Every material Form 8-K Primo Brands Corp has filed with the SEC since August 07, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Primo Brands reported third-quarter 2026 net sales of $1.82 billion, up 3.1%, and net income from continuing operations of $124.5 million, or $0.34 per diluted share, versus $40.5 million, or $0.11, a year earlier. For full-year 2026, the company expects net sales growth at the midpoint of its previous range and Adjusted EBITDA at the lower end of its previous $1,465 million to $1,515 million range, which lowers the profit outlook for shareholders. The board also authorized a new $300 million share repurchase program.
Q3 net sales $1.82 billion, up 3.1%; Adjusted EBITDA $411.0 million, up 1.6%, with margin down 30 bps to 22.6%.
Net income from continuing operations $124.5 million ($0.34 per diluted share) vs. $40.5 million ($0.11) in Q3 2025.
2026 outlook: net sales growth at midpoint of previous 2% to 4% range; Adjusted EBITDA at lower end of previous $1,465 million to $1,515 million range; Adjusted free cash flow unchanged at $790 million to $810 million.
New $300 million repurchase program replaces a program with about $41 million unused capacity; $0.12 per share dividend payable December 4, 2026.
Primo Brands director Allison Spector resigned from the board after the ORCP Stockholders reduced their ownership of Class A common stock, with the resignation effective August 18, 2026. The company said the departure was not due to any disagreement on operations, policies or practices, and the board reduced its size to ten directors.
Allison Spector resigned from the Board; the resignation became effective upon acceptance by the Unaffiliated Directors on August 18, 2026.
Resignation followed a decrease in ownership of Class A common stock by the ORCP Stockholders, under the Stockholders Agreement dated November 7, 2024.
Board size reduced to ten directors, as agreed by the Initial ORCP Stockholder under the Certificate of Incorporation.
The company stated the resignation was not due to any disagreement with the company.
Primo Brands agreed to repurchase 410,340 of its Class A shares from an affiliate of One Rock Capital Partners, closing concurrently with a secondary offering by that holder on August 7, 2026. The company sold no shares in the offering, and the selling stockholder received all proceeds of $487.4 million. The repurchased shares are no longer outstanding, so the transaction reduces the share count while the offering itself does not dilute shareholders.
Company agreed on August 5, 2026 to repurchase 410,340 Class A shares from a One Rock Capital Partners affiliate
Underwriting agreement dated August 6, 2026 covers a secondary offering of 20,000,000 Class A shares by the selling stockholder
Offering gross proceeds to the selling stockholder total $487.4 million; the company sold no shares in the offering
Both transactions closed on August 7, 2026; underwriter is Morgan Stanley & Co. LLC
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Primo Brands Corp filing is on SEC EDGAR ↗. 8-K briefs of other companies →