Perimeter Solutions, Inc. 10-Q

Item 1. Financial Statements PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) September 30, 2025 December 31, 2024 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 340,647 $ 198,456 Accounts receivable, net 106,688 56,048 Inventories 130,139 116,347 Prepaid expenses and other current assets 6,680 23,173 Total current assets 584,154 394,024 Property, plant and equipment, net 81,554 64,777 Operating lease right-of-use assets 31,281 17,298 Finance lease right-of-use assets 5,929 6,173 Goodwill 1,053,778 1,034,543 Customer lists, net 620,636 637,745 Technology and patents, net 183,112 173,307 Tradenames, net 84,466 87,365 Other assets, net 529 1,162 Total assets $ 2,645,439 $ 2,416,394 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 30,542 $ 23,519 Accrued expenses and other current liabilities 71,875 30,450 Founders advisory fees payable - related party 151,582 6,677 Deferred revenue 9,647 1,842 Total current liabilities 263,646 62,488 Long-term debt, net 668,778 667,774 Operating lease liabilities, net of current portion 28,824 15,540 Finance lease liabilities, net of current portion 5,831 6,013 Deferred income taxes 95,750 152,203 Founders advisory fees payable - related party 352,455 240,083 Preferred stock 113,416 109,966 Preferred stock - related party 2,681 2,831 Other non-current liabilities 2,710 2,226 Total liabilities 1,534,091 1,259,124 Commitments and contingencies (Note 9) Stockholder’s equity: Common stock, $ 0.0001 par value per share, 4,000,000,000 shares authorized; 173,301,872 and 169,426,114 shares issued; 147,923,716 and 147,822,633 shares outstanding at September 30, 2025 and December 31, 2024, respectively 17 17 Treasury stock, at cost; 25,378,156 and 21,603,481 shares at September 30, 2025 and December 31, 2024, respectively ( 168,197 ) ( 127,827 ) Additional paid-in capital 1,941,940 1,911,035 Accumulated other comprehensive loss ( 9,554 ) ( 39,232 ) Accumulated deficit ( 652,858 ) ( 586,723 ) Total stockholders’ equity 1,111,348 1,157,270 Total liabilities and stockholders’ equity $ 2,645,439 $ 2,416,394 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net sales $ 315,443 $ 288,417 $ 550,112 $ 474,737 Cost of goods sold 116,334 107,195 221,354 199,546 Gross profit 199,109 181,222 328,758 275,191 Operating expenses: Selling, general and administrative expense 23,477 18,520 55,743 45,888 Amortization expense 15,199 13,765 43,902 41,291 Founders advisory fees - related party 247,684 184,176 263,954 253,097 Other operating expense 96 — 925 — Total operating expenses 286,456 216,461 364,524 340,276 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 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 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 ( 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 $ ( 92,987 ) $ ( 78,530 ) $ ( 36,457 ) $ ( 145,970 ) (Loss) earnings per share: Basic $ ( 0.62 ) $ ( 0.61 ) $ ( 0.45 ) $ ( 1.03 ) Diluted $ ( 0.62 ) $ ( 0.61 ) $ ( 0.45 ) $ ( 1.03 ) Weighted average number of shares outstanding: Basic 146,803,539 145,222,189 147,923,437 145,247,477 Diluted 146,803,539 145,222,189 147,923,437 145,247,477 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share data) (Unaudited) Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity 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 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 ) Shares issued upon exercise of options 4,100 — — — 41 — — 41 Net income — — — — — — 56,686 56,686 Other comprehensive income — — — — — 7,885 — 7,885 Balance, March 31, 2025 171,267,518 $ 17 22,491,935 $ ( 136,010 ) $ 1,913,747 $ ( 31,347 ) $ ( 530,037 ) $ 1,216,370 Stock-based compensation — — — — 2,238 — — 2,238 Shares repurchased — — 2,886,221 ( 32,187 ) — — — ( 32,187 ) Shares issued upon exercise of options 25,067 — — — 251 — — 251 Net loss — — — — — — ( 32,161 ) ( 32,161 ) Other comprehensive income — — — — — 24,120 — 24,120 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. 8 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share data) (Unaudited) Ordinary Shares Treasury Shares Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity 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 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, March 31, 2024 166,824,659 $ 166,825 21,584,547 $ ( 127,685 ) $ 1,701,147 $ ( 25,253 ) $ ( 663,376 ) $ 1,051,658 Stock-based compensation — — — — 2,994 — — 2,994 Shares repurchased — — 18,535 ( 139 ) — — — ( 139 ) Net income — — — — — — 21,650 21,650 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 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. 9 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from 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 Depreciation and amortization expense 53,610 49,215 Interest and payment-in-kind on preferred stock 5,499 5,292 Stock-based compensation 11,428 8,048 Non-cash lease expense 4,841 3,875 Deferred income taxes ( 58,172 ) 663 Amortization of deferred financing costs 1,342 1,291 Foreign currency (gain) loss ( 3,249 ) 163 Loss on disposal of assets 10 13 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable ( 48,962 ) ( 57,880 ) Inventories 316 37,373 Prepaid expenses and other current assets 5,460 1,571 Accounts payable 6,639 1,375 Deferred revenue 7,805 8,792 Income taxes payable, net 33,049 21,510 Accrued expenses and other current liabilities 13,136 16,151 Founders advisory fees - related party (cash settled) ( 6,677 ) ( 2,702 ) Operating lease liabilities ( 3,363 ) ( 2,426 ) Finance lease liabilities ( 367 ) ( 374 ) Other, net ( 615 ) ( 597 ) Net cash provided by operating activities 219,549 194,375 Cash flows from investing activities: Purchase of property and equipment ( 22,599 ) ( 9,071 ) Purchase of intangible assets ( 15,226 ) — Proceeds from short-term investments — 5,383 Purchase of businesses, net of cash acquired ( 22,000 ) — Net cash used in investing activities ( 59,825 ) ( 3,688 ) Cash flows from financing activities: Common stock repurchased ( 40,370 ) — Ordinary shares repurchased — ( 14,420 ) Proceeds from exercises of options 19,477 — Principal payments on finance lease obligations ( 689 ) ( 544 ) Net cash used in financing activities ( 21,582 ) ( 14,964 ) Effect of foreign currency on cash and cash equivalents 4,049 54 Net change in cash and cash equivalents 142,191 175,777 Cash and cash equivalents, beginning of period 198,456 47,276 Cash and cash equivalents, end of period $ 340,647 $ 223,053 Supplemental disclosures of cash flow information: Cash paid for interest $ 19,870 $ 20,286 Cash paid for income taxes $ 28,237 $ 31,414 See accompanying notes to condensed consolidated financial statements 10 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. 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 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 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; mobile retardant bases; retardant ground application units; mobile foam equipment; and equipment that it custom designs and manufactures to meet specific customer needs. 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 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned, after elimination of intercompany transactions and balances. Use of Estimates 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 11 Table of Contents 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 fair value of purchase consideration and assets acquired and liabilities assumed in a business combination, the useful lives of long-lived assets, the fair value of financial assets and liabilities, indefinite life intangible assets, stock options, and founder advisory fees. Actual results could differ from those estimates. Accounting Policies 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 In November 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. 2023-09, Income Taxes (Topic 740): 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. The Company adopted this ASU prospectively for the annual period beginning on January 1, 2025. While the Company expects that the adoption of this standard will expand its disclosures within the “Income Taxes” note on its Form 10-K, the Company does not expect such adoption to have any impact on its financial position or results of operations. 12 Table of Contents 3. BALANCE SHEET COMPONENTS Details of certain balance sheet items are presented below (in thousands): September 30, 2025 December 31, 2024 Inventories: Raw materials and manufacturing supplies $ 62,690 $ 65,872 Work in process 494 286 Finished goods 66,955 50,189 Total inventories $ 130,139 $ 116,347 Prepaid Expenses and Other Current Assets: Advance to vendors $ 118 $ 2,471 Prepaid insurance 1,098 3,667 Prepaid value-added taxes 1,947 2,552 Income tax receivable — 11,091 Other 3,517 3,392 Total prepaid expenses and other current assets $ 6,680 $ 23,173 Property, Plant and Equipment: Buildings $ 4,077 $ 3,912 Leasehold improvements 3,253 2,975 Furniture and fixtures 569 584 Machinery and equipment 97,288 74,406 Vehicles 4,635 4,317 Construction in progress 10,115 9,721 Total property, plant and equipment, gross 119,937 95,915 Less: accumulated depreciation ( 38,383 ) ( 31,138 ) Total property, plant and equipment, net $ 81,554 $ 64,777 Accrued Expenses and Other Current Liabilities: Accrued bonus $ 6,831 $ 6,216 Accrued salaries 2,948 1,514 Accrued employee benefits 1,350 1,381 Accrued interest 16,262 8,448 Accrued purchases 6,825 2,558 Accrued taxes 26,220 3,185 Operating lease liabilities 3,670 2,677 Finance lease liabilities 751 732 Other 7,018 3,739 Total accrued expenses and other current liabilities $ 71,875 $ 30,450 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. 13 Table of Contents 4. 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. 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 $ 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 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, and goodwill. 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. 5. GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): Fire Safety Specialty Products Total Balance, December 31, 2024 $ 852,754 $ 181,789 $ 1,034,543 Purchase price allocation and measurement period adjustments for business combinations — 1,718 1,718 Foreign currency translation 12,268 5,249 17,517 Balance, September 30, 2025 $ 865,022 $ 188,756 $ 1,053,778 Intangible assets and related accumulated amortization as of September 30, 2025 and December 31, 2024 are as follows (in thousands): September 30, 2025 Estimated Useful Life (in years) Gross Value Accumulated Impairment Foreign Currency Translation Accumulated Amortization Net Book Value Definite Lived Intangible Assets: Customer lists 10 to 20 $ 773,000 $ — $ ( 5,511 ) $ ( 146,853 ) $ 620,636 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, September 30, 2025 $ 1,153,326 $ ( 40,738 ) $ ( 7,267 ) $ ( 217,107 ) $ 888,214 (1) In May 2025, the Company settled its trade secret litigation with a subsidiary of Compass Minerals International, Inc. 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- 14 Table of Contents 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. December 31, 2024 Estimated Useful Life (in years) Gross Value Accumulated Impairment Foreign Currency Translation Accumulated Amortization Net Book Value Definite Lived Intangible Assets: 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 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): Amount 2025 remaining $ 14,977 2026 59,907 2027 59,907 2028 59,907 2029 57,686 Thereafter 635,830 Total $ 888,214 6. LEASES 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 Operating lease cost (1) $ 1,562 $ 888 $ 3,708 $ 2,640 Finance lease cost: Amortization of right-of-use assets 249 236 764 836 Interest on lease liabilities 117 129 369 399 Total lease cost $ 1,928 $ 1,253 $ 4,841 $ 3,875 Reported in: Cost of goods sold $ 1,777 $ 1,112 $ 4,340 $ 3,435 Selling, general and administrative expense 151 141 501 440 Total lease cost $ 1,928 $ 1,253 $ 4,841 $ 3,875 (1) Operating lease cost does not include short-term leases or variable costs, all of which are immaterial. 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. 15 Table of Contents 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, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows for operating leases $ 3,363 $ 2,426 Operating cash flows for finance leases 367 374 Financing cash flows for finance leases 689 544 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 16,215 $ 273 Finance leases 633 790 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 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 Remainder of 2025 $ 1,505 $ 297 2026 5,739 1,198 2027 5,650 1,146 2028 4,911 1,806 2029 4,563 952 Thereafter 21,012 3,292 Total lease payments 43,380 8,691 Less: imputed interest 10,886 2,109 Present value of lease liabilities $ 32,494 $ 6,582 7. LONG-TERM DEBT AND PREFERRED STOCK Long-term debt consists of the following (in thousands): September 30, 2025 December 31, 2024 Senior Notes $ 675,000 $ 675,000 Less: unamortized debt issuance costs ( 6,222 ) ( 7,226 ) Long-term debt, net $ 668,778 $ 667,774 Maturities of long-term debt as of September 30, 2025 are as follows (in thousands): Years Ending December 31, Amount 2025 $ — 2026 — 2027 — 2028 — 2029 675,000 Thereafter — Total $ 675,000 16 Table of Contents Revolving Credit Facility Perimeter Holdings, LLC, a Delaware limited liability company (“Perimeter Holdings”), maintains a Revolving Credit Facility (the “Revolving Credit Facility”), which 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 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 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 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. 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. Senior Notes 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 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 Perimeter Holdings assets to secure debt; restrict dividends, distributions or other payments; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; sell or otherwise transfer or dispose of assets, including equity interests of restricted subsidiaries; 17 Table of Contents effect a consolidation or merger; and change the Company’s line of business. As of September 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. 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 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 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 September 30, 2025 and December 31, 2024, the redemption price was $ 116.1 million and $ 112.8 million, respectively. 8. INCOME TAXES The Company is subject to U.S. federal income tax, U.S. state and local tax and tax in foreign jurisdictions. 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 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. statutory rate of 21 % are related to the impact of U.S. 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 ( 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. 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 had 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. 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 18 Table of Contents 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 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. On July 4, 2025, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA includes broad changes to U.S. 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 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. 9. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved in various claims, actions, and legal proceedings arising in the ordinary course of business, including a number of matters related to the aqueous film forming foam litigation consolidated in the District of South Carolina multi-district litigation and other similar matters pending in other jurisdictions in the United States. The Company’s exposure to losses, if any, is not considered probable or reasonably estimable at this time. Commitments The Company does not have any material unconditional purchase obligations as of September 30, 2025. 10. EQUITY 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 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 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. 19 Table of Contents 11. STOCK-BASED COMPENSATION 2021 Equity Plan 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 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 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. The Company records forfeitures as they are incurred. The grant date fair value of the PBNQSO is expensed proportionately for each tranche over the applicable service period. 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 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 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 nine months ended September 30, 2025: Number of Options Weighted-Average Exercise/ Conversion Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2024 15,434,171 $ 8.44 Granted 3,010,500 $ 11.76 Exercised ( 2,055,834 ) $ 9.61 Forfeited ( 777,000 ) $ 7.71 Cancelled/Expired ( 38,647 ) $ 10.00 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 nine months ended September 30, 2025 using the Monte Carlo model were as follows: September 30, 2025 Dividend yield — % Risk-free interest rate 4.21 % to 4.57 % Expected volatility 49.00 % to 50.00 % Expected term (years) 10.00 Suboptimal exercise multiple 2.50 Weighted average exercise price of options granted $ 11.76 Weighted average fair value of options granted $ 5.38 20 Table of Contents 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 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 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 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 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. 12. FAIR VALUE MEASUREMENTS Fair Value Measurement 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 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 Preferred Stock equals the redemption price, which approximates fair value. At September 30, 21 Table of Contents 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. The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. 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 September 30, 2025 and December 31, 2024 (in thousands): Fair Value Measurements Using: September 30, 2025 Level 1 Level 2 Level 3 Total Liabilities: Founders advisory fees payable - related party $ 77,401 $ — $ 426,636 $ 504,037 December 31, 2024 Liabilities: Founders advisory fees payable - related party $ 52,098 $ — $ 194,662 $ 246,760 The fair value of the founders advisory fees payable - related party 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 Common Stock, 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 - related party. Changes in Level 3 Liabilities 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Fair value, beginning of period $ 208,215 $ 89,317 $ 194,662 $ 35,647 Founders advisory fees - related party, change in fair value 218,421 160,100 231,974 213,770 Fair value, end of period $ 426,636 $ 249,417 $ 426,636 $ 249,417 22 Table of Contents 13. RELATED PARTIES 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 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. 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. 14. REVENUE RECOGNITION Disaggregation of revenues 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, 2025 and 2024 are presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues from products $ 258,303 $ 235,150 $ 457,792 $ 387,767 Revenues from services 57,110 53,227 92,253 86,744 Other revenues 30 40 67 226 Total net sales $ 315,443 $ 288,417 $ 550,112 $ 474,737 23 Table of Contents 15 . (LOSS) EARNINGS PER SHARE Basic (loss) earnings 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 (loss) earnings 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 (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, 2025 2024 2025 2024 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 ) Diluted (loss) earnings per share $ ( 0.62 ) $ ( 0.61 ) $ ( 0.45 ) $ ( 1.03 ) The number of anti-dilutive securities not included in the calculation of diluted (loss) earnings per share were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 PBNQSO 6,856,989 6,324,992 2,867,906 2,271,667 Founders advisory fees 17,751,491 9,428,244 10,631,286 9,428,244 Warrants — 8,459,849 — 8,460,523 Total 24,608,480 24,213,085 13,499,192 20,160,434 16. SEGMENT INFORMATION The Company’s products and operations are managed and reported in two operating segments: Fire Safety and Specialty Products. 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. 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. The chief operating decision-maker (“CODM”) is the Company's CEO. The CODM uses Segment Adjusted EBITDA for each segment predominantly in the annual budget and 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. 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, (ii) acquisition related costs (iii) founder advisory fee expenses, (iv) stock-based compensation expense and (v) foreign currency loss (gain). 24 Table of Contents 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. 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 September 30, 2025 Fire Safety Specialty Products Total Net sales: Product $ 216,248 $ 42,055 $ 258,303 Services and others 57,136 4 57,140 Total net sales $ 273,384 $ 42,059 $ 315,443 Less: Adjusted cost of goods sold $ 84,748 $ 28,084 $ 112,832 Adjusted selling, general and administrative expense 11,426 4,868 16,294 Segment Adjusted EBITDA $ 177,210 $ 9,107 $ 186,317 Less: Depreciation and amortization 18,793 Interest and financing expense 9,870 Founders advisory fees - related party 247,684 Non-recurring expenses 562 Acquisition costs 33 Stock-based compensation expense 6,519 Foreign currency loss 6 Loss before income taxes $ ( 97,150 ) Depreciation and amortization $ 14,433 $ 4,360 $ 18,793 Purchases of property and equipment $ 1,724 $ 3,298 $ 5,022 Three Months Ended September 30, 2024 Fire Safety Specialty Products Total Net sales: Product $ 198,578 $ 36,572 $ 235,150 Services and others 53,267 — 53,267 Total net sales $ 251,845 $ 36,572 $ 288,417 Less: Adjusted cost of goods sold $ 83,733 $ 20,596 $ 104,329 Adjusted selling, general and administrative expense 10,633 3,079 13,712 Segment Adjusted EBITDA $ 157,479 $ 12,897 $ 170,376 Less: Depreciation and amortization 16,444 Interest and financing expense 10,054 Founders advisory fees - related party 184,176 Non-recurring expenses 1,834 Stock-based compensation expense 3,312 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 25 Table of Contents Nine Months Ended September 30, 2025 Fire Safety Specialty Products Total Net sales: Product $ 338,823 $ 118,969 $ 457,792 Services and others 92,008 312 92,320 Total net sales $ 430,831 $ 119,281 $ 550,112 Less: Adjusted cost of goods sold $ 136,962 $ 75,071 $ 212,033 Adjusted selling, general and administrative expense 28,915 13,426 42,341 Segment Adjusted EBITDA $ 264,954 $ 30,784 $ 295,738 Less: Depreciation and amortization 53,610 Interest and financing expense 29,444 Founders advisory fees - related party 263,954 Non-recurring expenses 1,508 Acquisition costs 862 Stock-based compensation expense 11,428 Foreign currency gain ( 3,249 ) Loss before income taxes $ ( 61,819 ) Depreciation and amortization $ 40,818 $ 12,792 $ 53,610 Purchases of property and equipment $ 15,395 $ 7,204 $ 22,599 Purchase of intangible assets $ 15,226 $ — $ 15,226 Nine Months Ended September 30, 2024 Fire Safety Specialty Products Total Net sales: Product $ 288,568 $ 99,199 $ 387,767 Services and others 86,970 — 86,970 Total net sales $ 375,538 $ 99,199 $ 474,737 Less: Adjusted cost of goods sold $ 135,265 $ 56,043 $ 191,308 Adjusted selling, general and administrative expense 27,396 8,613 36,009 Segment Adjusted EBITDA $ 212,877 $ 34,543 $ 247,420 Less: Depreciation and amortization 49,215 Interest and financing expense 31,292 Founders advisory fees - related party 253,097 Non-recurring expenses 2,397 Stock-based compensation expense 8,048 Foreign currency loss 163 Loss before income taxes $ ( 96,792 ) Depreciation and amortization $ 38,507 $ 10,708 $ 49,215 Purchases of property and equipment $ 4,781 $ 4,290 $ 9,071 26 Table of Contents Total segment assets reconciled to consolidated amounts are as follows (in thousands): September 30, 2025 Fire Safety Specialty Products Total Segment assets $ 202,614 $ 160,186 $ 362,800 Cash and cash equivalents 340,647 Goodwill 1,053,778 Customer lists, net 620,636 Technology and patents, net 183,112 Tradenames, net 84,466 Total consolidated assets $ 2,645,439 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 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 United States 83 % 83 % 77 % 80 % Other international sales (1) 17 % 17 % 23 % 20 % 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 nine months ended September 30, 2025 and 2024. Property, plant and equipment, net by geographical area consisted of the following (in thousands): September 30, 2025 December 31, 2024 United States $ 61,873 $ 46,580 Germany 13,514 12,643 Other foreign jurisdictions 6,167 5,554 Total property, plant and equipment, net $ 81,554 $ 64,777 27 Table of Contents