prmb-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

_______________________________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			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

_________________________

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

_________________________


Delaware						99-3483984
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1150 Assembly Drive, Suite 800 Tampa, Florida 33607						3001 Summer Street Stamford, Connecticut 06905
(Address of Principal Executive Offices, including zip code)

Registrant’s telephone number, including area code: (813) 544-8515

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
Class A common stock, $0.01 par value per share	PRMB	The New York Stock Exchange

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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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 May 4, 2026 was 362,868,562.

TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION
Item 1 .	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6


	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Cash Flows	8
	Condensed Consolidated Statements of Stockholders' Equity	10
	Notes to Unaudited Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41



Item 2.	Unregistered Sales of Equity S ecurities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		44

Table of Co ntents

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 Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits and appendices 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.

Table of Co ntents

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)	March 31, 2026		December 31, 2025
ASSETS
Current Assets:
Cash, cash equivalents and restricted cash	$	288.2	$	376.9
Trade receivables, net of allowance for expected credit losses of $21.7 and $20.5 as of March 31, 2026 and December 31, 2025, respectively	535.8		431.8
Inventories	247.9		223.5
Prepaid expenses and other current assets	174.6		148.9
Current assets held for sale	40.1		36.7
Total current assets	1,286.6		1,217.8
Property, plant and equipment, net	2,160.3		2,185.5
Operating lease right-of-use-assets, net	526.8		539.3
Goodwill	3,590.4		3,581.9
Intangible assets, net	2,950.4		2,992.7
Other non-current assets	75.9		85.6

Total assets	$	10,590.4	$	10,602.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt	$	72.9	$	73.3
Trade payables	498.2		518.9
Accruals and other current liabilities	658.7		597.6
Current portion of operating lease obligations	89.6		92.9

Total current liabilities	1,319.4		1,282.7
Long-term debt, less current portion	5,082.4		5,084.6
Operating lease obligations, less current portion	465.4		474.4
Deferred income taxes	696.4		691.5
Other non-current liabilities	69.6		77.0

Total liabilities	$	7,633.2	$	7,610.2
Commitments and contingencies
Stockholders' Equity:

Common stock, $0.01 par value, 900,000,000 shares authorized, 362,928,927 and 363,940,940 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	$	3.6	$	3.7
Additional paid-in capital	5,026.0		5,017.3
Accumulated deficit	(2,060.5)		(2,014.5)
Accumulated other comprehensive loss	(11.9)		(13.9)
Total stockholders' equity	2,957.2		2,992.6
Total liabilities and stockholders' equity	$	10,590.4	$	10,602.8

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Co ntents

PRIMO BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited


	Three Months Ended March 31,
($ in millions, except share and per share values)	2026		2025
Net sales	$	1,626.1	$	1,613.7
Cost of sales	1,161.2		1,092.7
Gross profit	464.9		521.0
Selling, general and administrative expenses	336.7		327.8
Acquisition, integration and restructuring expenses	20.8		39.8

Other operating (income) expense, net	(30.6)		0.2
Operating income	138.0		153.2
Other expense, net	1.2		0.1
Loss on modification and extinguishment of debt	17.7		18.6
Interest and financing expense, net	78.3		82.1
Income from continuing operations before income taxes	40.8		52.4
Provision for income taxes	13.5		17.7
Net income from continuing operations	27.3		34.7
Net loss from discontinued operations, net of tax	—		(6.0)
Net income	$	27.3	$	28.7




Net income (loss) per common share
Basic:
Continuing operations	$	0.08	$	0.09
Discontinued operations	$	—	$	(0.01)
Net income per common share	$	0.08	$	0.08
Diluted:
Continuing operations	$	0.07	$	0.09
Discontinued operations	$	—	$	(0.01)
Net income per common share	$	0.07	$	0.08

Weighted-average common stock outstanding (in thousands)
Basic	363,579		379,251
Diluted	365,839		381,613

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Co ntents

PRIMO BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited


	Three Months Ended March 31,
($ in millions)	2026		2025
Net income	$	27.3	$	28.7
Other comprehensive income, net of tax:
Net change in foreign currency translation adjustments	(1.6)		2.7
Net unrealized actuarial loss in postretirement benefit plans1	(0.2)		(0.2)
Unrealized gain on fair value hedges, net of tax2	2.4		2.0
Unrealized gain on interest rate swaps, net of tax3	1.4		—
Other comprehensive income	2.0		4.5
Total comprehensive income	$	29.3	$	33.2

1 Net of tax impact of $0.1 million and nil for the three months ended March 31, 2026 and March 31, 2025, respectively.

2 Net of the tax impact of $0.8 million and $0.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

3 Net of the tax impact of $0.5 million for the three months ended March 31, 2026.

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Co ntents

PRIMO BRANDS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited


	Three Months Ended March 31,
($ in millions)	2026		2025
Cash flows from operating activities of continuing operations:
Net income	$	27.3	$	28.7
Less: Net loss from discontinued operations, net of income taxes	—		(6.0)
Net income from continuing operations	$	27.3	$	34.7
Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations:
Depreciation and amortization	141.0		128.6
Amortization of debt discount and issuance costs	8.8		6.1
Stock-based compensation costs	9.9		12.0


Restructuring (gains) charges, net	(4.2)		0.5
Inventory obsolescence expense	2.8		1.2
Charge for expected credit losses	14.9		7.1
Deferred income taxes	3.7		(2.6)
Unrealized gain on commodity forwards, net	(31.1)		(1.1)


Other non-cash items	2.7		2.6
Changes in operating assets and liabilities, net of effects of businesses acquired:
Trade receivables	(118.8)		(67.1)
Inventories	(25.8)		(45.7)
Prepaid expenses and other current and non-current assets	6.7		34.6
Trade payables and accruals and other current and non-current liabilities	65.9		(72.1)
Net cash provided by operating activities of continuing operations	103.8		38.8
Cash flows from investing activities of continuing operations:
Purchases of property, plant and equipment	(104.5)		(62.0)
Purchases of intangible assets	(13.6)		<

SEC Form 10-Q filed by Primo Brands Corporation