IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the “Jurisdiction”)
and
IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS
and
IN THE MATTER OF PRIMO BRANDS CORPORATION (the “Filer”)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the “Legislation”) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the “Order Sought”).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (“MI 11-102”) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland & Labrador, Nova Scotia, Prince Edward Island, Québec and Saskatchewan (together with Ontario, the “Reporting Jurisdictions”).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
The Filer is a Delaware corporation that has its head office in the United States.
The Filer is currently a reporting issuer in the Reporting Jurisdictions and an “SEC foreign issuer” pursuant to National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.
The Filer became a reporting issuer in Canada on November 8, 2024, as a result of the consummation of the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended by that certain Amendment No. 1 thereto, dated as of October 1, 2024 (as amended, the “Arrangement Agreement”), by and among Primo Water Corporation (“Primo Water”), Triton Water Parent, Inc., formerly a Delaware corporation (“BlueTriton”), Triton US Holdco, Inc., formerly a wholly-owned subsidiary of BlueTriton, and which upon closing of the Transaction (as defined below) changed its name to Primo Brands Corporation (“Primo Brands”), Triton Merger Sub 1, Inc., formerly a wholly-owned subsidiary of Primo Brands (“Merger Sub”), and 1000922661 Ontario Inc., formerly a wholly-owned subsidiary of Primo Brands (‘‘Amalgamation Sub’’).
Prior to the completion of the Transaction (as defined below), Primo Water (i) was a corporation existing under the laws of the Province of Ontario; (ii) had its registered office located in Ontario; and (iii) was a reporting issuer in the Reporting Jurisdictions until November 25, 2024 and its shares were listed on the TSX and the NYSE under the symbol “PRMW”.
Under the terms of the Merger Agreement:
(a) Amalgamation Sub, by way of a court-approved statutory plan of arrangement pursuant to the provisions of the Business Corporations Act (Ontario), acquired all of the issued and outstanding shares of Primo Water in exchange for shares of Class A common stock, par value $0.01 per share, of Primo Brands (the “Class A common shares”) on a 1:1 basis, resulting in Primo Water securityholders holding Class A common shares representing approximately 43% of the fully diluted shares, followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with the resulting amalgamated entity, named “Primo Water Corporation,” becoming a wholly-owned subsidiary of Primo Brands (the ‘‘Arrangement’’);
(b) immediately following the Arrangement, Merger Sub was merged with and into BlueTriton (the “Merger”), with BlueTriton surviving the Merger as a wholly-owned subsidiary of Primo Brands;
(c) immediately following the Merger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving corporation in the Merger, was merged with and into Primo Brands (the “Subsequent Merger” and, together with the Merger, the “Mergers” and, collectively with the Arrangement, the “Transaction”), with the Filer being the surviving corporation in the Subsequent Merger;
(d) in connection with the Subsequent Merger, each share of common stock of BlueTriton issued and outstanding immediately prior to the Merger (other than shares cancelled in accordance with the Arrangement Agreement) were converted into Class A common shares or shares of Class B common stock, par value $0.01 per share of the Filer (the “Class B common shares”) such that Triton Water Parent Holdings, LP, the prior stockholder of BlueTriton and its affiliates hold Class A common shares and Class B common shares (collectively, the “Shares”) representing approximately 57% of the fully diluted shares; and
(e) as a result of the Transaction, Primo Water and Triton Water Intermediate, Inc., previously a wholly-owned subsidiary of BlueTriton, became wholly-owned subsidiaries of the Filer.
The Filer became a “reporting issuer” in the Jurisdictions at the time of implementation of the Transaction by virtue of the Filer meeting the definition set out the securities legislation of Jurisdictions based on Primo Water’s status at that time as a “reporting issuer”.
As of January 7, 2026, there were 363,669,299 Class A common shares issued and outstanding.
As of December 31, 2025, the Filer also had equity awards exercisable into 4,918,585 Class A common shares issued and outstanding.
The Class A common shares are listed on the NYSE under the symbol “PRMB”.
The Filer retained its transfer agent, Computershare Trust Company N.A. (“Computershare”) and Broadridge Financial Services, Inc. (“Broadridge”) to provide a geographic breakdown of registered and beneficial holders of its Class A common shares.
Based on the data provided by Computershare and Broadridge, as of January 12, 2026:
(a) residents of Canada, directly or indirectly, beneficially own a total of 3,066,957 Class A common shares, representing approximately 0.84% of the Filer’s 365,421,892 outstanding Class A common shares; and
(b) the Filer has a total 83,593 beneficial holders of Class A common shares worldwide, of which 2,062 are residents of Canada, who represent approximately 2.47% of the total number of beneficial holders of Class A common shares worldwide
- As at December 31, 2025, according to the Filer’s records of the holders of the Filer’s equity securities that are convertible into Class A common shares (“Equity Securities”):
(a) residents of Canada, directly or indirectly, beneficially own a total of 23,501 Equity Securities, representing approximately 0.478% of the Filer’s 4,918,585 outstanding Equity Securities; and
(b) the Filer has a total 255 beneficial holders of Equity Securities worldwide, of which 5 are residents of Canada, who represent approximately 1.96% of the total number of beneficial holders of Equity Securities worldwide.
- If all of the holders of Equity Securities who were residents of Canada exercised such securities, and no other persons exercised such securities:
(a) residents of Canada, directly or indirectly, would own a total of 0.85% of the outstanding Class A common shares worldwide; and
(b) residents of Canada would represent approximately 2.47% of the total number of the registered and beneficial holders of Class A common shares worldwide.
The Filer has no reason to believe that the foregoing percentages would be materially different as of the current date.
The Filer does not meet the criteria for the simplified procedure under Section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (“NP 11-206”) because (a) its outstanding securities are beneficially owned, directly or indirectly, by more than 15 securityholders in each of the jurisdictions of Canada and more than 51 securityholders in total worldwide; and (b) the Class A common shares are traded on the NYSE.
The Filer does not meet the criteria for the modified procedure under Section 20 of NP 11-206 because residents of Canada comprise more than 2% of the total number of securityholders of the Filer worldwide.
None of the Filer’s securities, including debt securities, have ever been traded on a market or quotation or a trade reporting system in Canada and there is no public market in Canada for the Filer’s securities and no such public market is expected to develop.
In the twelve (12) months before the date hereof, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace (as such term is defined in National Instrument 21-101 Marketplace Operation) or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.
The Filer is subject to the 1934 Act and files periodic reports with the U.S. Securities and Exchange Commission and the Class A common shares are listed on the NYSE.
The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to its United States resident securityholders under United States securities laws and stock exchange requirements.
On March 3, 2025, the Filer issued a press release, that was disseminated and filed under the Filer's SEDAR+ profile, providing advance notice to its Canadian resident securityholders that the Filer has made an application for the Order Sought, and if the Order Sought is made, the Filer will no longer be a reporting issuer in any of the Reporting Jurisdictions in Canada.
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
The Filer has stated that it is not in default of any of its obligations under the Legislation as a reporting issuer, except for its failure to file its audited financial statements and management discussion and analysis for the year ended December 31, 2025 as required under National Instrument 51-102 Continuous Disclosure Obligations and related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. The Filer has also stated that, as of the date hereof, it is not in default under any of the requirements of corporate legislation in its governing jurisdiction, United States securities legislation or the rules and policies of the NYSE.
The Filer is applying for an order that the Filer has ceased to be a reporting issuer in each of the Reporting Jurisdictions.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
DATED at Toronto on this 18th day of March, 2026.
“Lina Creta”
Lina Creta Associate Vice President, Corporate Finance Ontario Securities Commission
OSC File #:2026-56