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NYSE: PRMB Primo Brands Corp 8-K

Primo Brands replaces board member Pak with Priyadarshi as sponsor nominee

Filed July 16, 2026 · Period ending July 14, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Sudhanshu Priyadarshi appointed to Board and Audit/Sustainability Committees as Sponsor Nominee under stockholders agreement with Triton Water Parent Holdings, fulfilling contractual nomination rights rather than independent selection.

  • medium

    Priyadarshi brings CFO experience from Planet Fitness (current), Keurig Dr Pepper, and Vista Outdoor, with background in finance, international operations, and packaged goods relevant to Primo's beverage business.

  • low

    Minsok Pak resigned from Board after accepting executive role with industry participant, in accordance with governance guidelines requiring resignation upon employment change; no disagreements with company cited.

Summary

Primo Brands executed a same-day board transition on July 14, 2026, replacing departing director Minsok Pak with Sudhanshu Priyadarshi. Pak's resignation followed his acceptance of an executive position with an industry participant and was characterized as voluntary and procedural under the company's governance guidelines. The filing explicitly states no disagreements prompted the departure.

Priyadarshi's appointment maintains board composition and fills Pak's Audit and Sustainability Committee seats. Notably, he joins as a Sponsor Nominee under the stockholders agreement with Triton Water Parent Holdings, meaning the selection fulfills contractual nomination rights held by a significant stockholder rather than representing an independent board choice.

His CFO background at consumer-facing companies—currently Planet Fitness, previously Keurig Dr Pepper and Vista Outdoor—aligns with Primo's beverage operations, though his effectiveness will depend on how his sponsor-designated status affects board dynamics. The transition appears orderly with no operational disruption indicated.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~800 words

Board member Minsok Pak resigned due to new industry role; Sudhanshu Priyadarshi appointed as replacement director and Audit/Sustainability Committee member.

2 Added
Added Director appointment - Sudhanshu Priyadarshi medium

Added in current filing · verify on EDGAR →

Additionally, on July 14, 2026, the Board appointed Sudhanshu Priyadarshi to serve on the Board, effective July 14, 2026, to fill the vacancy created by Mr. Pak’s resignation. Mr. Priyadarshi will serve as a director until the Company’s 2027 Annual Meeting of Stockholders or until his successor shall have been elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal. Mr. Priyadarshi will also serve as a member of the Board’s Audit Committee and Sustainability Committee.

Sudhanshu Priyadarshi was appointed to the Board effective July 14, 2026, filling the vacancy left by Pak's resignation. He will serve until the 2027 annual meeting and has been assigned to both the Audit Committee and Sustainability Committee. This maintains the Board's composition and committee structure.

Show 1 minor / wording change
Added Director resignation - Minsok Pak low

Added in current filing · verify on EDGAR →

On July 14, 2026, the Board of Directors (the “Board”) of Primo Brands Corporation (the “Company”) accepted the resignation of Minsok Pak from the Board. Mr. Pak, who has accepted an executive role with an industry participant, tendered his resignation in accordance with the Company’s Corporate Governance Guidelines as a result of a change in his principal employment responsibilities. Mr. Pak’s resignation is not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Board member Minsok Pak resigned effective July 14, 2026, after accepting an executive position with an industry participant. The resignation was voluntary and in accordance with corporate governance guidelines requiring directors to resign when their principal employment changes. The filing explicitly states there were no disagreements with the company.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 17, 2026 · How we verify