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Item 1. Financial Statements

2025-05-08 compared with 2024-11-12 · 303 added, 316 removed, 334 unchanged (65% of the section changed)

Financial Statements

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

September 30, 2024 December 31, 2023

(in thousands, except share data)

March 31, 2025 December 31, 2024

ASSETS (Unaudited)

14 unchanged sentences

Total assets $ 2,405,146 $ 2,416,394

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

9 unchanged sentences

Founders advisory fees payable - related party 148,068 240,083

Redeemable preferred shares 108,934 105,799

Redeemable preferred shares - related party 2,805 2,764

Preferred stock 111,066 109,966

Preferred stock - related party 2,831 2,831

Other liabilities 2,314 2,226

1 unchanged sentence

Commitments and contingencies (Note 9)

Shareholders’ equity:

Ordinary shares, $ 1 nominal value per share, 4,000,000,000 shares authorized;

Stockholder’s equity:

Common stock, $ 0.0001 par value per share, 4,000,000,000 shares authorized;

171,267,518 and 169,426,114 shares issued;

145,240,338 and 146,451,005 shares outstanding at September 30, 2024 and December 31, 2023, respectively

166,844 165,067

Treasury shares, at cost;

21,603,481 and 18,615,190 shares at September 30, 2024 and December 31, 2023, respectively

148,775,583 and 147,822,633 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost;

22,491,935 and 21,603,481 shares at March 31, 2025 and December 31, 2024, respectively

( 136,010 ) ( 127,827 )

2 unchanged sentences

Accumulated deficit ( 530,037 ) ( 586,723 )

Total shareholders’ equity 1,000,183 1,152,295

Total liabilities and shareholders’ equity $ 2,462,305 $ 2,315,422

Total stockholders’ equity 1,216,370 1,157,270

Total liabilities and stockholders’ equity $ 2,405,146 $ 2,416,394

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net sales $ 72,030 $ 59,044

5 unchanged sentences

Founders advisory fees - related party ( 80,613 ) 68,333

Intangible impairment — 40,738 — 40,738

Other operating expense 561 —

Total operating expenses ( 49,654 ) 95,566

Operating (loss) income ( 35,239 ) 27,168 ( 65,085 ) 103,367

Operating income (loss) 77,807 ( 74,864 )

Other expense (income):

Interest expense, net 9,644 10,648

Gain on contingent earn-out — ( 7,665 ) — ( 7,273 )

Foreign currency (gain) loss ( 1,159 ) 1,293

Other expense (income), net 151 ( 60 ) 252 29

Other expense, net 143 27

Total other expense, net 8,628 11,968

(Loss) income before income taxes ( 44,090 ) 23,061 ( 96,792 ) 78,917

Income (loss) before income taxes 69,179 ( 86,832 )

Income tax (expense) benefit ( 12,493 ) 4,274

Net (loss) income ( 89,167 ) 19,282 ( 150,075 ) 80,727

Net income (loss) 56,686 ( 82,558 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 7,885 ( 5,543 )

Total comprehensive (loss) income $ ( 78,530 ) $ 10,609 $ ( 145,970 ) $ 75,862

(Loss) earnings per share:

Total comprehensive income (loss) $ 64,571 $ ( 88,101 )

Earnings (loss) per share:

Basic $ 0.38 $ ( 0.57 )

Diluted $ 0.36 $ ( 0.57 )

Weighted average number of ordinary shares outstanding:

Weighted average number of shares outstanding:

Basic 148,556,284 145,326,933

1 unchanged sentence

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

Ordinary Shares Treasury Shares Additional

Common Stock Treasury Stock Additional

Capital Accumulated

2 unchanged sentences

Deficit Total

Shareholders'

Stockholders'

Shares Amount Shares Amount

Balance, December 31, 2024 169,426,114 $ 17 21,603,481 $ ( 127,827 ) $ 1,911,035 $ ( 39,232 ) $ ( 586,723 ) $ 1,157,270

Share-based compensation — — — — 1,742 — — 1,742

Ordinary shares issued related to founders advisory fees - related party 1,758,464 1,758 — — ( 1,758 ) — — —

Ordinary shares repurchased — — 2,969,357 ( 14,278 ) — — — ( 14,278 )

Net loss — — — — — — ( 82,558 ) ( 82,558 )

Other comprehensive loss — — — — — ( 5,543 ) — ( 5,543 )

Balance, March 31, 2024 166,824,659 $ 166,825 21,584,547 $ ( 127,685 ) $ 1,701,147 $ ( 25,253 ) $ ( 663,376 ) $ 1,051,658

Share-based compensation — — — — 2,994 — — 2,994

Ordinary shares repurchased — — 18,535 ( 139 ) — — — ( 139 )

Stock-based compensation — — — — 2,671 — — 2,671

Shares issued related to founders advisory fees - related party 1,837,304 — — — — — — —

Shares repurchased — — 888,454 ( 8,183 ) — — — ( 8,183 )

Options exercised 4,100 — — — 41 — — 41

Net income — — — — — — 56,686 56,686

Other comprehensive loss — — — — — ( 989 ) — ( 989 )

Balance, June 30, 2024 166,824,659 $ 166,825 21,603,082 $ ( 127,824 ) $ 1,704,141 $ ( 26,242 ) $ ( 641,726 ) $ 1,075,174

Share-based compensation — — — — 3,312 — — 3,312

Ordinary shares repurchased — — 399 ( 3 ) — — — ( 3 )

Warrants exercised 19,160 19 211 230

Net loss — — — — — — ( 89,167 ) ( 89,167 )

Other comprehensive income — — — — — 7,885 — 7,885

Balance, September 30, 2024 166,843,819 $ 166,844 21,603,481 $ ( 127,827 ) $ 1,707,664 $ ( 15,605 ) $ ( 730,893 ) $ 1,000,183

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except share data)

Balance, March 31, 2025 171,267,518 $ 17 22,491,935 $ ( 136,010 ) $ 1,913,747 $ ( 31,347 ) $ ( 530,037 ) $ 1,216,370

Ordinary Shares Treasury Shares Additional

3 unchanged sentences

Deficit Total

Shareholders'

Stockholders'

Shares Amount Shares Amount

Balance, December 31, 2023 165,066,195 $ 165,067 18,615,190 $ ( 113,407 ) $ 1,701,163 $ ( 19,710 ) $ ( 580,818 ) $ 1,152,295

Share-based compensation — — — — ( 3,074 ) — — ( 3,074 )

Ordinary shares issued related to founders advisory fees - related party 1,831,653 1,832 — — ( 1,832 ) — — —

Ordinary shares repurchased — — 115,570 ( 864 ) — — — ( 864 )

Net income — — — — — — 9,431 9,431

Other comprehensive income — — — — — 1,593 — 1,593

Balance, March 31, 2023 165,066,195 $ 165,067 6,552,306 $ ( 50,205 ) $ 1,693,875 $ ( 23,878 ) $ ( 638,873 ) $ 1,145,986

Share-based compensation — — — — 1,195 — — 1,195

Ordinary shares repurchased — — 3,993,056 ( 26,348 ) — — — ( 26,348 )

Net income — — — — — — 52,014 52,014

Other comprehensive income — — — — — 2,215 — 2,215

Balance, June 30, 2023 165,066,195 $ 165,067 10,545,362 $ ( 76,553 ) $ 1,695,070 $ ( 21,663 ) $ ( 586,859 ) $ 1,175,062

Share-based compensation — — — — 1,749 — — 1,749

Ordinary shares repurchased — — 1,736,535 ( 10,035 ) — — — ( 10,035 )

Net income — — — — — — 19,282 19,282

Stock-based compensation — — — — 1,742 — — 1,742

Shares issued related to founders advisory fees - related party 1,758,464 1,758 — — ( 1,758 ) — — —

Shares repurchased — — 2,969,357 ( 14,278 ) — — — ( 14,278 )

Net loss — — — — — — ( 82,558 ) ( 82,558 )

Other comprehensive loss — — — — — ( 5,543 ) — ( 5,543 )

Balance, September 30, 2023

165,066,195 $ 165,067 12,281,897 $ ( 86,588 ) $ 1,696,819 $ ( 30,336 ) $ ( 567,577 ) $ 1,177,385

Balance, March 31, 2024 166,824,659 $ 166,825 21,584,547 $ ( 127,685 ) $ 1,701,147 $ ( 25,253 ) $ ( 663,376 ) $ 1,051,658

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net (loss) income $ ( 150,075 ) $ 80,727

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Net income (loss) $ 56,686 $ ( 82,558 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Founders advisory fees - related party (change in fair value) ( 80,613 ) 68,333

Depreciation and amortization expense 16,893 16,412

Interest and payment-in-kind on preferred shares 5,292 5,094

Share-based compensation 8,048 ( 130 )

Interest and payment-in-kind on preferred stock 1,833 1,764

Stock-based compensation 2,671 1,742

Non-cash lease expense 1,395 1,392

Deferred income taxes 8,927 ( 4,835 )

Intangible impairment — 40,738

Amortization of deferred financing costs 444 427

Gain on contingent earn-out — ( 7,273 )

Foreign currency loss 163 756

Loss on disposal of assets 13 3

Foreign currency (gain) loss ( 1,159 ) 1,293

Loss (gain) on disposal of assets 3 ( 10 )

Changes in operating assets and liabilities, net of acquisitions:

10 unchanged sentences

Other, net ( 241 ) ( 355 )

Net cash provided by (used in) operating activities 194,375 ( 10,234 )

Net cash provided by operating activities 23,746 2,786

Cash flows from investing activities:

1 unchanged sentence

Proceeds from short-term investments — 1,081

Purchase of businesses, net of cash acquired ( 10,000 ) —

Net cash used in investing activities ( 14,813 ) ( 472 )

Cash flows from financing activities:

Common stock repurchased ( 8,183 ) —

Ordinary shares repurchased — ( 14,278 )

Proceeds from exercise of options 41 —

Principal payments on finance lease obligations ( 251 ) ( 172 )

7 unchanged sentences

Cash paid for income taxes $ 530 $ 818

Non-cash activities:

Warrants exercised $ 230 $ —

See accompanying notes to condensed consolidated financial statements

PERIMETER SOLUTIONS, SA AND SUBSIDIARIES

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Organization and General

Perimeter Solutions, SA (“PSSA”), a public company limited by shares ( société anonyme ) was incorporated on June 21, 2021 under the laws of the Grand Duchy of Luxembourg.

PSSA is headquartered in the Grand Duchy of Luxembourg with business operations across the globe.

PSSA's ordinary shares, nominal value, $ 1.00 per share (the “Ordinary Shares”), are listed on the New York Stock Exchange ("NYSE") and trade under the symbol "PRM".

The condensed consolidated financial statements herein include the assets, liabilities, and results of operations of PSSA and its subsidiaries, all of which are wholly owned by PSSA (collectively, the “Company”).

BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Basis of Presentation

The accompanying condensed consolidated financial statements of Perimeter Solutions, Inc.

and its subsidiaries (collectively, the “Company”) are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures required by U.S.

GAAP for complete financial statements.

In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements.

The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Company’s 2024 Annual Report filed with the SEC on February 20, 2025 .

Business Operations

The Company is a global solutions provider for the Fire Safety and Specialty Products industries.

Approximately 65 % of the Company's 2023 annual revenues were derived in the United States, approximately 15 % in Europe and approximately 14 % in Canada with the remaining approximately 6 % spread across various other countries.

Approximately 79 % of the Company’s 2024 annual revenues were derived in the United States, approximately 10 % in Europe and approximately 6 % in Canada with the remaining approximately 5 % sprea d across various other countries.

The Company’s business is organized and managed in two reporting segments:

Fire Safety and Specialty Products.

The Fire Safety business is a formulator and manufacturer of fire management products that help the Company’s customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires.

The Company’s Fire Safety business also offers specialized equipment and services, typically in conjunction with its fire management products to support firefighting operations.

The Fire Safety segment is a formulator and manufacturer of fire management products that help the Company’s customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires.

The Company’s Fire Safety segment also offers specialized equipment and services, typically in conjunction with its fire management products to support firefighting operations.

The Company’s specialized equipment includes air base retardant storage, mixing, and delivery equipment;

4 unchanged sentences

Significant end markets include primarily government-related entities and are dependent on approvals, qualifications, and permits granted by the respective governments and commercial customers around the world.

The Specialty Products segment produces and sells Phosphorus Pentasulfide ("P 2 S 5 ") in several end markets and applications, including high quality specialty chemicals, various agricultural applications, various mining applications, and emerging electric battery technologies.

Within the high quality specialty chemicals end market, currently the Company’s largest end market application, P 2 S 5, is primarily used in the production of a family of compounds called Zinc Dialkyldithiophosphates (“ ZDDP ”) , which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components.

P 2 S 5 is also used in pesticide and mining chemicals applications.

Global Economic Environment

In recent years, the global economy and labor markets have experienced significant inflationary pressures attributable to ongoing economic recovery and supply chain issues, in part due to the impacts of the conflicts in Ukraine and the Middle East.

While the Company has limited exposure in regions with active conflicts, it continues to monitor and take actions with its customers and suppliers to mitigate the impact of these inflationary pressures in the future.

Actions to mitigate inflationary pressures with suppliers include aggregation of purchase requirements to achieve optimal volume benefits, negotiation of cost-reductions and identification of more cost competitive suppliers.

While these actions are designed to offset the impact of inflationary pressures, the Company cannot provide assurance that they will be successful in fully offsetting increased costs resulting from inflationary pressure.

In addition, interest payments for borrowings under the Company’s revolving credit facility are based on variable rates, and any continued increase in interest rates may reduce the Company’s cash flow available for other corporate purposes.

The Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets.

The Company’s largest end market application for the Specialty Products segment is Phosphorus Pentasulfide (“P 2 S 5 ”) based lubricant additives.

P 2 S 5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies.

The Specialty Products segment also includes Intelligent Manufacturing Solutions (“IMS”), which is a manufacturer of electronic or electro-mechanical components of larger solutions.

IMS has a flexible, vertically integrated production facility centered on its printed circuit board (“PCB”) line that allows it to acquire and produce a variety of product lines across a range of end markets, including large medical systems, communications infrastructure, energy infrastructure, defense systems, and industrial systems, with a substantial focus on aftermarket repair and replacement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures required by U.S.

GAAP for complete financial statements.

The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Company’s 2023 Annual Report filed with the SEC on February 22, 2024 .

Principles of Consolidation

2 unchanged sentences

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Significant estimates made by management in connection with the preparation of the accompanying condensed consolidated financial statements include the useful lives of long-lived and intangible assets, the fair value of financial assets and liabilities, the valuation of goodwill, stock options, and founder advisory fees, and the realizability of deferred tax assets.

1 unchanged sentence

Accounting Policies

As of September 30, 2024, the Company’s significant accounting policies are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” to its consolidated financial statements included in the Company’s 2023 Annual Report.

Reclassification

In 2024, the Company changed the presentation of freight expense from selling, general and administrative expense to cost of goods sold, to better match freight expense with freight income.

The change has been applied retrospectively to the condensed consolidated financial statements for the prior periods presented in this Quarterly Report.

The impact to the accompanying condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 is presented in the following table (in thousands).

There was no impact on previously reported balances in the accompanying condensed consolidated balance sheet or statement of cash flows.

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

As Previously Reported As Adjusted Effect of Change As Previously Reported As Adjusted Effect of Change

Cost of goods sold $ 69,357 $ 72,825 $ 3,468 $ 144,509 $ 153,096 $ 8,587

Gross profit 73,301 69,833 ( 3,468 ) 118,144 109,557 ( 8,587 )

Selling, general and administrative expense 16,161 12,693 ( 3,468 ) 41,523 32,936 ( 8,587 )

Total operating expenses 46,133 42,665 ( 3,468 ) 14,777 6,190 ( 8,587 )

Operating income 27,168 27,168 — 103,367 103,367 —

Net income 19,282 19,282 — 80,727 80,727 —

As of March 31, 2025, the Company’s significant accounting policies are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” to its consolidated financial statements included in the Company’s 2024 Annual Report.

Recently Issued and Adopted Accounting Standards

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-02 “Codification Improvements,” which amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances, the references removed are extraneous and not required in order to understand or apply the guidance.

Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities.

ASU 2024-02 is effective January 1, 2025, and the Company does not expect that the application of this standard will have a material impact on its consolidated financial statements and disclosures.

On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Although the ASU requires comparative disclosures for all periods presented, entities will be permitted to begin applying the guidance prospectively.

Therefore, comparative disclosures are not required for reporting periods beginning before the effective date.

Entities can elect to apply this ASU retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact that the adoption of this ASU will have on its disclosures.

In December 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting currency amounts for specific standardized categories, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company does not plan to early adopt and is currently assessing the potential effects of this standard.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

The Company adopted this ASU prospectively for the annual period beginning on January 1, 2025.

While we expect the adoption of this standard will expand our disclosures within the “Income Taxes” note on our Form 10-K, we do not expect it to have any impact on our financial position or results of operations.

In November 2023, the FASB issued ASU No.

3 unchanged sentences

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The most significant provision of this standard requires the Company to disclose information about significant segment expenses and other segment items that are regularly provided to the chief operating decision-maker (“CODM”).

The Company will adopt this ASU retrospectively for the annual period beginning on January 1, 2024 and for interim periods beginning on January 1, 2025.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” to amend certain disclosure and presentation requirements for a variety of topics within the ASC.

These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC.

The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date.

Early adoption is prohibited.

The Company does not expect that the application of this standard will have a material impact on its consolidated financial statements and disclosures.

The most significant provision of this standard required the Company to disclose information about significant segment expenses and other segment items that are regularly provided to the chief operating decision-maker (“CODM”).

The Company adopted this ASU retrospectively for the annual period beginning on January 1, 2024 and for interim periods beginning on January 1, 2025.

While the adoption of this standard expanded our disclosures within the “Segment Information” note on our Forms 10-K and 10-Q, it did not have any impact on our financial position or results of operations.

BALANCE SHEET COMPONENTS

Details of certain balance sheet items are presented below (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Raw materials and manufacturing supplies $ 58,792 $ 65,872

6 unchanged sentences

Prepaid value-added taxes 1,090 2,552

Short-term investments — 5,519

Income tax receivable 6,646 11,091

17 unchanged sentences

Accrued purchases 4,112 2,558

Accrued income taxes 27,915 7,100

Accrued taxes 388 3,185

Operating lease liabilities 2,730 2,677

2 unchanged sentences

Total accrued expenses and other current liabilities $ 35,773 $ 30,450

Depreciation expense related to property, plant and equipment was $ 2.7 million and $ 7.9 million for the three and nine months ended September 30, 2024, respectively, and $ 2.5 million and $ 7.2 million for the three and nine months ended September 30, 2023 , respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

The Company had an allowance for doubtful accounts, included in accounts receivable, net of $ 1.1 million and $ 1.0 million as of September 30, 2024 and December 31, 2023, respectively.

Depreciation expense related to property, plant and equipment for the three months ended March 31, 2025 and 2024 wa s $ 2.8 million and $ 2.6 million, respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2025 and December 31, 2024, the allowance for doubtful accounts was immaterial.

BUSINESS COMBINATION

On March 28, 2025, IMS acquired substantially all of the assets and technical data rights of certain product lines from a third party, which met the definition of a business, for a total purchase price of $ 10.0 million.

The Company used the acquisition method of accounting for the transaction and has reflected the preliminary value of the acquired assets and liabilities assumed in the consolidated balance sheet including, inventories, intangible assets and property, plant and equipment.

The accounting is provisional as the Company is pending valuation of certain tangible and intangible assets that is subject to final adjustment as the Company evaluates information during the measurement period.

Acquisition-related costs, primarily consisting of legal and advisory fees, were recognized as an operating expense in the current period and were not material.

GOODWILL AND OTHER INTANGIBLE ASSETS

4 unchanged sentences

Foreign currency translation 3,178 1,585 4,763

Balance, September 30, 2024

Balance, March 31, 2025

$ 855,932 $ 183,374 $ 1,039,306

Intangible assets and related accumulated amortization as of September 30, 2024 and December 31, 2023 are as follows (in thousands):

September 30, 2024

(in years) Gross Value Impairment Foreign

Intangible assets and related accumulated amortization as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

March 31, 2025

(in years) Gross Value Accumulated Impairment Foreign

Translation Accumulated

1 unchanged sentence

Definite Lived Intangible Assets:

Customer lists 20 $ 761,000 $ — $ ( 5,675 ) $ ( 109,189 ) $ 646,136

Technology and patents 20 250,000 ( 40,738 ) ( 2,086 ) ( 35,783 ) 171,393

Tradenames 20 101,000 — ( 747 ) ( 14,493 ) 85,760

Balance, September 30, 2024

Customer lists 10 to 20 $ 767,000 $ — $ ( 9,268 ) $ ( 128,116 ) $ 629,616

Technology and patents 10 to 20 259,150 ( 40,738 ) ( 3,433 ) ( 42,115 ) 172,864

Tradenames 10 to 20 104,500 — ( 1,218 ) ( 17,073 ) 86,209

Balance, March 31, 2025

$ 1,130,650 $ ( 40,738 ) $ ( 13,919 ) $ ( 187,304 ) $ 888,689

December 31, 2024

(in years) Gross Value Impairment Foreign

(in years) Gross Value Accumulated Impairment Foreign

Translation Accumulated

1 unchanged sentence

Definite Lived Intangible Assets:

Customer lists 20 $ 761,000 $ — $ ( 5,294 ) $ ( 80,920 ) $ 674,786

Technology and patents 20 250,000 ( 40,738 ) ( 2,096 ) ( 26,513 ) 180,653

Tradenames 20 101,000 — ( 691 ) ( 10,741 ) 89,568

Customer lists 10 to 20 $ 767,000 $ — $ ( 10,659 ) $ ( 118,596 ) $ 637,745

Technology and patents 10 to 20 257,100 ( 40,738 ) ( 4,187 ) ( 38,868 ) 173,307

Tradenames 10 to 20 104,500 — ( 1,393 ) ( 15,742 ) 87,365

Balance, December 31, 2024

$ 1,128,600 $ ( 40,738 ) $ ( 16,239 ) $ ( 173,206 ) $ 898,417

During the year ended December 31, 2023, due to a downward revision in the revenue forecast related to a contingent earn-out eligible fire retardant product acquired by the Company in May 2020 during the purchase of LaderaTech, Inc.

(“LaderaTech”), the Company determined that the $ 40.7 million in carrying value of the technology underlying the contingent earn-out eligible fire retardant product was no longer recoverable.

As a result, during the year ended December 31, 2023, the Company recorded an impairment of $ 40.7 million.

Amortization expense for definite-lived intangible assets was $ 13.8 million for the three months ended September 30, 2024, and 2023, and $ 41.3 million for the nine months ended September 30, 2024 and 2023.

Amortization expense for definite-lived intangible assets for the three months ended March 31, 2025 and 2024 w as $ 14.1 million and $ 13.8 million , respectively.

Estimated annual amortization expense of intangible assets for the next five years ended December 31, and thereafter is as follows (in thousands):

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Total $ 888,689

Lease cost for the three and nine months ended September 30, 2024 and 2023 are as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Lease cost for the three months ended March 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended March 31,

Operating lease cost (1)

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(1) Operating lease cost does not include short-term leases or variable costs, all of which are immaterial.

As of September 30, 2024, the weighted-average remaining lease terms of the Company’s operating leases and finance leases were approximately 7.9 years and 6.5 years , respectively, and the weighted-average discount rates applied were 6.8 % and 7.6 %, respectively.

Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 are as follows (in thousands):

Nine Months Ended September 30,

As of March 31, 2025, the weighted-average remaining lease terms of the Company’s operating leases and finance leases were approximately 7.5 years and 6.1 years, respectively, and the weighted-average discount rates applied were 6.8 % and 7.6 %, respectively.

Supplemental cash flow information related to leases for the three months end ed March 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended March 31,

Cash paid for amounts included in the measurement of operating lease liabilities:

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Net change in operating lease right-of-use assets due to lease modifications resulting in reclassification of leases from operating to finance $ ( 32 ) $ —

As of September 30, 2024 , the estimated future minimum payment obligations for non-cancelable operating and finance leases are as follows (in thousands):

As of March 31, 2025 , the estimated future minimum payment obligations for non-cancelable operating and finance leases are as follows (in thousands):

Operating Leases Finance Leases

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2029 2,473 952

2030 2,045 552

Thereafter 6,596 2,739

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Present value of lease liabilities $ 18,125 $ 6,674

LONG-TERM DEBT AND REDEEMABLE PREFERRED SHARES

LONG-TERM DEBT AND PREFERRED STOCK

Long-term debt consists of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Senior Notes $ 675,000 $ 675,000

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Long-term debt, net $ 668,104 $ 667,774

Maturities of long-term debt as of March 31, 2025 are as follows (in thousands):

Years Ending December 31,

Total $ 675,000

Revolving Credit Facility

SK Invictus Intermediate II S.à r.l.’s, a private limited liability company governed by the laws of the Grand Duchy of Luxembourg (“SK Intermediate II”), five-year Revolving Credit Facility (the “Revolving Credit Facility”) provides for a senior secured Revolving Credit Facility in an aggregate principal amount of up to $ 100.0 million.

Perimeter Holdings, LLC’s, a Delaware limited liability company (“Perimeter Holdings”), five-year Revolving Credit Facility (the “Revolving Credit Facility”) provides for a senior secured Revolving Credit Facility in an aggregate principal amount of up to $ 100.0 million.

The Revolving Credit Facility matures on November 9, 2026.

The Revolving Credit Facility includes a $ 20.0 million swingline sub-facility and a $ 25.0 million letter of credit sub-facility.

The Revolving Credit Facility allows SK Intermediate II to increase commitments under the Revolving Credit Facility up to an aggregate amount not to exceed the greater of (i) $ 143.0 million and (ii) 100.00 % of consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the most recent four-quarter period (minus the aggregate outstanding principal amount of certain ratio debt permitted to be incurred thereunder).

The Revolving Credit Facility allows Perimeter Holdings to increase commitments under the Revolving Credit Facility up to an aggregate amount not to exceed the greater of (i) $ 143.0 million and (ii) 100.00 % of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the most recent four-quarter period (minus the aggregate outstanding principal amount of certain ratio debt permitted to be incurred thereunder).

All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties, subject to customary exceptions.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to (i) an applicable margin, plus (ii) at SK Intermediate II’s option, either (x) Secured Overnight Financing Rate for the applicable corresponding tenor (“Term SOFR”) as published by CME Group Benchmark Administration, adjusted for certain additional costs or (y) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by the Wall Street Journal, (b) the federal funds rate plus 0.50 %, (c) the one-month Term SOFR rate plus 1.00 % and (d) a minimum floor of 1.00 %.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to (i) an applicable margin, plus (ii) at Perimeter Holdings option, either (x) Secured Overnight Financing Rate for the applicable corresponding tenor (“Term SOFR”) as published by CME Group Benchmark Administration, adjusted for certain additional costs or (y) a base rate

determined by reference to the highest of (a) the prime commercial lending rate published by the Wall Street Journal, (b) the federal funds rate plus 0.50 %, (c) the one-month Term SOFR rate plus 1.00 % and (d) a minimum floor of 1.00 %.

The applicable margin is 3.25 % in the case of Term SOFR-based loans and 2.25 % in the case of base rate-based loans, with two step downs of 0.25 % each based upon the achievement of certain leverage ratios.

Solely to the extent that on the last day of the applicable fiscal quarter, the utilization of the Revolving Credit Facility (excluding cash collateralized letters of credit and up to $ 10.0 million of undrawn letters of credit) exceeds 40.00 % of the aggregate commitments, the Revolving Credit Facility requires compliance on a quarterly basis with a maximum secured net leverage ratio of 7.50 :1.00.

The Revolving Credit Facility is fully and unconditionally guaranteed by the Company and each of SK Intermediate II’s existing and future wholly-owned material restricted subsidiaries, subject to customary exceptions, and is secured by a first priority lien, subject to certain permitted liens, on substantially all of SK Intermediate II’s and each of the guarantors’ existing and future property and assets, subject to customary exceptions.

Deferred financing costs incurred in connection with securing the Revolving Credit Facility were $ 2.3 million, which are carried as a long-term asset in the accompanying condensed consolidated balance sheets and is amortized on a straight-line over the term of the Revolving Credit Facility and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

As of September 30, 2024, the Company did no t have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants.

SK Intermediate II has $ 675.0 million principal amount of 5.00 % senior secured notes due October 30, 2029 (“Senior Notes”).

The Revolving Credit Facility is fully and unconditionally guaranteed by the Company and each of Perimeter Holdings’ existing and future wholly-owned material restricted subsidiaries, subject to customary exceptions, and is secured by a first priority lien, subject to certain permitted liens, on substantially all of Perimeter Holdings’ and each of the guarantors’ existing and future property and assets, subject to customary exceptions.

Deferred financing costs incurred in connection with securing the Revolving Credit Facility are carried as a long-term asset and are amortized on a straight-line over the term of the Revolving Credit Facility and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2025 and December 31, 2024, the Company did no t have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants.

Perimeter Holdings has $ 675.0 million principal amount of 5.00 % senior secured notes due October 30, 2029 (“Senior Notes”).

The Senior Notes bear interest at an annual rate of 5.00 %.

Interest on the Senior Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year.

The Senior Notes are general, secured, senior obligations of SK Intermediate II;

rank equally in right of payment with all existing and future senior indebtedness of SK Intermediate II (including, without limitation, the Revolving Credit Facility);

and together with the Revolving Credit Facility, are effectively senior to all existing and future indebtedness of SK Intermediate II that is not secured by the collateral.

The Senior Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by all of SK Intermediate II’s existing or future restricted subsidiaries (other than certain excluded subsidiaries) that guarantee the Revolving Credit Facility.

The Senior Notes contain certain covenants limiting SK Intermediate II’s ability and the ability of the restricted subsidiaries (as defined in the indenture governing the Senior Notes) to, under certain circumstances, prepay subordinated indebtedness, pay distributions, redeem stock or make certain restricted investments;

The Senior Notes are general, secured, senior obligations of Perimeter Holdings;

rank equally in right of payment with all existing and future senior indebtedness of Perimeter Holdings (including, without limitation, the Revolving Credit Facility);

and together with the Revolving Credit Facility, are effectively senior to all existing and future indebtedness of Perimeter Holdings that is not secured by the collateral.

The Senior Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by all of Perimeter Holdings’ existing or future restricted subsidiaries (other than certain excluded subsidiaries) that guarantee the Revolving Credit Facility.

The Senior Notes contain certain covenants limiting Perimeter Holdings’ ability and the ability of the restricted subsidiaries (as defined in the indenture governing the Senior Notes) to, under certain circumstances, prepay subordinated indebtedness, pay distributions, redeem stock or make certain restricted investments;

incur indebtedness;

create liens on the SK Intermediate II’s assets to secure debt;

create liens on the Perimeter Holdings assets to secure debt;

restrict dividends, distributions or other payments;

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and change the Company’s line of business.

As of September 30, 2024 the Company was in compliance with all covenants.

Deferred financing costs incurred in connection with securing the Senior Notes were $ 11.0 million, which were capitalized and amortized using the effective interest method over the term of the Senior Notes and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2025, the Company was in compliance with all covenants.

Deferred financing costs incurred in connection with securing the Senior Notes were capitalized and amortized using the effective interest method over the term of the Senior Notes and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

The unamortized portion of the deferred financing costs is included as a reduction to the carrying value of the Senior Notes which have been recorded as long-term debt, net in the accompanying condensed consolidated balance sheets.

Redeemable Preferred Shares

The Company issued 10 million redeemable preferred shares of PSSA (“Redeemable Preferred Shares”), nominal value $ 10 per share, valued at $ 100.0 million.

The Redeemable Preferred Shares are entitled to a preferred annual cumulative right to a dividend equal to 6.50 % of its nominal value.

The preferred dividend will generally be paid 40.00 % in cash and 60.00 % in kind each year within three business days following the Company's annual general meeting.

Holders of the Redeemable Preferred Shares have no voting rights (only protective rights).

The Company, under its articles of association (the "Articles") is mandatorily required to redeem the Redeemable Preferred Shares at any time prior to the earliest of (i) six months following the latest maturity date of the above-mentioned Senior Notes, (ii) nine years after the date of issuance of the Redeemable Preferred Shares or (iii) upon the occurrence of a change of control, as defined in the Company’s Articles.

Due to the fact that the Redeemable Preferred Shares are mandatorily redeemable, the Redeemable Preferred Shares are classified as a liability in the accompanying condensed consolidated balance sheets, and $ 1.8 million, $ 5.3 million, $ 1.7 million, and $ 5.1 million of dividends on these Redeemable Preferred Shares for the three and nine ended September 30, 2024 and 2023 , respectively, were recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

Preferred dividends in arrears were $ 11.7 million and $ 8.6 million at September 30, 2024 and December 31, 2023, respectively.

The Redeemable Preferred Shares have an aggregate liquidation preference of $ 100.0 million, plus any accrued and unpaid dividends thereon and are senior to the Ordinary Shares with respect to dividends and with respect to dissolution, liquidation or winding up of the Company.

At September 30, 2024 and December 31, 2023, the redemption price was $ 111.7 million and $ 108.6 million, respectively.

Redeemable Preferred Stock

The Company’s Certificate of Incorporation authorizes the issuance of 20 million shares of Preferred Stock which are entitled to a preferred annual cumulative right to a dividend equal to 6.50 % of its nominal value.

The preferred dividend will be paid 40.00 % in cash and 60.00 % in kind each year within three business days following the Company's annual meeting.

Holders of the Preferred Stock have no voting rights (only protective rights).

As of March 31, 2025, the Company had issued 10 million shares of Preferred Stock, par value $ 0.0001 per share, stated value $ 100.0 million.

The Company, under its Certificate of Incorporation, is mandatorily required to redeem the Preferred Stock at any time prior to the earliest of (i) six months following the latest maturity date of the above-mentioned Senior Notes, (ii) nine

years after the date of issuance of the Preferred Stock or (iii) upon the occurrence of a change of control, as defined in the Company’s Certificate of Incorporation.

Due to the fact that the shares of Preferred Stock are mandatorily redeemable, the shares of Preferred Stock are classified as a liability in the accompanying consolidated balance sheets, and $ 1.8 million of dividends on these shares of Preferred Stock were recorded as interest expense for each of the three months ended March 31, 2025 and 2024 in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

Preferred dividends in arrears were $ 13.9 million and $ 12.8 million at March 31, 2025 and December 31, 2024, respectively.

The shares of Preferred Stock have an aggregate liquidation preference of $ 100.0 million, plus any accrued and unpaid dividends thereon and are senior to the Company's Common Stock with respect to dividends and with respect to dissolution, liquidation or winding up of the Company.

At March 31, 2025 and December 31, 2024, the redemption price was $ 113.9 million and $ 112.8 million, respectively.

The Company is subject to U.S.

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The Company estimates its annual effective tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates.

The Company’s effective tax rate w as ( 102.24 )% and ( 55.05 )% f or the three and nine months ended September 30, 2024, respectively, and 16.39 % and ( 2.29 )% for the three and nine months ended September 30, 2023, respectively .

The primary differences between the effective tax rate and the amount computed by applying the Luxembourg statutory rate of 24.94 % are related to losses not expected to be benefited in certain jurisdictions that have a valuation allowance, permanently non-deductible compensation, withholding taxes accrued on unremitted earnings and the impact of foreign tax rate differences.

The Company’s effective tax rate was 18.06 % for the three months ended March 31, 2025.

The primary differences between the effective tax rate and the amount computed by applying the U.S.

statutory rate of 21 % are related to losses not expected to result in an income tax benefit in certain jurisdictions that have a valuation allowance, permanently non-deductible compensation, withholding taxes accrued on unremitted earnings and the impact of foreign tax rate differences.

The Company’s effective tax rate was 4.92 % for the three months ended March 31, 2024.

Prior to the conversion into a corporation under the laws of the State of Delaware on November 20, 2024 (“Redomiciliation Transaction”), the Company was incorporated under the laws of the Grand Duchy of Luxembourg.

The primary differences between the effective tax rate and the amount computed by applying the Luxembourg statutory rate of 24.94 % are related to losses not expected to result in tax benefits in certain jurisdictions that have a valuation allowance, permanently non-deductible compensation, withholding taxes accrued on unremitted earnings and the impact of foreign tax rate differences.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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While the Company expects to realize the remaining net deferred tax assets, changes in future taxable income or in tax laws may alter this expectation and result in future increases to the valuation allowance.

The valuation allowance for deferred tax assets as of September 30, 2024 and 2023 primarily relates to net operating loss and interest deduction limitation carryforwards that, in the judgment of the Company, are not more likely than not to be realized.

The valuation allowance for deferred tax assets as of March 31, 2025 and 2024 primarily relates to net operating loss carryforwards that, in the judgment of the Company, are not more likely than not to be realized.

The Company evaluates its tax positions and recognizes only tax benefits that, more likely than not, will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

The tax position is measured at the largest amount of benefit that has a greater than 50.0% likelihood of being realized upon settlement.

As of September 30, 2024, it is not expected that the Company's unrecognized tax benefits will decrease within twelve months.

As of March 31, 2025, it is not expected that the Company’s unrecognized tax benefits will decrease within twelve months.

COMMITMENTS AND CONTINGENCIES

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The Company’s exposure to losses, if any, is not considered probable or reasonably estimable at this time.

The Company has an agreement to purchase various types of capital equipment up to $ 5.0 million through October 2027.

As of September 30, 2024, the Company has paid $ 3.2 million to the supplier and the remaining $ 1.8 million will be paid through April 2027.

The Company’s authorized share capital is $ 4,100.0 million, consisting of 4,000.0 million Ordinary Shares with a nominal value of $ 1.00 per share and 10.0 million Redeemable Preferred Shares with a nominal value of $ 10.00 per share.

Each Ordinary Share entitles the holder thereof to one vote.

On May 23, 2024, subject to certain limits, the shareholders of the Company approved a proposal authorizing the Board to repurchase up to 25 % of the Company’s Ordinary Shares outstanding as of the date of the shareholders’ approval, being 36,310,028 Ordinary Shares, at any time during the next five years .

The Board had re-established the limit for Ordinary Share repurchases at $ 100.0 million on February 21, 2024, which is within the repurchase limit approved by the Company’s shareholders’ on May 23, 2024.

During the three and nine months ended September 30, 2024 , the Company repurchased 399 and 2,988,291 Ordinary Shares, respectively, under its Share Repurchase Plan.

The repurchased Ordinary Shares were recorded at cost and are being held in treasury.

During both the three and nine months ended September 30, 2024 , the Company issued 19,160 Ordinary Shares related to 76,640 warrants that were exercised in September 2024.

As of September 30, 2024, there were 145,240,338 Ordinary Shares, 33,766,800 warrants and 10,000,000 Redeemable Preferred Shares outstanding.

SHARE-BASED COMPENSATION

The Company does not have any material unconditional purchase obligations as of March 31, 2025.

The Company is authorized to issue 4,020,000,000 shares of capital stock, consisting of (i) 4,000,000,000 shares of Common Stock and (ii) 20,000,000 shares of Preferred Stock.

As of March 31, 2025 , there were 171,267,518 and 148,775,583 shares of Common Stock issued and outstanding, respectively.

Due to the fact that the shares of Preferred Stock are mandatorily redeemable, the Preferred Stock is classified as a liability on the accompanying consolidated balance sheets.

R efer to Note 7, “Long-Term Debt and Preferred Stock” f or additional information about the Preferred Stock.

The Board has re-established the limit for Common Stock repurchases at $ 100.0 million.

The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $ 89.0 million as of March 31, 2025.

During the three months ended March 31, 2025, the Company repurchased 888,454 shares under its Share Repurchase Plan .

The repurchased shares are recorded at cost and are being held in treasury.

STOCK-BASED COMPENSATION

2021 Equity Plan

The Company’s Board adopted, and its shareholders approved, the 2021 Equity Incentive Plan (the “2021 Equity Plan”).

A total of 31,900,000 O rdinary Shares are authorized and reserved for issuance under the 2021 Equity Plan which provides for the grant of stock options (either incentive or non-qualified), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance share units and other share-based awards with respect to the Ordinary Shares.

Shares associated with underlying awards that are expired, forfeited, or otherwise

terminated without the delivery of shares, or are settled in cash, and any shares tendered to or withheld by the Company for the payment of an exercise price or for tax withholding will again be available for issuance under the 2021 Equity Plan.

During the nine months ended September 30, 2024, the Company granted 4,655,000 performance-based non-qualified stock options ("PBNQSO") that vest based on the achievement of certain performance goals to its employees and independent directors.

T he Company recognizes compensation costs for PBNQSO granted in 2024 based on the estimated fair value of the awards on the date of grant.

The Company estimated the grant date fair value, and the resulting share-based compensation expense, using the Hull-White model.

A total of 31,900,000 shares of Common Stock are authorized and reserved for issuance under the 2021 Equity Incentive Plan (the “2021 Equity Plan”) which provides for the grant of stock options (either incentive or non-qualified), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance share units and other share-based awards with respect to the Common Stock.

Shares associated with underlying awards that are expired, forfeited, or otherwise terminated without the delivery of shares, or are settled in cash, and any shares tendered to or withheld by the Company for the payment of an exercise price or for tax withholding will again be available for issuance under the 2021 Equity Plan.

During the three months ended March 31, 2025, the Company granted 2,938,000 performance-based non-qualified stock options (“ PBNQSO”) to its executive officers, non-employee directors and other members of senior management under the 2021 Equity Plan.

The PBNQSO granted consist of two types of vesting criteria.

T he Company recognizes compensation costs for PBNQSO granted in the first three months of 2025 based on the estimated fair value of the awards on the date of grant.

The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Hull-White model or Monte Carlo model, as applicable.

The Company records forfeitures as they are incurred.

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The fair value of PBNQSO is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period.

In March 2024, based on the Company’s performance for 2023, its compensation committee verified and determined the Annual Operational Performance per Diluted Share (“AOP”) for 2023 to be $ 5.31 .

As the AOP for 2023 was below the minimum vesting AOP target of $ 12.10 , employees separated from the Company through the date of determination of the 2023 AOP relinquished 240,000 options retained by them and such options were cancelled by the Company.

As of September 30, 2024, there were 15,134,171 PBNQSO outstanding.

The exercise prices of these PBNQSO ranged from $ 2.94 to $ 14.00 per Ordinary Share and expire ten years from the grant date.

The table below summarizes the PBNQSO activity for the nine months ended September 30, 2024:

In February 2025, based on the Company’s performance for 2024, the compensation committee verified and determined the Annual Operational Performance per Diluted Share (“AOP”) for 2024 to be $ 25.02 , which was above the maximum vesting AOP target.

As of March 31, 2025, there were 17,768,071 PBNQSO outstanding.

The exercise prices of these PBNQSO ranged from $ 2.94 to $ 13.24 per share and expire ten years from the grant date.

The table below summarizes the PBNQSO activity for the three months ended March 31, 2025:

Number of Options Weighted-Average

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Cancelled — $ —

Outstanding at September 30, 2024

Outstanding at March 31, 2025

17,768,071 $ 9.01 8.00 $ 27,482

Options vested and exercisable 5,880,404 $ 9.28 7.05 $ 5,287

The assumptions used to fair value the PBNQSO granted during the nine months ended September 30, 2024 using the Hull-White model was as follows:

September 30, 2024

The assumptions used to fair value the PBNQSO granted during the three months ended March 31, 2025 using the Monte Carlo model were as follows:

March 31, 2025

Dividend yield — %

Expected volatility 39.00 % to 44.00 %

Risk-free interest rate 4.57 %

Expected volatility 49.00 %

Expected term (years) 10.00

Suboptimal exercise multiple 2.50

Drift rate 3.72 % to 4.42 %

Weighted average exercise price of options granted $ 11.80

Weighted average fair value of options granted $ 5.41

Non-cash share-based compensation expense recognized by the Company for the three and nine months ended September 30, 2024 was $ 3.3 million and $ 8.0 million, respectively.

Non-cash share-based compensation expense (benefit) recognized by the Company for the three and nine months ended September 30, 2023 was $ 1.7 million and $( 0.1 ) million, respectively.

Non-cash stock-based compensation expense recognized by the Company for the three months ended March 31, 2025, and 2024 was $ 2.7 million and $ 1.7 million, respectively.

Compensation expense is recognized based upon probability assessments of PBNQSO that are expected to vest in future periods.

Such probability assessments are subject to revision and, therefore, unrecognized compensation expense is subject to future changes in estimates.

As of September 30, 2024, there was approximately $ 21.6 million of total

unrecognized compensation expense related to non-vested PBNQSO expected to vest, which is expected to be recognized over a weighted-average period of 1.59 years.

As of March 31, 2025, there was approximately $ 30.2 million of total unrecognized compensation expense related to non-vested PBNQSO expected to vest, which is expected to be recognized over a weighted-average period of 1.7 years.

Founder Advisory Amounts

On November 9, 2021, the Company assumed the advisory agreement entered into on December 12, 2019 by EverArc ("Founder Advisory Agreement") with EverArc Founders, LLC, a Delaware limited liability company ("EverArc Founder Entity"), pursuant to which the EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, is entitled to receive both a fixed amount (the “Fixed Annual Advisory Amount”) and a variable amount (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) until the years ending December 31, 2027 and 2031, respectively.

Under the Founder Advisory Agreement, at the election of the EverArc Founder Entity, at least 50 % of the Advisory Amounts will be paid in Ordinary Shares and the remainder in cash.

The Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares ( 1.5 % of 157,137,410 Ordinary Shares outstanding on November 9, 2021) for each year through December 3 1, 2027 and is valued using the period end volume weighted average closing share price of Ordinary Shares for ten consecutive trading days.

The Variable Annual Advisory Amount for each year through December 31, 2031 is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model.

On November 9, 2021, the Company assumed the advisory agreement entered into on December 12, 2019 (“Founder Advisory Agreement”) by EverArc Holdings Limited, a company limited by shares incorporated with limited liability in the British Virgin Islands (“EverArc”), with EverArc Founders, LLC, a Delaware limited liability company ("EverArc Founder Entity"), pursuant to which the EverArc Founder Entity, for the services provided to the Company, including strategic and capital allocation advice, is entitled to receive both a fixed amount (the “Fixed Annual Advisory Amount”) and a variable amount (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) until the years ending December 31, 2027 and 2031, respectively.

Under the Founder Advisory Agreement, at the election of the EverArc Founder Entity, at least 50 % of the Advisory Amounts will be paid in shares of Common Stock and the remainder in cash.

The Fixed Annual Advisory Amount will be equal to 2,357,061 shares of Common Stock ( 1.5 % of 157,137,410 Ordinary Shares outstanding on November 9, 2021) for each year through December 31, 2027 and is valued using the period end volume weighted average closing share price of the Company’s Common Stock for ten consecutive trading days.

The Variable Annual Advisory Amount for each year through December 31, 2031 is based on the appreciation of the market price of the Company’s Common Stock if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model.

Because up to 50 % of the Advisory Amounts could be settled through a cash payment, 50 % are classified as a liability and the remaining 50 % are classified within equity.

For Advisory Amounts classified within equity, the Company does not subsequently remeasure the fair value.

For the Advisory Amounts classified as a liability, the Company remeasures the fair value at each reporting date, accordingly, the compensation expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts.

As of September 30, 2024 and December 31, 2023, the fair value of the Fixed Annual Advisory Amount was calculated to be $ 121.2 million and $ 42.5 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of Ordinary Shares of $ 12.85 and $ 4.51 , respectively.

As of September 30, 2024 and December 31, 2023, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $ 498.8 million and $ 71.3 million, respectively.

For the three and nine months ended September 30, 2024, the Company recognized an increase in the compensation expense related to the founders advisory fees-related party due to an increase in fair value for liability-classified Advisory Amounts of $ 184.2 million and $ 253.1 million, respectively.

For the three and nine months ended September 30, 2023 , the Company recognized a decrease in the compensation expense related to the founders advisory fees-related party due to a decrease in fair value for liability-classified Advisory Amounts of $ 24.5 million and $ 108.8 million, respectively.

the Advisory Amounts classified as a liability, the Company remeasures the fair value at each reporting date, accordingly, the compensation expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts.

As of March 31, 2025 and December 31, 2024, the fair value of the Fixed Annual Advisory Amount was calculated to be $ 68.4 million and $ 90.8 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of $ 9.67 and $ 12.85 , respectively.

As of March 31, 2025 and December 31, 2024, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $ 250.5 million and $ 389.3 million, respectively.

For the three months ended March 31, 2025, the Company recognized a decrease in the compensation expense related to the founders advisory fees-related party due to a decrease in fair value for liability-classified Advisory Amounts of $ 80.6 million.

For the three months ended March 31, 2024, the Company recognized an increase in the compensation expense related to the founders advisory fees-related party due to an increase in fair value for liability-classified Advisory Amounts of $ 68.3 million.

FAIR VALUE MEASUREMENTS

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The carrying value of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued expenses and other current liabilities approximates fair value due to the short-term nature of their maturities.

Borrowings under the Company’s Revolving Credit Facility accrues interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin.

Borrowings under the Company’s Revolving Credit Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin.

The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.

The carrying amount of the Company's Redeemable Preferred Shares equals the redemption price, which approximates fair value.

At September 30, 2024 and December 31, 2023, the estimated fair value of the Company's Senior Notes, calculated using Level 2 inputs, based on bid prices obtained from a broker was approximately $ 649.1 million and $ 587.9 million, respectively.

The carrying amount of the Company's Preferred Stock equals the redemption price, which approximates fair value.

At March 31, 2025 and December 31, 2024, the estimated fair value of the Company's Senior Notes, calculated using Level 2 inputs, based on bid prices obtained from a broker was approxima tely $ 633.3 million a nd $ 629.5 million, respectively.

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

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Liabilities by Hierarchy Level

The following tables set forth the Company’s liabilities that were measured at fair value on a recurring basis, by level, within the fair value hierarchy as of September 30, 2024 and December 31, 2023 (in thousands):

The following table sets forth the Company’s liabilities that were measured at fair value on a recurring basis, by level, within the fair value hierarchy as of March 31, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements Using:

September 30, 2024

March 31, 2025

Level 1 Level 2 Level 3 Total

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Founders advisory fees payable - related party $ 52,098 $ — $ 194,662 $ 246,760

The fair value of the founders advisory fees payable is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model, which requires the input of subjective assumptions, including the fair value of the underlying Ordinary Shares, the risk-free interest rate, the expected equity volatility, and the expected term of the Founder Advisory Agreement.

See Note 10, “Share-Based Compensation” for discussion of the fair value estimation on the founders advisory fees payable.

The fair value of the founders advisory fees payable is based on the appreciation of the market price of shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model, which requires the input of subjective assumptions, including the fair value of the underlying Ordinary Shares, the risk-free interest rate, the expected equity volatility, and the expected term of the Founder Advisory Agreement.

See Note 11, “Stock-Based Compensation” for discussion of the fair value estimation on the founders advisory fees payable.

Changes in Level 3 Liabilities

The reconciliations for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows (in thousands):

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Founders Advisory Fees Payable - Related Party Founders Advisory Fees Payable - Related Party

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Fair value, end of period $ 125,262 $ 93,136

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Founders Advisory Fees Payable - Related Party LaderaTech

Earn-out Founders Advisory Fees Payable - Related Party LaderaTech

Fair value, beginning of period $ 51,729 $ 7,665 $ 118,490 $ 7,273

Founders advisory fees - related party, change in fair value ( 19,414 ) — ( 86,175 ) —

Gain on contingent earn-out — ( 7,665 ) — ( 7,273 )

Fair value, end of period $ 32,315 $ — $ 32,315 $ —

During the year ended December 31, 2023, due to a downward revision in the revenue forecast of the contingent earn-out eligible fire retardant product, the Company determined that $ 7.7 million in contingent earn-out payable to LaderaTech was no longer probable.

Accordingly, the Company recorded a gain of $ 7.7 million during the year ended December 31, 2023.

For this reason, the Company no longer recognizes a contingent earn-out payable as of September 30, 2024.

RELATED PARTIES

On November 9, 2021, the Company, EverArc and the EverArc Founder Entity entered into an Assignment and Assumption Agreement (the “Founder Assignment Agreement”) pursuant to which the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the Founder Advisory Agreement.

In exchange for the services provided to the Company, including strategic and capital allocation advice, the EverArc Founder Entity is entitled to receive both the Fixed Annual Advisory Amount and the Variable Annual Advisory Amount from the Company.

The Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares ( 1.5 % of 157,137,410 Ordinary Shares outstanding ) for each year through December 3 1, 2027 and valued using the period end volume weighted average closing share price for ten consecutive trading days of Ordinary Shares.

For 2023, the EverArc Founder Entity was entitled to receive the Fixed Annual Advisory Amount of 2,357,061 Ordinary Shares or a value of $ 10.6 million, based on an average price of $ 4.51 per Ordinary Share (the “2023 Fixed Amount”).

The EverArc Founder Entity did not qualify to receive the Variable Annual Advisory Amount for 2023 as the average price of $ 4.51 per Ordinary Share for 2023 was lower than the average price of $ 13.63 per Ordinary Share established in 2021 (the “2023 Variable Amount” and together with the 2023 Fixed Amount, the “2023 Advisory Amount”).

The EverArc Founder Entity elected to receive approximately 74.6 % of the 2023 Advisory Amount in Ordinary Shares ( 1,758,464 Ordinary Shares) and approximately 25.4 % of the 2023 Fixed Amount in cash ($ 2.7 million).

On February 15, 2024, the Company issued 1,758,464 Ordinary Shares and paid $ 2.7 million in cash in satisfaction of the 2023 Advisory Amount.

As of September 30, 2024, the Company calculated the fair value of the Fixed Annual Advisory Amounts using the period end volume weighted average closing share price of Ordinary Shares for ten consecutive trading days of $ 12.85 and used a Monte Carlo simulation model to calculate the fair value of the Variable Annual Advisory Amount.

These approaches resulted in fair values of $ 121.2 million fo r the Fixed Annual Advisory Amount and $ 498.8 million for the Variable Annual Advisory Amount , of which 50 % may be paid in cash and recorded as a liability and the remaining 50 % would be settled in Ordinary Shares .

While the entire instrument is subject to the fair value calculation described above, the amount classified and recorded as equity remains consistent while the amount classified and recorded as a liability is updated each period.

For the three and nine months ended September 30, 2024, the Company recognized an increase in share-based compensation expense related to an increase in fair value for liability-classified Advisory Amounts of $ 184.2 million and $ 253.1 million primarily due to the increase in price of its Ordinary Shares .

As discussed in Note 11, “Stock-Based Compensation,” the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the key terms and conditions of the Founder Advisory Agreement previously executed between EverArc and EverArc Founder Entity.

For 2024, the average price of the Company’s Common Stock was $ 12.85 per share.

The EverArc Founder Entity was entitled to receive the Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value of $ 30.3 million, based on average price of $ 12.85 per share of Common Stock (the “2024 Fixed Amount”).

The EverArc Founder Entity was not entitled to receive the Variable Annual Advisory Amount for 2024, as the average price of $ 12.85 per share of Common Stock for 2024 was lower than the previous highest average price of $ 13.63 per Ordinary Share established in 2021.

Per the Founder Advisory Agreement, the EverArc Founder Entity elected to receive approximately 78 % of the 2024 Fixed Amount in Common Stock ( 1,837,304 shares of Common Stock) and approximately 22 % of the 2024 Fixed Amount in cash ($ 6.7 million).

On February 18, 2025, the Company issued 1,837,304 shares of Common Stock and paid $ 6.7 million in cash in satisfaction of the 2024 Fixed Amount.

REVENUE RECOGNITION

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Amounts for products sold are recognized at a point in time, whereas amounts for contract services associated with full-service and portable retardant are recognized over time.

Revenues for the three and nine months ended September 30, 2024 and 2023 are presented below (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Revenues for the three months ended March 31, 2025 and 2024 are presented below (in thousands):

Three Months Ended March 31,

Revenues from products $ 67,632 $ 57,881

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Total net sales $ 72,030 $ 59,044

(LOSS) EARNINGS PER SHARE

Basic earnings per share represents income available to ordinary shareholders divided by the weighted average number of Ordinary Shares outstanding during the reported period.

Diluted earnings per share is based upon the weighted-average number of Ordinary Shares outstanding during the period plus additional weighted-average potentially dilutive Ordinary Share equivalents during the period when the effect is dilutive.

Basic and diluted weighted average shares outstanding and (loss) earnings per share were as follows (in thousands, except share and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net (loss) income $ ( 89,167 ) $ 19,282 $ ( 150,075 ) $ 80,727

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share represents income available to common or ordinary shareholders divided by the weighted average number of Common Stock or Ordinary Shares outstanding during the reported period.

Diluted earnings (loss) per share is based upon the weighted-average number of shares outstanding during the period plus additional weighted-average potentially dilutive share equivalents during the period when the effect is dilutive.

Basic and diluted weighted average shares outstanding and earnings (loss) per share were as follows (in thousands, except share and per share data):

Three Months Ended March 31,

Net income (loss) $ 56,686 $ ( 82,558 )

Weighted-average shares outstanding:

Weighted average shares used in computing (loss) earnings per share, basic 145,222,189 153,694,160 145,247,477 155,958,492

Weighted average shares used in computing earnings (loss) per share, basic 148,556,284 145,326,933

PBNQSO 1,100,229 —

Founders advisory fees 7,071,183 —

Weighted average shares used in computing (loss) earnings per share, diluted 145,222,189 165,479,465 145,247,477 167,743,797

Basic (loss) earnings per share $ ( 0.61 ) $ 0.13 $ ( 1.03 ) $ 0.52

Diluted (loss) earnings per share $ ( 0.61 ) $ 0.12 $ ( 1.03 ) $ 0.48

As of September 30, 2024, 38.8 million Ordinary Shares issuable under the Founder Advisory Agreement towards Variable Annual Advisory Amount were excluded from the diluted earnings per share calculation as the contingency related to the instrument had not been met.

In addition, 15.1 million PBNQSO, 8.4 million Ordinary Shares equivalent warrants and 9.4 million Ordinary Shares issuable under the Founder Advisory Agreement towards Fixed Annual Advisory Amount were excluded, as applicable, from the diluted earnings per share calculation as their effect would have been anti-dilutive.

As of September 30, 2023, 11.5 million PBNQSOs and 12.9 million Ordinary Shares issuable under the Founder Advisory Agreement were excluded from the diluted earnings per share calculation as the contingencies related to such instruments had not been met.

In addition, 8.5 million Ordinary Shares equivalent warrants were excluded from the diluted earnings per share calculation as their effect would have been anti-dilutive.

Weighted average shares used in computing earnings (loss) per share, diluted 156,727,696 145,326,933

Basic earnings (loss) per share $ 0.38 $ ( 0.57 )

Diluted earnings (loss) per share $ 0.36 $ ( 0.57 )

The number of anti-dilutive securities not included in the calculation of diluted earnings per share were as follows:

Three Months Ended March 31,

PBNQSO 235,000 245,004

Founders advisory fees — 9,428,244

Warrants — 8,460,860

Total 235,000 18,134,108

SEGMENT INFORMATION

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Fire Safety and Specialty Products.

The Fire Safety segment manufactures and sells fire retardant and firefighting foam products, as well as specialized equipment and services typically offered in conjunction with these retardant and foam products.

The Specialty Products segment produces and sells P 2 S 5 used in several end markets and applications, including high quality specialty chemicals, various agricultural applications, various mining applications, and emerging electric battery technologies.

Within the high quality specialty chemicals end market, currently the Company’s largest end market application, P 2 S 5 is primarily used in the production of a family of compounds called ZDDP, which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components.

P 2 S 5 is also used in pesticide and mining chemicals applications.

Interest income, interest expense, other income (expense) and certain corporate operating expenses are neither allocated to the segments nor included in the measures of segment performance by the CODM.

The Fire Safety segment provides fire retardants and firefighting foams, as well as specialized equipment and services typically offered in conjunction with the Company’s retardant and foam products.

The Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets.

The Company’s largest end market application for the Specialty Products segment is Phosphorus Pentasulfide ("P 2 S 5 ") based lubricant additives.

P 2 S 5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies.

The Specialty Products segment also includes IMS, which is a manufacturer of electronic or electro-mechanical components of larger solutions.

The CODM is the Company's CEO.

The CODM uses Segment Adjusted EBITDA for each segment predominantly in the annual budget and the forecasting process.

The CODM considers budget/forecast-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

The Company defines Segment Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items on a segment basis.

recurring or unusual items may include acquisition and restructuring related costs, management fees and other non-recurring items.

Interest income, interest expense, other income (expense) and certain corporate operating expenses are not included in the measures of segment performance reviewed by the CODM.

The corporate category is not considered to be a segment.

The CODM is the Company's Chief Executive Officer.

The Company’s CODM uses the segment net sales and segment Adjusted EBITDA to assess the ongoing performance of the Company’s business segments and to allocate resources.

The Company defines segment Adjusted EBITDA as

earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items in a balanced manner and on a segment basis (“Segment Adjusted EBITDA”).

These non-recurring or unusual items may include acquisition, integration and restructuring related costs along with other non-recurring items.

Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Products $ 198,578 $ 97,969 $ 288,568 $ 165,718

Service and others 53,267 20,311 86,970 24,446

Total fire safety 251,845 118,280 375,538 190,164

Specialty products 36,572 24,378 99,199 72,489

Information related to net sales, Segment Adjusted EBITDA, depreciation and amortization and purchases of property and equipment are summarized below (in thousands):

Three Months Ended March 31, 2025

Fire Safety Specialty Products Total

Product $ 32,765 $ 34,867 $ 67,632

Services and others 4,398 — 4,398

Total net sales $ 37,163 $ 34,867 $ 72,030

Adjusted cost of goods sold $ 18,582 $ 22,620 $ 41,202

Adjusted selling, general and administrative expense 8,496 4,249 12,745

Segment Adjusted EBITDA $ 10,085 $ 7,998 $ 18,083

Fire safety $ 157,479 $ 56,038 $ 212,877 $ 69,209

Specialty products 12,897 5,431 34,543 16,366

Total Segment Adjusted EBITDA 170,376 61,469 247,420 85,575

Depreciation and amortization 16,893

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Founders advisory fees - related party ( 80,613 )

Intangible impairment — 40,738 — 40,738

Non-recurring expenses 1,468

Share-based compensation expense (benefit) 3,312 1,749 8,048 ( 130 )

Gain on contingent earn-out — ( 7,665 ) — ( 7,273 )

Foreign currency (gain) loss ( 1,354 ) 1,384 163 756

(Loss) income before income taxes $ ( 44,090 ) $ 23,061 $ ( 96,792 ) $ 78,917

SUBSEQUENT EVENT

On July 31, 2024, the Company filed a registration statement on Form S-4 with a preliminary proxy statement seeking shareholder approval to convert PSSA into a corporation incorporated under the laws of the State of Delaware (the “Redomiciliation Transaction”), after which, PSSA will continue as an entity under the name “Perimeter Solutions, Inc.” and the existing PSSA shareholders would hold shares of common stock in Perimeter Solutions, Inc.

rather than in PSSA.

On October 25, 2024, the Company filed Amendment No.

1 to the registration statement on Form S-4 to amend certain information on the registration statement on Form S-4 filed on July 31, 2024.

The Company expects to complete the Redomiciliation Transaction by December 31, 2024, subject to shareholder approval at a special meeting of shareholders on November 20, 2024.

The Company is currently evaluating the potential impact on deferred taxes, resulting from and subject to the completion of the Redomiciliation Transaction.

Share-based compensation expense 2,671

Foreign currency gain ( 1,159 )

Income before income taxes $ 69,179

Depreciation and amortization $ 12,765 $ 4,128 $ 16,893

Purchases of property and equipment $ 3,262 $ 1,551 $ 4,813

Three Months Ended March 31, 2024

Fire Safety Specialty Products Total

Product $ 23,992 $ 33,889 $ 57,881

Services and others 1,163 — 1,163

Total net sales 25,155 33,889 59,044

Adjusted cost of goods sold $ 16,852 $ 18,775 $ 35,627

Adjusted selling, general and administrative expense 8,544 2,737 11,281

Segment Adjusted EBITDA $ ( 241 ) $ 12,377 $ 12,136

Depreciation and amortization 16,412

Interest and financing expense 10,648

Founders advisory fees - related party 68,333

Non-recurring expenses 540

Share-based compensation expense 1,742

Foreign currency loss 1,293

Loss before income taxes $ ( 86,832 )

Depreciation and amortization $ 12,889 $ 3,523 $ 16,412

Purchases of property and equipment $ 793 $ 760 $ 1,553

Total segment assets reconciled to consolidated amounts are as follows:

March 31, 2025

Fire Safety Specialty Products Total

Segment assets 52,584 217,871 $ 270,455

Cash and cash equivalents 200,050

Goodwill 1,039,306

Customer lists, net 629,616

Technology and patents, net 172,864

Tradenames, net 86,209

Tax assets 6,646

Total consolidated assets 2,405,146

December 31, 2024

Fire Safety Specialty Products Total

Segment assets 83,677 189,912 $ 273,589

Cash and cash equivalents 198,456

Goodwill 1,034,543

Customer lists, net 637,745

Technology and patents, net 173,307

Tradenames, net 87,365

Tax assets 11,389

Total consolidated assets 2,416,394

Net sales by geographical area is as follows (in thousands):

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

United States 68 % 68 %

Other international sales (1)

Total net sales 100 % 100 %

(1) The Company did not have net sales in excess of 10% in any other countries for the three months ended March 31, 2025 and 2024.

Property, plant and equipment, net by geographical area consisted of the following (in thousands):

March 31, 2025 December 31, 2024

United States $ 49,131 $ 46,580

Canada 2,205 2,180

Germany 12,788 12,643

Other foreign jurisdictions 3,562 3,374

Total property, plant and equipment, net $ 67,686 $ 64,777

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements