SCHEDULE 13D/A 0001193125-24-260509 0002042733 XXXXXXXX LIVE 5 Class A Common Stock, par value $0.01 per share 05/08/2025 false 0002042694 741623102 Primo Brands Corporation

1150 ASSEMBLY DRIVE, SUITE 800 TAMPA FL 33607

Fola Adamolekun (212) 605-6000 c/o One Rock Capital Partners, LLC 45 Rockefeller Plaza, 39th Floor New York NY 10111 0002042733 N ORCP III DE TopCo GP, LLC OO N DE 0 116210806 0 116210806 116210806 N 31.1 OO Limited Liability Company 0002042697 N Triton Water Parent Holdings, LP OO N DE 0 116210806 0 116210806 116210806 N 31.1 PN 0001400216 N R. Scott Spielvogel OO N X1 0 116210806 0 116210806 116210806 N 31.1 IN 0001988010 N Tony W. Lee OO N X1 0 116210806 0 116210806 116210806 N 31.1 IN 0002046046 N Triton Water Equity Holdings, LP OO N DE 0 116210806 0 116210806 116210806 N 31.1 PN 0002046213 N Triton Water Equity Holdings, GP, LLC OO N DE 0 116210806 0 116210806 116210806 N 31.1 OO Limited Liability Company Class A Common Stock, par value $0.01 per share Primo Brands Corporation 1150 ASSEMBLY DRIVE, SUITE 800 TAMPA FL 33607 This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on November 18, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Primo Brands Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: May 2025 Underwriting Agreement & Repurchase Transaction On May 8, 2025, the Issuer, Triton Water Parent Holdings, LP, Triton Water Equity Holdings, LP and Morgan Stanley & Co. LLC and BofA Securities, Inc., acting as underwriters (the "Underwriters"), entered into an Underwriting Agreement (the "May 2025 Underwriting Agreement"), pursuant to which the Underwriters agreed to purchase 39,710,806 and 7,789,194 shares of Class A Common Stock from Triton Water Parent Holdings, LP, and Triton Water Equity Holdings, LP, respectively, subject to and upon the terms and conditions set forth therein, representing an aggregate of 47,500,000 shares of Class A Common Stock at a price of $31.67 per share (the "May 2025 Transaction"). On May 12, 2025, the May 2025 Transaction closed. Pursuant to the May 2025 Underwriting Agreement, the Issuer and the Reporting Persons have agreed not to sell or otherwise dispose of any shares of Class A Common Stock held by them for a period ending 45 days after the date of the May 2025 Underwriting Agreement without first obtaining the written consent of the Underwriters subject to certain exceptions. In addition, on May 12, 2025, the Issuer repurchased 3,157,562 shares of Class A Common Stock from Triton Water Parent Holdings, LP at a price of $31.67 per share (the "Repurchase Transaction") pursuant to a stock purchase agreement (the "Purchase Agreement"). The above descriptions of the May 2025 Underwriting Agreement and Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each such agreement, which are filed as an exhibit hereto and incorporated herein by reference. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages is incorporated by reference to this Item 5. The ownership information presented herein represents beneficial ownership of Class A Common Stock as of the date of this filing, based on 373,265,367 shares of Class A Common Stock outstanding as of May 12, 2025, following the Repurchase Transaction. The information contained on the cover pages is incorporated by reference to this Item 5. Triton Water Equity Holdings, LP is the record holder of 116,210,806 shares of Class A Common Stock. ORCP III DE TopCo GP, LLC is the general partner of Triton Water Parent Holdings, LP. Triton Water Parent Holdings, LP is the managing member of Triton Water Equity Holdings, GP, LLC, which is the general partner of Triton Water Equity Holdings, LP. R. Scott Spielvogel and Tony W. Lee are the managing members of ORCP III DE TopCo GP, LLC and share voting and investment discretion with respect to the securities held of record by Triton Water Equity Holdings, LP. Accordingly, each of the persons and entities named herein may be deemed to share beneficial ownership of the securities held of record by Triton Water Equity Holdings, LP. Except as described herein, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock since Amendment No. 4. None. Not applicable. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the May 2025 Underwriting Agreement and Purchase Agreement and are incorporated herein by reference. A copy of each such agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 7: Underwriting Agreement, dated as of May 8, 2025, by and among the Issuer, Triton Water Parent Holdings, LP, Triton Water Equity Holdings, LP, Morgan Stanley & Co. LLC and BofA Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed on May 12, 2025). Exhibit 8: Stock Purchase Agreement, dated as of May 7, 2025, by and among the Issuer, Triton Water Parent Holdings, LP and Triton Water Equity Holdings, LP (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on May 12, 2025). ORCP III DE TopCo GP, LLC /s/ Tony W. Lee 05/12/2025 Triton Water Parent Holdings, LP /s/ Tony W. Lee 05/12/2025 R. Scott Spielvogel /s/ R. Scott Spielvogel 05/12/2025 Tony W. Lee /s/ Tony W. Lee 05/12/2025 Triton Water Equity Holdings, LP By: Triton Water Equity Holdings GP, LLC, its general partner, By: /s/ Fola Adamolekun 05/12/2025 Triton Water Equity Holdings, GP, LLC /s/ Fola Adamolekun 05/12/2025