Primo Brands reports $1.82 billion revenue for Q3 2026

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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3001 Summer Street, 6th Floor

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The number of shares of the registrant's Class A common stock outstanding as of August November 3, 2026 was 362,354,045 361,548,061 .

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Forward-looking statements 1 change

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You should read this Quarterly Report on Form 10-Q ("Form 10-Q") and the documents that we reference in this Form 10-Q and have filed as exhibits 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.

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Financial statements (unaudited) 201 changes

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Inventories 257.0 223.5

($ in millions, except share and per share amounts) June September 30, 2026 December 31, 2025

Cash, cash equivalents and restricted cash $ 366.8 477.4 $ 376.9

Trade receivables, net of allowance for expected credit losses of $ 22.4 25.5 and $ 20.5 as of June September 30, 2026 and December 31, 2025, respectively

Inventories 264.9 223.5

Prepaid expenses and other current assets 185.0 197.4 148.9

Current assets held for sale 32.6 25.3 36.7

Total current assets 1,416.8 1,528.1 1,217.8

Property, plant and equipment, net 2,126.6 2,123.8 2,185.5

Operating lease right-of-use-assets, net 513.9 584.7 539.3

Goodwill 3,596.7 3,612.0 3,581.9

Intangible assets, net 2,912.2 2,885.3 2,992.7

Other non-current assets 71.4 94.1 85.6

Total assets $ 10,637.6 10,828.0 $ 10,602.8

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Trade payables 556.9 518.9

Current portion of long-term debt $ 73.3 74.4 $ 73.3

Trade payables 539.6 518.9

Accruals and other current liabilities 630.0 681.8 597.6

Current portion of operating lease obligations 86.5 83.6 92.9

Total current liabilities 1,346.7 1,379.4 1,282.7

Long-term debt, less current portion 5,083.0 5,087.7 5,084.6

Operating lease obligations, less current portion 454.3 528.5 474.4

Deferred income taxes 699.3 696.3 691.5

Other non-current liabilities 74.1 87.4 77.0

Total liabilities $ 7,657.4 7,779.3 $ 7,610.2

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Accumulated deficit ( 2,050.8 ) ( 2,014.5 )

Common stock, $ 0.01 par value, 900,000,000 shares authorized, 362,464,702 361,681,686 and 363,940,940 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 5,039.4 5,049.9 5,017.3

Accumulated deficit ( 1,992.4 ) ( 2,014.5 )

Accumulated other comprehensive loss ( 12.0 12.4 ) ( 13.9 )

Total stockholders' equity 2,980.2 3,048.7 2,992.6

Total liabilities and stockholders' equity $ 10,637.6 10,828.0 $ 10,602.8

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Three Months Ended June 30, Six Months Ended June 30,

Net sales $ 1,796.2 $ 1,730.1 $ 3,422.3 $ 3,343.8

Cost of sales 1,247.5 1,189.2 2,408.7 2,281.9

Gross profit 548.7 540.9 1,013.6 1,061.9

Selling, general and administrative expenses 345.5 378.6 682.2 706.4

Acquisition, integration and restructuring expenses 10.0 49.7 30.8 89.5

Other operating expense (income), net 12.9 ( 0.2 ) ( 17.7 ) —

Operating income 180.3 112.8 318.3 266.0

Other expense (income), net 1.9 ( 15.9 ) 3.1 ( 15.8 )

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions, except share and per share values) 2026 2025 2026 2025

Net sales $ 1,821.0 $ 1,766.1 $ 5,243.3 $ 5,109.9

Cost of sales 1,267.1 1,237.9 3,675.8 3,519.8

Gross profit 553.9 528.2 1,567.5 1,590.1

Selling, general and administrative expenses 316.3 343.0 998.5 1,049.4

Acquisition, integration and restructuring expenses 16.7 44.2 47.5 133.7

Other operating income, net ( 28.0 ) ( 5.4 ) ( 45.7 ) ( 5.4 )

Operating income 248.9 146.4 567.2 412.4

Other (income) expense, net ( 1.7 ) ( 3.6 ) 1.4 ( 19.4 )

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Interest and financing expense, net 81.3 81.9 159.6 164.0

Income from continuing operations before income taxes 97.1 46.8 137.9 99.2

Provision for income taxes 27.9 16.3 41.4 34.0

Net income from continuing operations 69.2 30.5 96.5 65.2

Net income $ 69.2 $ 27.6 $ 96.5 $ 56.3

Interest and financing expense, net 79.9 83.1 239.5 247.1

Income from continuing operations before income taxes 170.7 66.9 308.6 166.1

Provision for income taxes 46.2 26.4 87.6 60.4

Net income from continuing operations 124.5 40.5 221.0 105.7

Net loss from discontinued operations, net of tax — ( 2.9 23.7 ) — ( 8.9 32.6 )

Net income $ 124.5 $ 16.8 $ 221.0 $ 73.1

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Continuing operations $ 0.19 $ 0.08 $ 0.27 $ 0.17

Discontinued operations $ — $ ( 0.01 ) $ — $ ( 0.02 )

Continuing operations $ 0.19 $ 0.08 $ 0.26 $ 0.17

Discontinued operations $ — $ ( 0.01 ) $ — $ ( 0.02 )

Continuing operations $ 0.34 $ 0.11 $ 0.61 $ 0.28

Discontinued operations $ — $ ( 0.06 ) $ — $ ( 0.09 )

Net income per common share $ 0.19 0.34 $ 0.07 0.05 $ 0.27 0.61 $ 0.15 0.19

Continuing operations $ 0.34 $ 0.11 $ 0.60 $ 0.28

Discontinued operations $ — $ ( 0.07 ) $ — $ ( 0.09 )

Net income per common share $ 0.19 0.34 $ 0.07 0.04 $ 0.26 0.60 $ 0.15 0.19

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Basic 362,842 374,796 363,208 377,011

Diluted 365,673 376,815 365,744 379,029

Basic 362,183 372,318 362,867 375,429

Diluted 365,247 374,055 365,555 377,314

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions) 2026 2025 2026 2025

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Net change in foreign currency translation adjustments ( 2.1 ) 10.8 ( 3.7 ) 13.5

Net change in foreign currency translation adjustments 0.1 ( 1.1 ) ( 3.6 ) 12.4

Net unrealized actuarial loss in postretirement benefit plans 1 ( 0.2 0.6 ) ( 0.2 ) ( 0.4 1.0 ) ( 0.4 0.6 )

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and 121 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 5 changes

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The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and in accordance with U.S. generally accepted accounting principles ("U.S. GAAP" or "GAAP") for interim financial reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of our results of operations for the interim periods reported and of our financial condition as of the date of the interim balance sheet have been included. The Consolidated Balance Sheet as of December 31, 2025 included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). This Quarterly Report on Form 10-Q should be read in conjunction with the annual audited Consolidated Financial Statements and accompanying notes in the 2025 Annual Report. The accounting policies used in these interim unaudited Condensed Consolidated Financial Statements are consistent with those used in the annual Consolidated Financial Statements.

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Prior to the Transaction, Primo Water divested a portion of its European business and, upon completion of the Transaction, its remaining international businesses including Decantae Mineral Water Limited, Fonthill Waters Ltd, and portions of the Eden Springs Netherlands B.V. business located in Israel and the United Kingdom (collectively the "Remaining International Businesses"). On November 25, 2024, the Company sold its interests in the Decantae Mineral Water Limited and Fonthill Waters Limited Ltd businesses. On April 11, 2025, the Company sold its interest in the Eden Springs Netherlands B.V. business located in the United Kingdom. O n October 23, 2025, the Company sold its interest in the Eden Springs Netherlands B.V. business located in Israel. Following completion of these sales, the Company no longer has operations outside of North America. As a result, all financial statements and disclosures for the year 2026 reflect only the ongoing North American business activities. The results of operations and the assets and liabilities associated with the Remaining International Businesses were previously reported as discontinued operations in accordance with U.S. GAAP through the end of 2025. Additional details regarding the sale and discontinued operations can be found in Note 3 – "Assets Held for Sale and Discontinued Operations."

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As of June September 30, 2026 and December 31, 2025, estimated discounts reflected in Trade receivables, net of allowance for expected credit losses in the Condensed Consolidated Balance Sheets were $ 88.6 73.8 million and $ 55.8 million, respectively.

As of June September 30, 2026 and December 31, 2025, accrued sales incentive obligations reflected in Accruals and other current liabilities in the Condensed Consolidated Balance Sheets were $ 49.8 51.1 million and $ 36.2 million, respectively.

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The Company did not adopt any new accounting pronouncements during the three months ended June September 30, 2026.

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Note 3: ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 2 changes

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Following completion of the Transaction, Primo Water's Remaining International Businesses were presented as discontinued operations on the Condensed Consolidated Financial Statements. During the nine months ended September 30, 2025, the Company recorded a charge of $ 44.8 million to reduce the carrying value of its Eden Springs Netherlands B.V. business located in Israel to fair value less costs to sell. During the year ended December 31, 2025, the Company completed the sales of the Remaining International Businesses and no longer has operations outside of North America. For the periods presented , there were no assets or liabilities remaining related to discontinued operations.

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During the year ended December 31, 2025, the Company's management approved the sale of production facilities as a result of integration efforts. During the three and six nine months ended June September 30, 2026, the Company completed the sale of certain of these production facilities, generating gross proceeds of $ 16.8 8.0 million and $ 33.3 41.3 million, respectively. Cash proceeds from these transactions are included within Net cash used in investing activities of continuing operations in the Condensed Consolidated Statement of Cash Flows. As a result, the Company recognized a net gain of $ 5.9 0.2 million and $ 12.1 12.3 million for the three and six nine months ended June September 30, 2026, respectively, presented primarily within Acquisition, integration and restructuring expenses, in the Condensed Consolidated Statement of Operations. As of June September 30, 2026 and December 31, 2025, the Company had $ 32.6 25.3 million and $ 36.7 million, respectively, remaining in assets held for sale which primarily related to the facility closures and were classified in Current assets held for sale in the Condensed Consolidated Balance Sheets.

Note 4: DEBT 5 changes

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In connection with the Fifth Amendment, the Company assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. The Company recorded an unamortized debt discount of $ 15.5 million and unamortized debt issuance costs of $ 2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss of nil and $ 17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and six nine months ended June September 30, 2026.

As of June September 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $ 49.6 47.3 million and $ 39.4 million, respectively.

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Under the indentures governing the Company's outstanding senior notes, the Company is subject to a number of covenants, including covenants that limit the Company and certain of its subsidiaries' ability, subject to certain exceptions and qualifications, to, among other things, (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's subsidiaries as unrestricted subsidiaries. The covenants are substantially similar across each series of the Company's senior notes. Many of the covenants contained in the indentures will not be applicable, and the guarantees of certain senior notes will be released, during any period when the notes have an investment grade rating.

Company's senior notes. Many of the covenants contained in the indentures will not be applicable, and the guarantees of certain senior notes will be released, during any period when the notes have an investment grade rating.

The Company was in compliance with all covenants under the agreements governing its indebtedness as of June September 30, 2026.

Note 5: STOCKHOLDERS' EQUITY 51 changes

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On July 28, 2026, the Board of Directors declared a dividend of $ 0.12 per share on the outstanding Class A common stock of the Company to stockholders of record at the close of business on August 24, 2026, which was paid in cash on September 8, 2026.

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On August 6, 2025, the Board of Directors approved a share repurchase program of $ 250.0 million of the Company's outstanding Class A common stock (the "Share Repurchase Program"). On November 9, 2025, the Board of Directors approved an increase of $ 50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $ 300.0 million worth of the Company's Class A common stock. During the three and six months ended June 30, 2026, the Company repurchased 707,943 and 2,247,118 shares, respectively, of its Class A common stock for an aggregate purchase price of approximately $ 15.5 million and $ 44.5 million, respectively, including commissions paid to brokers, through open market transactions under the Share Repurchase Program.

During the three and nine months ended September 30, 2026, the Company repurchased 942,829 and 3,189,947 shares, respectively, of its Class A common stock for an aggregate purchase price of approximately $ 22.1 million and $ 66.6 million, respectively, including commissions paid to brokers, through open market transactions and a discretionary repurchase from Triton Water Equity Holdings (as defined below) under the Share Repurchase Program.

During both the three and nine months ended September 30, 2025, the Company repurchased 3,011,204 shares of its Class A common stock for an aggregate purchase price of approximately $ 73.2 million, including commissions paid to brokers, through open market transactions under the Share Repurchase Program.

Shares purchased under this plan were subsequently retired. As of June September 30, 2026, the Company had $ 62.8 40.8 million of authorization remaining under the Share Repurchase Program.

On May 7, 2025, August 5, 2026, the Company entered into a stock purchase agreement (the "August 2026 Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings, LP, a Delaware limited partnership ("Triton Water Equity Holdings"), which is an affiliate of One Rock Capital Partners, LLC. Pursuant to the August 2026 Stock Purchase Agreement, the Company agreed to repurchase 3,157,562 410,340 shares of Class A common stock, from as part of the Sponsor Stockholder and Share Repurchase Program, from Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May August 2026 Offering (as defined below). The share repurchase closed concurrently with the May August 2026 Offering on May 12, 2025 August 7, 2026 for an aggregate purchase price of approximately $ 100.0 10.0 million. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

On May 8, 2025, August 6, 2026, the Company entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, underwriter, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 20,000,000 shares of Class A common stock at a price of $ 31.67 24.37 per share (the "May "August 2026 Offering"). The May August 2026 Offering closed on May 12, 2025. The Sponsor Stockholder and August 7, 2026. Triton Water Equity Holdings received all of the proceeds from the May August 2026 Offering. No shares were sold by the Company.

On March 10, 2025, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Triton Water Parent Holdings, LP and its affiliates (the "Sponsor Stockholder") and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of the Company's Class A common stock, which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $ 29.50 per share (the "March 2025 Offering"). The March 2025 Offering closed on March 12, 2025. The Sponsor Stockholder received all of the net proceeds from the March Offering. No shares were sold by the Company. Following the March 2025 Offering. the Company was no longer considered a controlled company.

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

Pursuant to the Underwriting Agreement, the Company agreed to purchase 4,000,000 shares of its Class A common stock for approximately $ 114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the March 2025 Offering. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

On May 7, 2025, the Company entered into a stock purchase agreement (the "May 2025 Stock Purchase Agreement") with the Sponsor Stockholder and Triton Water Equity Holdings. Pursuant to the May 2025 Stock Purchase Agreement, the Company agreed to repurchase 3,157,562 shares of Class A common stock from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May 2025 Offering (as defined below). The share repurchase closed concurrently with the May 2025 Offering on May 12, 2025 for an aggregate purchase price of approximately $ 100.0 million. The Company funded the share repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.

On May 8, 2025, the Company entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $ 31.67 per share (the "May 2025 Offering"). The May 2025 Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May 2025 Offering. No shares were sold by the Company.

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Balance as of March 31, 2026 $ 1.4 $ ( 15.4 ) $ 2.1 $ ( 11.9 )

OCI before reclassifications 1.1 ( 2.1 ) — ( 1.0 )

Amounts reclassified from AOCI 1.1 — ( 0.2 ) 0.9

Net current-period OCI 2.2 ( 2.1 ) ( 0.2 ) ( 0.1 )

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OCI before reclassifications ( 1.1 ) 0.1 — ( 1.0 )

Amounts reclassified from AOCI 1.2 — ( 0.6 ) 0.6

Net current-period OCI 0.1 0.1 ( 0.6 ) ( 0.4 )

Balance as of September 30, 2026 $ 3.7 $ ( 17.4 ) $ 1.3 $ ( 12.4 )

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OCI before reclassifications 3.8 ( 3.7 ) — 0.1

Amounts reclassified from AOCI 2.2 — ( 0.4 ) 1.8

Net current-period OCI 6.0 ( 3.7 ) ( 0.4 ) 1.9

Balance as of June 30, 2026 $ 3.6 $ ( 17.5 ) $ 1.9 $ ( 12.0 )

Balance as of March 31, 2025 $ 2.3 $ ( 16.9 ) $ 1.9 $ ( 12.7 )

OCI before reclassifications ( 1.7 ) 9.8 — 8.1

Net current-period OCI 0.1 10.8 ( 0.2 ) 10.7

OCI before reclassifications 2.7 ( 3.6 ) — ( 0.9 )

Amounts reclassified from AOCI 1.8 1.0 3.4 — 0.2 ( 2.6 1.0 ) 2.4

Net current-period OCI 6.1 ( 3.6 ) ( 1.0 ) 1.5

Balance as of September 30, 2026 $ 3.7 $ ( 17.4 ) $ 1.3 $ ( 12.4 )

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OCI before reclassifications ( 4.4 ) ( 1.1 ) — ( 5.5 )

Amounts reclassified from AOCI 1.6 — ( 0.2 ) 1.4

Net current-period OCI ( 2.8 ) ( 1.1 ) ( 0.2 ) ( 4.1 )

Balance as of September 30, 2025 $ ( 0.4 ) $ ( 7.2 ) $ 1.5 $ ( 6.1 )

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OCI before reclassifications ( 1.4 ) 12.5 — 11.1

Net current-period OCI 2.1 13.5 ( 0.4 ) 15.2

Balance as of June 30, 2025 $ 2.4 $ ( 6.1 ) $ 1.7 $ ( 2.0 )

OCI before reclassifications ( 5.8 ) 11.4 — 5.6

Amounts reclassified from AOCI 3.5 5.1 1.0 ( 0.4 0.6 ) 4.1 5.5

Net current-period OCI ( 0.7 ) 12.4 ( 0.6 ) 11.1

Balance as of September 30, 2025 $ ( 0.4 ) $ ( 7.2 ) $ 1.5 $ ( 6.1 )

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For the Three Months Ended For the Six Months Ended

For the Three Months Ended For the Nine Months Ended Affected Line Item in the Statement Where Net Income Is Presented

Details of AOCI Components June September 30, 2026 June September 30, 2025 June September 30, 2026 June September 30, 2025

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Foreign exchange contracts¹ $ ( 1.5 ) $ ( 1.8 ) $ ( 3.0 ) $ ( 3.5 ) Other expense (income), net

Foreign exchange contracts¹ $ ( 1.5 ) $ ( 1.6 ) $ ( 4.5 ) $ ( 5.1 ) Other (income) expense, net

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— — 1.0 ) — ( 1.0 ) Net loss from discontinued operations, net of tax

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0.4 0.3 — 0.8 1.1 — Interest and financing expense, net

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0.2 0.6 0.2 0.4 0.4 1.0 0.6 Interest and financing expense, net

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1 Amount is net of tax impact of $ 0.5 0.6 million and $ 0.6 1.6 million for the three and nine months ended June September 30, 2026, and June 30, 2025, respectively. and Amount is net of tax impact of $ 1.0 0.6 million and $ 1.2 1.8 million for the six three and nine months ended June 30, 2026 and June September 30, 2025, respectively . Tax impact is recorded within Provision for income taxes on the Condensed Consolidated Statements of Operations.

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Note 6: INCOME TAXES 4 changes

Income tax expense was $ 27.9 46.2 million on pre-tax income of $ 97.1 170.7 million for the three months ended June September 30, 2026, as compared to income tax expense of $ 16.3 26.4 million on pre-tax income of $ 46.8 66.9 million in the comparable prior year period. The effective income tax rate for the three months ended June September 30, 2026 was 28.7 27.1 % compared to 34.8 39.5 % in the comparable prior year period.

Income tax expense was $ 41.4 87.6 million on pre-tax income of $ 137.9 308.6 million for the six nine months ended June September 30, 2026, as compared to income tax expense of $ 34.0 60.4 million on pre-tax income of $ 99.2 166.1 million in the comparable prior year period. The effective income tax rate for the six nine months ended June September 30, 2026 was 30.0 28.4 % compared to 34.3 36.4 % in the comparable prior year period.

The effective tax rate for the three and six nine months ended June September 30, 2026 varied from the effective tax rate in the comparable prior year period due primarily to a decrease in permanent differences non-deductible expenses for which the Company has not recognized a tax benefit.

The effective tax rate for the three and six nine months ended June September 30, 2026 varied from the U.S. statutory rate due primarily to permanent differences non-deductible expenses for which the Company has not recognized a tax benefit. and losses in tax jurisdictions with existing valuation allowances.

Note 7: STOCK-BASED COMPENSATION 1 change

During the six nine months ended June September 30, 2026, the Company granted 76,798 84,084 shares of Class A common stock with an aggregate grant date fair value of approximately $ 1.5 1.7 million to the non-management members of its Board of Directors under the Primo Brands Corporation Equity Incentive Plan. The shares of Class A common stock were issued in consideration of the directors' fees and were fully vested upon issuance or deferral.

Note 8: REVENUE RECOGNITION 11 changes

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The Company's primary geographic market is North America with sales in the United States accounting for 98.6 % and 98.6 % of consolidated net sales for both the three and six nine months ended June September 30, 2026 respectively, and 98.5 % and 98.4 % of consolidated net sales for both the three and six nine months ended June September 30, 2025. respectively.

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Three Months Ended June 30, Six Months Ended June 30,

Regional spring water $ 911.0 $ 875.1 $ 1,712.2 $ 1,669.2

Purified water 556.1 545.6 1,067.3 1,060.0

Premium water 114.2 87.5 219.7 161.4

Other water 31.8 35.2 62.3 70.0

Other 183.1 186.7 360.8 383.2

Total net sales $ 1,796.2 $ 1,730.1 $ 3,422.3 $ 3,343.8

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions) 2026 2025 2026 2025

Regional spring water

The Company does not have any material contract assets or liabilities as of June September 30, 2026 and December 31, 2025.

Note 9: ACQUISITION, INTEGRATION AND RESTRUCTURING EXPENSES 34 changes

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In connection with the closing of the Transaction, the Board of Directors authorized a series of cost cutting measures which are expected to continue through 2026. These restructuring costs are expected to result in a range of approximately $ 75.0 million to $ 100.0 million of aggregate charges, which are anticipated to include $ 47.0 million to $ 55.0 million of one-time cash termination benefits as well as costs associated with the decommissioning of facilities and the early termination of leases. This range excludes the impact of any gains resulting from the sale of facilities. As of December 31, 2025, management had incurred $ 42.6 million in total of one-time cash termination benefits associated with the plan and no further cash termination benefit costs are expected. No such cash termination benefit costs were incurred during the six nine months ended June September 30, 2026.

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Three Months Ended June 30, Six Months Ended June 30,

Other acquisition expenses — 3.0 0.2 4.4

Other integration expenses 14.5 34.4 38.6 62.3

Total acquisition and integration expenses 14.5 39.9 38.8 72.9

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions) 2026 2025 2026 2025

Transaction costs $ — $ 2.5 — $ — $ 6.2

Other acquisition expenses 0.1 1.0 0.3 5.4

Other integration expenses 16.8 35.4 55.4 97.7

Total acquisition and integration expenses 16.9 36.4 55.7 109.3

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Total restructuring (gains) expenses, net ( 4.5 ) 9.8 ( 8.0 ) 16.6

Total acquisition, integration and restructuring expenses $ 10.0 $ 49.7 $ 30.8 $ 89.5

Employee severance and termination related benefits — 1.0 1.6 — 1.1 2.7

Total restructuring (gains) expenses, net ( 0.2 ) 7.8 ( 8.2 ) 24.4

Total acquisition, integration and restructuring expenses $ 16.7 $ 44.2 $ 47.5 $ 133.7

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For the three and six nine months ended June September 30, 2026, integration-related costs of $ 16.3 7.0 million and $ 36.7 43.7 million, respectively, were recorded within Cost of sales on the Condensed Consolidated Statements of Operations. For both the three and six nine months ended June September 30, 2025, integration-related costs of $ 23.1 44.0 million and $ 67.1 million, respectively, were recorded within Cost of sales on the Condensed Consolidated Statements of Operations.

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Balance as of December 31, 2024 $ 46.4

Charges incurred 6.3

Payments made ( 12.1 )

Balance as of March 31, 2025 $ 40.6

Charges incurred 7.4

Payments made ( 12.2 )

Balance as of June 30, 2025 $ 35.8

Charges incurred 4.7

Payments made ( 13.9 )

Balance as of September 30, 2025 $ 26.6

Balance as of December 31, 2025 $ 16.1

Charges incurred 0.7

Payments made ( 8.2 )

Balance as of March 31, 2026 $ 8.6

Payments made ( 0.3 )

Balance as of June 30, 2026 $ 8.3

Payments made ( 6.1 )

Balance as of September 30, 2026 $ 2.2

Note 10: HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS 34 changes

9 unchanged paragraphs

Dur ing the year ended December 31, 2025, the Company entered into two float-to-fixed interest rate swaps with notional amounts of $ 250.0 million each, maturing December 31, 2026 and December 31, 2027, respectively, to hedge the variable interest rate risk associated with $ 500.0 million of Term Loans principal. The interest rate swaps were effective for the interest payments beginning in 2026. The interest rate swap contracts are designated as cash flow hedges and recognized on the Condensed Consolidated Balance Sheets at fair value and changes in the fair value are recorded as a component of AOCI on the Condensed Consolidated Balance Sheets. The gains and losses in AOCI are reclassified to Interest and financing expense, net when the underlying forecasted transaction occurs. The impact to the Condensed Consolidated Financial Statements as of September 30, 2026 and December 31, 2025 and for both the three and nine months ended September 30, 2026 and 2025 was immaterial.

3 unchanged paragraphs

The Company designated the foreign exchange contracts as fair value hedges. The foreign exchange contracts are recognized on the Condensed Consolidated Balance Sheets at fair value and changes in the fair value of the foreign exchange contracts are recorded in the same line as the hedged item, which is Other expense (income) expense, net in the Condensed Consolidated Statements of Operations. The Company excludes forward points from its assessment of hedge effectiveness and amortizes them on a straight-line basis over the life of the hedging instruments in Other expense (income) expense, net in the Condensed Consolidated Statements of Operations. The difference between fair value changes of the excluded component and the amount amortized to Other expense (income) expense, net is recorded as a component of AOCI on the Condensed Consolidated Balance Sheets.

The following amounts were recorded on the Condensed Consolidated Balance Sheets related to fair value hedged items as of June September 30, 2026 and December 31, 2025:

June September 30, 2026 December 31, 2025

2 unchanged paragraphs

1 Carrying amount excludes the unamortized debt discounts as of June September 30, 2026 and December 31, 2025.

The following tables present information about the Company's derivative financial instruments designated as cash flow and fair value hedging transactions.

The fair value of the Company's derivative assets and liabilities included in the Condensed Consolidated Balance Sheets, as of June September 30, 2026 and December 31, 2025 was as follows:

5 unchanged paragraphs

Interest rate swaps Interest rate swaps

($ in millions) Assets Liabilities Assets Liabilities

Derivative Assets in Cash Flow Hedging Relationships

Prepaid expenses and other current assets

Other non-current assets

Three Months Ended June 30, Six Months Ended June 30,

The amount of gains or (losses) recognized in the Condensed Consolidated Statements of Operations for fair value and cash flow hedging relationships, presented on a pre-tax basis, for the periods presented, is shown in the table below:

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions)

3 unchanged paragraphs

Hedged item $ 3.4 $ ( 40.7 ) $ 16.0 $ ( 58.2 ) Other expense (income), net

Derivative designated as hedging instrument ( 3.4 ) 40.7 ( 16.0 ) 58.2 Other expense (income), net

Amount reclassified from AOCI to expense (amortized) ( 2.0 ) ( 2.4 ) ( 4.0 ) ( 4.7 ) Other expense (income), net

Derivatives in Cash Flow Hedging Relationships

Amount reclassified from AOCI to expense

$ 0.5 $ — $ 1.0 $ — Interest and financing expense, net

Three Months Ended June 30, Six Months Ended June 30,

Hedged item $ 2.7 $ ( 0.7 ) $ 18.7 $ ( 58.9 ) Other (income) expense, net

Derivative designated as hedging instrument ( 2.7 ) 0.7 ( 18.7 ) 58.9 Other (income) expense, net

Amount reclassified from AOCI to expense (amortized) ( 2.1 ) ( 2.2 ) ( 6.1 ) ( 6.9 ) Other (income) expense, net

The amount of gains or (losses), net of tax, recognized in the Condensed Consolidated Statements of Comprehensive Income for fair value and cash flow hedging relationships for the periods presented, is shown in the table below:

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions)

3 unchanged paragraphs

Derivatives in Cash Flow Hedging Relationships

2 Amount is net of tax impact of $ 0.3 million and $ 0.9 million for the three and six months ended June 30, 2026, respectively.

The estimated net gain on the Company's derivative instruments designated as cash flow hedges as of June 30, 2026 that is expected to be reclassified from AOCI into earnings, net of tax, within the next twelve months is $ 2.4 million. The accumulated net gain on derivative instruments designated as cash flow hedges in AOCI was $ 3.3 million as of June 30, 2026.

1 Amount is net of tax impact of nil $ 0.9 million and $ 0.3 0.6 million for the three and six nine months ended June September 30, 2026, respectively. Amount is net of tax impact of $ 0.6 1.5 million and $ 0.5 2.0 million for the three and six nine months ended June September 30, 2025, respectively.

There were no settlements of the Company's foreign exchange contracts during the three and six nine months ended June September 30, 2026. or Other than the settlement of the 2024 FX Forwards described above, there were no settlements of the Company's foreign exchange contracts during the three and six nine months ended June September 30, 2025.

2 unchanged paragraphs

As of June September 30, 2026, the fair value of the Company's commodity forwards were short-term assets of $ 16.8 41.4 million recorded in Prepaid expenses and other current assets, long-term assets of $ 2.0 5.0 million recorded in Other non-current assets, short-term liabilities of $ 1.6 1.8 million recorded in Accruals and other current liabilities and long-term liabilities of $ 1.7 1.6 million recorded in Other non-current liabilities on the Condensed Consolidated Balance Sheets.

1 unchanged paragraph

For the three and six nine months ended June September 30, 2026, unrealized losses gains on commodity forwards of $ 12.2 27.6 million and unrealized gains on commodity forwards of $ 18.9 46.5 million, respectively, were recorded within Other operating expense income, net in the Condensed Consolidated Statements of Operations. For the three and six nine months ended June September 30, 2025, unrealized gains on commodity forwards of $ 0.9 1.8 million and $ 2.0 3.8 million, respectively, were recorded within Other operating expense income, net in the Condensed Consolidated Statements of Operations .

Note 11: FAIR VALUE MEASUREMENTS 8 changes

2 unchanged paragraphs

Money market investments $ 14.1 14.2 $ 14.1 14.2 $ — $ —

1 unchanged paragraph

Commodity forwards 18.8 — — 18.8

Commodity forwards 46.4 — 46.4 —

2 unchanged paragraphs

Commodity forwards 3.3 3.4 — 3.4 — 3.3

7 unchanged paragraphs

The Company had no transfers into or out of Level 3 of the fair value hierarchy for any of the periods presented.

The changes in the fair value of the Company's commodity forwards recorded at fair value, which are Level 3 financial liabilities, are reflected within Other operating expense income, net on the Condensed Consolidated Statements of Operations.

1 unchanged paragraph

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Term Loans $ 3,082.3 3,074.5 $ 3,105.4 3,090.0 $ 3,067.6 $ 3,082.9

3 unchanged paragraphs

Note 12: SEGMENT REPORTING 16 changes

4 unchanged paragraphs

The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Segment capital expenditures are reported in the Condensed Consolidated Statements of Cash Flows as purchases of plant, property, plant and equipment and purchases of intangible assets.

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net sales $ 1,796.2 $ 1,730.1 $ 3,422.3 $ 3,343.8

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions) 2026 2025 2026 2025

Net sales $ 1,821.0 $ 1,766.1 $ 5,243.3 $ 5,109.9

1 unchanged paragraph

Marketing expense 54.9 72.4 98.2 116.7

Marketing expense 47.4 54.9 145.6 171.6

3 unchanged paragraphs

Depreciation and amortization 142.2 145.3 283.2 273.9

Interest and financing expense, net 81.3 81.9 159.6 164.0

Depreciation and amortization 146.3 163.1 429.5 437.0

Interest and financing expense, net 79.9 83.1 239.5 247.1

1 unchanged paragraph

Income taxes 27.9 16.3 41.4 34.0

Segment net income from continuing operations $ 69.2 $ 30.5 $ 96.5 $ 65.2

Income taxes 46.2 26.4 87.6 60.4

Segment net income from continuing operations $ 124.5 $ 40.5 $ 221.0 $ 105.7

2 unchanged paragraphs

Long-lived assets in the United States, consisting of net fixed assets and operating lease right-of-use assets, accounted for 98.3 98.4 % and 98.2 % of consolidated long-lived assets as of June September 30, 2026 and December 31, 2025, respectively.

Note 13: NET INCOME (LOSS) PER COMMON SHARE 7 changes

Basic net income (loss) per common share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated using the weighted-average number of shares of common stock outstanding and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, Performance-based restricted stock units ("RSUs"), Time-based RSUs, and stock purchase rights granted under the Employee Stock Purchase Plan ("ESPP"). The dilutive effect of these securities are is reflected in diluted income (loss) per share by application of the treasury stock method. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is antidilutive.

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

(Shares in thousands):

Three Months Ended September 30, Nine Months Ended September 30, (Shares in thousands):

5 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, (Shares in thousands) 2026 2025 2026 2025

2 unchanged paragraphs

Time-based RSUs 1 2 2 2

1 unchanged paragraph

Note 14: COMMITMENTS AND CONTINGENCIES 15 changes

1 unchanged paragraph

Based on information presently known to management, the Company has not accrued a loss for the matters described below because the criteria for accrual have not been met. For those matters where the Company believes a loss is reasonably possible, the Company is unable to estimate the amount or range of reasonably possible loss, if any, at this time. The Company evaluates these matters each reporting period and will record an accrual, or disclose an estimate of the possible loss or range of loss, in the period in which such information becomes available.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Other than with respect to the matters described below, the Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the Company's consolidated statements of operations, balance sheets or cash flows. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies. and The likelihood Company is unable to reasonably estimate the amount or range of a material possible loss, beyond if any, in excess of the amounts accrued, is remote. and the ultimate outcomes, including any settlements, could differ materially from the amounts accrued.

3 unchanged paragraphs

November 8, 2024, and purchasers of the Company's common stock between November 11, 2024, and November 6, 2025. The plaintiff asserts the Securities Act claims against all purchasers of the Company's common stock traceable to the March 2025 secondary public offering. In support of these claims, the plaintiff alleges that the Company made false and/or misleading statements regarding the integration of Primo Water Corporation and the parent of BlueTriton Brands, Inc. to form the Company. The complaint does not specify damages claimed in the action.

In the City of Miami Fire Fighters complaint, the plaintiff, a purported stockholder of the Company, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 ("Exchange Act") against the Company and certain of its officers, and claims under Sections 11, 12, and 15 of the Securities Act of 1933 ("Securities Act") against the Company, its current and former directors and officers, and the underwriters of its March secondary offerings. The plaintiff asserts the Exchange Act claims on behalf of purchasers of Primo Water Corporation common stock between June 17, 2024, and November 8, 2024, and purchasers of the Company's common stock between November 11, 2024, and November 6, 2025. The plaintiff asserts the Securities Act claims against all purchasers of the Company's common stock traceable to the March 2025 secondary public offering. In support of these claims, the plaintiff alleges that the Company made false and/or misleading statements regarding the integration of Primo Water Corporation and the parent of BlueTriton Brands, Inc. to form the Company. The complaint does not specify damages claimed in the action.

Pursuant to the Private Securities Litigation Reform Act of 1995 (PSLRA), interested parties were required to file motions for appointment as lead plaintiff and lead counsel by January 12, 2026. On February 4, 2026, the Court granted the motions by Heavy & General Laborers' Locals 472 & 172 Pension & Annuity Funds Providence Employees Retirement System to be appointed as lead plaintiffs, with Robbins Geller Rudman & Dowd appointed as lead counsel. On April 6, 2026, the lead plaintiffs filed a new complaint in the action, asserting the same claims on behalf of the same putative class of investors. The Company and the other defendants in the action moved to dismiss the action on June 5, 2026. The parties are briefing that This motion is fully briefed and pending before the Court.

5 unchanged paragraphs

In their complaint, Plaintiffs allege that the Defendants' subscription-based recurring water delivery services failed to deliver water as promised, resulting in missed or delayed scheduled deliveries, incomplete orders, and a failure to replace empty bottles. Plaintiffs claim these issues stemmed from facility closures and staff reductions following the November 8, 2024 merger of Primo Water Corporation and the parent of BlueTriton. Plaintiffs further allege that the Defendants made unauthorized charges for goods and services never delivered and imposed improper fees, such as penalties for equipment the Defendants failed to pick up. Lastly, Plaintiffs allege that the Defendants made subscription cancellations difficult, often continuing to charge customers even after they requested to terminate service. Plaintiffs seek to represent potentially 600,000 customers nationwide affected by these issues. The complaint does not specify damages claimed in the action. The Company's subscription-based recurring water delivery service includes mandatory arbitration and class action waiver clauses in their Service Agreements and online Terms and Conditions.

The case remains in its initial stages. On January 30, 2026, the Court approved the parties' joint stipulation setting forth a briefing schedule for Defendants' motion to compel arbitration and motion to dismiss the complaint. On March 5, 2026, the Company filed its motion to compel arbitration. On April 2, 2026, the Company filed its motion to dismiss the complaint. Both motions have been fully briefed and submitted. On July 2, 2026, the Court issued a notice adjourning the hearing on the motions scheduled for July 9, 2026, and marking the motions as under submission. A ruling on the motions is still pending. On October 2, 2026, the Court issued an order directing the parties to meet and confer about a proposed case schedule and to appear on November 12, 2026 for an initial scheduling conference with the Court.

1 unchanged paragraph

On August 15, 2017, Mark Patane and 11 other named plaintiffs (collectively, "Plaintiffs") commenced a putative class action against Nestlé Waters North America, Inc. ("Nestlé Waters") in the U.S. District Court for the District of Connecticut (the "Court"), alleging that Poland Spring® product labels fraudulently represent the product to be natural spring water. Plaintiffs have asserted claims of common law fraud, violations of certain state consumer protection laws, and, for home and office customers, breach of contract. As a result of Triton Water Holdings' acquisition of all of the equity interests of Nestlé Waters North America Holdings, Inc., along with the acquisition of certain assets and assumption of certain liabilities of Nestlé Canada Inc. from Nestlé S.A. (the "Nestlé Acquisition"), Nestlé Waters was renamed BlueTriton Brands, Inc. ("BlueTriton Brands"), and BlueTriton Brands is continuing to defend against the lawsuit.

Waters North America Holdings, Inc., along with the acquisition of certain assets and assumption of certain liabilities of Nestlé Canada Inc. from Nestlé S.A. (the "Nestlé Acquisition"), Nestlé Waters was renamed BlueTriton Brands, Inc. ("BlueTriton Brands"), and BlueTriton Brands is continuing to defend against the lawsuit.

4 unchanged paragraphs

On April 21, 2026, Plaintiffs filed a renewed motion for class certification proposing a class-period end date of December 30, 2022 (the close of fact discovery). On May 12, 2026, BlueTriton Brands responded, arguing that the class period should end on August 15, 2017 (the complaint filing date), and moved for leave to further supplement the class-certification record. The same day, the parties filed a joint notice identifying the remaining claims and advising the Court that they had scheduled mediation for September 3, 2026 before a private mediator. Plaintiffs filed a reply in support of the renewed class certification motion on May 26, 2026, and a response to BlueTriton Brands' motion for leave on June 2, 2026. On September 3, 2026, the parties participated in a private mediation, which did not result in a settlement. The parties agreed to participate in a second private mediation session on November 19, 2026. The Court has not yet ruled on Plaintiffs' renewed motion for class certification or BlueTriton Brands' motion for leave.

Plaintiffs are seeking compensatory damages and/or statutory damages. For the common law fraud claims, Plaintiffs purport to compute damages by multiplying the alleged price premium attributable to the alleged "spring water" misrepresentation by total dollar sales of Poland Spring® still water products during the class period, while statutory damages normally are determined by multiplying a statutorily established amount by the number of violations. The quantification of Plaintiffs' recoverable damages is not reasonably determinable at this stage of the litigation. No trial date has been set. The Company intends to defend itself vigorously.

2 unchanged paragraphs

As of June September 30, 2026, the Company had $ 163.4 million of letters of credit outstanding.

During the second quarter of 2025, one of the Company's warehouses experienced damage from a tornado. During the three and nine months ended September 30, 2025, the Company incurred $ 4.7 million and $ 19.8 million , respectively, of incremental costs recorded within Cost of sales on the Condensed Consolidated Statement of Operations. During both the three and nine months ended September 30, 2025, the Company received $ 10.0 million of insurance proceeds related to these costs which were recorded within Cost of sales on the Condensed Consolidated Statement of Operations and included within Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.

During the three and nine months ended September 30, 2025, the Company incurred $ 22.3 million and $ 33.8 million , respectively, of capital related costs. During the three and nine months ended September 30, 2025, the Company received $ 10.0 million and $ 20.0 million , respectively, of insurance proceeds related to these costs recorded within Other (income)

expense, net on the Condensed Consolidated Statement of Operations and included within Cash flows from investing activities on the Condensed Consolidated Statements of Cash Flows.

Note 15: RELATED PARTY TRANSACTIONS 3 changes

2026 and December 31, 2025, the Company recorded an associated payable of $ 2.9 million and $ 2.5 million, respectively, related to the unpaid portion of these purchases.

For the three and six nine months ended June September 30, 2026 , the Company purchased $ 8.8 11.9 million and $ 17.2 29.1 million, respectively, of raw materials used in t he production process from a related party, which were recorded as a component of Cost of sales in the Condensed Consolidated Statement of Operations. For the three and six nine months ended June September 30, 2025, the Company purchased $ 8.5 11.2 million and $ 17.1 28.3 million , respectively, of raw materials used in the production process from a related party, which were recorded as a component of Cost of sales in the Condensed Consolidated Statement of Operations. As of June September 30, 2026 and December 31, 2025, the Company recorded an associated payable of $ 4.3 million and $ 2.5 million, respectively, related to the unpaid portion of these purchases.

Substantially concurrently with the March 2025 Offering, and May 2025 Offering, and August 2026 Offering, the Company completed the share repurchases as detailed in Note 5 - "Stockholders' Equity".

Note 16: SUBSEQUENT EVENTS 2 changes

On July 28, November 3, 2026, the Board of Directors declared a dividend of $ 0.12 per share on the outstanding Class A common stock of the Company, payable in cash on September 8, December 4, 2026 to stockholders of record at the close of business on August November 24, 2026.

On November 3, 2026, the Board of Directors approved a new share repurchase program of $ 300.0 million of the Company's outstanding Class A common stock, replacing the existing Share Repurchase Program and the remaining $ 40.8 million of authorization as of September 30, 2026 under the existing program.

MD&A 162 changes

13 unchanged paragraphs

Our operations and supplier relationships expose us to risks associated with disruptions to global supply chains, fluctuations in freight markets, and tariffs, which are likely to continue to create challenging conditions for our business through increased costs, lower consumer spending, volatility in financial markets and other impacts. In addition, the ongoing conflict in Iran and broader geopolitical instability in the Middle East may further disrupt global supply chains, increase energy and raw material commodity costs, and contribute to market volatility. While we have taken steps to minimize these impacts, global supply chain disruption may deteriorate, which could adversely affect our business, financial condition, results of operations and cash flows.

4 unchanged paragraphs

We present certain non-GAAP measures in this Quarterly Report, Form 10-Q, including Adjusted EBITDA and measures derived therefrom, which are not required by, or presented in accordance with, U.S. GAAP. We define Adjusted EBITDA as net income (loss) before interest and financing expense, net, provision for (benefit from) income taxes, and depreciation and amortization, further adjusted for acquisition, integration and restructuring expenses, stock-based compensation costs, impairment charges, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, loss on modification and extinguishment of debt, management fees, purchase accounting adjustments, and other adjustments, net. This is an important metric that management uses as an analytical indicator to evaluate our performance, allocate resources, and measure leverage. We believe that Adjusted EBITDA is a useful metric for management, investors, and analysts because it excludes certain items that can vary widely across different industries or among companies within the same industry, and it removes the impact of items that we do not believe are indicative of our core operating performance. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies, and we believe these adjustments allow for consistent comparison of our operating results over time and relative to our peers.

12 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net income from continuing operations $ 69.2 $ 30.5 $ 96.5

Interest and financing expense, net 81.3 81.9 159.6

Provision for income taxes 27.9 16.3 41.4

Depreciation and amortization 142.2 145.3 283.2

Three Months Ended September 30, Nine Months Ended September 30, ($ in millions) 2026 2025 2026

Net income from continuing operations $ 124.5 $ 40.5 $ 221.0

Interest and financing expense, net 79.9 83.1 239.5

Provision for income taxes 46.2 26.4 87.6

Depreciation and amortization 146.3 163.1 429.5

1 unchanged paragraph

Stock-based compensation costs 11.1 12.9 21.0 24.9

Unrealized loss (gain) on foreign exchange and commodity forwards, net 14.9 (0.2) (13.6) —

Stock-based compensation costs 8.7 11.9 29.7 36.8

Unrealized (gain) loss on foreign exchange and commodity forwards, net (26.1) 1.7 (39.7) 1.7

Loss on disposal of property, plant and equipment, net 8.3 1.9 10.2 3.8 5.0 14.0

2 unchanged paragraphs

Other adjustments, net 3.8 5.3 7.5

Adjusted EBITDA $ 385.0 $ 366.7 $ 691.0

Other adjustments, net 4.0 (15.4) 11.5

Adjusted EBITDA $ 411.0 $ 404.5 $ 1,102.0

2 unchanged paragraphs

Three Months Ended June September 30, 2026 Compared to the Three Months Ended June September 30, 2025

2 unchanged paragraphs

Three Months Ended June September 30,

2 unchanged paragraphs

Net sales $ 1,796.2 100.0 % $ 1,730.1

Cost of sales 1,247.5 69.5 % 1,189.2

Gross profit 548.7 30.5 % 540.9

Selling, general and administrative expenses 345.5 19.2 % 378.6 (8.7) %

Acquisition, integration and restructuring expenses 10.0 0.6 % 49.7 (79.9) %

Other operating expense (income), net 12.9 0.7 % (0.2)

Operating income 180.3 10.0 % 112.8

Other expense (income), net 1.9 0.1 % (15.9) (0.9) % 17.8 NM

Interest and financing expense, net 81.3 4.5 % 81.9

Provision for income taxes 27.9 1.6 % 16.3

Net income from continuing operations $ 69.2 3.9 % $ 30.5

Net sales $ 1,821.0 100.0 % $ 1,766.1

Cost of sales 1,267.1 69.6 % 1,237.9

Gross profit 553.9 30.4 % 528.2

Selling, general and administrative expenses 316.3 17.4 % 343.0 (7.8) %

Acquisition, integration and restructuring expenses 16.7 0.9 % 44.2 (62.2) %

Other operating income, net (28.0) (1.5) % (5.4)

Operating income 248.9 13.7 % 146.4

Other income, net (1.7) (0.1) % (3.6) (0.2) % 1.9 (52.8) %

Interest and financing expense, net 79.9 4.4 % 83.1

Income from continuing operations before income taxes 97.1 5.4 170.7 9.4 % 46.8 66.9

Provision for income taxes 46.2 2.5 % 26.4

Net income from continuing operations $ 124.5 6.8 % $ 40.5

2 unchanged paragraphs

Three Months Ended June September 30,

1 unchanged paragraph

Regional spring water $ 911.0 $ 875.1 $ 35.9 4.1 %

Purified water 556.1 545.6 10.5 1.9 %

Premium water 114.2 87.5 26.7 30.5 %

Other water 31.8 35.2 (3.4) (9.7) %

Other 183.1 186.7 (3.6) (1.9) %

Total Net sales $ 1,796.2 $ 1,730.1 $ 66.1 3.8 %

Regional spring water

During the three months ended June September 30, 2026, net sales were $1,796.2 $1,821.0 million, an increase of $66.1 $54.9 million, or 3.8%, 3.1%, as compared to the three months ended June September 30, 2025, primarily due to an increase in sales attributable to regional spring water of $35.9 $25.9 million and our premium brands of $26.7 $23.9 million in the current year period. partially offset by a decrease of $6.9 million related to the divested coffee business.

Cost of sales consists primarily of manufacturing, shipping and logistics, storage and handling, personnel costs and allocated facilities and overhead costs associated with products sold. Manufacturing costs consist primarily of raw materials, packaging costs, and labor and utilities to convert raw materials into finished products.

During the three months ended June September 30, 2026, cost of sales were $1,247.5 was $1,267.1 million, an increase of $58.3 $29.2 million, or 4.9%, 2.4%, as compared to the three months ended June September 30, 2025, primarily due to increased transportation related costs of $42.6 $39.1 million, and increased depreciation and amortization materials costs of $8.4 $13.0 million, partially offset by a decrease of $6.8 $37.0 million related to lower non-recurring integration related costs incurred in the current year period. and a decrease of $5.2 million related to the divested coffee business.

1 unchanged paragraph

During the three months ended June September 30, 2026, gross profit was $548.7 $553.9 million, an increase of $7.8 $25.7 million, or 1.4%, 4.9%, as compared to the three months ended June September 30, 2025, and gross margin as a percentage of net sales was 30.5%, 30.4%, as compared to 31.3% 29.9% during the three months ended June September 30, 2025, primarily driven by the factors discussed above.

2 unchanged paragraphs

During the three months ended June September 30, 2026, selling, general and administrative expenses were $345.5 $316.3 million, a decrease of $33.1 $26.7 million, or 8.7%, 7.8%, as compared to the three months ended June September 30, 2025, primarily due to a decrease in marketing costs of $17.4 $7.5 million and a decrease in depreciation and amortization of $11.6 $23.1 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.

2 unchanged paragraphs

Other Expense (Income), Net

Other expense, net during the three months ended June 30, 2026 was $1.9 million, compared to other income, net during the three months ended June 30, 2025 of $15.9 million. This change is primarily due to insurance proceeds received in the prior year quarter to repair infrastructure on a warehouse in Texas damaged by a tornado.

During the three months ended June September 30, 2026, acquisition, integration and restructuring expenses were $10.0 $16.7 million, a decrease of $39.7 $27.5 million, as compared to the three months ended June September 30, 2025, primarily due to lower integration costs incurred during the current year period compared to the prior year period as integration efforts begin to wind down as well as net restructuring gains in the current year period. driven primarily by gains associated with the sale of facilities compared to net restructuring costs in the prior year period primarily driven by facility charges.

Other Operating Expense Income, Net

Other operating expense income, net, includes primarily unrealized foreign exchange (gains) losses, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.

During the three months ended June September 30, 2026, other operating expense, income, net was $12.9 $28.0 million, compared to other operating income, net $5.4 million during the three months ended June September 30, 2025. of $0.2 million. This change is primarily due to unrealized losses gains on commodity forwards of $12.2 $27.6 million during the current year period compared to unrealized gains on commodity forwards of $0.9 $1.8 million during the prior year period.

Other expense income, net, includes primarily amortization of forward points and unrealized mark-to-market adjustments for foreign exchange forward contracts as well as other infrequent non-operating income or charges.

Other income, net during the three months ended September 30, 2026 was $1.7 million, which remained relatively consistent compared to $3.6 million during the three months ended September 30, 2025.

2 unchanged paragraphs

During the three months ended June September 30, 2026, interest and financing expense, net, was $81.3 $79.9 million, which remained relatively consistent with a decrease of $0.6 $3.2 million, or 0.7%, 3.9%, as compared to the three months ended June September 30, 2025.

1 unchanged paragraph

Income tax expense was $27.9 $46.2 million for the three months ended June September 30, 2026 compared to $16.3 $26.4 million for the three months ended June September 30, 2025. The effective tax rate was 28.7% 27.1% for the three months ended June September 30, 2026 compared to 34.8% 39.5% for the three months ended June September 30, 2025.

The effective tax rate for the three months ended June September 30, 2026 decreased from the effective tax rate for the three months ended June September 30, 2025 due primarily to a decrease in permanent differences non-deductible expenses for which we have not recognized a tax benefit. The effective tax rate for the three months ended June September 30, 2025 2026 differs from the U.S. statutory rate primarily due to permanent differences non-deductible expenses for which we have not recognized a tax benefit. and losses in tax jurisdictions with existing valuation allowances.

Six Nine Months Ended June September 30, 2026 Compared to the Six Nine Months Ended June September 30, 2025

2 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

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Net sales $ 3,422.3 100.0 % $ 3,343.8 100.0 % $ 78.5 2.3 %

Cost of sales 2,408.7 70.4 % 2,281.9 68.2 % 126.8 5.6 %

Gross profit 1,013.6 29.6 % 1,061.9 31.8 % (48.3) (4.5) %

Selling, general and administrative expenses 682.2 19.9 % 706.4 21.1 % (24.2) (3.4) %

Acquisition, integration and restructuring expenses 30.8 0.9 % 89.5 2.7 % (58.7) (65.6) %

Other operating expense (income), net (17.7) (0.5) % — — % (17.7) (100.0) %

Operating income 318.3 9.3 % 266.0 8.0 % 52.3 19.7 %

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and 82 more changes in the filing

Market risk 1 change

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For a discussion of the Company's quantitative and qualitative disclosures about market risk, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk, in our 2025 Annual Report. As of June September 30, 2026, we have no material changes to this information.

Controls and procedures 2 changes

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Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June September 30, 2026.

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There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 1 change

From time to time, we are a party to various claims and legal proceedings with respect to matters such as governmental regulations, income taxes, and other actions arising out of the normal course of business. See Note 14 - "Commitments and Contingencies" in this Quarterly Report Form 10-Q for information regarding material pending legal proceedings, including any proceeding in which a government authority is a party and that arises under any federal, state, or local provisions enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment where we believe that such proceedings, individually or in the aggregate, will result in monetary sanctions on us, exclusive of interest and costs, above $1.0 million or are otherwise material to our financial position, results of operations, or cash flows.

Unregistered sales of stock 15 changes

Report of Offering of Securities and Use of Proceeds Therefrom

On August 7, 2026, we completed a secondary offering of our Class A common stock pursuant to which, Triton Water Equity Holdings, which is an affiliate of One Rock Capital Partners, LLC, sold 20,000,000 shares of Class A common stock at a price of $24.37 per share for an aggregate public offering price of approximately $487.4 million (the "August 2026 Offering"). Morgan Stanley & Co. LLC acted as the lead book-running manager for the August 2026 Offering. The Company did not receive any proceeds from the sale of shares of Class A common stock by Triton Water Equity Holdings.

The August 2026 Offering was made pursuant to a prospectus supplement, dated August 6, 2026, to the prospectus dated December 4, 2025, which forms part of the Company's post-effective amendment on Form S-3.

In the August 2026 Offering, Triton Water Equity Holdings paid any underwriting fees, discounts, and selling commissions incurred by such holder in disposing of its shares of Class A common stock, and we bore all other costs, fees, and expenses incurred in effecting the registration of such securities covered by the prospectus, including, without limitation, all registration and filing fees, NYSE listing fees, and fees and expenses of our counsel and our independent registered public accountants. From August 5, 2026 through September 30, 2026, third party fees incurred by the Company associated with the August 2026 Offering were approximately $0.4 million.

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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 June September 30, 2026, we repurchased 707,943 942,829 shares of our Class A common stock for an aggregate purchase price of approximately $15.5 $22.1 million, including commissions paid to brokers, through open market transactions and a discretionary repurchase under the Share Repurchase Program.

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 June September 30, 2026 is provided below:

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April 1, 2026 - April 30, 2026 266,672 19.69 266,672 73,096,594

May 1, 2026 - May 31, 2026 233,309 22.50 233,309 67,846,787

June 1, 2026 - June 30, 2026 207,962 24.04 207,962 62,847,021

July 1, 2026 - July 31, 2026 229,241 23.99 229,241 57,347,270

August 1, 2026 - August 31, 2026 596,551 24.05 512,551 44,997,427

September 1, 2026 - September 30, 2026 201,037 20.89 201,037 40,797,629

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2 Our Class A common stock repurchases are made through open market transactions pursuant to Reflects the Share Repurchase Program, which was publicly announced on August 7, 2025 and authorizes the Company, to repurchase up to $250.0 million of our Class A common stock. On November 9, 2025, the Board of Directors approved an increase of $50.0 million to the Share Repurchase Program, bringing the total authorization under the program to $300.0 million of our Class A common stock. On November 3, 2026, the Board of Directors approved a new share repurchase program of $300.0 million of the Company's outstanding Class A common stock ("New Share Repurchase Program"), replacing the existing Share Repurchase Program and the remaining $40.8 million of authorization as of September 30, 2026 under the existing program. The New Share Repurchase Program will expire when all of the available allotted funds under the Share Repurchase Program are depleted.

3 Inclusive of 84,000 shares purchased by affiliated purchasers through open market transactions during the quarter ended September 30, 2026. These transactions were not conducted under the Share Repurchase Program.

During the three months ended June September 30, 2026, we withheld 3,756 10,991 shares of Class A common stock at an average price of $19.78 $24.53 per share, from delivery to our employees to satisfy their tax obligations related to the vesting or exercise of equity-based awards.

Other information 1 change

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During the three months ended June September 30, 2026, none of the Company's directors or executive officers (as such term is defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted, terminated , or modified a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 7 changes

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10.2 Stock Purchase Agreement, dated August 5, 2026, between the Company and Triton Water Equity Holdings, LP

31.1 Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June September 30 , 202 6 .

31.2 Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June September 30 , 202 6 .

32.1 Certification of the Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June September 30 , 202 6 .

32.2 Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended June September 30 , 202 6 .

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August November 5, 2026 By: /s/ David Hass

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August November 5, 2026 By: /s/ Jason Ausher

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