Screener / SEC EDGAR /CIK 0002042694 /10-K filed Feb 27, 2026, compared with Feb 27, 2025 /Numbers from the XBRL of the 10-Ks
NYSE Consumer staples · Beverages

Primo Brands Corp PRMB

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New in the 10-K 8 paragraphs with nothing like them in the 10-K filed Feb 27, 2025 New in the 10-Q 10 paragraphs not in the 10-Q filed Aug 5, 2026 10-Q against the 10-K 10 risk factor paragraphs and sentences added or reworded

New risk paragraphs, branching off last year

Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 27, 2025. A box jumps to the paragraph as filed, below.

8 new

Paragraphs with nothing like them in last year's 10-K

Quoted exactly

8 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

In addition, we may pursue divestitures or other strategic transactions. Divestitures and other strategic transactions may not have the anticipated impact on our business, may negatively impact revenues and may make it difficult to generate cash flows to meet our cash requirements.

Read in the 10-K

products or increasing promotional activities, while smaller companies may be more innovative, better able to bring new products to market, and better able to quickly exploit and serve niche markets.

Read in the 10-K

to their demand for our products or that we will generate sales growth in an amount sufficient to offset inflationary and other cost pressures.

Read in the 10-K

Our business relies heavily on sustaining a strong reputation for product quality, safety, and effectiveness. Unfavorable publicity or shifts in consumer sentiment toward our offerings—or toward comparable products sold by others—can depress sales. Such negative attention can stem from concerns or perceptions related to product safety or quality, environmental stewardship, workplace practices, or other facets of our operations. The growth of social media and related online channels—such as blogs, messaging platforms, and social networking sites—has amplified how quickly information can reach large audiences. The rapid spread of critical or inaccurate statements about our company, brands, products, or leadership through these channels could harm our business, reputation, financial position, and operating results. We may also be unable to promptly or effectively address, counter, or correct misperceptions that arise from unfavorable publicity.

Read in the 10-K

As a result of the Transaction, we have been, and may continue to be exposed to increased litigation from stockholders, customers, suppliers, consumers, and other third parties due to the combined company’s business following the Closing. For example, the Company and certain directors and officers have been named as defendants in a stockholder class action and a stockholder derivative action based on alleged misrepresentations regarding the Transaction and the Company’s performance following the Transaction. We believe the plaintiffs’ claims are without merit, and we intend to defend ourselves vigorously. For additional information about this case, see Note 23 - “Commitments and Contingencies” to the Consolidated Financial Statements in this Annual Report. This litigation, and any other such litigation may have an adverse impact on our business and results of operations or may cause disruptions to our operations.

Read in the 10-K
Show the other 2

A lowering or withdrawal of the ratings assigned to us or our debt securities by rating agencies could increase our future debt issuance costs and reduce our access to capital.

The debt ratings for our notes are below the “investment grade” category, which results in higher interest costs as well as a reduced pool of potential purchasers of our debt as some investors will not purchase debt securities that are not rated “investment grade.” Ratings agencies regularly evaluate us and our credit ratings based on a number of quantitative and qualitative factors, including our financial strength and conditions affecting our industry, and our credit ratings remain subject to change at any time. For example, in March 2025, Moody’s Ratings downgraded the ratings on certain of our debt securities, and it is possible that a ratings agency may take action to downgrade our credit ratings, or the ratings of our debt securities, in the future. A lowering or withdrawal of the ratings assigned to us or our debt securities could increase our future debt issuance costs and reduce our access to capital.

Read in the 10-K

We source some of our goods from countries impacted by the tariff programs announced by the U.S. federal government in 2025. If enforced, these tariffs could have an adverse effect on our business and financial results during the 2025 fiscal year and possibly beyond. We have reviewed our supply chain and business and, based on information currently available, we believe these tariffs could result in higher costs of materials used for packaging, certain ingredients and certain equipment which are currently sourced from countries impacted by the tariff programs. We continue to closely monitor the tariff environment and continue to evaluate and explore opportunities to mitigate the potential negative impacts but there is no guarantee that these efforts will be effective.

Read in the 10-K

Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before

New in the latest 10-Q

10 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent, and the other lenders party thereto.

Read in the 10-Q

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.

Read in the 10-Q

No shares were sold by the Company. Following the March 2025 Offering, the Company was no longer considered a controlled company.

Read in the 10-Q

($ in millions) ¹ Gains and Losses On Derivative Instruments Cumulative Translation Adjustment Postretirement Benefit Plan Items Total

Read in the 10-Q

cash inflows and outflows related to derivative and hedging instruments within the appropriate cash flows section associated with the item being hedged.

Read in the 10-Q
Show the other 5

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.

Read in the 10-Q

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.

Read in the 10-Q

Risk Factors

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.

Read in the 10-Q

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.

Read in the 10-Q

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.

Read in the 10-Q

The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 27, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:There have been no material changes to our risk factors since December 31, 2025. Please refer to our 2025 Annual Report.

Read in the 10-Q
Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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:

Read it in the 10-Q at sec.gov

Show the other 5
Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
1 The average price per share of Class A common stock repurchased under the Share Repurchase Program does not include commissions paid to brokers.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
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.

Read it in the 10-Q at sec.gov

Added10-Q Nov 5, 2026 vs 10-K Feb 27, 2026
We did not issue any equity securities that were not registered under the Securities Act during the period covered by this Form 10-Q.

Read it in the 10-Q at sec.gov

Phrases used for the first time

Two-word phrases in Risk Factors of the 10-K filed Feb 27, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 27, 2025

debt securities ×5transition period ×4registration statement ×3pre-paid variable ×3variable share ×3share forward ×3forward transaction ×3one-year transition ×3strategic transactions ×2unfavorable publicity ×2longer considered ×2however even ×2longer controlled ×2change matters ×2sbs package ×2secured indenture ×2
Where each one is used
  • debt securities: A lowering or withdrawal of the ratings assigned to us or our debt securities by rating agencies could increase our future debt issuance costs and reduce our access to capital.
  • transition period: We are no longer considered a “controlled company” within the meaning of the NYSE listing requirements. However, even though we are no longer a “controlled company,” we will continue to qualify for, and intend to rely on, exemptions from certain corporate governance requirements during a one-year transition period....
  • registration statement: •the shares of Class A common stock that could be sold pursuant to any applicable registration statement or exemption from registration could represent a substantial percentage of the outstanding shares of Class A common stock, and the sales of such shares, or the perception that these sales could occur, could...
  • pre-paid variable: We have filed a registration statement registering the resale of up to 218,618,368 shares of Class A common stock, which was declared effective by the SEC on March 7, 2025. Pursuant to this registration statement, or upon effectiveness of any future registration statements, or upon satisfaction of the requirements...
  • variable share: We have filed a registration statement registering the resale of up to 218,618,368 shares of Class A common stock, which was declared effective by the SEC on March 7, 2025. Pursuant to this registration statement, or upon effectiveness of any future registration statements, or upon satisfaction of the requirements...
  • share forward: We have filed a registration statement registering the resale of up to 218,618,368 shares of Class A common stock, which was declared effective by the SEC on March 7, 2025. Pursuant to this registration statement, or upon effectiveness of any future registration statements, or upon satisfaction of the requirements...
  • forward transaction: We have filed a registration statement registering the resale of up to 218,618,368 shares of Class A common stock, which was declared effective by the SEC on March 7, 2025. Pursuant to this registration statement, or upon effectiveness of any future registration statements, or upon satisfaction of the requirements...
  • one-year transition: We are no longer considered a “controlled company” within the meaning of the NYSE listing requirements. However, even though we are no longer a “controlled company,” we will continue to qualify for, and intend to rely on, exemptions from certain corporate governance requirements during a one-year transition period....

The 10-K at sec.gov

Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.

What was taken out

18 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.

Across all companies
Primo Brands was recently incorporated in connection with the Transaction and has no operating history or revenues and the operations of Primo Water and BlueTriton have not previously been managed on a combined basis. The unaudited supplemental pro forma information in Note 3 - Business Combinations within this Annual Report is presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the Transaction for a number of reasons. For example, the unaudited supplemental pro forma information has been derived from the...
In the 10-K filed Feb 27, 2025
As a company with operations outside North America in the United Kingdom, and Israel, we may also encounter difficulties associated with managing an organization with operations in multiple countries, complying with differing laws and regulations (including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and local laws prohibiting payments to government officials and other corrupt practices, tax laws, regulations and rates), enforcing agreements, and collecting receivables through foreign legal systems. Although we have implemented policies and procedures designed to...
In the 10-K filed Feb 27, 2025
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes appearing elsewhere in this Annual Report. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity and the amount of revenue and expenses. Significant estimates and...
In the 10-K filed Feb 27, 2025
Parties with which Primo Water and BlueTriton have historically done business may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with the Company following the Closing. Primo Water’s and BlueTriton’s historical relationships, which we have inherited, may be subject to disruption as persons or entities with whom Primo Water and/or BlueTriton have had a business relationship may have concerns about a larger organization, or otherwise, and may delay or defer certain business decisions or might decide to seek to...
In the 10-K filed Feb 27, 2025

Sources

Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.

Also

10-K change: what was reworded or cut, section by section.

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