PRMB 10-K & 10-Q changes, risk factors and insider trading

•our future results may suffer if we do not effectively manage our expanded operations following the Transaction;

•the shares of Class A common stock coveredthat bycould be sold pursuant to any applicable registration statementsstatement or exemption from registration could represent a substantial percentage of the outstanding shares of Class A common stock, and the sales of such shares, or the perception that these sales could occur, could cause the market price of theour Class A common stock of Primo Brands to decline significantly, and certain selling stockholders still may receive significant proceeds;

•Triton Water Parent Holdings, LP, the prior stockholder of BlueTriton, and its affiliates (together, the "Sponsor Stockholders (as defined hereinStockholder") own a significant amount of the voting power of the Company, and their interests may conflict with or differ from the interests of other stockholders.

•our products may not meet health and safety standards or could become contaminated, and we could be liable for injury, illness, or death caused by consumption of our products.products;

•we maydo not expect to be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful;

Following the Transaction, the size of our business is larger than the former size of either Primo Water’s or BlueTriton’s businesses on a stand-alone basis. Our future success depends, in part, upon our ability to manage the expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. A successful integration will require focusing a substantial amount of resources and management attention to the integration process, which may divert resources and focus from the development and operation of regular business operations. Our business or results of operations could also be adversely affected by any issues attributable to operations that are based on events or actions that occurred before the closing of the Transaction (the "Closing"). The integration process is subject to a number of risks and uncertainties, and no assurance can be given as to the realization of anticipated benefits in full or in part or, if realized, the timing of their realization. IfWe integrationhave isexperienced notdisruption managedto successfully,our supply chain as well as technology transfer issues, and we may continue to experience interruptions in our business activities, including deterioration in our associate and customer relationships, increased costs of integration, and harm to our reputation, all of which could have a material adverse effect on our business, financial condition, and results of operations. We may experience difficulties in combining corporate cultures, maintaining associate morale, and retaining key associates. There is no assurance that Primo Water’s and BlueTriton’s businesses will be successfully integrated in a timely manner. The challenges involved in the integration of Primo Water’s and BlueTriton’s businesses have included or may include, among other things, the following:

We own the major trademarks that are used to identify, market, and sell our products. From time to time, we also use third party trademarks with the permission of these third parties. Protection of our proprietary processes, methods, compounds, and other technologies is also important to our business and enables us to distinguish our products from those of our competitors. In the United States, we own the federal trademark registrations for our major brands, including Poland Spring,Spring®, Pure Life,Life®, Arrowhead,Arrowhead®, Deer Park,Park®, Ice Mountain,Mountain®, The Mountain Valley,Valley®, Ozarka,Ozarka®, Primo Water,WaterTM, Saratoga,Saratoga®, Sparkletts,Sparkletts®, Zephyrhills,Zephyrhills®, Ac+ion,ion®, and Splash Refresher.RefresherTM. We have filed and will continue to file trademark applications to register new trademarks, logos, slogans, and taglines that we believe add value to our business and brands.

We may not be able to consummate acquisitions,acquisitions or divestitures, or acquisitions may be difficult to integrate, and we may not realize the expected revenue and cost synergies related to each such acquisition.acquisition or the benefits associated with divestitures.

In addition, if any of our water sources were curtailed or eliminated as a result of, for example, a natural disaster, work stoppage, the loss of a license, lease or permit, or other significant event that disrupted water flow or water quality from such source, we may have to purchase water from other sources, which could increase water and transportation costs and could result in supply shortages and price increases. Water may also become subject to contamination from hazardous substances, includingincluding, but not limited to, from per- and polyfluoroalkyl substances (“PFAS”), selenium, microplastics, fertilizer and other agricultural runoffs, nano plastics, or petroleum products, or from pathogens that cause a number of illnesses, including cholera, typhoid fever, giardiasis, cryptosporidiosis, legionella, amoebiasis, and free-living amoebic infections. Furthermore, we must meet federal, state, and local regulations in a variety of areas, including standards for extracting water from aquifers. We strive to maintain all permits or approvals required to conduct our business, but we are not able to ensure that we will receive, or will be able to maintain, such permits or approvals in the future or to gain approval necessary to extract water for our products or otherwise conduct our business. Any one of these events could have a negative impact on our business, financial condition, reputation, and results of operations.

There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere is causing significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Such changes to weather patterns could affect the purchasing patterns of our customers and consumers. For example, historically, we have experienced the highest water sales during the period from June to September, due to increased consumption of cold beverages during the summer months. The sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or rainy weather during the summer months may reduce the demand for our bottled water and other products, and may contribute to lower revenues, which could negatively affect our profitability. These and other weather-related changesevents, such as tornadoes, have adversely impacted and could alsoin the future adversely impact some of our facilities, production capabilities, our distribution channels, our third-party contract manufacturers’ operations, the availability and cost of key raw materials, and the water resources we use. Specifically, severe drought conditions or freezing conditions may limit our ability to use municipal water supplies to bottle our water. In addition, severe weather conditions during winter months, such as snow and ice storms, may significantly impact delivery schedules and revenue streams and disrupt our supply chain.

Our profitability depends in part on our ability to anticipate and react to changes in packaging, commodity, energy, and other costs. We use various packaging materials in our business, such as PET and recycled PET (“rPET”) for bottles and aluminum cans, and other containers. The prices of these packaging materials, aluminum cans, and other containers are subject to fluctuations beyond our control, such as problems in production or distribution, government regulation, climate conditions, tariffs, labor strikes or shortages, shortages or interruptions in supplies, and depend on market and economic conditions, such as inflation,inflation. whichThese hasconditions have created mid- to high-single digit cost increases in our underlying expenses, including packaging, transportation, and labor costs.

Our industry is also being affected by the rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications, and subscription services, which may result in a shift away from physical retail operations to digital channels. Moreover, AI shopping agents may reduce consumer decision-making in the choice of product and/or purchase place, which could adversely impact demand for our products. We continue to assess the competitive landscape and regularly evaluate our platforms for opportunities to evolve our technologies and expand our offerings and capabilities to match customer demands, behavior, and purchasing trends.

In addition to water, the principal raw materials required to produce our products include PET resin, HDPE and polycarbonate bottles, caps, and preforms, labels, cartons, and trays.LDPE. Some raw materials and supplies, including packaging materials, such as rPET, may be available from only a limited number of suppliers or a sole supplier, or may be in short supply when seasonal demand is at its peak. We rely upon our ongoing relationships with key suppliers to support our operations.

We depend on key information systems to accurately and efficiently transact our business, provide information to management, and prepare financial reports. We rely on third-party providers for various networking, application hosting, and related business process services that support our key information systems. Issues with performance by these third parties may disrupt our operations and as a result, our operating expenses could increase, which could negatively affect our results of operations. Our business activities may be materially disrupted in the event of a partial or complete failure of any of these systems, or those of our third-party providers, which could result from, among other things, natural disasters, war, terrorism, or other hostile acts, software malfunctions, equipment or telecommunications failures, processing errors, computer viruses, ransomware, phishing, hackers, other security issues or supplier defaults, increased bandwidth requirements, or other events beyond our control. For example, the recent global CrowdStrike outage resulted in interruptions to the availability and functionality of Microsoft applications throughout the Company, which we and our third-party providers rely upon to perform a number of operations. Because we rely on third-party service providers, we may be affected by vulnerabilities to interruptions or other failures that we can neither control nor mitigate.

Increased global cybersecurity vulnerabilities, threats, and sophisticated and targeted cyber-related attacks pose a risk to the security of our and our customers’, partners’, suppliers’, and third-party service providers’ respective products, IT Systems and the confidentiality, availability, and integrity of our Confidential Information. Although we attempt to mitigate these risks by employing a number of measures, we remain potentially vulnerable to additional known or unknown threats. For example, the recent global CrowdStrike outage resulted in interruptions to the availability and functionality of Microsoft applications throughout the Company, which we rely upon to perform a number of operations. Despite our efforts to protect our IT Systems and Confidential Information, we may be vulnerable to damage or interruption from (i) earthquakes, fires, floods, hurricanes, and other natural disasters; (ii) power loss, computer system failure, internet and telecommunications, or data network failure; (iii) diverse threat actors, such as state-sponsored organizations, opportunistic hackers, and hacktivists, as well as through diverse attack vectors, such as social engineering/ phishing, malware (including ransomware), computer viruses, misconfigurations, software “bugs,” or glitches; or (iv) theft, misplaced or lost data, programming errors, associate errors, and/or malfeasance.

The protection of customer, associate, and company data is critical and is an expanding focus of federal, state, and provincial legislatures and regulators in the United States, Canada,States and Europe.Canada. For example, the California Consumer Privacy Act of 2018, which came into effect in January of 2020, gives California residents additional data privacy rights, including allowing consumers to opt out of certain data sharing with third parties, and provides an additional cause of action for data breaches. Moreover, the California Privacy Rights Act, which went into effect on January 1, 2023, significantly modified the California Consumer Privacy Act of 2018 (collectively, the “CCPA”), and imposed additional data privacy and protection obligations on certain companies doing business in California. Additionally, the European Union General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”) impose comprehensive data privacy compliance obligations in relation to our collection and other use of data relating to an identifiable living individual, including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal data out of the European Economic Area and the United Kingdom.

The enactment of the CCPA is prompting a wave of similar legislative developments in over a dozen other states in the United States, including laws in Virginia, Colorado, Connecticut, Utah, Texas, Montana, Oregon, Delaware, Iowa, New Hampshire, Nebraska, and New Jersey, which creates the potential for a patchwork of overlapping but different state laws. Many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use, and other processing of information related to individuals for marketing purposes or otherwise, and there remains increased interest at the federal level as well. Additionally, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act. We may be subject to future compliance obligations as other states and provinces consider and adopt similar legislation. The changing legal and regulatory landscape could in the future further limit our ability to use and share personal information and could require changes to our operating model. Further, such laws may have potentially conflicting requirements that could make compliance challenging, require us to expend significant resources to come into compliance, and place added restrictions on our ability to process certain personal information. Any inability or perceived inability to adequately address data privacy and security concerns, even if unfounded, or comply with applicable data privacy and data security laws, regulations, and policies, could result in additional compliance costs, penalties, regulatory fines, and liability to the Company, proceedings (including class actions) against the Company or damage to the Company's reputation, or require the Company to make changes to its business. Any of the foregoing may adversely affect the Company's business, results of operations and financial condition.

Our future results of operations and the market price of our Class A common stock may be affected by factors different from, or in addition to, those that affected our historical results of operations. In addition, the market price for our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

•future sales of our Class A common stock by our officers, directors, and significant stockholders, including the selling stockholders;

In addition, the stock markets, including the NYSE, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. We are presently involved in securities litigation, described in greater detail at Note 23 - "Commitments and Contingencies" to the Consolidated Financial Statements in this Annual Report. If we were to become involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

We may issue additional shares of Class A common stock through future offerings, in satisfaction of certain required payments in connection with future acquisitions and due to future issuances pursuant to the Primo Brands Equity Incentive Plan and employee stock purchase program for shares of Class A common stock.program.

Subject to the terms and conditions of the Stockholders Agreement dated as of November 7, 2024, by and between the Company and Triton Water Parent Holdings, LP (together with any parties joined thereto, the “Stockholders Agreement”), a Delaware limited partnership and the holder of all of the common stock of BlueTriton prior to the Transaction (the “Initial ORCP Stockholder”), we may, from time to time, whether in the ordinary course of business or otherwise, undertake offerings of our shares of Class A common stock or other offerings of securities convertible into and/or exchangeable intofor shares of Class A common stock and we may enter into acquisition agreements, joint venture agreements, or similar agreements under which we may issue Sharesshares of Class A common stock in satisfaction of certain required payments or other obligations. We may also issue shares of Class A common stock upon the exercise of stock options or other securities exercisable for shares of Class A common stock. Pursuant to the Primo Brands Equity Incentive Plan, equity incentive awards may be granted to eligible participants in the future that may cause existing stockholders to experience dilution of their ownership interests. In addition, we have adopted an employee stock purchase program pursuant to which shares of Class A common stock may be issued, which may cause existing stockholders to experience dilution of their ownership interests. We cannot predict the size of any future issuances of shares of Class A common stock, the requirement for financing alternatives or opportunities (which will remain at the discretion of our Board and management team), or the effect that future issuances and sales of shares of Class A common stock may have on the market price of the Class A common stock. Issuance of a substantial number of additional shares of Class A common stock or securities convertible into and/or exchangeable for shares of Class A common stock, or the potential for such issuances, may adversely affect prevailing market prices for the Class A common stock. With any additional issuance of shares of Class A common stock, investors may suffer dilution (in some cases which may be a material dilution, depending on the quantum of shares of Class A common stock that are issued or issuable) to their overall voting power and we may experience dilution in our earnings per share.

Shares of our Class A common stock that were issued to the former securityholders of Primo Water pursuantin toconnection with the ArrangementTransaction are freely tradable under U.S. federal securities laws except by persons who are, or within 90 days prior to the consummation of the ArrangementTransaction were, “affiliates” (as defined in Rule 144 under the Securities Act (“Rule 144”)) of Primo Brands. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as the principal stockholders of the issuer. Any such shares of our Class A common stock issued pursuantas topart of the ArrangementTransaction and held by such an affiliate (or, if applicable, former affiliate) will be subject to certain restrictions on resale imposed by the Securities Act, such that they may not resell such securities in the absence of registration under the Securities Act or an exemption from such registration, if available, such as the exemption contained in Rule 144.

Pursuant to the Stockholders Agreement, the Sponsor Stockholders may request that we conduct a registered offering of their shares of Class A common stock. For example, in March and May 2025, certain of our Sponsor Stockholders sold an aggregate of 99,250,000 shares of our Class A common stock in registered public offerings.

UponWe have filed a registration statement registering the resale of up to 218,618,368 shares of Class A common stock, which was declared effective by the SEC on March 7, 2025. Pursuant to this registration statement, or upon effectiveness of any applicablefuture registration statements, or upon satisfaction of the requirements of Rule 144,144 or another exemption from registration, the Sponsor Stockholders have sold, and may sellin the future sell, large amounts of our Class A common stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in or putting significant downward pressure on the price of the Class A common stock. Additional sales of a substantial number of shares of Class A common stock in the public market, or the perception that such sales may occur, could have an adverse effect on Primothe Brands’price of our Class A common stock price and could impair itsour ability to raise capital through the sale of additional shares of Class A common stock. In addition, 58,000,00097,617,077 shares of Class A common stock held by the Sponsor Stockholders are pledged as security for a margin loan entered into by the Sponsor Stockholders and 18,593,729 shares of Class A common stock held by the Sponsor Stockholders are pledged as security for a pre-paid variable share forward transaction entered into by the Sponsor Stockholders. InIf an event of default occurs under the margin loan agreement,agreement or pre-paid variable share forward transaction, the lendersfinancial institution counterparty may sellforeclose on the shares pledged as security for the margin loan,loan and pre-paid variable share forward transaction, which may, in certain circumstances, include sales in the open market, as well as hedging sales.

The Sponsor Stockholders, which are controlled by affiliates of One Rock Capital Partners, LLC (“ORCP” and together with its affiliates, the “ORCP Group”), hold approximately 57.5%32.0% of the voting power for the election, appointment, or removal of directors of the Company. So long as the ORCP Group continues to directly or indirectly own a significant amount of the voting power of the Company, the ORCP Group will continue to be able to strongly influence or effectively control the business decisions of the Company. In particular, pursuant to the terms of the Stockholders Agreement, the Sponsor Stockholders have designated sevencertain directors of the Board and have the right to designateserve anon eighthour director.Board. As a result, ORCP or its designees to the Board will have the ability to influence the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions and influence amendments to our certificate of incorporation, and may exercise their voting and other rights in a manner that may be adverse to the interests of other stockholders. In addition, certain actions will require approval of a supermajority of the Board or the consent of the Sponsor Stockholders. Consequently, if there is no agreement among the directors comprising the Board or between the Company and the Sponsor Stockholders, we may be prevented from taking actions that may be viewed by other stockholders as beneficial or desirable.

We are no longer considered a “controlled company” within the meaning of the NYSE listing requirementsrequirements. and,However, aseven though we are no longer a result,“controlled company,” we will continue to qualify for, and mayintend to rely on, exemptions from certain corporate governance requirements.requirements Ourduring a one-year transition period. As a result, our stockholders domay not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

TheFor corporateexample, governance requirements and specifically the independence standardswe are intended to ensure that directors who are considered independent are free of any conflicting interest that could influence their actions as directors. We currently do not expect to rely on these exemptions and instead rely on exemptions for newly public companies. However, for as long as we remain, a “controlled company,” we may elect in the future to take advantage of any of these exemptions. As a result, we may not be subject to certain corporate governance requirements, including that a majority of our Board of Directors consists of “independent directors,” as defined under the rules of the NYSE. In addition, we wouldare not be required to have a Nominating and Corporate Governance Committee or Compensation Committee that is composed entirely of independent directorsdirectors. withWe aintend writtento charterrely addressingon certain of these independence exemptions throughout the committee’sone-year purposetransition andperiod. responsibilitiesAccordingly, or to conduct annual performance evaluations ofduring the Nominatingtransition and Corporate Governance and Compensation Committees. Accordingly,period, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Increasingly, in addition to the importance of their financial performance, companies are being judged by their performance on a variety of sustainability or environmental, social and governance (“ESG”) matters by a variety of stakeholders, including investors, consumers, associates, regulators, environmental activists, and other third parties. In addition, various regulatory authorities have imposed, and may continue to impose, mandatory substantive and/or disclosure requirements with respect to sustainability matters. For example, we may be subject to the disclosure requirements based upon the International Sustainability Standards Board’s sustainability and climate disclosure standards as adopted, under development or if adopted in the future by Australia, Brazil, Bolivia, Canada, Chile, China, Colombia, Costa Rica, Dominican Republic, Hong Kong, India, Japan, Malaysia, Mexico, New Zealand, Saudi Arabia, Singapore, South Korea, Switzerland, Türkiye, United Kingdom, and other jurisdictions if adopted. In addition, we may be subject to select disclosure requirements or other regulations regarding greenhouse gas metrics, climate risks, use of offsets, and emissions reduction claims for example those enacted by the State of California including Senate Bill 253 (The Climate Corporate Data Accountability Act) requiring U.S. public and private entities with annual revenues greater than $1 billion doing business in California to publicly report their greenhouse gas emissions, and / or Senate Bill 261 (The Climate-Related Financial Risk Act) requiring U.S. entities with annual revenues over $500 million to bi-annually disclose climate-related financial risks and their mitigation strategies. On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit granted a motion for injunction on SB 261. The injunction prohibits California Air Resources Board from enforcing SB 261 pending the appeal and it does not impact SB 253, which is still in effect. We may also be subject to the SEC’s climate disclosure rules, if enforced by the SEC leadership and if such rules survive litigation pending in the Eighth Circuit Court of Appeals challenging them. In March 2025, the SEC voted to end its defense of the rules and as a result, the rules remain in effect but are not currently enforceable. These requirements may not always be uniform across jurisdictions, which may result in increased complexity, and cost, for compliance.

Separately, various regulators have adopted, or are considering adopting, regulations or guidance on environmental marketing claims, including but not limited to the use of “carbon neutral,” “sustainable,” “eco-friendly,” “compostable,” “recyclable,” or similar language in product marketing. For instance, the FTC has issued its Green Guides which provide guidance on environmental marketing claims. The FTC is currently in the process of updating the Green Guides, which updates may impact our ability to make future environmental marketing claims as we currently do or result in future litigation as compliance with the Green Guides are embedded in certain U.S. state consumer protection statutes. That or any other regulation or guidance may require us to make additional investments in facilities and equipment, require us to incur additional costs for the collection of data and/or preparation of disclosures and associated internal controls, may impact the availability and cost of key raw materials used in the production of our products or the demand for our products and, in turn, may adversely impact our business, financial condition, and results of operations. Sustainability and ESG matters have also been the subject of increased focus by regulators, including in the United States, which may expose us to potential, and possibly inconsistent, regulatory scrutiny or enforcement actions related to our sustainability and ESG activities.

Further, organizations that provide information to investors on corporate governance matters have developed ratings processes for evaluating companies on their approach to sustainability and ESG matters. Unfavorable ESGsustainability ratings could lead to negative investor sentiment towards us or our industry, which could negatively impact our stock price as well as our access to and cost of capital.

Moreover, we have engaged, and expect to continue to engage, in certain voluntary initiatives (such as voluntary disclosures or setting goals) to improve the ESGsustainability profile of our Company and/or our products. However, such initiatives may be costly and may not have the desired effect. For example, PET is a recyclable material, and we encourage our customers and consumers to recycle bottles and packaging that contain it. However, not all PET is recycled due to a lack of recycling infrastructure. This can help perpetuate the idea that PET plastic creates waste, rather than a discussion around the lack of infrastructure in place to facilitate recycling. Overall, execution of our ESGsustainability strategies and achievement of our goals is subject to risks and uncertainties, many of which are outside of our control. As a result, there is no assurance that we will be able to successfully execute our strategies and achieve our sustainability-related goals, which could damage our reputation and consumer and other stakeholder relationships. Additionally, there can be no assurance that our stakeholders will agree with our strategies, and any perception, whether or not valid, that we have failed to achieve, or to timely achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, sustainability, or ESGsustainability matters could result in adverse publicity or potential regulatory or investor engagement or litigation and adversely affect our business and reputation. For example, there have been increasing allegations of greenwashing against companies in our industry making sustainability-related claims due to a variety of perceived deficiencies in actions, statements, or methodology, including as stakeholder perceptions of sustainability continue to evolve.

In light of stakeholders’ increasedincreased, and often conflicting, focus on sustainability matters, there can be no certainty that we will manage such issues successfully. This could negatively impact our ability to access capital and could lead to risk of litigation or reputational damage relating to our sustainability policies or performance. Our reputation may be harmed if certain stakeholders, such as our clients, stockholders or other third parties, believe that we are not adequately or appropriately responding to sustainability, or climate change, or ESGchange matters or excessively factoring in sustainability, or climate change, or ESGchange matters.

The conduct of our business and the demand for our products are subject to various laws and regulations administered by federal, provincial, state, and local governmental authorities and agencies in the United States, Canada, the United Kingdom,States and Israel.Canada. If our business expands into new markets, we may be subject to additional laws and regulations. We have incurred and may incur significant costs and delays in order to attain or maintain compliance with these legal requirements, or may fail to maintain or acquire necessary licenses, leases, and permits. These laws and regulations may impose numerous obligations that are applicable to our operations, including, but not limited to, the acquisition of permits before commencing regulated activities.

In response to these concerns, the United States and many other jurisdictions have also imposed or are considering imposing regulations or policies designed to increase the sustainability of packaging, encourage waste reduction, improve recycling collection, enhance the waste management/recycling infrastructure, or restrict the sale of products in certain plastic packaging. These regulations and policies vary in scope, and include taxes or fees designed to incentivize behavior and restrictions or bans on certain products and materials. For example, 25 countries in the European Union have established extendedExtended producer responsibility (“EPR”) policies, which make manufacturers such as us responsible for the costs of recycling beverage and food packaging after consumers have used them. EPR policiespackaging, have been enacted by five states in the United States and are also being contemplated in other jurisdictions in the United States and around the world. In addition, a number of states in the United StatesStates, as well as some Canadian provinces and most EU member countriesprovinces, have a bottle deposit return system in effect. This is a form of EPR that requires a deposit charged to consumers to incentivize the return of the beverage container and shifts recycling costs to industry. Further, certain jurisdictions have imposed or are considering imposing other types of regulations or policies, including packaging taxes, requirements for bottle caps to be tethered to the plastic bottle, minimum recycled content mandates (which would require packaging to include a certain percentage of post-consumer recycled material in a new package) and even bans on the use or sale of single-use plastics like plastic beverage containers. These laws and regulations have in the past and could, in the future, increase the cost of our products, reduce consumer demand and overall consumption of our products, or result in negative publicity, resulting in adverse effects on our business, financial condition, or results of operations.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients and raw materials, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our manufacturing or co-packing partners, our distributors or our retail customers, depending on the circumstances, to conduct a recall in accordance with FDA regulations and comparable foreign laws and regulations, as well as other regulations and laws in the other jurisdictions in which we operate. ForWe example, BlueTriton initiated a voluntary recall of approximately 304,470 cases of spring waterhave in Julythe 2023past dueand tomay bromatein levelsthe exceedingfuture FDA’sconduct standards.product recalls. Product recalls could result in significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors, retail customers and shelf space or e-commerce prominence, and a potential negative impact on our ability to attract new customers and consumers, and our ability to maintain our current customer and consumer base due to negative consumer experiences or because of an adverse impact on our brands and reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits. While we maintain batch and lot tracking capability to identify potential causes for any discovered problems, there is no guarantee that in the case of a potential recall, we will effectively be able to isolate all product that might be associated with any alleged problem, or that we will be able to quickly and conclusively determine the root cause or narrow the scope of the recall. Our potential inability to affect a recall quickly and effectively, or manage the consumer and retailer communication in a way that mitigates concerns, might create adverse effects on our business and reputation, including large recall and disposal costs and significant loss of revenue.

In the ordinary course of our business, we are, from time to time, subject to various litigation and legal proceedings. We are or may be subject to proceedings across a variety of matters, including matters involving stockholder class actions, product liability, water rights, tax audits, unclaimed property audits and related matters, employment, and others. The outcome of litigation and other legal proceedings and the magnitude of potential losses therefrom, particularly with respect to class action lawsuits and regulatory actions, is difficult to assess or quantify. Significant legal proceedings, including those discussed in Note 23,23 - “Commitments and Contingencies” to the Consolidated Financial Statements in this Annual Report, if decided adversely to us or settled by us, may require changes to our business operations that negatively impact our operating results or involve significant liability awards that impact our financial condition. The cost to defend litigation may be significant. As a result, legal proceedings may adversely affect our business, financial condition, results of operations, or liquidity.

We have inherited and may be subject to various litigation claims and legal proceedings, including those relating to product liability and label claims. For example, one of our subsidiaries is currently defending against a lawsuit originally filed against the entity formerly known as Nestlé Waters North America, Inc. (“Nestlé Waters”) arising from the sale and marketing of our Poland Spring® branded water. The lawsuit alleges common law fraud, violations of certain consumer protection laws in ninefive states and, for home and office customers, breach of contract. We believe the plaintiffs’ claims are without merit, and we intend to defend ourselves vigorously. For additional information about this case, see Note 23,23 - “Commitments and Contingencies” to the Consolidated Financial Statements in this Annual Report. This litigation may subject us to substantial costs and divert resources and the attention of management from our business. Even if the claims do not result in protracted litigation or are resolved in our favor, the time and resources needed to resolve such claims could divert our management’s resources and adversely affect our business. In addition, from time to time we are subject to litigation claims and legal proceedings relating to water rights. If we are subject to cease and desist orders from regulators regarding certain water sources and related operations, such orders could be material to our business if our access to either is restricted or prohibited for any period of time.

We couldhave bebeen, and continue to be, exposed to increased litigation, and other liabilities as a result of the Transaction, which could have an adverse effect on our business and operations.

The Transaction and the integration of BlueTriton and Primo Water has subjected, and may continue to subject the Company to liabilities that may have existed at BlueTriton or Primo Water prior to the Closing or may arisearise, or have arisen, following the Closing, some of which may be unknown or unexpected. Although the parties to the Transaction have conducted due diligence on the operations of BlueTriton and Primo Water, there can be no guarantee that such parties are aware of or have accurately assessed all liabilities of BlueTriton. These liabilities, and any additional risks and uncertainties related to the Transaction not currently known to the parties or that the parties previously deemed immaterial or unlikely to occur, could negatively impact the Company business, financial condition, and results of operations, including profitability. Further, each of BlueTriton’s and Primo Water’s business is different in certain ways from the other, and our results of operations may, as a result, be affected by factors that differ from those currently affecting BlueTriton’s or Primo Water’s results of operations on a previously standalone basis. As a result of the Transaction, we may be exposed to increased litigation from stockholders, customers, suppliers, consumers, and other third parties due to the combined company’s business following the Closing. Any such litigation may have an adverse impact on our business and results of operations or may cause disruptions to our operations.

Primo Brands  is a leading North American branded beverage company with a focusfocused on healthy hydration, delivering responsibly and domestically sourced diversified offerings across products, formats, channels, price pointspoints, and consumer occasions, distributed in every U.S. state and  Canada.

We have ana extensivecomprehensive portfolio of highly recognizable, responsibly sourcedrecognizable and conveniently packaged branded water and beverages distributedthat reach consumers whenever, wherever, and however they hydrate through distribution across more than 200,000 retail outlets, includingaway from home such as hotels and hospitals, and hospitality and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands (which are our brands that generate more than $1 billion in annual net sales),” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional leadersspring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo WaterTMWater® and Sparkletts®, and flavored and enhanced brandsbeverages like Splash Refresher™ and AC+ION® and Splash RefresherTM. These brands are sold directly across retail channels, including mass food, convenience, natural, drug, wholesale, distributors and home improvement, as well as food service accounts in North America.. We also have extensive direct-to-consumer offerings with ouran industry-leading line-up of innovative water dispensers, which create customer and consumer connectivity through recurring water purchasespurchases. acrossWe operate a vertically integrated coast-to-coast network that distributes our Waterbrands Direct,to Watermore than 200,000 retail outlets, as well as directly reaching customers and consumers through our Direct Delivery, Exchange and Water Refill businesses.offerings. Through our Water Direct business,Delivery, we deliver responsibly sourced hydration solutions direct to home and business customers. Through our Water Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through our Water Refill business, consumers have the option to refill empty multi-use bottles at approximatelyover 23,500 self-service refill stations. We also offer water filtration units for home and business consumerscustomers across North America. We are a leader in reusable beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. We have a portfolio of over 80 springs and actively manage water resources to help assure a steady supply of quality, safe drinking water today and in the future. We also help conserve over 28,000 acres of land across the U.S. and Canada. We are proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. We are committed to supporting the communities we serve, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. We employ more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.

Our operations and supplier relationships expose us to risks associated with disruptions to global supply chains, tariffschains and the ongoing Russia/Ukraine and Israel/Hamas conflicts, all oftariffs, which are likely to continue to create challenging conditions for our business through increased costs, lower consumer spending, volatility in financial markets orand other impacts. While we have taken steps to minimize the impact of these increased costs,impacts, global supply chain disruption may deteriorate, which could adversely affect our business, financial condition, results of operations and cash flows.

The markets in which we operate are subject to some seasonal variations. Our water sales are generally higher during the warmer months.months Ourand our purchases of raw materials and related accounts payable fluctuate based upon the demand for our products. TheThis seasonality of our sales volume causes our working capital needs to fluctuate throughout the year.

We conduct operations in Canada and we are subject to currency exchange risks to the extent that our costs are denominated in currencies other than those in which we earn revenues. As our financial statements are denominated in U.S. dollars, fluctuations in currency exchange rates between the U.S. dollar and the Canadian dollar have had, and will continue to have, an impact on our results of operations.

Ingredient and packaging costs represent a significant portion of our cost of sales. These costs are subject to global and regional commodity price trends. Our most significant commodities are polyethylene terephthalate (“PET”) resin, high-densityglass, polyethylenealuminum, (“HDPE”) and polycarbonate bottles, caps and preforms, labels and cartons and trays.LDPE. We attempt to manage our exposure to fluctuations in ingredient and packaging costs by entering into fixed price commitments for a portion of our ingredient and packaging requirements and implementing price increases as needed.

In 2024,2025, our capital expenditures were devoted primarily to supporting growth in our business, maintaining existing facilities andfacilities, making equipment upgrades.upgrades and post-Transaction (as defined below) integration related activities.

On November 8, 2024, Primo Brands consummated the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended by that certain Amendment No. 1 thereto dated October 1, 2024 (the document, as amended, the “Arrangement Agreement”, and the aggregation of these activities are henceforth referred to as transactions effecting the Arrangement Agreement, the "Transaction") in which Primo Brands became the surviving corporation, and Primo Water and BlueTriton became wholly-owned subsidiaries of Primo Brands (the “Transaction”).Brands. See Explanatory Note and Note 1 “- "Description of the Business” to the Consolidated Financial Statements contained in this Annual Report for additional information.

We accounted for the Transaction as a business combination in which BlueTriton was the accounting acquirer. Accordingly, assets acquired and liabilities assumed were measured at their acquisition date fair values as of November 8, 2024. OurFor the year ended December 31, 2023, our consolidated results of operations include theoperating results ofreflect only BlueTriton. The financial statements incorporate Primo WaterWater’s performance from November 9, 2024 through December 31, 2024.2024, as well as the full year ended December 31, 2025.

We present certain non-GAAP measures in this Annual Report, 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, share-basedstock-based compensation costs, impairment charges, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, gainloss 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.

We use Adjusted EBITDA to supplement U.S. GAAP measures of performance in evaluating the effectiveness of our business strategies, and to establish annual budgets and forecasts. We also use Adjusted EBITDA toas establisha target for short-term incentive compensation for management.

During the year ended December 31, 2024,2025, net sales were $5,152.5$6,664.0 million, an increase of $453.8$1,511.5 million, or 9.7%,29.3%, as compared to the year ended December 31, 2023,2024, primarily related to $254.4$1,541.6 million of net sales attributable to Primo Water sales as a result of the Transaction, aspartially welloffset by a decrease of $80.8 million in volumes attributable to non-recurring sales in 2024 as a 3.6%result organicof volumethe growth.sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.

During the year ended December 31, 2024,2025, cost of sales was $3,530.9$4,643.8 million, an increase of $184.2$1,112.9 million, or 5.5%,31.5%, as compared to the year ended December 31, 2023.2024. The increase in costs iswas primarily driven by $170.9$1,126.6 million incurredof cost of sales attributable to Primo Water as a result of the PrimoTransaction Water sales increase dueand, to thea Transaction.lesser Weextent, were$35.6 ablemillion of non-recurring integration costs attributable to significantlyBlueTriton manageBrands variablein the current year, partially offset by $65.0 million in non-recurring costs as the greater organicof sales volume increase resulted in an insignificant increase in cost of sales, as a $33.1result millionof increasethe sale of the production facility in factoryOntario, labor,Canada maintenance and overhead coststhat was largelycompleted offsetduring bythe afirst year-over-year improvement in freight costsquarter of $14.1 million and water sourcing of $11.5 million.2025.

During the year ended December 31, 2024,2025, gross profit was $1,621.6$2,020.2 million, an increase of $269.6$398.6 million, or 19.9%,24.6%, as compared to the year ended December 31, 2023,2024, and gross margin as a percentage of net sales was 31.5%,30.3%, as compared to 28.8%31.5% during the year ended December 31, 2023,2024. This change was primarily driven by increased$415.0 sales volumes allowing for better leveragingmillion of ourgross fixedprofit, costs,or 26.9% gross margin, attributable to Primo Water as wella asresult of the aforementioned beneficial freightTransaction and waterthe sourcingfactors efficiencies.discussed above.

AcquisitionTransaction costs include those associated with the Transaction, including subsequent costs directly related to its consummation. Other acquisition expenses include those costs associated with our acquisitions, as well as costs incurred onin connection with potential acquisitions. Integration and restructuring expenses mainly include IT implementation costs, costs incurred to achieve post-acquisitionpost-Transaction synergiessynergies, information technology implementation costs, and costs incurred onin connection with business optimization, among others.

During the year ended December 31, 2024,2025, acquisition, integration and restructuring expenses were $204.1$167.5 million, ana increasedecrease of $187.2$36.6 million, as compared to the year ended December 31, 2023,2024, primarily asdue to a resultdecrease in Transaction costs of the$102.5 Transaction.million Wedriven by higher Transaction-related costs and non-recurring employee severance and termination-related costs of $47.3 million incurred expensesin the prior year. These decreases were partially offset by an increase in integration-related costs of $108.7$113.4 million leadingin up to, and as a result of, the Closing. Additionally, we have incurred $95.4 million related to integration initiatives, including severance charges and consulting fees, during the year ended December 31, 2024.2025.

Other Operating (Income) Expense, Net

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

Interest and financing expense, net, primarily relatedrelates to interest expense on our debt and finance leases, revolver commitment fees and costs associated with our debt, partially offset by interest income earned on cash and cash equivalents, including restricted cash.

During the year ended December 31, 2024,2025, interest and financing expense, net, was $339.6$326.5 million, ana increasedecrease of $51.5$13.1 million, or 17.9%,3.9%, as compared to the year ended December 31, 2023,2024, primarily relating to thea $33.1lower million ofeffective interest relatedrate toon the addition of the 2024 Incremental Term Loans (as defined below) inand Marchno 2024,outstanding revolving debt during the year ended December 31, 2025, substantially offset by an increase of $57.9 million of interest and $7.1financing millionexpense incurredprimarily asrelated a result ofto the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as parta result of the Transaction.Transaction (as defined below).

Provision for Income TaxesTax

IncomeDuring the year ended December 31, 2025, income tax expense was $33.3$64.6 million, in 2024million compared to $25.1$33.3 million induring 2023.the year ended December 31, 2024. The effective tax rate was 160.9%44.6% in 2024the year ended December 31, 2025, compared to 21.3%160.9% in 2023.the year ended December 31, 2024.

The effective tax rate for 2024the increasedyear ended December 31, 2025 decreased from the effective tax rate from 2023the year ended December 31, 2024 due primarily to non-deductible transaction costs, change in enacted rates,rate changes, and related-party transactions fromin 2024 related to the merger. The effective tax rate for 2024the year ended December 31, 2025 differs from the U.S. statutory rate primarily due to (a) significant permanent differences for which we have not recognized a tax benefit; (b) income in tax jurisdictions with lower statutory tax rate than the U.S.; and (c) losses in tax jurisdictions with existing valuation allowances.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to further the reader’s understanding of the condensed consolidated financial condition and results of operations of the Company. It should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q ("Form 10-Q") and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Part I, Item 1A. in our 2025 Annual Report. When used in this report, the terms “the Company,” “our Company,” “Primo Brands,” “we,” “us,” or “our” refersrefer to Primo Brands Corporation, together with its consolidated subsidiaries.

We have a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and hospitality and food service accounts, as well as direct delivery to homes and businesses. These brands include established “billion-dollar brands” Poland Spring® and Pure Life®, premium brands like Saratoga® and The Mountain Valley®, leading regional spring water offerings such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified water brands including Primo Water® and Sparkletts®, and flavored and enhanced beverages like Splash Refresher™ and AC+ION®. We also have an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. We operate a vertically integrated coast-to-coast network that distributes our brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through our Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, we deliver responsibly sourced hydration solutions direct to home and business customers. Through our Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through our Refill business, consumers have the option to refill empty multi-use bottles at over 23,500 self-service refill stations. We also offer water filtration units for home and business customers across North America. We are a leader in reusable beverage packaging, helping to reduce waste through itsour multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. We have a portfolio of over 80 springs and actively manage water resources to help assurefor a steady supply of quality, safe drinking water today and in the future. We also help conserve over 28,000 acres of land across the U.S. and Canada. We are proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. We are committed to supporting the communities we serve, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. We employ more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

During the three months ended MarchJune 31,30, 2026, net sales were $1,626.1$1,796.2 million, an increase of $12.4$66.1 million, or 0.8%,3.8%, as compared to the three months ended MarchJune 31,30, 2025, primarily due to an increase in sales attributable to regional spring water of $35.9 million and our premium brands of $31.6$26.7 million,million in the current year period, partially offset by a decrease of $11.1$6.9 million related to the divested coffee business.

During the three months ended MarchJune 31,30, 2026, cost of sales were $1,161.2$1,247.5 million, an increase of $68.5$58.3 million, or 6.3%,4.9%, as compared to the three months ended MarchJune 31,30, 2025, primarily due to increased transportation related costs of $24.2$42.6 million and increased depreciation and amortization of $8.4 million, partially offset by a decrease of $6.8 million related to lower non-recurring integration related costs incurred in the current year period of $20.4 million, and increased depreciation and amortization of $11.4 million, partially offset by a decrease of $10.8$5.2 million related to the divested coffee business.

During the three months ended MarchJune 31,30, 2026, gross profit was $464.9$548.7 million, aan decreaseincrease of $56.1$7.8 million, or 10.8%,1.4%, as compared to the three months ended MarchJune 31,30, 2025, and gross margin as a percentage of net sales was 28.6%,30.5%, as compared to 32.3%31.3% during the three months ended MarchJune 31,30, 2025, primarily driven by the factors discussed above.

During the three months ended MarchJune 31,30, 2026, selling, general and administrative expenses were $336.7$345.5 million, whicha remained relatively consistent with an increasedecrease of $8.9$33.1 million, or 2.7%,8.7%, as compared to the three months ended MarchJune 31,30, 2025.2025, primarily due to a decrease in marketing costs of $17.4 million and a decrease in depreciation and amortization of $11.6 million primarily related to the amortization of definite lived intangibles in the prior year period not recurring in the current year period.

During the three months ended MarchJune 31,30, 2026, acquisition, integration and restructuring expenses were $20.8$10.0 million, a decrease of $19.0$39.7 million, as compared to the three months ended MarchJune 31,30, 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) Expense,, Net

Other operating expense (income) expense,, 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 MarchJune 31,30, 2026, other operating income,expense, net was $30.6$12.9 million, compared to other operating expense,income, net during the three months ended MarchJune 31,30, 2025 of $0.2 million. This change is primarily due to unrealized gainslosses on commodity forwards of $31.1$12.2 million during the current year period compared to unrealized gains on commodity forwards of $1.1$0.9 million during the prior year period.

Other Expense,Expense (Income), Net

Other Expense,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.

During the three months ended MarchJune 31,30, 2026, interest and financing expense, net, was $78.3$81.3 million, which remained relatively consistent with a decrease of $3.8$0.6 million, or 4.6%,0.7%, as compared to the three months ended MarchJune 31,30, 2025.

Income tax expense was $13.5$27.9 million for the three months ended MarchJune 31,30, 2026 compared to $17.7$16.3 million for the three months ended MarchJune 31,30, 2025. The effective tax rate was 33.1%28.7% for the three months ended MarchJune 31,30, 2026 compared to 33.8%34.8% for the three months ended MarchJune 31,30, 2025.

The effective tax rate for the three months ended MarchJune 31,30, 2026 decreased from the effective tax rate for the three months ended MarchJune 31,30, 2025 due primarily to a decrease in permanent differences for which we have not recognized a tax benefit. The effective tax rate for the three months ended MarchJune 31,30, 2025 differs from the U.S. statutory rate primarily due to permanent differences for which we have not recognized a tax benefit and losses in tax jurisdictions with existing valuation allowances.

As of MarchJune 31,30, 2026, we had $288.2$366.8 million of cash on hand (of which $0.3 million is restricted). We had access to $750.0 million of revolving loan commitments (excluding $163.9$163.4 million of outstanding letters of credit) under the Revolving Credit Facility. We, or our affiliates, may from time to time seek to repurchase or retire outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Any future repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity, contractual restrictions, and other factors. The amounts involved may be material.

In connection with the Fifth Amendment, we assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. We 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 months ended MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $52.1$49.6 million and $39.4 million, respectively.

The Company was in compliance with all covenants under the agreements governing its indebtedness as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, our credit ratings were as follows:

On August 6, 2025, we net settled the 2024 FX Forwards and simultaneously entered into new foreign exchange contracts with a combined notional amount of €450.0 million ($516.7$513.3 million at exchange rates in effect on MarchJune 31,30, 2026) and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.

During the three and six months ended MarchJune 31,30, 2026, we repurchased 1,539,175707,943 and 2,247,118 shares of our Class A common stock for an aggregate purchase price of approximately $29.0$15.5 million and $44.5 million, respectively, through open market transactions under the Share Repurchase Program. As of MarchJune 31,30, 2026, the Company had $78.3$62.8 million of authorization remaining under the Share Repurchase Program.

During the three and six months ended MarchJune 31,30, 20262026, 3,756 and 2025, 191,390 and 164,738195,146 shares of our Class A common stock were withheld from delivery to our employees to satisfy their tax obligations related to the vesting of equity-based awards. Please refer to Part II, Item 2 of this Quarterly Report.

On February 18, 2026, the Board of Directors declared a dividend of $0.12 per share on our outstanding Class A common stock, payablepaid in cash on March 23, 2026 to stockholders of record at the close of business on March 6, 2026.

On April 28, 2026, the Board of Directors declared a dividend of $0.12 per share on our outstanding Class A common stock of the Company, payablepaid in cash on June 15, 2026 to stockholders of record at the close of business on June 4, 2026.

ThreeSix Months Ended MarchJune 31,30, 2026 Compared to the ThreeSix Months Ended MarchJune 31,30, 2025

Net cash provided by operating activities of continuing operations was $103.8$331.7 million for the threesix months ended MarchJune 31,30, 2026 as compared to $38.8$193.8 million for the threesix months ended MarchJune 31,30, 2025. The $65.0$137.9 million increase was due primarily to improved earnings, excluding non-cash charges, of $50.0 million, as well as an increase in cash provided by trade payables and accrued liabilities of $138.0$99.8 million and inventories of $19.9$10.0 million, partially offset by lower earnings, excluding non-cash charges, of $13.3 million and an increase in cash used by prepaid and other current and non current assets of $27.9$9.0 million and trade receivables of $51.7$12.9 million.

Net cash used in investing activities of continuing operations was $111.0$194.9 million for the threesix months ended MarchJune 31,30, 2026, compared to $23.2$73.8 million for the threesix months ended MarchJune 31,30, 2025. The increase in use of $87.8$121.1 million iswas due primarily due to increased additions to property, plant and equipment and intangible assets of $48.6$81.6 million, acquisitionsincreased acquisition-related activity of $10.9$14.3 million in the current year,million, and $45.6$56.9 million of proceeds received from the sale of the production facility in Ontario, Canada in the prior year not recurring in the current year, partially offset by $16.5$30.0 million of proceeds received from the sale of facilities within held for sale.