What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-30 compared with 2025-08-07 · 128 added, 110 removed, 595 unchanged (29% of the section changed)

4 unchanged sentences

(in thousands, except share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ASSETS (Unaudited)

34 unchanged sentences

173,301,872 and 169,426,114 shares issued;

145,914,429 and 147,822,633 shares outstanding at June 30, 2025 and December 31, 2024, respectively

147,923,716 and 147,822,633 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost;

25,378,156 and 21,603,481 shares at June 30, 2025 and December 31, 2024, respectively

25,378,156 and 21,603,481 shares at September 30, 2025 and December 31, 2024, respectively

( 168,197 ) ( 127,827 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE LOSS

(in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

8 unchanged sentences

Total operating expenses 286,456 216,461 364,524 340,276

Operating (loss) income ( 26,226 ) 45,018 51,581 ( 29,846 )

Operating loss ( 87,347 ) ( 35,239 ) ( 35,766 ) ( 65,085 )

Other expense (income):

Interest expense, net 9,870 10,054 29,444 31,292

Foreign currency (gain) loss ( 2,096 ) 224 ( 3,255 ) 1,517

Foreign currency loss (gain) 6 ( 1,354 ) ( 3,249 ) 163

Other (income) expense, net ( 73 ) 151 ( 142 ) 252

Total other expense, net 9,803 8,851 26,053 31,707

(Loss) income before income taxes ( 33,848 ) 34,130 35,331 ( 52,702 )

Loss before income taxes ( 97,150 ) ( 44,090 ) ( 61,819 ) ( 96,792 )

Income tax benefit (expense) 6,490 ( 45,077 ) ( 4,316 ) ( 53,283 )

Net (loss) income ( 32,161 ) 21,650 24,525 ( 60,908 )

Other comprehensive income (loss), net of tax:

Net loss ( 90,660 ) ( 89,167 ) ( 66,135 ) ( 150,075 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 2,327 ) 10,637 29,678 4,105

Total comprehensive (loss) income $ ( 8,041 ) $ 20,661 $ 56,530 $ ( 67,440 )

Total comprehensive loss $ ( 92,987 ) $ ( 78,530 ) $ ( 36,457 ) $ ( 145,970 )

(Loss) earnings per share:

20 unchanged sentences

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

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

Shares issued upon exercise of options 4,100 — — — 41 — — 41

Net income — — — — — — 56,686 56,686

3 unchanged sentences

Shares repurchased — — 2,886,221 ( 32,187 ) — — — ( 32,187 )

Options exercised 25,067 — — — 251 — — 251

Shares issued upon exercise of options 25,067 — — — 251 — — 251

Net loss — — — — — — ( 32,161 ) ( 32,161 )

1 unchanged sentence

Balance, June 30, 2025 171,292,585 $ 17 25,378,156 $ ( 168,197 ) $ 1,916,236 $ ( 7,227 ) $ ( 562,198 ) $ 1,178,631

Stock-based compensation — — — — 6,519 — — 6,519

Shares issued upon exercise of options 2,009,287 — — — 19,185 — — 19,185

Net loss — — — — — — ( 90,660 ) ( 90,660 )

Other comprehensive loss — — — — — ( 2,327 ) — ( 2,327 )

Balance, September 30, 2025 173,301,872 $ 17 25,378,156 $ ( 168,197 ) $ 1,941,940 $ ( 9,554 ) $ ( 652,858 ) $ 1,111,348

See accompanying notes to condensed consolidated financial statements.

22 unchanged sentences

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

Stock-based compensation — — — — 3,312 — — 3,312

Shares repurchased — — 399 ( 3 ) — — — ( 3 )

Warrants exercised 19,160 19 — — 211 — — 230

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

Other comprehensive income — — — — — 10,637 — 10,637

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.

3 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

Net income (loss) $ 24,525 $ ( 60,908 )

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

Net loss $ ( 66,135 ) $ ( 150,075 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Founders advisory fees - related party (change in fair value) 263,954 253,097

25 unchanged sentences

Purchase of businesses, net of cash acquired ( 22,000 ) —

Net cash (used in) provided by investing activities ( 42,803 ) 187

Net cash used in investing activities ( 59,825 ) ( 3,688 )

Cash flows from financing activities:

54 unchanged sentences

Accounting Policies

As of June 30, 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.

As of September 30, 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

14 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials and manufacturing supplies $ 62,690 $ 65,872

30 unchanged sentences

Total accrued expenses and other current liabilities $ 71,875 $ 30,450

Depreciation expense related to property, plant and equipment was $ 3.3 million and $ 6.1 million for the three and six months ended June 30, 2025, respectively, and $ 2.6 million and $ 5.2 million , for the three and six months ended June 30, 2024 respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

As of June 30, 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 all in cash.

Depreciation expense related to property, plant and equipment was $ 3.6 million and $ 9.7 million for the three and nine months ended September 30, 2025, respectively, and $ 2.7 million and $ 7.9 million , for the three and nine months ended September 30, 2024 respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2025 and December 31, 2024, the allowance for doubtful accounts was immaterial.

BUSINESS COMBINATIONS

On March 28, 2025, the Company 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 cash purchase price of $ 10.0 million.

The product lines will be integrated into the Company’s IMS business within the Specialty Products segment.

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 condensed consolidated balance sheet, including inventories, intangible assets, property, plant and equipment, goodwill and contractual liabilities.

1 unchanged sentence

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

The Company expects that all of the approximately $ 0.6 million of goodwill and $ 2.1 million of other intangible assets recognized for the acquisition will be deductible for tax purposes over 15 years.

On September 12, 2025, the Company 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 cash purchase price of $ 12.0 million.

The product lines will be integrated into the Company’s IMS business within the Specialty Products segment.

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.

The Company expects that all of the approximately $ 1.3 million of goodwill and $ 7.4 million of other intangible assets recognized for the acquisition will be deductible for tax purposes over 15 years.

Pro-forma net sales and results of operations have not been presented for the IMS product line acquisitions because the effect of these acquisitions on the Company's condensed consolidated financial statements were not material individually or in the aggregate.

GOODWILL AND OTHER INTANGIBLE ASSETS

5 unchanged sentences

Foreign currency translation 12,268 5,249 17,517

Balance, June 30, 2025

Balance, September 30, 2025

$ 865,022 $ 188,756 $ 1,053,778

Intangible assets and related accumulated amortization as of June 30, 2025 and December 31, 2024 are as follows (in thousands):

June 30, 2025

Intangible assets and related accumulated amortization as of September 30, 2025 and December 31, 2024 are as follows (in thousands):

September 30, 2025

(in years) Gross Value Accumulated Impairment Foreign

3 unchanged sentences

Customer lists 10 to 20 $ 773,000 $ — $ ( 5,511 ) $ ( 146,853 ) $ 620,636

Technology and patents (1) 4 to 20 274,426 ( 40,738 ) ( 1,394 ) ( 45,800 ) 186,494

Technology and patents (1)

4 to 20 275,426 ( 40,738 ) ( 814 ) ( 50,762 ) 183,112

Tradenames 10 to 20 104,900 — ( 942 ) ( 19,492 ) 84,466

Balance, June 30, 2025

Balance, September 30, 2025

$ 1,153,326 $ ( 40,738 ) $ ( 7,267 ) $ ( 217,107 ) $ 888,214

1 unchanged sentence

and simultaneously acquired related intangible assets, property, plant and equipment, and inventories.

The total purchase consideration for the asset acquisition was $ 20.0 million in cash, of which $ 15.2 million was allocated to the technology-related intangible assets.

The total purchase consideration for the asset acquisition was $ 20.0 million in cash, of which $ 15.2 million was allocated to the technology-

related intangible assets.

The acquired technology-related intangible assets will be amortized on a straight-line basis over its estimated useful life of 4 years.

9 unchanged sentences

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

Amortization expense for definite-lived intangible assets was $ 14.6 million and $ 28.7 million for the three and six months ended June 30, 2025 respectively, and $ 13.8 million and $ 27.6 million , for the three and six months ended June 30, 2024, respectively.

Amortization expense for definite-lived intangible assets was $ 15.2 million and $ 43.9 million for the three and nine months ended September 30, 2025 respectively, and $ 13.8 million and $ 41.3 million , for the three and nine months ended September 30, 2024, respectively.

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

2 unchanged sentences

Total $ 888,214

Lease cost for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Lease cost for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

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

2025 2024 2025 2024

9 unchanged sentences

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

As of June 30, 2025, the weighted-average remaining lease terms of the Company’s operating leases and finance leases were approximately 8.6 years and 5.9 years, respectively, and the weighted-average discount rates applied were 7.0 % and 7.6 %, respectively.

Supplemental cash flow information related to leases for the six months end ed June 30, 2025 and 2024 is as follows (in thousands):

Six Months Ended June 30,

As of September 30, 2025, the weighted-average remaining lease terms of the Company’s operating leases and finance leases were approximately 8.2 years and 5.7 years, respectively, and the weighted-average discount rates applied were 7.0 % and 7.5 %, respectively.

Supplemental cash flow information related to leases for the nine months end ed September 30, 2025 and 2024 is as follows (in thousands):

Nine Months Ended September 30,

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

6 unchanged sentences

Net change in operating lease right-of-use assets due to lease modifications resulting in reclassification of leases from operating to finance $ ( 56 ) $ ( 34 )

As of June 30, 2025 , the estimated future minimum payment obligations for non-cancelable operating and finance leases are as follows (in thousands):

As of September 30, 2025 , the estimated future minimum payment obligations for non-cancelable operating and finance leases are as follows (in thousands):

Operating Leases Finance Leases

10 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Senior Notes $ 675,000 $ 675,000

1 unchanged sentence

Long-term debt, net $ 668,778 $ 667,774

Maturities of long-term debt as of June 30, 2025 are as follows (in thousands):

Maturities of long-term debt as of September 30, 2025 are as follows (in thousands):

Years Ending December 31,

6 unchanged sentences

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 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.

1 unchanged sentence

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 (loss) income.

As of June 30, 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.

As of September 30, 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”).

14 unchanged sentences

and change the Company’s line of business.

As of June 30, 2025, the Company was in compliance with all covenants.

Deferred financing costs incurred in connection with securing the Senior Notes were capitalized and are 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 (loss) income.

As of September 30, 2025, the Company was in compliance with all covenants.

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.

3 unchanged sentences

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

As of June 30, 2025, the Company had issued 10 million shares of Preferred Stock, par value $ 0.0001 per share, stated value $ 100.0 million.

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 on the accompanying condensed consolidated balance sheets, and $ 1.8 million and $ 3.7 million of dividends on these shares of Preferred Stock were recorded as interest expense for the three and six months ended June 30, 2025, respectively, and $ 1.8 million and $ 3.5 million were recorded as interest expense for the three and six months ended June 30, 2024, respectively, in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

Preferred dividends in arrears were $ 15.0 million and $ 12.8 million at June 30, 2025 and December 31, 2024, respectively.

As of September 30, 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 on the accompanying condensed consolidated balance sheets, and $ 1.8 million and $ 5.5 million of dividends on these shares of Preferred Stock were recorded as interest expense for the three and nine months ended September 30, 2025, respectively, and $ 1.8 million and $ 5.3 million were recorded as interest expense for the three and nine months ended September 30, 2024, respectively, in the accompanying condensed consolidated statements of operations and comprehensive loss.

Preferred dividends in arrears were $ 16.1 million and $ 12.8 million at September 30, 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 June 30, 2025 and December 31, 2024, the redemption price was $ 115.0 million and $ 112.8 million, respectively.

At September 30, 2025 and December 31, 2024, the redemption price was $ 116.1 million and $ 112.8 million, respectively.

The Company is subject to U.S.

2 unchanged sentences

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 was 4.98 % and 30.59 % for the three and six months ended June 30, 2025, respectively.

The Company’s effective tax rate was 6.68 % and ( 6.98 )% for the three and nine months ended September 30, 2025, respectively.

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

1 unchanged sentence

state taxes, permanently nondeductible compensation, withholding taxes accrued on unremitted earnings, and the impact of foreign tax rate differences.

The Company’s effective tax rate was 36.57 % and ( 15.57 )% for the three and six months ended June 30, 2024, respectively.

The Company’s effective tax rate was ( 102.24 )% and ( 55.05 )% for the three and nine months ended September 30, 2024, respectively.

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.

2 unchanged sentences

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available

carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

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 June 30, 2025, and December 31, 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 valuation allowance for deferred tax assets as of September 30, 2025, and December 31, 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 June 30, 2025, it is not expected that the Company's unrecognized tax benefits will decrease within twelve months.

On July 4, 2025, “An Act to provide for reconciliation pursuant to title II of H.

2 unchanged sentences

tax law including full expensing of qualified capital expenditures, full expensing of domestic research and development expenditures, modification of limitation on business interest, and modifications to the international tax framework.

The Company is still in the process of evaluating the OBBBA and has determined that an estimate of the financial impact cannot be made at this time.

The Company is required under U.S.

GAAP to recognize the effects of the new legislation in its financial statements in the period of enactment.

The impact to the Company’s effective tax rate for the three and nine months ended September 30, 2025 was immaterial.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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

The Company does not have any material unconditional purchase obligations as of June 30, 2025.

The Company does not have any material unconditional purchase obligations as of September 30, 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 June 30, 2025 , there were 171,292,585 and 145,914,429 shares of Common Stock issued and outstanding, respectively.

As of September 30, 2025 , there were 173,301,872 and 147,923,716 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 condensed consolidated balance sheets.

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

On May 7, 2025, the Board 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 $ 78.3 million as of June 30, 2025 (the “Share Repurchase Plan”).

During the three and six months ended June 30, 2025, the Company repurchased 2,886,221 and 3,774,675 shares, respectively, under its Share Repurchase Plan .

During the three and six months ended June 30, 2024, the Company repurchased 18,535 and 2,987,892 shares, respectively.

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

On August 6, 2025, the Board re-established the limit for Common Stock repurchases at $ 100.0 million.

The Company expects to periodically re-establish the limit for Common Stock repurchases based on subsequent repurchase activity.

The approximate dollar value of shares that may yet be repurchased under the share repurchase plan was $ 100.0 million as of September 30, 2025 (the “Share Repurchase Plan”).

During the three months ended September 30, 2025, the Company did not repurchase any shares under its Share Repurchase Plan.

For the nine months ended September 30, 2025, the Company repurchased 3,774,675 shares under the Share Repurchase Plan .

During the three and nine months ended September 30, 2024, the Company repurchased 399 and 2,988,291 shares, respectively.

The repurchased shares are 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.

STOCK-BASED COMPENSATION

2 unchanged sentences

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 six months ended June 30, 2025, the Company grante d 3,010,500 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.

During the nine months ended September 30, 2025, the Company grante d 3,010,500 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 six months of 2025 based on the estimated fair value of the awards on the date of grant.

T he Company recognizes compensation costs for PBNQSO granted in the first nine 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.

3 unchanged sentences

In February 2025, based on the Company’s 2024 performance, 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 June 30, 2025, there w ere 17,100,503 PBNQSO outstanding.

As of September 30, 2025, there w ere 15,573,190 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 six months ended June 30, 2025:

The table below summarizes the PBNQSO activity for the nine months ended September 30, 2025:

Number of Options Weighted-Average

11 unchanged sentences

Cancelled/Expired ( 38,647 ) $ 10.00

Outstanding at June 30, 2025

Outstanding at September 30, 2025

15,573,190 $ 8.96 7.63 $ 209,108

Options vested and exercisable 3,790,023 $ 9.09 6.72 $ 50,407

The assumptions used to fair value the PBNQSO granted during the six months ended June 30, 2025 using the Monte Carlo model were as follows:

June 30, 2025

The assumptions used to fair value the PBNQSO granted during the nine months ended September 30, 2025 using the Monte Carlo model were as follows:

September 30, 2025

Dividend yield — %

5 unchanged sentences

Weighted average fair value of options granted $ 5.38

Non-cash stock-based compensation expense recognized by the Company for the three and six months ended June 30, 2025, was $ 2.2 million and $ 4.9 million, respectively.

Non-cash stock-based compensation expense recognized by the Company for the three and six months ended June 30, 2024 was $ 3.0 million and $ 4.7 million, respectively.

Non-cash stock-based compensation expense recognized by the Company for the three and nine months ended September 30, 2025, was $ 6.5 million and $ 11.4 million, respectively.

Non-cash stock-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.

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 June 30, 2025, there was approximately $ 26.2 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 1.8 years .

As of September 30, 2025, there was approximately $ 23.0 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 1.6 years .

Founder Advisory Amounts

2 unchanged sentences

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.

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.

2 unchanged sentences

Accordingly, the Company believes that 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 June 30, 2025 and December 31, 2024, the fair value of the Fixed Annual Advisory Amount was calculated to be $ 96.3 million and $ 90.8 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of $ 13.62 and $ 12.85 , respectively.

As of June 30, 2025 and December 31, 2024, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $ 416.4 million and $ 389.3 million, respectively.

For the three and six months ended June 30, 2025, 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 $ 96.9 million and $ 16.3 million, respectively.

For the three and six months ended June 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 $ 0.6 million and $ 68.9 million, respectively.

As of September 30, 2025 and December 31, 2024, the fair value of the Fixed Annual Advisory Amount was calculated to be $ 154.8 million and $ 90.8 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of $ 21.89 and $ 12.85 , respectively.

As of September 30, 2025 and December 31, 2024, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $ 853.3 million and $ 389.3 million, respectively.

For the three and nine months ended September 30, 2025, 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 $ 247.7 million and $ 264.0 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.

FAIR VALUE MEASUREMENTS

4 unchanged sentences

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

At June 30, 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 $ 653.9 million a nd $ 629.5 million, respectively.

At September 30,

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 $ 660.7 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.

8 unchanged sentences

Liabilities by Hierarchy Level

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 June 30, 2025 and December 31, 2024 (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 September 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements Using:

June 30, 2025

September 30, 2025

Level 1 Level 2 Level 3 Total

6 unchanged sentences

The reconciliation for the portion of founders advisory fees payable - related party which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

5 unchanged sentences

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 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 an 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.

4 unchanged sentences

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 six months ended June 30, 2025 and 2024 are presented below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Revenues for the three and nine months ended September 30, 2025 and 2024 are presented below (in thousands):

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

2025 2024 2025 2024

7 unchanged sentences

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

Net (loss) income $ ( 32,161 ) $ 21,650 $ 24,525 $ ( 60,908 )

Weighted-average shares outstanding:

Weighted average shares used in computing (loss) earnings per share, basic 147,055,804 145,236,526 147,779,470 145,279,938

PBNQSO — — 1,188,480 —

Founders advisory fees — 9,428,244 7,071,183 —

Weighted average shares used in computing (loss) earnings per share, diluted 147,055,804 154,664,770 156,039,133 145,279,938

Net loss $ ( 90,660 ) $ ( 89,167 ) $ ( 66,135 ) $ ( 150,075 )

Weighted average shares used in computing (loss) earnings per share, basic and diluted 146,803,539 145,222,189 147,923,437 145,247,477

Basic (loss) earnings per share $ ( 0.62 ) $ ( 0.61 ) $ ( 0.45 ) $ ( 1.03 )

1 unchanged sentence

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

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

16 unchanged sentences

Segment Adjusted EBITDA is defined as income (loss) before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items.

These items include (i) restructuring and transaction related costs (ii) founder advisory fee expenses, (iii) stock-based compensation expense and (iv) foreign currency loss (gain).

These items include (i) restructuring, (ii) acquisition related costs (iii) founder advisory fee expenses, (iv) stock-based compensation expense and (v) foreign currency loss (gain).

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.

1 unchanged sentence

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Fire Safety Specialty Products Total

9 unchanged sentences

Non-recurring expenses 562

Acquisition costs 33

Stock-based compensation expense 6,519

Foreign currency gain ( 2,096 )

Foreign currency loss 6

Loss before income taxes $ ( 97,150 )

1 unchanged sentence

Purchases of property and equipment $ 1,724 $ 3,298 $ 5,022

Purchase of intangible assets $ 15,226 $ — $ 15,226

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Fire Safety Specialty Products Total

10 unchanged sentences

Stock-based compensation expense 3,312

Foreign currency loss 224

Income before income taxes $ 34,130

Foreign currency gain ( 1,354 )

Loss before income taxes $ ( 44,090 )

Depreciation and amortization $ 12,819 $ 3,625 $ 16,444

Purchases of property and equipment $ 2,303 $ 1,572 $ 3,875

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Fire Safety Specialty Products Total

9 unchanged sentences

Non-recurring expenses 1,508

Acquisition costs 862

Stock-based compensation expense 11,428

Foreign currency gain ( 3,249 )

Income before income taxes $ 35,331

Loss before income taxes $ ( 61,819 )

Depreciation and amortization $ 40,818 $ 12,792 $ 53,610

1 unchanged sentence

Purchase of intangible assets $ 15,226 $ — $ 15,226

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Fire Safety Specialty Products Total

15 unchanged sentences

Total segment assets reconciled to consolidated amounts are as follows (in thousands):

June 30, 2025

September 30, 2025

Fire Safety Specialty Products Total

5 unchanged sentences

Tradenames, net 84,466

Tax assets 428

Total consolidated assets $ 2,645,439

10 unchanged sentences

Net sales by geographical area are as follows:

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

United States 83 % 83 % 77 % 80 %

Canada 13 % 6 % 9 % 4 %

Other international sales (1)

1 unchanged sentence

Total net sales 100 % 100 % 100 % 100 %

(1) The Company did not have net sales in excess of 10% in any other countries for the three and six months ended June 30, 2025, and June 30, 2024.

(1) The Company did not have net sales in excess of 10% in any other countries for the three and nine months ended September 30, 2025 and 2024.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

United States $ 61,873 $ 46,580

3 unchanged sentences

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