for the nine months ended September 30, 2026, compared to $217.9 million for the nine months ended September 30, 2025. The increase in use of $76.8 million was due primarily to increased additions to property, plant and equipment and intangible assets of $31.9 million, increased acquisition-related activity of $19.0 million, $56.9 million of proceeds received in the prior year not recurring in the current year from the sale of the production facility in Ontario, Canada and assets sold related to our US office coffee services business, and $20.0 million of proceeds received in the prior year not recurring in the current year from insurance settlements, partially offset by $36.1 million of proceeds received from the sale of facilities within held for sale.
Net cash used in financing activities of continuing operations for the nine months ended September 30, 2026 was $229.2 million, compared to $463.0 million for the nine months ended September 30, 2025. The decrease in cash used of $233.8 million was due primarily to a decrease in Class A common stock repurchased and cancelled as a result of the share repurchases made in conjunction with the March 2025 Offering and May 2025 Offering of $214.1 million in the prior year not recurring in the current year.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance or special purpose entities,” which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Critical Accounting Policies and Estimates
Our critical accounting policies require management to make estimates and assumptions that affect the reported amounts in the Condensed Consolidated Financial Statements and the accompanying notes. These estimates are based on historical experience, the advice of external experts or on other assumptions management believes to be reasonable. Where actual amounts differ from estimates, revisions are included in the results for the period in which actual amounts become known. Historically, differences between estimates and actual amounts have not had a significant impact on our Condensed Consolidated Financial Statements.
Critical accounting policies and estimates used to prepare the Condensed Consolidated Financial Statements are discussed with the Audit Committee of our Board of Directors as they are implemented and on an annual basis.
We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2025 Annual Report.
Recently Issued Accounting Pronouncements
Refer to Note 2 - "Summary of Significant Accounting Policies" in the Condensed Consolidated Financial Statements included in this Form 10-Q for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
Our business and financial results are affected by fluctuations in world financial markets, including currency exchange rate risk, interest rates, commodity price risk and credit risk. We may utilize fixed price or volume contracts that may extend over one year and derivative financial instruments (including interest rate swap arrangements), among other methods, to hedge some of these exposures. We do not use derivative financial instruments for speculative or trading purposes.
For a discussion of the Company's quantitative and qualitative disclosures about market risk, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk, in our 2025 Annual Report. As of September 30, 2026, we have no material changes to this information.
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ITEM 4. | CONTROLS AND PROCEDURES | ||||
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS | ||||
From time to time, we are a party to various claims and legal proceedings with respect to matters such as governmental regulations, income taxes, and other actions arising out of the normal course of business. See Note 14 - "Commitments and Contingencies" in this Form 10-Q for information regarding material pending legal proceedings, including any proceeding in which a government authority is a party and that arises under any federal, state, or local provisions enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment where we believe that such proceedings, individually or in the aggregate, will result in monetary sanctions on us, exclusive of interest and costs, above $1.0 million or are otherwise material to our financial position, results of operations, or cash flows.
ITEM 1A. | RISK FACTORS | ||||
There have been no material changes to our risk factors since December 31, 2025. Please refer to our 2025 Annual Report.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
Report of Offering of Securities and Use of Proceeds Therefrom
On August 7, 2026, we completed a secondary offering of our Class A common stock pursuant to which, Triton Water Equity Holdings, which is an affiliate of One Rock Capital Partners, LLC, sold 20,000,000 shares of Class A common stock at a price of $24.37 per share for an aggregate public offering price of approximately $487.4 million (the "August 2026 Offering"). Morgan Stanley & Co. LLC acted as the lead book-running manager for the August 2026 Offering. The Company did not receive any proceeds from the sale of shares of Class A common stock by Triton Water Equity Holdings.
The August 2026 Offering was made pursuant to a prospectus supplement, dated August 6, 2026, to the prospectus dated December 4, 2025, which forms part of the Company’s post-effective amendment on Form S-3.
In the August 2026 Offering, Triton Water Equity Holdings paid any underwriting fees, discounts, and selling commissions incurred by such holder in disposing of its shares of Class A common stock, and we bore all other costs, fees, and expenses incurred in effecting the registration of such securities covered by the prospectus, including, without limitation, all registration and filing fees, NYSE listing fees, and fees and expenses of our counsel and our independent registered public accountants. From August 5, 2026 through September 30, 2026, third party fees incurred by the Company associated with the August 2026 Offering were approximately $0.4 million.
Share Repurchase Program
On August 6, 2025, our Board of Directors approved a share repurchase program of $250.0 million of our outstanding Class A common stock (the “Share Repurchase Program”). On November 9, 2025, the Board of Directors approved an increase of $50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $300.0 million. Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that we may have for the use or investment of capital. During the three months ended September 30, 2026, we repurchased 942,829 shares of our Class A common stock for an aggregate purchase price of approximately $22.1 million, including commissions paid to brokers, through open market transactions and a discretionary repurchase under the Share Repurchase Program.
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Information regarding purchases made by or on behalf of us or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of our Class A common stock during the three months ended September 30, 2026 is provided below:
Total Number of Shares of Class A Common Stock Purchased 3 | Average Price Paid per Share of Class A Common Stock 1 | Total Number of Shares of Class A Common Stock Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate Dollar Value of Class A Common Stock that May Yet Be Purchased Under the Plans or Programs 2 | ||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 229,241 | 23.99 | 229,241 | 57,347,270 | |||||||||||||||||||
| August 1, 2026 - August 31, 2026 | 596,551 | 24.05 | 512,551 | 44,997,427 | |||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 201,037 | 20.89 | 201,037 | 40,797,629 | |||||||||||||||||||
Total | 1,026,829 | ||||||||||||||||||||||
1 The average price per share of Class A common stock repurchased under the Share Repurchase Program does not include commissions paid to brokers.
2 Reflects the Share Repurchase Program, which was publicly announced on August 7, 2025 and authorizes the Company, to repurchase up to $250.0 million of our Class A common stock. On November 9, 2025, the Board of Directors approved an increase of $50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $300.0 million of our Class A common stock. On November 3, 2026, the Board of Directors approved a new share repurchase program of $300.0 million of the Company's outstanding Class A common stock ("New Share Repurchase Program"), replacing the existing Share Repurchase Program and the remaining $40.8 million of authorization as of September 30, 2026 under the existing program. The New Share Repurchase Program will expire when all of the available allotted funds under the Share Repurchase Program are depleted.
3 Inclusive of 84,000 shares purchased by affiliated purchasers through open market transactions during the quarter ended September 30, 2026. These transactions were not conducted under the Share Repurchase Program.
Tax Withholding
During the three months ended September 30, 2026, we withheld 10,991 shares of Class A common stock at an average price of $24.53 per share, from delivery to our employees to satisfy their tax obligations related to the vesting or exercise of equity-based awards.
Unregistered Sales of Equity Securities
We did not issue any equity securities that were not registered under the Securities Act during the period covered by this Form 10-Q.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | ||||
None.
| ITEM 4. | MINE SAFETY DISCLOSURES | ||||
Not applicable.
ITEM 5. | OTHER INFORMATION | ||||
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Securities trading arrangements.
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During the three months ended September 30, 2026, none of the Company's directors or executive officers (as such term is defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted, terminated
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ITEM 6. | EXHIBITS | ||||
| Incorporated by Reference | Filed/ Furnished Herewith | |||||||||||||||||||||||||||||||
Exhibit No. | Description of Exhibit | Form | Exhibit No. | Filing Date | File No. | |||||||||||||||||||||||||||
2.1 (1) | 8-K | 2.1 | 6/18/2024 | 001-31410 | ||||||||||||||||||||||||||||
2.2 (1) | 8-K | 2.1 | 10/4/2024 | 001-31410 | ||||||||||||||||||||||||||||
| 3.1 | 8-K 12G3/A | 3.1 | 11/12/2024 | 000-56706 | ||||||||||||||||||||||||||||
| 3.2 | 8-K 12G3/A | 3.2 | 11/12/2024 | 000-56706 | ||||||||||||||||||||||||||||
10.1 (1)(2) | 10-Q | 10.1 | 8/5/2026 | 001-42404 | ||||||||||||||||||||||||||||
| 10.2 | 8-K | 10.1 | 8/10/2026 | 001-42404 | ||||||||||||||||||||||||||||
| 31.1 | * | |||||||||||||||||||||||||||||||
| 31.2 | * | |||||||||||||||||||||||||||||||
| 32.1 | ** | |||||||||||||||||||||||||||||||
| 32.2 | ** | |||||||||||||||||||||||||||||||
101.INS | Inline XBRL Instance Document - The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | *** | ||||||||||||||||||||||||||||||
101.SCH | Inline XBRL Instance Extension Schema | *** | ||||||||||||||||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | *** | ||||||||||||||||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | *** | ||||||||||||||||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | *** | ||||||||||||||||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | *** | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101. | *** | ||||||||||||||||||||||||||||||
______________________
1 Schedules and exhibits or other portions of this exhibit have been omitted pursuant to Item 601(a) or 601(b) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
2 Indicates a management contract or compensatory plan.
* Filed herewith
** Furnished herewith
*** Submitted electronically herewith
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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 thereunto duly authorized.
PRIMO BRANDS CORPORATION | ||||||||
| November 5, 2026 | By: | /s/ David Hass | ||||||
| Name: | David Hass | |||||||
Title: | Chief Financial Officer | |||||||
| (On behalf of the Company) | ||||||||
| November 5, 2026 | By: | /s/ Jason Ausher | ||||||
| Name: | Jason Ausher | |||||||
Title: | Chief Accounting Officer | |||||||
| (Principal Accounting Officer) | ||||||||
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eric J. Foss, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Primo Brands Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Eric J. Foss | ||
| Eric J. Foss | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Dated: November 5, 2026 | ||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Hass, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Primo Brands Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ David Hass | ||
| David Hass | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Dated: November 5, 2026 | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Eric J. Foss, Chief Executive Officer of Primo Brands Corporation (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission on the date hereof of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”).
The undersigned hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 5th day of November, 2026.
/s/ Eric J. Foss | ||
| Eric J. Foss | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, David Hass, Chief Financial Officer of Primo Brands Corporation (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission on the date hereof of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”).
The undersigned hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 5th day of November, 2026.
/s/ David Hass | ||
| David Hass | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||