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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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The 10-K against last year's

217 changes: 37 added, 40 removed, 136 reworded, 4 quiet changes

10-K Feb 27, 2026 vs Feb 27, 2025
Risk Factors 16.5% of the text changed · 22,287 words now · 8 new paragraphs, 18 gone MD&A 38.7% of the text changed · 11,252 words now · 29 new paragraphs, 22 gone Legal Proceedings 61.6% of the text changed · 1,921 words now

10-K 0001628280-26-012779 (Feb 27, 2026) vs 10-K 0002042694-25-000003 (Feb 27, 2025) Not compared: Accounting Policies.

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

265 paragraphs · 8 new · 88 reworded · 18 gone · 10-K Feb 27, 2026 against Feb 27, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 118 · 49% changed Every version of it
The protection of customer, associate, and company data is critical and is an expanding focus of federal, state, and provincial legislatures and regulators in the United States, Canada, States and Europe. Canada. For example, the California Consumer Privacy Act of 2018, which came into effect in January of 2020, gives California residents additional data privacy rights, including allowing consumers to opt out of certain data sharing with third parties, and provides an additional cause of action for data breaches. Moreover, the California Privacy Rights Act, which went into effect on January 1, 2023, significantly modified the California Consumer Privacy Act of 2018 (collectively, the “CCPA”), and imposed additional data privacy and protection obligations on certain companies doing business in California. Additionally, the European Union General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”) impose comprehensive data privacy compliance obligations in relation to our collection and other use of data relating to an identifiable living individual, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal data out of the European Economic Area and the United Kingdom.
Paragraph 82 · 48% changed Every version of it
Our failure to develop innovative products or adopt new technologies, including artificial intelligence and data analytics, could put us at a competitive disadvantage in the marketplace, and our business and results of operations could be negatively affected. Artificial intelligence presents both opportunities and risks. Our use and reliance on artificial intelligence is expected to grow as the technology matures and deployment becomes more widespread. However, the use of artificial intelligence may create or exacerbate existing risks, including those related to data privacy and security, intellectual property, regulatory compliance, bias and discrimination, litigation, operational disruption and reputational harm. The regulatory environment for artificial intelligence is rapidly evolving, with governments around the world considering and adopting new laws, regulations and guidance. Compliance with these evolving requirements could increase our costs and affect how we use artificial intelligence in our business.
Paragraph 111 · 48% changed Every version of it
We rely on computer systems, hardware, software, technology infrastructure, and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services. We and certain of our third-party providers collect, maintain, and process data about customers, associates, business partners, and others, including information about individuals—such as email addresses, mobile phone numbers, location information, delivery partners’ license numbers, and Social Security numbers of delivery partners, consumer payment card information, and delivery partner bank account information—as well as proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).
Paragraph 154 · 46% changed Every version of it
We are no longer considered a “controlled company” within for the meaning purposes of the NYSE listing requirements and, as NYSE. However, even though we are no longer a result, “controlled company,” we continue to qualify for, and may rely on, exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded requirements that would otherwise provide protection to stockholders of other companies that are subject to such corporate governance requirements. during a one-year transition period ending March 11, 2026.
Paragraph 119 · 45% changed Every version of it
The protection of customer, associate, and company data is critical and is an expanding focus of federal, state, and provincial legislatures and regulators in the United States, Canada, and Europe. For example, the California Consumer Privacy Act of 2018, which came into effect in January of 2020, gives California residents additional data privacy rights, including allowing consumers to opt out of certain data sharing with third parties, and provides an additional cause of action for data breaches. Moreover, the California Privacy Rights Act, which went into effect on January 1, 2023, significantly modified the California Consumer Privacy Act of 2018 (collectively, the “CCPA”), and imposed additional data privacy and protection obligations on certain companies doing business in California. Additionally, the European Union General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”) impose comprehensive data privacy compliance obligations in relation to our collection and other use of data relating to an identifiable living individual, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal data out of the European Economic Area and the United Kingdom.
Paragraph 192 · 45% changed Every version of it
products. For instance, PFAS, FDA released testing results for PFAS in bottled water following a group survey of synthetic substances that has historically been used in food packaging domestic and a wide variety of other products imported bottled water collected at retail locations across the U.S. and may be found in continues to analyze bottled water sources (including groundwater aquifers and municipal supplies), has been targeted for risk assessment, restriction, and high-priority remediation, as well as being the subject of litigation, governmental investigations, and legislative and regulatory efforts in the United States and other countries. foods for PFAS. Changes in laws, regulations, or government policy and related interpretations may alter the environment in which we do business and create increased costs of compliance with current and future environmental laws and regulations, which may negatively affect our results of operations or increase our costs or liabilities.
Paragraph 168 · 44% changed Every version of it
In light of stakeholders’ increased focus on sustainability matters, there can be no certainty that we will manage such issues successfully. This could negatively impact our ability to access capital and could lead to risk of litigation or reputational damage relating to our sustainability policies or performance. Our reputation may be harmed if certain stakeholders, such as our clients, stockholders or other third parties, believe that we are not adequately or appropriately responding to sustainability, or climate change, or ESG change matters or excessively factoring in sustainability, or climate change, or ESG change matters.
Paragraph 254 · 38% changed Every version of it
Borrowings under our senior credit facilities bear interest at variable rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed may remain the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

MD&A

153 paragraphs · 29 new · 90 reworded · 22 gone · 10-K Feb 27, 2026 against Feb 27, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 139 · 47% changed
Our principal source of revenue is bottled water sales to customers primarily in the United States and Canada. 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 we expect to receive in exchange for those goods. Amounts collected from customers for sales taxes are excluded from the transaction price. We measure 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 (we have only one obligation).
Paragraph 130 · 45% changed
Net cash provided by operating used in investing activities from of continuing operations was $463.8 $337.9 million for the year ended December 31, 2024 as 2025, compared to $320.9 net cash provided by investing activities of continuing operations of $468.6 million for the year ended December 31, 2023, an increase 2024. The decrease of $142.9 million. Improvement in fiscal year 2024 was $806.5 million is primarily due to working capital improvements including a reduction in cash used for accounts payable increased additions to property, plant and equipment and intangible assets of $204.6 $243.5 million and a $32.3 $665.9 million increase of cash acquired in cash provided from trade receivable, the Transaction in the prior year not recurring in 2025, partially offset by a net loss $56.9 million of proceeds received from continuing operations, driven primarily by Transaction the sale of the production facility in Ontario, Canada and assets related expenses. to our coffee business and $47.3 million of proceeds from insurance settlements.
Paragraph 88 · 45% changed
The New 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 New 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. We were in compliance with the applicable covenants as of December 31, 2025.
Paragraph 35 · 44% changed
During the year ended December 31, 2023, acquisition, integration and restructuring expenses were $16.9 2025, cost of sales was $4,643.8 million, a decrease an increase of $66.9 $1,112.9 million, or 79.8%, 31.5%, as compared to the year ended December 31, 2022, 2024. The increase in costs was primarily driven by $1,126.6 million of cost of sales attributable to Primo Water as a result of a year over year decrease in IT implementation costs of $56.0 million the Transaction and, to a lesser extent, lower severance $35.6 million of non-recurring integration costs attributable to BlueTriton Brands in the current year, partially offset by $65.0 million in non-recurring costs of sales as a result of the sale of the production facility in Ontario, Canada that was completed during 2023. the first quarter of 2025.
Paragraph 111 · 44% changed
As part of On August 6, 2025, we net settled the Transaction, we acquired 2024 FX Forwards and simultaneously entered into new foreign exchange forward contracts with a combined notional amount of €450.0 million ($529.3 million at exchange rates in effect on December 31, 2025) and a maturity date of October 31, 2025. We are utilizing the derivative financial instrument November 1, 2027 to hedge the foreign exchange risk associated with the 3.875% Senior Euro Notes.
Paragraph 82 · 44% changed
Triton Concurrently with the Fourth Amendment to the Amended Credit Agreement, the Company repaid all outstanding amounts and terminated its commitments under the credit agreement among Primo Water, as parent borrower, Primo Water Holdings and Intermediate Holdings entered into the asset based lending (“ABL”) revolving credit agreement (the “ABL Credit Facility”) on March 31, 2021 with a group of lenders and certain other subsidiary borrowers, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto entered into on March 6, 2020 (as amended on September 23, 2021, January 13, 2023 and July 11, 2024) which provided for a senior secured revolving credit facility in an initial aggregate committed amount of $350.0 million (the “Original Revolving Credit Facility”). The Company also repaid all outstanding amounts and terminated its commitments under the asset based lending revolving credit agreement (“ABL Credit Facility") among Triton Water Holdings and Intermediate Holdings and the lenders thereto entered into on March 31, 2021 which provided for up to $350.0 million of revolving loan commitments, up to $50.0 million of which was available as swingline loans and up to $75.0 million of which was available as letters of credit, which letters of credit shall expire not more than 12 months after the date of issuance (with options for auto renewal). The ABL Credit Facility had a maturity date of March 31, 2026. On the Early Settlement Date, we repaid all amounts outstanding and terminated commitments under the ABL Credit Facility. commitments.
Paragraph 131 · 44% changed
Net cash used in financing activities from of continuing operations for the year ended December 31, 2023 2025 was $162.3 $632.0 million, compared to $147.7 $362.9 million for the year ended December 31, 2022, 2024. The $269.1 million increase was due primarily to an increase in Class A common stock repurchased and cancelled of $14.6 million. The use $411.1 million due primarily to the Share Repurchase Program, an increase in dividends paid to holders of cash during fiscal our Class A common stock of $115.6 million representing a full year 2023 primarily of activity in the year ended December 31, 2025 compared to one quarter of activity in the prior year and an increase in finance lease principal payments of $26.3 million, as well as $392.0 million in borrowings, net of discount, related to the redemption of preferred stock of $183.6 2024 Incremental Term Loan in March 2024 and $25.0 million and payment of a dividend on preferred stock of $49.9 million and the scheduled principal payments of the Term Loans, in other borrowings not recurring in 2025. These increases were partially offset by a dividend to the Sponsor Stockholder of $448.6 million, the dividends paid to Primo Water stockholders of $131.5 million and repayments of borrowings on the ABL of $115.0 million, each of which occurred in 2024 and did not recur in 2025.
Paragraph 60 · 43% changed
On February 7, 2025, Triton Water Holdings the Early Tender Date, we entered in that certain First Supplemental Indenture into supplemental indentures related to the indenture respective indentures governing the 6.250% Senior Original Notes (the “6.250% Notes Indenture”) to eliminate that eliminated substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the 6.250% indentures. Additionally, the supplemental indentures to the indentures governing the Original 3.875% Senior Notes Indenture, which First Supplemental Indenture became operative upon and the Early Settlement. Original 4.375% Senior Notes released the guarantees of such notes previously provided by the guarantors thereunder.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

MD&A315 words changed in this paragraph; it is 48% similar to last year's version.
We have an extensive a comprehensive portfolio of highly recognizable, responsibly sourced recognizable and conveniently packaged branded water and beverages distributed that reach consumers whenever, wherever, and however they hydrate through distribution across more than 200,000 retail outlets, including 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 (which are our brands that generate more than $1 billion in annual net sales), “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional leaders spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo WaterTM Water® and Sparkletts®, and flavored and enhanced brands beverages like AC+ION® Splash Refresher™ and Splash RefresherTM. These brands are sold directly across retail channels, including mass food, convenience, natural, drug, wholesale, distributors and home improvement, as well as food service accounts in North America. AC+ION®. We also have extensive direct-to-consumer offerings with our an industry-leading line-up of innovative water dispensers, which create customer and consumer connectivity through recurring water purchases across purchases. We operate a vertically integrated coast-to-coast network that distributes our Water Direct, Water brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through our Direct Delivery, Exchange and Water Refill businesses. offerings. Through our Water Direct business, Delivery, we deliver responsibly sourced hydration solutions direct to home and business customers. Through our Water 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 Water Refill business, consumers have the option to refill empty multi-use bottles at approximately over 23,500 self-service refill stations. We also offer water filtration units for home and business consumers customers across North America. We are 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. We have a portfolio of over 80 springs and actively manage water resources to help assure 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.

Source: Item 7, 10-K 0001628280-26-012779 vs Item 7, 10-K 0002042694-25-000003

Legal Proceedings197 words changed in this paragraph; it is 42% similar to last year's version.
As a result of rulings on multiple dispositive motions, including most recently on December 30, 2024, the case has been narrowed in certain respects. On January 6, 2025, both the Plaintiffs and BlueTriton Brands moved for reconsideration of portions of the December 30, 2024 decision, which granted in part and denied in part BlueTriton Brands’ motion for summary judgment. Upon the resolution of those motions, the Plaintiffs are expected to seek to certify multiple classes, including a nationwide common law fraud class, a subclass comprised of BlueTriton Brands’ home and office customers for breach of contract, and state subclasses comprised of retail purchasers for violation of consumer protection statutes in New York, New Jersey, Massachusetts, New Hampshire, and Pennsylvania. Plaintiffs’ claims for injunctive relief have been dismissed. The Plaintiffs are seeking compensatory damages and/or statutory damages. For the common law fraud claims, the Plaintiffs purport to compute damages by multiplying the alleged price premium that Nestle Nestlé Waters obtained from its alleged “spring water” misrepresentation by the number Nestlé Waters’ total dollar sales of bottles Poland Spring® still water products sold by Nestlé Waters during the class period, while statutory damages normally are determined by multiplying a statutorily established amount by the number of violations. The quantification of Plaintiffs’ recoverable damages is not reasonably determinable at this stage of the litigation. No trial date has been set. We believe that Plaintiffs’ claims are without merit, and we intend to defend ourselves vigorously. Based upon information presently known to management, the Company has not accrued a loss for the matters described above as the Company believes that a loss is

Source: Item 3, via Note 23 – COMMITMENTS AND CONTINGENCIES, 10-K 0001628280-26-012779 vs Item 3, via Note 23 – COMMITMENTS AND CONTINGENCIES, 10-K 0002042694-25-000003

Risk Factors178 words changed in this paragraph; it is 76% similar to last year's version.
Many of the tax laws to which we are subject or under which we operate are unsettled and may be subject to significant change. The issuance of additional guidance related to existing or future tax laws, or changes to tax laws or regulations proposed or implemented by the current or a future U.S. presidential administration, Congress, or taxing authorities in other jurisdictions, including jurisdictions outside of the United States, could materially affect our tax obligations and effective tax rate. For example, the One Big Beautiful Bill Act ("OBBBA"), enacted on July 4, 2025, significantly changed the U.S. tax landscape by implementing revisions to key business tax provisions, including the reinstatement of bonus depreciation deductions for acquisitions of qualified property, the restoration of EBITDA-based business interest expense limitation, the expansion of rules related to deductibility of executive compensation, and the implementation of changes relating to the computation of certain taxes in respect of non-US activities. The initial impact of changes brought about by OBBBA does not have a material impact on our effective tax rate but does decrease our cash tax liability for the current year. The long-term effects on the results of operations and cash flows remain uncertain and could be significant. Additionally, the Organisation for Economic Cooperation and Development (the “OECD”) has announced an accord commonly referred to as “Pillar Two” to set a minimum global corporate tax rate of 15%, which is being or may be implemented in many jurisdictions, including the United States. jurisdictions. The OECD is also issuing guidelines that are different, in some respects, than current international tax principles. If countries amend their tax laws to adopt all or part of the OECD guidelines, this may increase tax uncertainty and increase taxes that we are required to pay. On January 5, 2026, the OECD released a “side-by-side” package (the “SbS Package”) that generally establishes an exemption for U.S. multinationals from the 15% global minimum tax. However, the implementation of the SbS Package depends on domestic legislation and regulation in OECD member countries and is subject to subsequent review. We cannot predict whether the U.S. Congress or any other governmental body, whether in the United States or in other jurisdictions, will enact new tax legislation (including increases to tax rates), whether the U.S. Internal Revenue Service (the “IRS”) or any other tax authority will issue new regulations or other guidance, whether the OECD or any other intergovernmental organization will publish any guidelines on global taxation or whether member states will implement such guidelines, nor can we predict what effect such legislation, regulations or international guidelines might have. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may adversely impact our business, financial condition, results of operations, and cash flows.

Source: Item 1A, 10-K 0001628280-26-012779 vs Item 1A, 10-K 0002042694-25-000003

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of PRMB's Risk Factors and MD&A, 10-K Feb 27, 2026 against 10-K Feb 27, 2025. Each links to the text at sec.gov.

All 217 Added 37Removed 40Reworded 136Quiet changes 4

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
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 it in 10-K Feb 27, 2026 at sec.gov
AddedRisk Factors
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 it in 10-K Feb 27, 2026 at sec.gov
AddedRisk Factors
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 it in 10-K Feb 27, 2026 at sec.gov
AddedRisk Factors
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 it in 10-K Feb 27, 2026 at sec.gov
AddedRisk Factors
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 it in 10-K Feb 27, 2026 at sec.gov
AddedRisk Factors
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 it in 10-K Feb 27, 2026 at sec.gov
Show the other 64
RemovedRisk Factors
•we have no operating or financial history as a combined company and the unaudited supplemental pro forma information elsewhere in 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;
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
We have no operating or financial history as a combined company and the unaudited supplemental pro forma information elsewhere in 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.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
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 historical financial statements of Primo Water and BlueTriton and certain adjustments and assumptions have been made regarding the Company after giving effect to the Transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the unaudited supplemental pro forma information does not reflect all costs that are expected to be incurred by us in connection with the Transaction. For example, the impact of any incremental costs incurred in integrating Primo Water and BlueTriton is not reflected in the unaudited supplemental pro forma information. As a result, our actual financial condition and results of operations following the Transaction may not be consistent with, or evident from, this unaudited supplemental pro forma information. In addition, the assumptions used in preparing the unaudited supplemental pro forma information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the Transaction. Any potential decline in our financial condition or results of operations may cause a significant decrease in our stock price.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
one category and our results of operations will suffer if our vendor relationships with significant customers are discontinued. In the event of consolidation involving our current retailers, we may lose key business if the surviving entities do not continue to purchase products or services from us.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
The legacy Primo Water and BlueTriton business relationships that we have inherited may be subject to disruption due to uncertainty associated with the Transaction, which could have an adverse effect on the Company’s results of operations, cash flows, and financial position.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
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 terminate, change, or renegotiate their relationships with the Company, or consider entering into business relationships with parties other than Primo Brands. These disruptions could have a material adverse effect on our results of operations, cash flows, and financial position now that the Transaction has been completed, including an adverse effect on our ability to realize the expected benefits of the Transaction.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
In addition, some amount of management’s and associates’ attention will be directed toward integrating the two companies and thus will be diverted from their respective day-to-day operations. Further, the Transaction could cause disruptions to each party’s business or business relationships, which could have an adverse impact on results of operations. The integration of BlueTriton with Primo Water may also place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns could adversely affect the Company’s financial results.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
Based on the current ownership of Class A common stock owned by the ORCP Group, we are considered a “controlled company” for the purposes of the NYSE listing requirements. As such, we qualify for exemptions from certain corporate governance requirements.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
Increasingly, in addition to the importance of their financial performance, companies are being judged by their performance on a variety of sustainability or environmental, social and governance (“ESG”) matters by a variety of stakeholders, including investors, consumers, associates, regulators, environmental activists, and other third parties. In addition, various regulatory authorities have imposed, and may continue to impose, mandatory substantive and/or disclosure requirements with respect to sustainability matters. For example, we may be subject to the disclosure requirements based upon the International
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedRisk Factors
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 ensure compliance with these laws, there can be no assurance that our associates, contractors, and agents will not take actions in violation of our policies, particularly as we expand our operations through organic growth and acquisitions. Any such violations could subject us to civil or criminal penalties, including material fines or prohibitions on our ability to offer our products in one or more countries, and could also materially damage our reputation, brand, international expansion efforts, business, and operating results. Additional risks include the potential for restrictive actions by foreign governments, changes in economic conditions in each market, foreign customers who may have longer payment cycles than customers in the United States, the impact of economic, political, and social instability of those countries in which we operate and acts of nature, such as typhoons, tsunamis, or earthquakes. The overall volatility of the economic environment has increased the risk of disruption and losses resulting from hyper–inflation, currency devaluation, and tax or regulatory changes in certain countries in which we have operations.
Read it in 10-K Feb 27, 2025 at sec.gov
RewordedRisk Factors
If our competitors reduce their selling prices, develop new and innovative products and technologies, increase the frequency of their promotional activities or expand their distribution or contract manufacturing efforts, or if our retail customers do not allocate adequate shelf space for the water and beverages we supply, we could experience a decline in volume, lose market share, be forced to increase capital and other expenditures, including marketing spending, and be unable to maintain or increase our prices in order to offset cost increases, including the cost of raw materials, freight, fuel, labor and other key operating costs, any of which could negatively affect our results of operations and decrease our profit margins.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
We However, even though we are considered no longer a “controlled company” within the meaning of the NYSE listing requirements and, as a result, company,” we will continue to qualify for, and may intend to rely on, exemptions from certain corporate governance requirements. requirements during a one-year transition period.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
We and certain of our third-party providers collect, maintain, and process data about customers, associates, business partners, and others, including information about individuals—such as email addresses, mobile phone numbers, location information, delivery partners’ license numbers, and Social Security numbers of delivery partners, consumer payment card information, and delivery partner bank account information—as well as proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
In addition, 58,000,000 97,617,077 shares of Class A common stock held by the Sponsor Stockholders are pledged as security for a margin loan entered into by the Sponsor Stockholders and 18,593,729 shares of Class A common stock held by the Sponsor Stockholders are pledged as security for a pre-paid variable share forward transaction entered into by the Sponsor Stockholders.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
In addition, some of our competitors may be able to use their resources and scale to rapidly respond to competitive pressures and changes in consumer trends by introducing new 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 it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
In addition, we would are not be required to have a Nominating and Corporate Governance Committee or Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or to conduct annual performance evaluations of the Nominating and Corporate Governance and Compensation Committees. directors.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
As of December 31, 2024, 2025, Primo Water Brands Corporation and its subsidiaries affiliates had approximately $53.9 $38.0 million of U.S. federal net operating loss carryforwards, $7.6 $6.6 million of state net operating loss carryforwards and $99.2 carryforwards, $136.7 million of Canadian net operating loss carryforwards, and disallowed interest expense carryforwards under Section 163(j) of the IRC, Internal Revenue Code of 1986, as amended (the "IRC"), of approximately $56.1 $537.4 million.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
In the United States, we own the federal trademark registrations for our major brands, including Poland Spring, Spring®, Pure Life, Arrowhead, Life®, Arrowhead®, Deer Park, Park®, Ice Mountain, Mountain®, The Mountain Valley, Ozarka, Valley®, Ozarka®, Primo Water, Saratoga, Sparkletts, Zephyrhills, Ac+ion, WaterTM, Saratoga®, Sparkletts®, Zephyrhills®, Ac+ion®, and Splash Refresher. RefresherTM.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
In If an event of default occurs under the margin loan agreement, agreement or pre-paid variable share forward transaction, the lenders financial institution counterparty may sell foreclose on the shares pledged as security for the margin loan, loan and pre-paid variable share forward transaction, which may, in certain circumstances, include sales in the open market, as well as hedging sales.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
Pursuant to the terms of the Stockholders Agreement, for so long as the Sponsor Stockholders own at least 30% of the outstanding shares of our Class A common stock, the prior written approval of the Sponsor Stockholders will be required in order for the Company to declare or pay dividends to stockholders on a non-pro rata basis or in excess of $175.0 million in the aggregate in any fiscal year, redeem or repurchase equity securities in most instances, incur indebtedness for borrowed money that would cause the total net leverage ratio of the Company to exceed 3.5x (other than certain incurrences under our existing debt agreements), and other transactions.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
Upon Pursuant to this registration statement, or upon effectiveness of any applicable future registration statements, or upon satisfaction of the requirements of Rule 144, 144 or another exemption from registration, the Sponsor Stockholders have sold, and may sell in the future sell, large amounts of our Class A common stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in or putting significant downward pressure on the price of the Class A common stock.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedRisk Factors
If integration is not managed successfully, We have experienced disruption to our supply chain as well as technology transfer issues, and we may continue to experience interruptions in our business activities, including deterioration in our associate and customer relationships, increased costs of integration, and harm to our reputation, all of which could have a material adverse effect on our business, financial condition, and results of operations.
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
This section generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025.
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
During the year ended December 31, 2025, we recorded impairment charges of $35.6 million associated with an indefinite-lived trade name, as further described in Note 2 - "Summary of Significant Accounting Policies".
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
Other income, net during the year ended December 31, 2025 was $59.7 million, compared to nil during the year ended December 31, 2024. The income is primarily related to insurance proceeds of $60.8 million for an insurance claim associated with a warehouse in Texas damaged by a tornado. $47.3 million of the proceeds is related to capital related costs to repair infrastructure on the warehouse and $13.5 million of the proceeds is related to business interruption related to the event and proceeds in excess of other costs incurred.
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
During the year ended December 31, 2025, we consummated the Refinancing Transactions (as defined below) to simplify our capital structure, streamline our reporting and compliance requirements and reduce the overall cost of our borrowings. As a result of these transactions, we recorded charges totaling $18.6 million.
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
During the year ended December 31, 2025, we completed the sale of our Eden Springs Netherlands B.V. business located in the United Kingdom for aggregate deal consideration of $9.7 million and the sale of the portion of our Eden Springs Netherlands B.V. business located in Israel for net consideration of $41.7 million.
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
1 The December 31, 2024 balances for the 3.875% Senior Notes, the 4.375% Senior Notes and the 6.250% Senior Notes represent the Original Notes. The December 31, 2025 balances for the 3.875% Senior Notes and the 4.375% Senior Notes represent the New Secured Notes, and the December 31, 2025 balance for the 6.250% Senior Notes represents the exchanged unsecured notes, each as described below under "Description of Certain Indebtedness."
Read it in 10-K Feb 27, 2026 at sec.gov
AddedMD&A
On February 12, 2025, Primo Brands, along with Triton Water Holdings and Primo Water Holdings entered into the Fourth Amendment to the Amended Credit Agreement. This amendment modified certain covenant requirements related to the $3,098.6 million principal balance of Term Loans outstanding at that date. In addition to the amendment, the Term Loans' variable interest rate was repriced and the ABL Credit Facility was replaced by the Revolving Credit Facility described below. The Term Loans retain the maturity date of March 31, 2028.
Read it in 10-K Feb 27, 2026 at sec.gov
RemovedMD&A
During the year ended December 31, 2022, we paid $47.0 million to repurchase $57.0 million in face value of 6.250% Senior Notes (as defined below), resulting in recorded gains of $8.7 million on extinguishment of debt, net of write-off of $1.3 million of capitalized debt issuance costs.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedMD&A
The effective tax rate for 2023 decreased from the effective tax rate from 2022 due primarily to state enacted rate changes and research and development credits. The effective tax rate for 2023 differs from the U.S. statutory rate primarily due to (a) state enacted rate changes and (b) research and development tax credits.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedMD&A
In conjunction with the Offers, the Issuers solicited (collectively, the “Consent Solicitations”) consents from eligible holders of the Existing Senior Notes to (i) certain proposed amendments to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in each indenture governing the applicable series of Existing Senior Notes (collectively, the “Proposed Amendments”) and (ii) with respect to the 3.875% Senior Notes and the 4.375% Senior Notes, release the note guarantee of each guarantor of each such series of notes. The Issuers were required to receive consents (the “Requisite Consents”) from eligible holders of the Existing Senior Notes representing a majority in aggregate principal amount of the applicable series of Existing Senior Notes outstanding to adopt the Proposed Amendments and effectuate the guarantor releases, in each case, with respect to the applicable series of Existing Senior Notes.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedMD&A
In connection with the early settlement of the Offers (the “Early Settlement”) on February 12, 2025 (the “Early Settlement Date”), the Issuers co-issued (i) €439,237,000 aggregate principal amount of New Secured Euro Notes, (ii) $746,331,000
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedMD&A
As we received the Requisite Consents in connection with the Consent Solicitations, we effectuated the Proposed Amendments on the Early Settlement Date and, as a result, among other things, all shares of Class B common stock converted to Class A common stock and we are now deemed a “controlled company” within the meaning of the NYSE corporate governance standards. While we are a “controlled company” by such standards, we do not currently intend to rely on any of the related corporate governance exemptions. However, we may elect to rely on certain of these exemptions if they are available to us in the future.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedMD&A
On the Early Settlement Date, the Company announced that the Issuers completed the early settlement of the exchange of Existing Senior Notes validly tendered and accepted by the Issuers for a combination of New Notes of the applicable series and cash.
Read it in 10-K Feb 27, 2025 at sec.gov
RemovedMD&A
Pursuant to the Offers, after the early tender date and on or prior to the expiration date, the additional aggregate principal amounts of the Existing Senior Notes set forth below were validly tendered and expected to be accepted and subsequently cancelled on the Final Settlement date:
Read it in 10-K Feb 27, 2025 at sec.gov
RewordedMD&A
For The the Year Ended December 31, ($ in millions) 2025 2024 2023 2022 Net income (loss) income from continuing operations $ 80.4 $ (12.6) $ 92.8 $ (126.7) Interest and financing expense, net 326.5 339.6 288.1 211.8 Provision for (benefit from) income taxes 64.6 33.3 25.1 (53.1) Depreciation and amortization 610.2 333.3 305.7 326.2 EBITDA $ 1,081.7 $ 693.6 711.7 358.2 Acquisition, integration and restructuring expenses expenses1 271.8 204.1 16.9 83.8 Share-based Stock-based compensation costs 49.9 8.3 1.3 1.8 Intangible asset impairment 35.6 — Unrealized loss on foreign exchange and commodity forwards, net 4.4 6.4 5.1 — Write off Loss on disposal of long lived assets property, plant and equipment, net 17.4 5.4 11.4 — Gain Loss on modification and extinguishment of debt 18.6 — — (8.7) Management fees — 53.4 17.8 13.0 Purchase accounting adjustments 1.2 4.8 — Proceeds from insurance settlements (47.3) — Other adjustments, net 13.5 18.6 19.4 28.5 Adjusted EBITDA $ 1,446.8 $ 994.6 $ 783.6 $ 476.6
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
During the year ended December 31, 2024, 2025, interest and financing expense, net, was $339.6 $326.5 million, an increase a decrease of $51.5 $13.1 million, or 17.9%, 3.9%, as compared to the year ended December 31, 2023, 2024, primarily relating to a lower effective interest rate on the $33.1 million of interest related to the addition of the 2024 Incremental Term Loans (as defined below) in March 2024, and $7.1 no outstanding revolving debt during the year ended December 31, 2025, substantially offset by an increase of $57.9 million incurred as a result of interest and financing expense primarily related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part a result of the Transaction. Transaction (as defined below).
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
Substantially concurrently with ("Intermediate Holdings") and the issuance lenders party thereto entered into on March 31, 2021 which provided for up to $350 million of the New Notes on the Early Settlement Date, we (i) repaid all amounts outstanding, and terminated revolving loan commitments, under the ABL Credit Facility, (ii) repaid all amounts outstanding, and terminated commitments, under the Primo Water's prior revolving credit facility (the "Original Revolving Credit Facility, Facility"), and (iii) entered into an amendment, which amended the credit agreement governing the Term Loans to, among other things, (x) reprice the Term Loans and to make related changes to effect such repricing, and (y) provide for a new revolving credit facility (the “New Revolving “Revolving Credit Facility,” and the transactions referred to in clauses (i) through (iii), the “Credit Facilities Transactions,” and, the Credit Facilities Transactions, together with the Offers and Consent Solicitations, Exchange Offers, collectively, the “Refinancing Transactions”).
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
We have an extensive portfolio of highly recognizable, responsibly sourced and conveniently packaged branded beverages distributed across more than 200,000 retail outlets, including These brands include established billion-dollar brands (which are our brands that generate more than $1 billion in annual net sales), “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional leaders spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo WaterTM Water® and Sparkletts®, and flavored and enhanced brands beverages like AC+ION® Splash Refresher™ and Splash RefresherTM. AC+ION®.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
During the year ended December 31, 2024, 2025, net sales were $5,152.5 $6,664.0 million, an increase of $453.8 $1,511.5 million, or 9.7%, 29.3%, as compared to the year ended December 31, 2023, 2024, primarily related to $254.4 $1,541.6 million of net sales attributable to Primo Water sales as a result of the Transaction, as well partially offset by a decrease of $80.8 million in volumes attributable to non-recurring sales in 2024 as a 3.6% organic volume growth. result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
On November 8, 2024, Primo Brands consummated the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended by that certain Amendment No. 1 thereto dated October 1, 2024 (the document, as amended, the “Arrangement Agreement”, and the aggregation of these activities are henceforth referred to as transactions effecting the Arrangement Agreement, the "Transaction") in which Primo Brands became the surviving corporation, and Primo Water and BlueTriton became wholly-owned subsidiaries of Primo Brands (the “Transaction”). Brands.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
The New Secured Euro Notes and the New Secured Dollar Notes were issued pursuant Pursuant to an indenture, dated as of February 12, 2025 (the “New Secured Notes Indenture”), 2025, by and among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee and notes collateral agent, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Trust Company Americas, as Euro registrar. registrar (the "Secured Indenture"), the Issuers co-issued the 3.875% Senior Notes and the 4.375% Senior Notes (collectively, the "New Secured Notes") to holders who participated in the Exchange Offers.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
On February 7, 2025, Triton Water Holdings the Early Tender Date, we entered in that certain First Supplemental Indenture into supplemental indentures related to the indenture respective indentures governing the 6.250% Senior Original Notes (the “6.250% Notes Indenture”) to eliminate that eliminated substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the 6.250% Notes Indenture, which First Supplemental Indenture became operative upon the Early Settlement. indentures.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
During the year ended December 31, 2023, 2025, acquisition, integration and restructuring expenses were $16.9 $167.5 million, a decrease of $66.9 $36.6 million, or 79.8%, as compared to the year ended December 31, 2022, 2024, primarily as due to a result of a year over year decrease in IT implementation Transaction costs of $56.0 $102.5 million and, to a lesser extent, lower driven by higher Transaction-related costs and non-recurring employee severance costs during 2023. and termination-
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
Net cash provided by operating activities from discontinued operations 7.1 3.4 — — Net cash provided by investing activities from discontinued operations 38.8 5.8 — — Net cash used in financing activities from discontinued operations (2.2) (3.5) — — Effect of exchange rates on cash, cash equivalents and restricted cash 2.1 (1.5) 0.2 (0.2) Net (decrease) increase (decrease) in cash, cash equivalents and restricted cash $ (243.8) $ 573.7 $ (58.8) $ (359.0) Cash and cash equivalents and restricted cash, beginning of period 620.7 47.0 105.8 464.8 Cash and cash equivalents and restricted cash, end of period $ 376.9 $ 620.7 $ 47.0 $ 105.8 Cash and cash equivalents and restricted cash of discontinued operations, end of period — 6.3 — — Cash and cash equivalents and restricted cash of continuing operations, end of period $ 376.9 $ 614.4 $ 47.0 $ 105.8
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
Triton Water Holdings and Intermediate Holdings, both wholly-owned wholly owned subsidiaries of the Company Company, entered into a Term Loan Agreement (as subsequently amended, inclusive of the Fourth Amendment to the First Lien Credit Agreement, dated as of February 12, 2025, the “Amended Credit Agreement” and such term loans thereunder, the “Term Loans”) on March 31, 2021 with a group of lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent, under which we borrowed term loans in an aggregate principal amount of $2,550.0 million.
Read it in 10-K Feb 27, 2026 at sec.gov
RewordedMD&A
On April 30, 2021, Primo Issuer Water Holdings issued $750.0 million of Original 4.375% senior notes due April 30, 2029 (the “4.375% Senior Notes” and, together with the 3.875% Senior Notes and the 6.250% Senior Notes, the “Existing Senior Notes”) to qualified purchasers in a private placement offering under Rule 144A 144 under the Securities Act, Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. purchasers pursuant to Regulation S under the Securities Act and other applicable laws.
Read it in 10-K Feb 27, 2026 at sec.gov
Quiet changesMD&A
The holders of the New Secured Notes will also have the right to require the Issuers to repurchase their New Secured Notes upon the occurrence of a change in control at an offer price equal to 101.0% of the principal amount of the New Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Read it in 10-K Feb 27, 2026 at sec.gov
Quiet changesMD&A
The New Secured Notes will be are guaranteed by the Company and substantially all of our material, wholly-owned domestic subsidiaries, subject to certain customary exceptions (together with the Company, the “Guarantors”).
Read it in 10-K Feb 27, 2026 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

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New risk factors: paragraphs with nothing like them last year, quoted in full.

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