Primo Brands reported 2026 third quarter results

Item 2.02

Results of Operations and Financial Condition.

On November 5, 2026, Primo Brands Corporation (the "Company") announced financial results for the three and nine months ended September 30, 2026.^{1 1}The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1¹ to this Current Report on Form 8-K (the "Form 8-K").

The information in this Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934², as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release, dated November 5, 2026.

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Primo Brands Corporation

Date: November 5, 2026

By:

/s/ Hih Song Kim

Hih Song Kim

Chief Legal Officer and Corporate Secretary

NEWS RELEASE DATED NOVEMBER 5, 2026

Exhibit 99.1

CONTACT:

Traci Mangini

Vice President, Investor Relations

investorrelations@primobrands.com

Primo Brands Reports 2026

Third Quarter Results

TAMPA, FL and STAMFORD, CT - November

5, 2026 - Primo Brands Corporation (NYSE: PRMB) ("Primo Brands" or the "Company") today announced its results for the third quarter ended September 30, 2026.

"Our third quarter results demonstrate solid top-line momentum and improving execution across the business," said Eric Foss, Chairman and Chief Executive Officer. "This led to Direct Delivery growth ahead of our expectations, broad-based Retail sales growth, and category dollar share gains.

"We continue to make progress in a dynamic cost environment and remain focused on factors within our control to help mitigate macro-cost pressures while continuing to invest for long-term growth.

Based on our year-to-date performance and proactive actions, we expect to deliver Net Sales at the midpoint of our previous guidance range and Adjusted EBITDA at the lower end of our previous guidance range for 2026.¹¹

"As a leader in the growing and resilient water category, we benefit from a strong brand portfolio and differentiated route-to-market capabilities. These advantages reinforce our confidence in our ability to deliver long-term profitable growth, generate strong cash flow, reduce net leverage, and create shareholder value .

Our new $300 million share repurchase program provides another avenue to continue to return capital to shareholders, while maintaining focus on investing for long-term growth and reducing net leverage."

THIRD

QUARTER PERFORMANCE

For the Three Months Ended

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

Change

Net sales³

$ 1,821.0³

$ 1,766.1³

3.1 %³

Net income from continuing operations

$ 124.5

$ 40.5

$ 84.0

Net income per diluted share from continuing operations

$ 0.34

$ 0.11

$ 0.23

Adjusted net income

$ 157.1

$ 155.0

$ 2.1

Adjusted net income per diluted share⁷

$ 0.43⁷

$ 0.41⁷

$ 0.02⁷

Adjusted EBITDA

$ 411.0

$ 404.5

1.6 %

Adjusted EBITDA margin %

22.6 %

22.9 %

(30) bps

• Net sales increased 3.1% to $1.82 billion compared to $1.77 billion³ primarily driven by an increase in sales attributable to our premium brands and regional spring water.

• Gross margin was 30.4% compared to 29.9%⁵, primarily driven by growth in revenue and lower non-recurring integration-related costs incurred in the current quarter, partially offset by increased transportation related costs.

• SG&A expenses were $316.3 million compared to $343.0 million primarily driven by a decrease in marketing costs and a decrease in amortization primarily related to definite-lived intangibles amortization incurred in the prior year quarter not recurring in the current quarter.

• Net income from continuing operations and net income per diluted share were $124.5 million and $0.34 per diluted share, respectively, compared to net income from continuing operations and net income per diluted share of $40.5 million and $0.11, respectively.⁴

• Adjusted EBITDA increased 1.6% to $411.0 million compared to $404.5 million and Adjusted EBITDA margin decreased 30 bps to 22.6%, compared to 22.9%.⁶

THIRD

QUARTER CASH FLOW & LIQUIDITY

• Net cash provided by operating activities from continuing operations of $293.6 million, less $83.0 million of capital expenditures and additions to intangible assets⁸, resulted in $210.6 million of free cash flow, or $274.2 million of Adjusted Free Cash Flow (adjusting for the items set forth on Exhibit 6), compared to net cash provided by operating activities from continuing operations of $283.4 million and Adjusted Free Cash Flow of $311.1 million in the prior year quarter.

• Total debt, excluding unamortized debt costs and discounts, was $5.2 billion and unrestricted cash and cash equivalents totaled $477.2 million, each as of September 30, 2026, resulting in net debt of $4.8 billion and a net leverage ratio of 3.32x.⁹

• Cash dividends were $43.5 million for the quarter ended September 30, 2026.

• Share repurchases under our repurchase plan, including brokerage commissions, made through open market transactions and discretionary repurchases were $22.1 million during the quarter ended September 30, 2026.

2026

FULL YEAR FINANCIAL OUTLOOK

Comparable Results 1

Previous

Updated

($ in millions)

Low

High

Net Sales Growth

2%

4%

Approximate the Midpoint of the Previous Range

Adjusted EBITDA

$1,465

$1,515

Lower End of the Previous Range

Base CAPEX

4% of Net Sales

Unchanged

Adjusted

Free Cash Flow

$790

$810

Unchanged

1 Comparison period includes

2025 Net Sales and excludes the impact of the exited Eastern Canadian operations and exited US Office Coffee Services business. See exhibit 8 for a reconciliation.

SUBSEQUENT

EVENTS

Primo Brands announced today that its Board of Directors declared a dividend of $0.12 per share on the outstanding Class A common stock of the Company, payable on December 4, 2026¹⁰, in cash, to the holders of record of such common stock of the Company at the close of business on November 24, 2026.

Primo Brands also announced that its Board authorized a new share repurchase program of up to $300 million¹⁰ of the Company's outstanding Class A common stock (the "New Repurchase

Program"). The New Repurchase Program replaces the Company's existing share repurchase program, which had approximately $41 million of unused capacity as of September 30, 2026.

The Company may pur