Saxena White P.A. Files New Securities Class Action Lawsuit Against Primo Brands Corporation and Related Parties, Expanding the Claims Asserted

BOCA RATON, Fla., Dec. 05, 2025 (GLOBE NEWSWIRE) -- Saxena White P.A. has filed a securities class action lawsuit (the “Class Action”) in the United States District Court for the Middle District of Florida against Primo Brands Corporation (“Primo Brands” or the “Company”) (NYSE: PRMB), certain Primo Brands executive officers and directors, and the underwriters for Primo Brands’ March 2025 secondary public offering (“SPO”) (collectively, “Defendants”). The Class Action asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and U.S. Securities and Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder on behalf of all persons who purchased or otherwise acquired: (1) the common stock of Primo Water Corporation (“Primo Water”) between June 17, 2024 through November 8, 2024, inclusive, and/or (2) the common stock of Primo Brands between November 11, 2024 through November 6, 2025, inclusive (the “Class Period”), and were damaged thereby. Separately, the Class Action asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”) on behalf of all persons and entities that purchased Primo Brands common stock pursuant, or traceable, or both, to the registration statement and prospectus (the “SPO Materials”) issued in connection with the SPO, and were damaged thereby (the “Class”). The Class Action filed by Saxena White is captioned City of Miami Fire Fighters’ and Police Officers’ Retirement Trust v. Primo Brands Corporation, et al., No. 8:25-cv-03328 (M.D. Fla.).

The Class Action complaint expands the claims asserted in a related action against Primo Brands and certain of its executive officers captioned: Rosenblum v. Primo Brands Corporation, et al., No. 3:25-cv-01902 (D. Conn. filed Nov. 12, 2025) (the “Rosenblum Action”). Specifically, the Class Action alleges previously unpled Securities Act claims for materially false and misleading statements and omissions of material fact in the SPO Materials.

Pursuant to the notice published on November 12, 2025 in connection with the filing of the Rosenblum Action, and as required by the Private Securities Litigation Reform Act of 1995 (PSLRA), investors wishing to serve as lead plaintiff are required to file a motion for appointment as lead plaintiff by no later than January 12, 2026. Saxena White’s filing of the Class Action does not alter the lead plaintiff deadline.

Primo Brands is a branded beverage distribution company, with a portfolio of brands like Poland Spring, Pure Life, Saratoga, and Mountain Valley. In 2021, before the Merger (defined herein), private equity firm One Rock Capital Partners, LLC (“One Rock Capital”) acquired Nestlé Waters North America, which was later rebranded as BlueTriton. During this time, Primo Water was a “water solutions company,” and BlueTriton possessed a portfolio of national and regional water brands, in addition to operating a direct delivery business known as “ReadyRefresh.”

On June 17, 2024, the first day of the Class Period, Primo Water issued a press release announcing it had agreed to merge with BlueTriton in an all-stock transaction to create Primo Brands (the “Merger”), which was purported to be “a leading North American pure-play healthy hydration company.” In the press release announcing the Merger, Primo Water touted that “[i]ncreased presence, [a] leading portfolio of iconic brands, diversified product offerings and enhanced distribution capabilities position the combined company for sustained long-term growth.” Chairman of the Board of BlueTriton C. Dean Metropoulos (“Metropoulos”) touted that the merging companies had “completed the proper due diligence necessary for a deal of this magnitude[,]” while emphasizing that “[b]oth companies come to this transaction from a position of financial strength.” On November 8, 2024, after markets closed, Primo Water issued a press release announcing that the Merger had closed. In the press release, Metropoulos claimed that Primo Brands had “a clear strategy to accelerate growth driven by the strong demand for branded beverages and healthy hydration that continues to expand across all high-growth channels[.]”

During the Class Period and in the SPO Materials, Primo Brands assured investors that the Merger integration was progressing well and that the Merger would yield financial growth, meaningful synergies, and significant operational efficiencies. For example, on February 20, 2025, the Company’s former Chief Executive Officer (“CEO”) Robbert Rietbroek (“Rietbroek”) claimed that “[w]e’re really looking at the business as, one, go-to-market system now.”

The Class Action alleges that, during the Class Period and in the SPO Materials, Defendants misled investors about the Merger by failing to disclose that: (1) from the outset of the Merger, Primo Brands’ direct delivery business, including ReadyRefresh, experienced serious operational disruptions; (2) Primo Brands experienced significant, ongoing, self-inflicted execution challenges integrating Primo Water and BlueTriton; (3) the disruptions in the direct delivery business and execution challenges imperiled the integration plan; (4) in turn, Primo Brands was unable to effectively serve its customers, particularly in its direct delivery business; (5) due to the foregoing, Primo Brands’ business and operations were negatively impacted; and (6) as a result of the above, Defendants’ positive statements about the Company’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

The truth began to emerge before markets opened on August 7, 2025, when Primo Brands reported revenue of $1.730 billion and adjusted diluted earnings per share (EPS) of $0.36 for the second quarter of 2025, both of which fell short of analysts’ estimates. Primo Brands also reduced both its full year 2025 net sales growth guidance and full year 2025 adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) guidance. Rietbroek attributed the poor second quarter results to, among other factors, “service issues during the accelerated integration process” and disclosed that the guidance reductions were “[d]ue to these integration disruptions during the later part of Q2, and our reinvestment to correct the issues.” On this news, Primo Brands stock fell $2.41 per share, or about 9%, to close at $24.00 per share on August 7, 2025.

The truth fully emerged on November 6, 2025, when Primo Brands disclosed that it was again reducing its full year 2025 sales growth and adjusted EBITDA guidance. On the same day, Primo Brands revealed that Eric Foss (“Foss”) had replaced Rietbroek as CEO. During the related earnings call, Foss described the direct delivery disruptions as “self-inflicted,” with “the ultimate output” being “customer service issues.” On this news, Primo Brands stock fell $4.96 per share, or more than 21%, to close at $17.70 per share on November 6, 2025. Since the SPO, the value of Primo Brands common stock has declined approximately 44%, from the SPO price of $29.50 per share to $16.54 per share on December 3, 2025, the day before the Class Action was filed.

If you 1) purchased Primo Brands common stock pursuant, or traceable, or both, to the SPO Materials issued in connection with the March 2025 SPO, or 2) purchased Primo Water or Primo Brands common stock during the Class Period and were damaged thereby, you are a member of the “Class” and may be able to seek appointment as lead plaintiff. If you wish to apply to be lead plaintiff, a motion on your behalf must be filed with the U.S. District Courts for the District of Connecticut and the Middle District of Florida no later than January 12, 2026. The lead plaintiff is a court-appointed representative for absent members of the Class. You do not need to seek appointment as lead plaintiff to share in any Class recovery in the Class Action. If you are a Class member and there is a recovery for the Class, you can share in that recovery as an absent Class member.

You may contact Marco A. Dueñas (mduenas@saxenawhite.com), a Senior Attorney at Saxena White P.A., to discuss your rights regarding the appointment of lead plaintiff or your interest in the Class Action. You also may retain counsel of your choice to represent you in the Class Action. You may obtain a copy of the Complaint and inquire about actively joining the Class Action at www.saxenawhite.com.

Saxena White P.A., with offices in Florida, New York, California, and Delaware, is a leading national law firm focused on prosecuting securities class actions and other complex litigation on behalf of injured investors. Currently serving as lead counsel in numerous securities class actions nationwide, Saxena White has recovered billions of dollars on behalf of injured investors.

CONTACT INFORMATION
Marco A. Dueñas, Esq.
mduenas@saxenawhite.com
Saxena White P.A.
10 Bank Street, Suite 882
White Plains, New York 10606
Tel.: (914) 200-3263
www.saxenawhite.com

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