Primo Water Corporation

Item 1A. Risk Factors

Except as described below, there have been no material changes to our risk factors since December 30, 2023. Please refer to our 2023 Annual Report on Form 10-K.

Primo Water's business relationships may be subject to disruption due to uncertainty associated with the BlueTriton Transaction, which could have an adverse effect on Primo Water's cash flows and financial position.

Parties with which Primo Water does business may experience uncertainty associated with the BlueTriton Transaction, including with respect to current or future business relationships with Primo Water following the completion of the BlueTriton Transaction. Primo Waters relationships may be subject to disruption as persons with whom Primo Water has a business relationship may have concerns about a larger organization, or otherwise, and may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Primo Water or consider entering into business relationships with parties other than Primo Water. These disruptions could have a material adverse effect on the results of operations, cash flows and financial position of Primo Water following the completion of the BlueTriton Transaction, including an adverse effect on the parties ability to realize the expected benefits of the BlueTriton Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of or failure to complete the BlueTriton Transaction.

In addition, some amount of Primo Water managements and employees attention will be directed toward the completion of the BlueTriton Transaction and thus will be diverted from their respective day-to-day operations. Further, the BlueTriton Transaction could cause disruptions to Primo Waters business or business relationships, which could have an adverse impact on their results of operations. The pursuit of the BlueTriton Transaction and the preparation for the integration may also has placed and will continue to place a significant burden on management and internal resources. The diversion of managements attention away from day-to-day business concerns could adversely affect Primo Waters operations and financial results.

Conditions precedent to the BlueTriton Transaction, including regulatory approvals,  may not be satisfied or waived,  or may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

The completion of the BlueTriton Transaction is subject to the satisfaction or waiver of a number of conditions, including various approvals from regulatory agencies in the United States and Canada. No assurance can be given that all conditions precedent to the BlueTriton Transaction will be satisfied or waived, nor can there be any certainty as to the timing of their satisfaction or waiver. Any delay in completing the BlueTriton Transaction could cause the parties not to realize, or to be delayed in realizing, some or all of the benefits that they expect to achieve if the BlueTriton Transaction is successfully completed within their expected time frame.

Additionally, some of the conditions precedent to the BlueTriton Transaction are outside the control of Primo Water, including receipt of the Primo Water shareowner approval, receipt of the required regulatory approvals, and the granting of the final court order regarding the Plan of Arrangement. In deciding whether to grant the required regulatory approvals, the relevant governmental authorities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either partys regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals. Pursuant to the Arrangement Agreement, in order to obtain certain required regulatory approvals, Primo Water could be required to make one or more concessions, including a requirement to sell, divest or dispose of one or more facilities where the addition, the combined commercial and residential revenues generated by any such facilities individually, or in the aggregate, generated not more than $75 million during fiscal year 2023. If such divestitures are required and undertaken, it is possible that such sale, divestiture or disposition could adversely affectpletion of the financial condition or results of operations of Primo Water.

There is no assurance that all of these required authorizations, consents, orders and other approvals will be obtained. Moreover, the terms of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of NewCos business or require changes to the terms of the transactions contemplated by the Arrangement Agreement. There can be no assurance that regulators will not impose any such conditions, limitations,

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obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Arrangement Agreement, imposing additional material costs on or otherwise reducing the anticipated benefits of the BlueTriton Transaction if it is consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the by BlueTriton Transaction. Additionally, the closing is conditioned on the absence of certain orders or injunctions issued by a court of competent jurisdiction or other legal restraints that would prohibit or make illegal the consummation of any of the transactions contemplated by the Arrangement Agreement. The Arrangement Agreement requires the parties to cooperate in good faith both in the process to obtain the required regulatory approvals and in the case of a disagreement over the strategy, tactics or decisions relating to obtaining such approvals.

In addition, the completion of the BlueTriton Transaction by BlueTriton BranBrands is conditional on, among other things, no Primo Material Adverse Effect (as defined in the Arrangement Agreement) having occurred since the date of the Arrangement Agreement. There can be no certainty, nor can Primo Water provide any assurance, that these conditions will be satisfied or waived or, if satisfied or waived, when they will be satisfied or waived. If any of the conditions precedent to the BlueTriton Transaction are not met and BlueTriton Brands, in its sole discretion, does not waive these conditions on or before the date specified, it will not be obligated to complete the BlueTriton Transaction and either Primo Water or BlueTriton may then terminate the Arrangement Agreement.

Termination of the Arrangement Agreement could negatively impact Primo Water.

Each of Primo Water and BlueTriton Brands has the right, in certain circumstances, to terminate the Arrangement Agreement, in which case the BlueTriton Transaction will not be consummated. There is no certainty, nor can the parties provide any assurance that the Arrangement Agreement will not be terminated by Primo Water or BlueTriton Brands prior to the completion of the BlueTriton Transaction. If the Arrangement Agreement is terminated, Primo Water will not recognize the anticipated benefits of the BlueTriton Transaction and may be obligated to pay a termination fee of $105 million in connection with termination of the Arrangement Agreement. If the Arrangement Agreement is terminated in accordance with its terms and the BlueTriton Transaction is not consummated, the ongoing business of Primo Water may be adversely affected by a variety of

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factors. Primo Waters business may be adversely impacted by the failure to pursue other beneficial opportunities during the pendency of the BlueTriton Transaction, by the failure to obtain the anticipated benefits of completing the BlueTriton Transaction, by payment of certain costs relating to the BlueTriton Transaction, and by the focus of management on the BlueTriton Transaction for an extended period of time rather than on other strategic and operational opportunities. The market price of Primo Water shares might decline as a result of any such failures to the extent that the current market prices reflect a market assumption that the BlueTriton Transaction will be completed.

Primo Water may also be negatively impacted if the Arrangement Agreement is terminated and Primo Waters Board of Directors seeks but is unable to find another business combination or strategic transaction offering equivalent or more attractive consideration than the consideration to be provided in the BlueTriton Transaction, or if the parties become subject to litigation related to entering into or failing to consummate the BlueTriton Transaction, including actions by the Primo shareowners against the directors and/or officers of Primo Water for breaches of fiduciary duty, or derivative actions brought by the Primo shareowners in the name of the Company.

We are subject to certain contractual restrictions while the proposed BlueTriton Transaction is pending.

The Arrangement Agreement restricts the Company from making certain acquisitions and divestitures, entering into, amending or terminating certain contracts, incurring certain indebtedness and expenditures, and repurchasing or issuing securities outside of existing equity award programs, and taking other specified actions until the earlier of the completion of the BlueTriton Transaction or the termination of the Arrangement Agreement. These restrictions may prevent Primo Water from pursuing attractive business opportunities that may arise prior to the completion of BlueTriton Transaction and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the BlueTriton Transaction could be exacerbated by any delays in consummation of the combination or the termination of the Arrangement Agreement.

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