Primo Brands Corporation

11/06/2025 | Press release | Distributed by Public on 11/06/2025 10:19

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Objective
This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to further the reader's understanding of the 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, 2024 (the "2024 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 2024 Annual Report and Part II, Item 1A. "Risk Factors" in this Form 10-Q. When used in this report, the terms "the Company," "our Company," "Primo Brands," "we," "us," or "our" refers to Primo Brands Corporation, together with its consolidated subsidiaries, for periods following the Transaction (as defined in the "Overview" section below) and to Triton Water Parent, Inc. and its consolidated subsidiaries (collectively, "BlueTriton") and/or Primo Water Corporation and its consolidated subsidiaries (collectively, "Primo Water") for periods prior to the Transaction.
Overview
Primo Brands is a leading North American branded beverage company focused on healthy hydration, delivering responsibly sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every U.S. state and Canada.
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®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching customers and consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydration solutions direct to home and business customers. Through its 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 its Refill business, consumers have the option to refill empty multi-use bottles at approximately 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is 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. Primo Brands has a portfolio of over 80 springs and actively manages water resources to help assure a steady supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the U.S. and Canada. Primo Brands is 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. Primo Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.
Trends and Factors Affecting Results of Operations
Evolving Customer Trends
We believe we are well-positioned to benefit from evolving consumer trends, as well as the continued acceleration of e-commerce. These favorable trends, combined with the broad appeal of our brands, provide us with a significant opportunity to drive the growth of our business.
•Ability to Increase Brand Awareness -Our ability to increase brand awareness has and will continue to contribute meaningfully to our performance. We focus on creating, capturing and retaining new demand by increasing our brand awareness while also increasing our value proposition to our customers. We aim to continue to increase our brand awareness through continued local community engagement, national media campaigns, growing our social
community and innovating our packaging to make our brands and products visually appealing and distinctive from other bottled water brands.
•Product Innovation and Expansion -We see significant potential to grow our sales in underpenetrated, high-growth segments of the bottled water category, such as sparkling, flavored and enhanced waters, by leveraging the brand equity of our existing brands to develop new and innovative beverage offerings. Through the flexible production capabilities of our existing infrastructure and our extensive distribution and retail relationships, we believe we will be able to quickly develop, produce and commercialize new products. We intend to continue investing in innovations within our product portfolio, as well as the development and introduction of new products.
•E-commerce -Given the trend towards growth of sales through e-commerce websites and mobile commerce applications, including through subscription services and other direct-to-consumer businesses, the consumer is leveraging multiple methods of engagement including the digital marketplace.
Consolidation in the Retail Industry
Our industry has been affected by the trend toward consolidation in the retail channel. Many of our retail customers have consolidated in recent years, and this consolidation trend may continue. As a result, our retail customers may seek lower pricing and demand increased marketing or promotional expenditures from us. Large retailers are also increasingly using their distribution networks and economies of scale to introduce and develop private-label brands, such as those carried by supermarket chains, convenience store chains, drug store chains, mass merchants and club warehouses. See Item 1A. "Risk Factors - Risks Related to our Customers, Suppliers and Associates" in our 2024 Annual Report.
General Economic Conditions and Other Factors
Our operations and supplier relationships expose us to risks associated with disruptions to global supply chains, tariffs and the ongoing Russia/Ukraine and Israel/Hamas conflicts, all of which are likely to continue to create challenging conditions for our business through increased costs, lower consumer spending, volatility in financial markets or other impacts. While we have taken steps to minimize the impact of these increased costs, 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. Our purchases of raw materials and related accounts payable fluctuate based upon the demand for our products. The 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-density polyethylene ("HDPE") and polycarbonate bottles, caps and preforms, labels and cartons and trays. 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.
Basis of Presentation - BlueTriton - Primo Water Transaction
On November 8, 2024, Primo Brands consummated the Transaction which was accounted for 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. Our consolidated results of operations include the results of Primo Water for the three and nine months ended September 30, 2025, but not for the three and nine months ended September 30, 2024.
Non-GAAP Financial Measures
We present certain non-GAAP measures in this Quarterly 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, stock-based compensation costs, unrealized loss (gain) on foreign exchange and commodity forwards, loss on disposal of property, plant and equipment, net, loss on modification and extinguishment of debt, management fees, 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 to establish short-term incentive compensation for management.
Adjusted EBITDA should be considered in addition to, and not as a substitute for or superior to, financial measures calculated in accordance with U.S. GAAP. It is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss) or any other performance measures derived in accordance with U.S. GAAP and may not be comparable to other similarly titled measures of other businesses. This non-GAAP metric does not necessarily indicate whether cash flow will be sufficient or available to meet our cash requirements and may not be indicative of our historical operating results, nor are such measures meant to be predictive of our future results. In the future, we may incur expenses similar to the adjustments noted herein to calculate Adjusted EBITDA. However, the magnitude of such adjustments for the periods presented herein is not necessarily indicative of the magnitude of such adjustments in future periods. Our presentation of Adjusted EBITDA should not be construed as an inference that future results will be unaffected by unusual or non-recurring items.
Adjusted EBITDA has limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our operating results as reported under U.S. GAAP. Some of these limitations include that:
•Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary, to service interest on our indebtedness;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and not all of these measures reflect cash requirements for such replacements;
•non-cash compensation is a key element of our long-term executive incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;
•the fact that other companies in our industry may calculate these measures differently than we do, which limits their usefulness as comparative measures; and
•these measures do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations.
Furthermore, we compensate for the limitations described above by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only for supplemental purposes.
The following table reconciles net income, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for the periods presented:
Three Months Ended September 30, Nine Months Ended September 30,
($ in millions) 2025 2024 2025 2024
Net income from continuing operations $ 40.5 $ 53.3 $ 105.7 $ 141.3
Interest and financing expense, net 83.1 85.7 247.1 251.8
Provision for income taxes 26.4 18.5 60.4 48.2
Depreciation and amortization 163.1 77.8 437.0 227.3
EBITDA
$ 313.1 $ 235.3 $ 850.2 $ 668.6
Acquisition, integration and restructuring expenses1
88.2 10.0 200.8 29.0
Stock-based compensation costs 11.9 0.3 36.8 0.9
Unrealized loss on foreign exchange and commodity forwards, net 1.7 8.8 1.7 6.1
Loss on disposal of property, plant and equipment, net 5.0 2.1 8.4 3.8
Loss on modification and extinguishment of debt - - 18.6 -
Management fees - 4.5 - 18.6
Purchase accounting adjustments - - 1.2 -
Other adjustments, net (15.4) 3.1 (5.0) 12.8
Adjusted EBITDA $ 404.5 $ 264.1 $ 1,112.7 $ 739.8
______________________
1Amounts include labor related costs.
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
Consolidated Results
The following table sets forth our consolidated statements of operations data for the periods indicated:
Three Months Ended September 30,
($ in millions) 2025 % of Net Sales 2024 % of Net Sales $ Variance % Change
Net sales $ 1,766.1 100.0 % $ 1,305.1 100.0 % $ 461.0 35.3 %
Cost of sales 1,237.9 70.1 % 888.9 68.1 % 349.0 39.3 %
Gross profit 528.2 29.9 % 416.2 31.9 % 112.0 26.9 %
Selling, general and administrative expenses 343.0 19.4 % 239.7 18.4 % 103.3 43.1 %
Acquisition, integration and restructuring expenses 44.2 2.5 % 10.0 0.8 % 34.2 342.0 %
Other operating (income) expense, net (5.4) (0.3) % 9.0 0.7 % (14.4) (160.0) %
Operating income 146.4 8.3 % 157.5 12.1 % (11.1) (7.0) %
Other income, net (3.6) (0.2) % - - % (3.6) 100%
Interest and financing expense, net 83.1 4.7 % 85.7 6.6 % (2.6) (3.0) %
Income from continuing operations before income taxes 66.9 3.8 % 71.8 5.5 % (4.9) (6.8) %
Provision for income taxes 26.4 1.5 % 18.5 1.4 % 7.9 42.7 %
Net income from continuing operations $ 40.5 2.3 % $ 53.3 4.1 % $ (12.8) (24.0) %
The following table sets forth our consolidated Net sales by water type:
Three Months Ended September 30,
($ in millions) 2025 2024 $ Variance % Change
Regional spring water $ 885.6 $ 848.9 $ 36.7 4.3 %
Purified water 557.5 330.9 226.6 68.5 %
Premium water 98.2 18.5 79.7 430.8 %
Other water 33.0 38.2 (5.2) (13.6) %
Other 191.8 68.6 123.2 179.6 %
Total Net sales $ 1,766.1 $ 1,305.1 $ 461.0 35.3 %
Net Sales
During the three months ended September 30, 2025, net sales were $1,766.1 million, an increase of $461.0 million, or 35.3%, as compared to the three months ended September 30, 2024, primarily related to $462.6 million of net sales attributable to Primo Water as a result of the Transaction and to a lesser extent, $19.0 million attributable to BlueTriton Brands due primarily to increased volumes, partially offset by $23.2 million in volumes attributable to nonrecurring sales from 2024 as a result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.
Cost of Sales
Cost of sales consists primarily of manufacturing, shipping and logistics, storage and handling, personnel costs and allocated facilities and overhead costs associated with products sold. Manufacturing costs consist primarily of raw materials, packaging costs and labor and utilities to convert raw materials into finished products.
During the three months ended September 30, 2025, cost of sales was $1,237.9 million, an increaseof $349.0 million, or 39.3%, as compared to the three months ended September 30, 2024. The increase in costs is primarily driven by $348.3 million of cost of sales attributable to Primo Water as a result of the Transaction.
Gross Profit and Gross Margin
During the three months ended September 30, 2025, gross profit was $528.2 million, an increaseof $112.0 million, or 26.9%, as compared to the three months ended September 30, 2024, and gross margin as a percentage of net sales was 29.9%, as
compared to 31.9% during the three months ended September 30, 2024. This change was primarily driven by $114.3 million of gross profit attributable to Primo Water as a result of the Transaction.
Selling, General and Administrative Expenses
Costs recorded in selling, general and administrative expenses include product marketing and advertising expenses, selling costs, including commissions, information technology ("IT") and all other costs associated with corporate functions, oversight and support.
During the three months ended September 30, 2025, selling, general and administrative expenses were $343.0 million, an increaseof $103.3 million, or 43.1%, as compared to the three months ended September 30, 2024, primarily due to $118.5 million of costs attributable to Primo Water as a result of the Transaction, partially offset by $4.5 million of nonrecurring management fees incurred in the prior year quarter.
Acquisition, Integration and Restructuring Expenses
Transaction costs include those associated with the Transaction, including subsequent costs directly related to its consummation. Other acquisition expenses include costs associated with our acquisitions, as well as costs incurred on potential acquisitions. Integration and restructuring expenses mainly include costs incurred to achieve post-Transaction synergies, information technology implementation costs, and costs incurred on business optimization, among others.
During the three months ended September 30, 2025, acquisition, integration and restructuring expenses were $44.2 million, an increaseof $34.2 million, as compared to three months ended September 30, 2024, primarily due to costs related to the Transaction, consisting primarily of consulting fees, employee related costs and IT optimization costs, incurred during the three months ended September 30, 2025.
Other Operating (Income) Expense, Net
Other operating (income) expense, net, includes primarily foreign exchange, unrealized mark-to-market adjustments for commodity forwards and other infrequent income or charges.
During the three months ended September 30, 2025, Other operating income, net was $5.4 million, compared to expense of $9.0 millionduring the three months ended September 30, 2024. This changeisprimarily due to an unrealized loss on commodity forwards of $9.0 million in the prior year quarter.
Other Income, Net
Other income, net during the three months ended September 30, 2025 was $3.6 million, compared to nil during the three months ended September 30, 2024. This change is primarily related to insurance proceeds of $10.0 millionreceived in the current quarter period to repair infrastructure on a warehouse in Texas damaged by a tornado.
Interest and Financing Expense, Net
Interest and financing expense, net, primarily relates 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 three months ended September 30, 2025, interest and financing expense, net, was $83.1 million, a decreaseof $2.6 million, or 3.0%, as compared to the three months ended September 30, 2024, primarily relating to a lower effective interest rate on the Term Loans (as defined herein) and no outstanding revolving debt duringthe three months ended September 30, 2025,substantially offset by an increase of $17.9 million of interest and financing expense related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Refinancing Transactions (as defined below).
Provision for Income Tax
During the three months ended September 30, 2025, income tax expense was $26.4 million compared to $18.5 million during the three months ended September 30, 2024. Theeffective tax rate was 39.5%in the three months ended September 30, 2025, compared to 25.8%in the three months ended September 30, 2024.
The effective tax rate for the three months ended September 30, 2025 increased from the effective tax rate from the three months ended September 30, 2024 due primarily to permanent differences for which we have not received a tax benefit. The effective tax rate for the three months ended September 30, 2025 differs from the U.S. statutory rate primarily due to permanent differences for which we have not recognized a tax benefit and losses in tax jurisdictions with existing valuation allowances.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Consolidated Results
The following table sets forth our consolidated statements of operations data for the periods indicated:
Nine Months Ended September 30,
($ in millions) 2025 % of Net Sales 2024 % of Net Sales $ Variance % Change
Net sales $ 5,109.9 100.0 % $ 3,755.3 100.0 % $ 1,354.6 36.1 %
Cost of sales 3,519.8 68.9 % 2,563.8 68.3 % 956.0 37.3 %
Gross profit 1,590.1 31.1 % 1,191.5 31.7 % 398.6 33.5 %
Selling, general and administrative expenses 1,049.4 20.5 % 714.7 19.0 % 334.7 46.8 %
Acquisition, integration and restructuring expenses 133.7 2.6 % 29.0 0.8 % 104.7 361.0 %
Other operating (income) expense, net (5.4) (0.1) % 6.5 0.2 % (11.9) (183.1) %
Operating income 412.4 8.1 % 441.3 11.8 % (28.9) (6.5) %
Other income, net (19.4) (0.4) % - - % (19.4) 100%
Loss on modification and extinguishment of debt 18.6 0.4 % - - % 18.6 100%
Interest and financing expense, net 247.1 4.8 % 251.8 6.7 % (4.7) (1.9) %
Income from continuing operations before income taxes 166.1 3.3 % 189.5 5.0 % (23.4) (12.3) %
Provision for income taxes 60.4 1.2 % 48.2 1.3 % 12.2 25.3 %
Net income from continuing operations $ 105.7 2.1 % $ 141.3 3.8 % $ (35.6) (25.2) %
The following table sets forth our consolidated Net sales by water type:
Nine Months Ended September 30,
($ in millions)
2025 2024 $ Variance % Change
Regional spring water $ 2,554.8 $ 2,465.6 $ 89.2 3.6 %
Purified water 1,617.5 935.4 682.1 72.9 %
Premium water 259.6 50.6 209.0 413.0 %
Other water 103.0 108.3 (5.3) (4.9) %
Other 575.0 195.4 379.6 194.3 %
Total Net sales $ 5,109.9 $ 3,755.3 $ 1,354.6 36.1 %
Net Sales
During the nine months ended September 30, 2025, net sales were $5,109.9 million, an increase of $1,354.6 million, or 36.1%, as compared to the nine months ended September 30, 2024, primarily related to $1,381.9 million of net sales attributable to Primo Water as a result of the Transaction and to a lesser extent, $37.8 million attributable to BlueTriton Brands due primarily to increased volumes, partially offset by $65.1 million in volumes attributable to nonrecurring sales as a result of the sale of the production facility in Ontario, Canada that was completed during the first quarter of 2025.
Cost of Sales
During the nine months ended September 30, 2025, cost of sales was $3,519.8 million, an increase of $956.0 million, or 37.3%, as compared to the nine months ended September 30, 2024. The increase in costs is primarily driven by $975.1 million of cost of sales attributable to Primo Water as a result of the Transaction.
Gross Profit and Gross Margin
During the nine months ended September 30, 2025, gross profit was $1,590.1 million, an increase of $398.6 million, or 33.5%, as compared to the nine months ended September 30, 2024, and gross margin as a percentage of net sales was 31.1%, as compared to 31.7% during the nine months ended September 30, 2024, primarily driven by $406.8 million of gross profit
attributable to Primo Water as a result of the Transaction.
Selling, General and Administrative Expenses
During the nine months ended September 30, 2025, selling, general and administrative expenses were $1,049.4 million, an increase of $334.7 million, or 46.8%, as compared to the nine months ended September 30, 2024, primarily due to $363.3 million of costs attributable to Primo Water as a result of the Transaction, partially offset by $18.6 million of nonrecurring management fees incurred in the prior year period.
Acquisition, Integration and Restructuring Expenses
During the nine months ended September 30, 2025, acquisition, integration and restructuring expenses were $133.7 million, an increase of $104.7 million, as compared to the nine months ended September 30, 2024, primarily due to costs related to the Transaction, consisting primarily of consulting fees, employee related costs and IT optimization costs, incurred during the nine months ended September 30, 2025.
Other Operating (Income) Expense, Net
During the nine months ended September 30, 2025, other operating income, net was $5.4 million, compared to other operating expense, net during the nine months ended September 30, 2024 of $6.5 million. This change is primarily due to unrealized losses on commodity forwards of $5.8 million in the prior year period, as well as unrealized foreign exchange losses of $0.7 million in the prior year period.
Other Income, Net
During the nine months ended September 30, 2025, other income, net was $19.4 million, compared to nil during the nine months ended September 30, 2024. This change is primarily related to insurance proceeds of $20.0 millionreceived in the current year period to repair infrastructure on a warehouse in Texas damaged by a tornado.
Loss on Modification and Extinguishment of Debt
During the nine months ended September 30, 2025, we consummated the Refinancing Transactions to simplify our capital structure, streamline our reporting and compliance requirements and reduce the overall cost of our borrowings. As a result of these transactions, we recorded charges totaling $18.6 million during the nine months ended September 30, 2025.
Interest and Financing Expense, Net
During the nine months ended September 30, 2025, interest and financing expense, net, was $247.1 million, a decrease of $4.7 million, or 1.9%, as compared to the nine months ended September 30, 2024,primarily due to a lower effectiveinterest rateon the Term Loans (as defined below), no outstanding revolving debt during the nine months ended September 30, 2025, substantially offset by an increase of $47.5 million of interest and financing expense related to the addition of the 3.875% Senior Notes and the 4.375% Senior Notes as part of the Refinancing Transactions.
Provision for Income Taxes
Income tax expense was $60.4 million for the nine months ended September 30, 2025 compared to $48.2 million for the nine months ended September 30, 2024. The effective tax rate was 36.4% for the nine months ended September 30, 2025 compared to 25.4% for the nine months ended September 30, 2024.
The effective tax rate for the nine months ended September 30, 2025 increased from the effective tax rate for the nine months ended September 30, 2024 due primarily to permanent differences for which we have not recognized a tax benefit. The effective tax rate for the nine months ended September 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.
Liquidity and Capital Resources
Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, dividends and acquisitions. We have historically funded our operations and acquisitions primarily through cash provided by operating activities and debt financing.
We believe that a combination of cash generated from operating activities, and undrawn availability under the Revolving Credit Facility (as defined below) will provide sufficient liquidity to support our working capital needs, planned growth and capital expenditure needs, service the ongoing principal and interest payments on our indebtedness, along with our other funding and investment requirements for the next 12 months and for the foreseeable future. However, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the then-outstanding balances of our debt. As a
result, we will then be dependent upon our ability to refinance such indebtedness or access the credit markets or source additional equity investments to repay the outstanding balances of our indebtedness. Failure to raise significant amounts of funding to repay these obligations or to refinance on beneficial terms at maturity would adversely affect our financial condition. We may also require additional capital in the future to pursue attractive acquisition opportunities in our industry. In addition, our ability to service our indebtedness and to fund our other liquidity requirements will depend on our ability to generate and access cash in the future, which is subject to general economic, financial, contractual, competitive, legislative, regulatory and other factors, some of which are beyond our control, as well as the factors described in Part I, Item 1A. "Risk Factors" in our 2024 Annual Report and Part II, Item 1A. "Risk Factors" in this Form 10-Q.
As of September 30, 2025, we had $422.7 million of cash on hand (of which$0.2 million isrestricted). We had access to $750.0 million of revolving loan commitments (excluding the $138.0 million of letters of credit outstanding) under the Revolving Credit Facility (defined below). 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.
Subsequent to September 30, 2025, the Company completed the sale of the portion of its Eden Springs Netherlands B.V. business located in Israel for net consideration of ILS 138.0 million (approximately $42.0 million at exchange rates on October 22, 2025).
The Refinancing Transactions
On January 27, 2025, we commenced separate private offers to exchange (collectively, the "Exchange Offers") the three series of outstanding senior notes issued by either Primo Water Holdings Inc. ("Primo Water Holdings") or Triton Water Holdings, Inc. ("Triton Water Holdings") both indirect, wholly owned subsidiaries of Primo Brands (collectively, the "Issuers"), for three new series of senior notes co-issued by the Issuers, and for holders who tendered by February 7, 2025 (the "Early Tender Date"), cash in amounts equal to 25 basis points on the principal. The Exchange Offers consisted of the following:
•an offer to exchange any and all of the €450,000,000 in aggregate principal amount of outstanding 3.875% Senior Secured Notes due 2028 (the "Original 3.875% Senior Notes") issued by Primo Water Holdings for a combination of new 3.875% Senior Secured Notes due 2028 (the "3.875% Senior Notes"), co-issued by the Issuers, and, for tenders accepted on the Early Tender Date, cash;
•an offer to exchange any and all of the $750,000,000 in aggregate principal amount of outstanding 4.375% Senior Secured Notes due 2029 (the "Original 4.375% Senior Notes ") issued by Primo Water Holdings for a combination of new 4.375% Senior Secured Notes due 2029 (the "4.375% Senior Notes"), co-issued by the Issuers, and, for tenders accepted on the Early Tender Date, cash; and
•an offer to exchange any and all of the $713,023,000 in aggregate principal amount of outstanding 6.250% Senior Unsecured Notes due 2029 (the "Original 6.250% Senior Notes" and, together with the Original 3.875% Senior Notes and the 4.375% Senior Notes, the "Original Notes") issued by the Triton Water Holdings for a combination of new 6.250% Senior Unsecured Notes due 2029 (the "6.250% Senior Notes" and, together with the 3.875% Senior Notes and the 4.375% Senior Notes, the "New Notes"), co-issued by the Issuers, and, for tenders accepted on the Early Tender Date, cash.
In conjunction with the Exchange Offers, we entered into supplemental indentures related to the aforementioned Original Notes that eliminated substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the indentures as well as the release of the note guarantee of each guarantor of the Original 3.875% Senior Notes and the Original 4.375% Senior Notes.
The following table reflects the impact of all exchanges:
Senior Notes
Principal Offered for Exchange
Values Exchanged
($ in millions)
6.250% Senior Notes $ 713.0 $ 712.8
3.875% Senior Notes
€ 450.0 € 441.9
4.375% Senior Notes
$ 750.0 $ 746.5
Substantially concurrently with the Exchange Offers, we (i) repaid all amounts outstanding, and terminated commitments, under the asset based lending revolving credit agreement ("ABL Credit Facility") among Triton Water Holdings and Triton
Water Intermediate, Inc. ("Intermediate Holdings") and the lenders thereto entered into on March 31, 2021 which provided for up to $350 million of revolving loan commitments, (ii) repaid all amounts outstanding, and terminated commitments, under Primo Water's prior revolving credit facility (the "Original Revolving Credit Facility"), and (iii) entered into an amendment, which amended the credit agreement governing the Term Loans to, among other things, (x) reprice the Term Loans and to make related changes to effect such repricing, and (y) provide for a new revolving credit facility (the "Revolving Credit Facility," and the transactions referred to in clauses (i) through (iii), the "Credit Facilities Transactions," and, the Credit Facilities Transactions, together with the Exchange Offers, collectively, the "Refinancing Transactions").
Debt
The following table summarizes our total debt in the Condensed Consolidated Balance Sheets as of the periods presented:
($ in millions) September 30, 2025 December 31, 2024
Term Loans $ 3,075.4 $ 3,098.6
6.250% Senior Notes 1
712.8 713.0
3.875% Senior Notes 1, 2
509.9 459.8
4.375% Senior Notes 1, 2
712.7 710.0
Revolving Credit Facility - -
Finance leases 112.0 100.2
Other 20.7 11.4
Unamortized debt costs and discounts (56.6) (64.9)
Total debt $ 5,086.9 $ 5,028.1
Less: current portion of long term debt 71.0 64.5
Long-term debt, less current portion $ 5,015.9 $ 4,963.6
______________________
1The December 31, 2024 balances for the 3.875% Senior Notes, the 4.375% Senior Notes and the 6.250% Senior Notes represent the original unsecured notes as defined below. The September 30, 2025 balances for the 3.875% Senior Notes and the 4.375% Senior Notes represent the exchanged secured notes as described below. The September 30, 2025 balance for the 6.250% Senior Notes represents the exchanged unsecured notes as described below.
2The outstanding aggregate principal amounts of the 3.875% Senior Notes and the 4.375% Senior Notes are net of unamortized discounts of $8.2 million and $33.8 million, respectively, as of September 30, 2025. Refer to the sections below for additional details related to the discounts. The outstanding aggregate principal amounts of the Original 3.875% Senior Notes and the Original 4.375% Senior Notes are net of unamortized discounts of $8.9 million and $40.0 million, respectively, as of December 31, 2024. Refer to the sections below for additional details related to the discounts.
Description of Certain Indebtedness
The following is a description of our current indebtedness. The following summary of certain provisions of these agreements that govern our existing indebtedness does not purport to be complete and may not contain all of the information that is important to you, and is subject to, and qualified in its entirety by reference to, all of the provisions of the corresponding agreements.
Term Loans
Triton Water Holdings and Intermediate Holdings, both wholly owned subsidiaries of the Company, entered into a Term Loan Agreement (as subsequently amended, the "Amended Credit Agreement" and such term loans thereunder, the "Term Loans") on March 31, 2021 with a group of lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent, under which the Company borrowed initial Term Loans in an aggregate principal amount of $2,550.0 million with a maturity date of March 31, 2028.
On December 9, 2021, Triton Water Holdings and Intermediate Holdings entered into the First Amendment to the Amended Credit Agreement and incurred incremental Term Loans in an aggregate principal amount of $250.0 million with a maturity date of March 31, 2028.
Triton Water Holdings and Intermediate Holdings entered into the Second Amendment to the Amended Credit Agreement on June 9, 2023, primarily to effectuate the transition of the interest rate benchmark from London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR").
On March 1, 2024, Triton Water Holdings and Intermediate Holdings entered into the Third Amendment to the Amended Credit Agreement and incurred incremental term loans in an aggregate principal amount of $400.0 million (the "2024 Incremental Term Loans").
On February 12, 2025, Primo Brands, along with Triton Water Holdings and Primo Water Holdings entered into the Fourth Amendment to the Amended Credit Agreement. This amendment modified certain covenant requirements related to the $3,098.6 million principal balance of Term Loans outstanding at that date. In addition to the amendment, the Term Loans' variable interest rate was repriced and the ABL Credit Facility was replaced by the Revolving Credit Facility described below. The Term Loans retain the maturity date of March 31, 2028.
As of September 30, 2025 and December 31, 2024, unamortized debt issuance costs and discount related to the Term Loans were $43.6 million and $54.4 million, respectively.
Interest Rate and Fees
The interest rate applicable to borrowings under the Term Loans will be, at our option, either (1) the Base Rate (which is the highest of (x) the Federal Funds Rate, plus 0.50%, (y) the Prime Rate on such day, and (z) Adjusted Term-SOFR published on such date, plus 1.00%), plus an applicable spread, or (2) one-, three- or six-month SOFR or, if available from all lenders, 12-month SOFR, or any shorter period less than one month (as may be consented to by each applicable lender thereunder), plus an applicable spread. The applicable spread for SOFR Loans under the Term Loan will be 2.25%. The Term Loan is subject to a SOFR floor of 0.50%.
Prepayments
We may voluntarily prepay loans or reduce commitments under the Amended Credit Agreement, in whole or in part, subject to minimum amounts, with prior notice, but without premium or penalty (other than a 1.00% premium on any prepayment in connection with a repricing transaction prior to the date that is six months after the Early Settlement Date. We are required to prepay the Term Loans with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific leverage ratios), 100% of the net cash proceeds of certain debt issuances, and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific leverage ratios), in each case, subject to certain reinvestment rights and other exceptions.
Amortization
On the last business day of each fiscal quarter we are required to make an aggregate principal payment equal to 0.25% of the aggregate principal amount of the Term Loans, with the balance payable on the maturity date.
Covenant Compliance
Our Amended Credit Agreement contains customary covenants that include, among other things, restrictions on our ability and the ability of our restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, optionally prepay or modify terms of certain junior indebtedness, sell or otherwise transfer certain assets, or enter into transactions with affiliates (in each case subject to permitted exceptions). We were in compliance with these financial covenants as of September 30, 2025.
Events of Default
The Amended Credit Agreement contains customary events of default, subject to grace periods and materiality thresholds, including:
•failure to make payments when due;
•defaults under certain other indebtedness;
•noncompliance with covenants;
•representations and warranties being untrue in any material respect when made;
•bankruptcy or certain insolvency events;
•material judgments;
•invalidity of loan documentation or invalidity or non-perfection of the liens securing a material portion of collateral; and
•a "change of control" (as defined in the Amended Credit Agreement).
Guarantee and Security
The obligations under the Amended Credit Agreement (as defined below) are guaranteed by the Guarantors. The Term Loans are secured by a first-priority lien on substantially all of the Issuers' and the Guarantors' current and fixed assets (subject to certain exceptions), subject to certain permitted liens.
Revolving Credit Facility
The Fourth Amendment to the Amended Credit Agreement contains a revolving credit facility (the "Revolving Credit Facility") which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and will mature in February 2030 (subject to a springing maturity based on conditions set forth in the Amended Credit Agreement). The Amended Credit Agreement provides for up to $150.0 million of which is available as swing line loans and up to $250.0 million of which is available as standby letters of credit.
We recorded $2.9 million of debt issuance costs related to the Revolving Credit Facility. The new debt issuance costs along with $1.4 million of previous unamortized debt issuance costs related to the ABL Credit Facility are being amortized ratably over the remaining duration of the Revolving Credit Facility.
Interest Rate
The interest rate margin applicable to borrowings under the Revolving Credit Facility will be, at our option, either (1) the Base Rate (as defined in the Amended Credit Agreement) (which is the highest of (x) the Federal Funds Rate, plus 0.50%, (y) the Prime Rate (as defined in the Amended Credit Agreement) on such day, and (z) the one-month SOFR published on such date, plus 1.00%), plus an applicable spread or (2) one-, three- or six-month SOFR or, if available from all lenders, 12-month SOFR or any period less than one month (as may be consented to by each applicable lender thereunder), plus an applicable spread. The applicable spread for SOFR loans under the Revolving Credit Facility ranges from 1.50% to 2.25%, based on the achievement of certain first lien net leverage ratios. The Revolving Credit Facility is subject to a SOFR floor of 0.00%.
We are required to pay a Commitment Fee ranging from 0.20% to 0.30%, based on the Company's first lien net leverage ratio, as defined by the Amended Credit Agreement.
Prepayments
We are required to make prepayments under the Revolving Credit Facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the Revolving Credit Facility exceeds the aggregate amount of commitments in respect of the Revolving Credit Facility.
Covenant Compliance
The Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter. We were in compliance with the applicable covenants as of September 30, 2025.
3.875% Senior Notes and 4.375% Senior Notes
The 3.875% Senior Notes and the 4.375% Senior Notes (collectively, the "New Secured Notes") were issued pursuant to an indenture, dated as of February 12, 2025 (the "New Secured Indenture"), by and among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee and notes collateral agent, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Trust Company Americas, as Euro registrar. The New Secured Notes Indenture eliminated substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in such indenture as well as to release the note guarantee of each guarantor.
The 3.875% Senior Notes will mature October 31, 2028 and bear interest at a rate of 3.875% per annum, which is payable semi-annually on April 30 and October 31 of each year, commencing on April 30, 2025. The 4.375% Senior Notes will mature on October 31, 2028 and bear interest at a rate of 4.375% per annum, which is payable semi-annually on April 30 and October 31 of each year.
Upon not less than 10 nor more than 60 days' notice, the Issuers may redeem the New Secured Notes, at their option, in whole at any time or in part from time to time, subject to the payment of a redemption price, together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that varies from 0.969% to 0%, in the case of the 3.875% Senior Notes, or from 2.188% to 0%, in the case of the 4.375% Senior Notes, in each case, depending on the year of redemption.
In connection with any tender offer, other offer to purchase, or exchange offer for the New Secured Notes, including pursuant to a change of control, alternate offer, or asset sale offer, each as defined in the New Secured Indenture, if not less than 90.0% of the New Secured Notes of the applicable series outstanding are purchased or exchanged by the Issuers or a third party, the Issuers or such third party will have the right to redeem, purchase, or exchange, as applicable, all New Secured Notes of such series that remain outstanding following such purchase or exchange, as applicable, (i) in the case of a tender offer or other offer to purchase, at the price paid to holders of New Secured Notes of the applicable series in such purchase (excluding any early tender premium, to the extent paid in connection with a tender offer, or accrued and unpaid interest paid to such other holders) or (ii) in the case of an exchange offer, for the same consideration provided in such exchange offer, in each case, plus, to the extent not otherwise included in the consideration paid, accrued and unpaid interest, if any, to, but excluding, the date of redemption, purchase, or exchange. The holders of the New Secured Notes also have the right to require the Issuers to repurchase their New Secured Notes upon the occurrence of a change in control at an offer price equal to 101.0% of the principal amount of the New Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The New Secured Notes are guaranteed by the Company and substantially all of our material, wholly-owned domestic subsidiaries, subject to certain customary exceptions (together with the Company, the "Guarantors"). The New Secured Notes and related guarantees are the Issuers' and Guarantors' senior secured obligations. In addition, the New Secured Notes are secured on a first lien basis by substantially all of the assets of each of the Issuers and such Guarantors, subject to certain customary exceptions, which liens shall be pari passuwith the liens securing the Amended Credit Agreement.
The New Secured Indenture contains covenants that limit our (and our subsidiaries') ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate our subsidiaries as unrestricted subsidiaries. Many of the covenants contained in the New Secured Indenture will not be applicable, and the guarantees of the New Secured Notes will be released, during any period when the New Secured Notes have an investment grade rating. We were in compliance with the applicable covenants as of September 30, 2025.
The issuance of the 3.875% Senior Notes resulting from the Exchange Offers was accounted for as a modification under GAAP and $1.2 million of fees were recorded as an unamortized debt discount which is being amortized over the remaining term of the 3.875% Senior Notes.
The issuance of the 4.375% Senior Notes resulting from the Exchange Offers was accounted for as a modification under GAAP and $1.9 million of fees were recorded as an unamortized debt discount which is being amortized over the remaining term of the 4.375% Senior Notes.
6.250% Senior Notes
The 6.250% Senior Notes were issued pursuant to an indenture, dated as of February 12, 2025, by and among the Issuers, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (the "New Unsecured Indenture").
The 6.250% Senior Notes will mature on April 1, 2029 and bear interest at a rate of 6.250% per annum, which is payable semi-annually on April 1 and October 1 of each year.
Upon not less than 10 nor more than 60 days' notice, the Issuers may redeem the 6.250% Senior Notes, at their option, in whole at any time or in part from time to time, subject to the payment of a redemption price, together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that varies from 3.125% to 0%, depending on the year of redemption.
In connection with any tender offer, other offer to purchase, or exchange offer for the 6.250% Senior Notes, including pursuant to a change of control, alternate offer, or asset sale offer, each as defined in the New Unsecured Indenture, if not less than 90.0% of the 6.250% Senior Notes outstanding are purchased or exchanged by the Issuers or a third party, the Issuers or such third party will have the right to redeem, purchase, or exchange, as applicable, all 6.250% Senior Notes that remain outstanding following such purchase or exchange, as applicable, (i) in the case of a tender offer or other offer to purchase, at the price paid to holders of 6.250% Senior Notes in such purchase (excluding any early tender premium, to the extent paid in
connection with a tender offer, or accrued and unpaid interest paid to such other holders) or (ii) in the case of an exchange offer, for the same consideration provided in such exchange offer, in each case, plus, to the extent not otherwise included in the consideration paid, accrued and unpaid interest, if any, to, but excluding, the date of redemption, purchase, or exchange. The holders of the 6.250% Senior Notes will also have the right to require the Issuers to repurchase their notes upon the occurrence of a change in control at an offer price equal to 101.0% of the principal amount of the 6.250% Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The 6.250% Senior Notes are guaranteed by the Guarantors. The 6.250% Senior Notes and related guarantees are the Issuers' and Guarantors' senior unsecured obligations. The New Unsecured Indenture contains covenants that limit our (and our subsidiaries') ability to, among other things: (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by us to our restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate our subsidiaries as unrestricted subsidiaries. Many of the covenants contained in the New Secured Indenture will not be applicable, and the guarantees of the 6.250% Senior Notes will be released, during any period when the 6.250% Senior Notes have an investment grade rating. We were in compliance with the applicable covenants as of September 30, 2025.
The issuance of the 6.250% Senior Notes resulting from the Exchange Offers was accounted for as a modification under GAAP and $1.7 million of fees were recorded as an unamortized debt discount which is being amortized over the remaining term of the 6.250% Senior Notes.
Credit Ratings
Our objective is to maintain credit ratings that provide us with ready access to global capital and credit markets at favorable interest rates.
As of September 30, 2025, our credit ratings were as follows:
Credit Ratings
Moody's Standard and Poor's
Corporate / Family B1 BB-
Senior Secured Ba3 BB
Senior Unsecured B3 B
Outlook Positive Positive
Any downgrade of our credit ratings by either Moody's or Standard and Poor's could increase our future borrowing costs or impair our ability to access capital markets on terms commercially acceptable to us or at all.
Foreign Exchange Forward Contracts
As part of the Transaction, we acquired foreign exchange forward contracts with a combined notional amount of €450.0 million and a maturity date of October 31, 2025 (the "2024 FX Forwards"). Prior to completion of the Exchange Offers, as described in Note 7 - "Debt", the derivative financial instruments were utilized to hedge the foreign exchange risk associated with the Original 3.875% Senior Notes. Following completion of the Exchange Offers, such derivative financial instruments were utilized to hedge the foreign exchange risk associated with the combined €441.9 million 3.875% Senior Notes and €8.1 million non-tendered Original 3.875% Senior Notes (collectively, the "Euro Notes").
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 ($527.6 million at exchange rates in effect on September 30, 2025) and a maturity date of November 1, 2027 to hedge the foreign exchange risk associated with the Euro Notes.
Issuer Purchases of Equity Securities
Share Repurchases
On March 10, 2025, we entered into an underwriting agreement with the Sponsor Stockholder and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), in connection with the underwritten secondary offering by the Sponsor Stockholder of 51,750,000 shares of our Class A common stock, par value $0.01 per share (the "Class A common stock"), which included the full exercise by the Underwriters of their option to purchase up to 6,750,000 additional shares of Class A common stock, at an offering price of $29.50 per share (the "March Offering"). The March Offering closed on March 12, 2025. The Sponsor Stockholder received
all of the net proceeds from the March Offering. No shares were sold by us. Following the March Offering, we were no longer considered a controlled company.
Pursuant to the underwriting agreement for the March Offering, we agreed to purchase 4,000,000 shares of our Class A common stock for approximately $114.1 million from the Underwriters at a price per share equal to the price paid by the Underwriters to the Sponsor Stockholder in the March Offering (the "March Share Repurchase"). We funded the March Share Repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On May 7, 2025, we entered into a stock purchase agreement with the Sponsor Stockholder and Triton Water Equity Holdings, LP, a Delaware limited partnership ("Triton Water Equity Holdings"). Pursuant to the Stock Purchase Agreement, we agreed to repurchase 3,157,562 shares of our Class A common stock, from the Sponsor Stockholder and Triton Water Equity Holdings at a price per share equal to the price paid by the underwriters in the May Offering (as defined herein) on May 12, 2025 (the "May Share Repurchase"). The May Share Repurchase closed concurrently with the May Offering on May 12, 2025 for an aggregate purchase price of approximately $100.0 million. We funded the May Share Repurchase with cash on hand and the repurchased shares of Class A common stock are no longer outstanding.
On May 8, 2025, the Company entered into an underwriting agreement with the Sponsor Stockholder, Triton Water Equity Holdings and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as underwriters, in connection with the underwritten secondary offering by the Sponsor Stockholder and Triton Water Equity Holdings of 47,500,000 shares of Class A common stock at a price of $31.67 (the "May Offering"). The May Offering closed on May 12, 2025. The Sponsor Stockholder and Triton Water Equity Holdings received all of the proceeds from the May Offering. No shares were sold by us.
Share Repurchase Program
On August 6, 2025, our Board of Directors approved a share repurchase program of $250.0 million of our outstanding Class A common stock (the "Share Repurchase Program"). Repurchases under the Share Repurchase Program may be made from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that we may have for the use or investment of capital.
During the three and nine months ended September 30, 2025, we repurchased 3,011,204 shares of our Class A common stock for an aggregate purchase price of approximately $73.2 million through open market transactions under the Share Repurchase Program.
Repurchased shares were subsequently retired. Please refer to the table in Part II, Item 2 of this Quarterly Report on Form 10-Q.
We are unable to predict the number of shares of Class A common stock that ultimately will be repurchased under the current Share Repurchase Program, or the aggregate dollar amount of shares of Class A common stock to be purchased in future periods. We may discontinue purchases at any time, subject to compliance with applicable regulatory requirements.
Tax Withholding
During the three months ended September 30, 2025, 98,860 shares 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. "Unregistered Sales of Equity Securities and Use of Proceeds" in this Quarterly Report.
Dividend Payments
Dividend
On February 20, 2025, our Board of Directors declared a dividend of $0.10 per share of our outstanding Class A common stock to stockholders of record at the close of business on March 7, 2025 which was paid in cash on March 24, 2025.
On May 1, 2025, our Board of Directors declared a dividend of $0.10 per share on our outstanding Class A common stock, payable in cash on June 17, 2025 to stockholders of record at the close of business on June 6, 2025.
On August 6, 2025, our Board of Directors declared a dividend of $0.10 per share on our outstanding Class A common stock, payable in cash on September 4, 2025 to stockholders of record at the close of business on August 21, 2025.
On November 5, 2025, our Board of Directors declared a dividend of $0.10 per share on our outstanding Class A common stock, payable in cash on December 5, 2025 to stockholders of record at the close of business on November 25, 2025.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated (in millions) as reported in our Condensed Consolidated Statements of Cash Flows in the accompanying Condensed Consolidated Financial Statements:
Three Months Ended September 30, Nine Months Ended September 30,
($ in millions) 2025 2024 2025 2024
Net cash provided by operating activities of continuing operations $ 283.4 $ 261.6 $ 477.2 $ 370.1
Net cash used in investing activities of continuing operations (144.1) (41.1) (217.9) (130.4)
Net cash used in financing activities of continuing operations (128.2) (62.0) (463.0) (109.7)
Cash flows from discontinued operations:
Net cash provided by operating activities from discontinued operations 6.5 - 8.8 -
Net cash used in investing activities from discontinued operations (0.5) - (1.8) -
Net cash used in by financing activities from discontinued operations (5.3) - (1.9) -
Effect of exchange rates on cash, cash equivalents and restricted cash (0.6) 0.1 1.5 (0.3)
Net increase (decrease) in cash, cash equivalents and restricted cash $ 11.2 $ 158.6 $ (197.1) $ 129.7
Cash and cash equivalents and restricted cash, beginning of period 412.4 18.1 620.7 47.0
Cash and cash equivalents and restricted cash, end of period $ 423.6 $ 176.7 $ 423.6 $ 176.7
Cash and cash equivalents and restricted cash of discontinued operations, end of period 0.9 - 0.9 -
Cash and cash equivalents and restricted cash of continuing operations, end of period $ 422.7 $ 176.7 $ 422.7 $ 176.7
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Net cash provided by operating activities of continuing operations was $477.2 million for the nine months ended September 30, 2025 as compared to $370.1 million for the nine months ended September 30, 2024. The $107.1 million increase was due primarily to improved earnings, excluding non-cash charges partially offset by an increase in cash used for trade payables and accrued liabilities of $82.4 million and Trade receivables of $71.7 million.
Net cash used in investing activities of continuing operations was $217.9 million for the nine months ended September 30, 2025, compared to $130.4 million for the nine months ended September 30, 2024. The increase of $87.5 million is primarily due to increased capital expenditures, partially offset by $56.9 million of proceeds received from the sale of the production facility in Ontario, Canada and assets sold related to our coffee business.
Net cash used in financing activities of continuing operations for the nine months ended September 30, 2025 was $463.0 million, compared to $109.7 million for the nine months ended September 30, 2024. The $353.3 million increase was due primarily to Class A common stock repurchased and cancelled of $296.8 million and the payment of dividends to holders of our Class A common stock of $113.2 million in the current year as well as the addition of the $400 million 2024 Incremental Term Loan in March 2024 and $25.0 million in borrowings not recurring in the current year, partially offset by the dividend to the Sponsor Stockholder of $382.7 million and repayments of borrowings of $115.0 million in the prior year not recurring in the current year.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as "structured finance or special purpose entities," which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
Our critical accounting policies require management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and the accompanying notes. These estimates are based on historical experience, the advice of external experts or on other assumptions management believes to be reasonable. Where actual amounts differ from estimates, revisions are included in the results for the period in which actual amounts become known. Historically, differences between estimates and actual amounts have not had a significant impact on our Consolidated Financial Statements.
Critical accounting policies and estimates used to prepare the Condensed Consolidated Financial Statements are discussed with the Audit Committee of our Board of Directors as they are implemented and on an annual basis.
We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2024 Annual Report.
Recently Issued Accounting Pronouncements
Refer to Note 2 - "Summary of Significant Accounting Policies" in the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.
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