What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-10-30 · 223 added, 275 removed, 448 unchanged (53% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

ASSETS (Unaudited)

31 unchanged sentences

Commitments and contingencies (Note 9)

Stockholder’s equity:

Stockholders’ equity:

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

188,505,219 and 174,818,216 shares issued;

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

163,127,063 and 149,440,060 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock, at cost;

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

25,378,156 shares at March 31, 2026 and December 31, 2025

( 168,197 ) ( 168,197 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

COMPREHENSIVE INCOME

(in thousands, except share and per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Net sales $ 125,069 $ 72,030

1 unchanged sentence

Gross profit 50,787 28,153

Operating expenses:

Operating expenses (income):

Selling, general and administrative expense 23,061 16,299

2 unchanged sentences

Other operating expense 9,018 561

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

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

Total operating income ( 21,700 ) ( 49,654 )

Operating income 72,487 77,807

Other expense (income):

Interest expense, net 24,356 9,644

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

Foreign currency gain ( 1,351 ) ( 1,159 )

Other (income) expense, net ( 364 ) 143

Total other expense, net 22,641 8,628

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

Income before income taxes 49,846 69,179

Income tax benefit (expense) 23,090 ( 12,493 )

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

Net income 72,936 56,686

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 6,566 ) 7,885

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

(Loss) earnings per share:

Total comprehensive income $ 66,370 $ 64,571

Earnings per share:

Basic $ 0.47 $ 0.38

18 unchanged sentences

Shares issued related to founders advisory fees - related party 13,387,003 2 — — ( 2 ) — — —

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

Shares issued upon exercise of options 300,000 — — — 3,000 — — 3,000

Net income — — — — — — 72,936 72,936

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 — — — — — ( 6,566 ) — ( 6,566 )

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.

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

Ordinary Shares Treasury Shares Additional

Balance, March 31, 2026 188,505,219 $ 19 25,378,156 $ ( 168,197 ) $ 2,106,116 $ ( 12,936 ) $ ( 720,153 ) $ 1,204,849

Common Stock Treasury Stock Additional

Capital Accumulated

8 unchanged sentences

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

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 )

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

Net income — — — — — — 56,686 56,686

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

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

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 — — — — — 7,885 — 7,885

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

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

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

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

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

Net income $ 72,936 $ 56,686

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

Founders advisory fees - related party (change in fair value) ( 76,378 ) ( 80,613 )

5 unchanged sentences

Amortization of deferred financing costs 709 444

Foreign currency (gain) loss ( 3,249 ) 163

Foreign currency gain ( 1,351 ) ( 1,159 )

Loss on disposal of assets 17 3

11 unchanged sentences

Other, net ( 2,428 ) ( 241 )

Net cash provided by operating activities 219,549 194,375

Net cash (used in) provided by operating activities ( 88,961 ) 23,746

Cash flows from investing activities:

Purchase of property and equipment ( 5,801 ) ( 4,813 )

Purchase of intangible assets ( 15,226 ) —

Proceeds from short-term investments — 5,383

Purchase of businesses, net of cash acquired ( 682,294 ) ( 10,000 )

2 unchanged sentences

Common stock repurchased — ( 8,183 )

Ordinary shares repurchased — ( 14,420 )

Proceeds from exercises of options 3,000 41

Principal payments on finance lease obligations ( 179 ) ( 251 )

Net cash used in financing activities ( 21,582 ) ( 14,964 )

Proceeds from issuance of long-term debt 550,000 —

Payment of debt issuance costs ( 10,057 ) —

Net cash provided by (used in) financing activities 542,764 ( 8,393 )

Effect of foreign currency on cash and cash equivalents ( 11 ) 1,054

4 unchanged sentences

Cash paid for interest $ 154 $ 6

Cash paid for income taxes $ 28,237 $ 31,414

Cash (received) paid for income taxes $ ( 2,034 ) $ 530

See accompanying notes to condensed consolidated financial statements

13 unchanged sentences

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.

Perimeter Solutions, Inc.

(the “Company”) is a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications.

The Company’s current operations span firefighting products, lubricant additives, electronic components and highly engineered machinery for the medical device industry.

The Company conducts its operations globally, with approximately 76 % of the Company’s 2025 annual revenues were derived in the United States, approximately 10 % in Europe and approximately 7 % in Canada, with the remaining approximately 7 % spread 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;

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, industrial structural, flammable liquids and other types of fires.

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

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

mobile retardant bases;

1 unchanged sentence

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.

and equipment that the Company custom designs and manufactures to meet specific customer needs.

The Specialty Products segment develops, produces and markets products for non-fire safety markets.

The Specialty Products segment includes Phosphorus Derivatives, Inc., which produces 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.

IMS has a flexible, vertically integrated production facility that allows it to acquire and produce a variety of product lines across a range of end markets, including communications infrastructure, energy infrastructure, defense systems, and industrial systems, with a substantial focus on aftermarket repair and replacement.

The Specialty Products segment also includes Medical Manufacturing Technologies, LLC (“MMT”), which provides highly engineered machinery and associated aftermarket consumables, parts, and services to support the production of complex medical devices as well as select highly engineered industrial and aerospace and defense use cases.

MMT’s capabilities include original equipment manufacturing, including application specific equipment and automation solutions for medical devices such as complex catheters, guidewires and microcoils, as well as aftermarket parts, services, and consumables.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

4 unchanged sentences

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

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

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

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.

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

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.

As of March 31, 2026, 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 2025 Annual Report.

Recently Issued and Adopted Accounting Standards

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

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows all entities to apply a practical expedient when estimating expected credit losses that assumes current conditions as of the balance sheet date will remain unchanged over the asset’s remaining life.

The standard is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those years.

Early adoption is permitted.

The Company adopted this ASU prospectively for the annual and interim periods beginning on January 1, 2026.

The adoption did not have a material impact on the Company’s financial position or results of operations.

In November 2024, the FASB issued 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.

4 unchanged sentences

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.

BALANCE SHEET COMPONENTS

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials and manufacturing supplies $ 90,690 $ 74,844

28 unchanged sentences

Finance lease liabilities 754 753

Customer deposits 6,422 2,338

Other 7,279 7,115

Total accrued expenses and other current liabilities $ 61,322 $ 47,212

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.

Depreciation expense related to property, plant and equipment for the three months ended March 31, 2026 and 2025 was $ 4.5 million and $ 2.8 million, respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income.

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.

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.

2026 Acquisition

On January 22, 2026, the Company acquired 100 % of the shares of Medical Manufacturing Technologies, LLC (“MMT”), which is included within the Company’s Specialty Products segment.

Based in Charlotte, North Carolina, MMT is a provider of automated, process-driven medical device manufacturing solutions, offering vertically integrated capabilities spanning process development, technical solutions, equipment applications and aftermarket support.

The acquisition was made to expand the Company’s manufacturing capabilities and leverage MMT’s expertise in automation and precision manufacturing, which directly addresses the specialized needs of the medical device manufacturing industry.

The consideration transferred consisted of $ 682.3 million in cash, net of cash acquired.

The Company accounted for the transaction as a business combination using the acquisition method and recorded the estimated fair values of the assets acquired and liabilities assumed in the consolidated balance sheet, including accounts receivable, inventories, intangible assets, goodwill, right-of-use assets, contract assets, accounts payable, contract liabilities and lease liabilities.

The excess of consideration transferred over the estimated fair value of net assets acquired was recorded as goodwill.

The acquisition date fair values of the customer lists, tradenames, technology and patents, and backlog intangible assets were $ 303.3 million, $ 41.0 million, $ 20.9 million and $ 10.2 million, respectively.

The Company used a relief from royalty method to calculate the fair value of the trademark and technology and patents intangible assets and an income approach to calculate the fair value of the customer lists (the multi-period excess earnings method) and backlog (discounted cash flow / lost-profits method) intangible assets.

Goodwill of $ 303.8 million was recognized as a result of expected synergies, assembled workforce and other intangible benefits, of which approximately $ 117.9 million is expected to be deductible for tax purposes.

In determining the fair value of the identifiable tangible and intangible assets acquired as of the acquisition date, the Company used assumptions including projected revenue and gross profit, customer attrition rates, contributory asset charges, discount rate, annual replacement rate and royalty rate.

Some of these inputs are unobservable and therefore represent Level 3 fair value measurements.

The preliminary acquisition accounting is based upon the Company’s estimates of fair value.

The estimates and assumptions are subject to change during the measurement period.

The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following:

1) deferred income taxes or liabilities, 2) valuation of certain intangible and tangible assets (including inventories), and 3) net working capital settlement that is subject to final adjustment as the Company evaluates information during the measurement period.

The Company believes that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

The Company will continue to evaluate these items until they are satisfactorily resolved and adjust the acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805, Business Combinations.

Acquisition related costs incurred by the Company as the acquirer, primarily legal and advisory fees, totaled $ 8.4 million and were expensed as incurred during the three months ended March 31, 2026.

Acquisition related costs are presented in other operating expense in the accompanying condensed consolidated statements of operations and comprehensive income.

For the business combination completed during the three months ended March 31, 2026, the Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities and goodwill as follows (in thousands):

Acquired tangible assets $ 109,329

Identified intangible assets 375,400

Liabilities assumed ( 106,203 )

Goodwill 303,768

Total allocable purchase price $ 682,294

The following table presents the details of the intangible assets acquired in connection with the business combination during the three months ended March 31, 2026 (dollars in thousands), which will be amortized over their estimated useful lives:

Weighted Average Useful Life Estimated Useful Life Fair Value

Customer lists 16 Years 12 to 17 Years

Tradenames 20 Years 20 Years 41,000

Technology and patents 14 Years 11 to 14 Years

1 Year 1 Year 10,200

Total acquired intangible assets 16 Years 1 to 20 Years

(1) The acquired backlog intangible asset is presented in customer lists, net on the accompanying condensed consolidated balance sheets.

2025 Acquisition

On March 28, 2025, the Company acquired substantially all of the assets and technical data rights of certain electro-optical 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 are 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 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 $ 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.

GOODWILL AND OTHER INTANGIBLE ASSETS

3 unchanged sentences

$ 866,032 $ 199,179 $ 1,065,211

Purchase price allocation and measurement period adjustments for business combinations — 1,718 1,718

Purchase price allocation for business combinations — 303,768 303,768

Foreign currency translation ( 2,499 ) ( 1,065 ) ( 3,564 )

Balance, September 30, 2025

Balance, March 31, 2026

$ 863,533 $ 501,882 $ 1,365,415

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

September 30, 2025

Intangible assets and related accumulated amortization as of March 31, 2026 and December 31, 2025 are as follows (in thousands):

March 31, 2026

(in years) Gross Value Accumulated Impairment Foreign

3 unchanged sentences

Customer lists 1 to 20 $ 1,103,500 $ — $ ( 7,669 ) $ ( 171,454 ) $ 924,377

Technology and patents (1)

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

Technology and patents 4 to 20 302,326 ( 40,738 ) 383 ( 61,653 ) 200,318

Tradenames 8 to 20 149,100 — ( 1,410 ) ( 22,393 ) 125,297

Balance, September 30, 2025

Balance, March 31, 2026

$ 1,554,926 $ ( 40,738 ) $ ( 8,696 ) $ ( 255,500 ) $ 1,249,992

(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-

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, 2025

8 unchanged sentences

$ 1,179,526 $ ( 40,738 ) $ ( 6,563 ) $ ( 232,902 ) $ 899,323

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.

Amortization expense for definite-lived intangible assets for the three months ended March 31, 2026 and 2025 was $ 22.6 million and $ 14.1 million, 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 $ 1,249,992

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

Lease cost for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

Three Months Ended March 31,

Operating lease cost (1)

8 unchanged sentences

(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.

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,

As of March 31, 2026, the weighted-average remaining lease terms of the Company’s operating leases and finance leases were approximately 7.1 years and 5.3 years, respectively, and the weighted-average discount rates applied were 6.7 % and 7.5 %, respectively.

Supplemental cash flow information related to leases for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

Three Months Ended March 31,

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 $ — $ ( 32 )

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

As of March 31, 2026, the estimated future minimum payment obligations for non-cancelable operating and finance leases are as follows (in thousands):

Operating Leases Finance Leases

9 unchanged sentences

LONG-TERM DEBT AND PREFERRED STOCK

Perimeter Holdings, LLC (“Perimeter Holdings”), an indirect wholly owned subsidiary of Perimeter Solutions, Inc.

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

The 2029 Notes bear interest at an annual rate of 5.00 %.

Interest on the 2029 Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year.

On January 2, 2026, Perimeter Holdings completed its offering of $ 550.0 million in aggregate principal amount of 6.250 % senior secured notes due 2034 (the “2034 Notes”) in transactions that were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The 2034 Notes were issued under an indenture, dated January 2, 2026 (the “Indenture”), by and among Perimeter Holdings, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent.

The Notes mature on January 15, 2034, and bear interest at a rate of 6.250 % per annum, payable in cash semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026.

The Company used the net proceeds of the 2034 Notes, together with cash on hand, to pay the cash consideration for the MMT Acquisition and to pay related fees and expenses.

The 2029 Notes and the 2034 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 Amended and Restated Revolving Credit Facility);

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

The 2029 Notes and the 2034 Notes are subject to customary negative covenants, including but not limited to, certain limitations, including among other things, the ability to declare or pay dividends or make certain other payments, purchase, redeem or otherwise acquire or retire for value any equity interests or otherwise make any restricted payments, conduct certain asset sales, make certain restricted investments;

incur certain indebtedness, grant certain liens, enter into certain transactions with affiliates, and consolidate, merge or transfer all or substantially all of the assets of the Company’s subsidiaries on a consolidated basis.

The indentures governing the 2029 Notes and the 2034 Notes also contain customary events of default and remedies (including acceleration).

As of March 31, 2026, the Company was in compliance with all covenants.

Debt issuance costs incurred in connection with securing the 2029 Notes and the 2034 Notes were capitalized and are amortized using the effective interest method over the term of the 2029 Notes and the 2034 Notes and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income.

The unamortized portion of the debt issuance costs is included as a reduction to the carrying value of the 2029 Notes and the 2034 Notes which have been recorded as long-term debt, net in the accompanying condensed consolidated balance sheets.

The Company incurred $ 10.1 million of debt issuance costs as a result of the 2034 Notes for the three months ended March 31, 2026.

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

September 30, 2025 December 31, 2024

Senior Notes $ 675,000 $ 675,000

March 31, 2026

Long term debt:

2029 Notes 2034 Notes Total

Principal $ 675,000 $ 550,000 $ 1,225,000

unamortized debt issuance costs ( 5,530 ) ( 9,820 ) ( 15,350 )

Long-term debt, net $ 669,470 $ 540,180 $ 1,209,650

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

Years Ending December 31,

December 31, 2025

Long term debt:

Principal $ 675,000

unamortized debt issuance costs ( 5,878 )

Long-term debt, net $ 669,122

Maturities of long-term debt as of March 31, 2026 are as follows (in thousands):

Years Ending December 31, Amount

Thereafter 550,000

Total $ 1,225,000

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.

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;

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.

On December 19, 2025, Perimeter Holdings entered into an amended and restated credit agreement for its five-year Revolving Credit Facility (the “Amended and Restated Revolving Credit Facility), whereby the total aggregate principal amount was increased from $ 100.0 million to $ 200.0 million.

The Amended and Restated Revolving Credit Facility matures on December 19, 2030, subject to a springing maturity ninety-one days prior to the maturity date of the 2034 Notes, as defined below.

The Amended and Restated Revolving Credit Facility includes a $ 40.0 million swingline sub-facility and a $ 50.0 million letter of credit sub-facility.

The Amended and Restated Revolving Credit Facility allows the Company to increase commitments under the Amended and Restated Revolving Credit Facility up to an aggregate amount not to exceed the greater of (i) $ 315.0 million (or, after the completion of the MMT acquisition, $ 360.0 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).

Borrowings under the Amended and Restated 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, subject to a Floor of 1.00 % 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) 1.00 %.

The applicable margin is 2.75 % in the case of Term SOFR-based loans and 1.75 % in the case of base rate-based loans, with two step-ups 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 year, the utilization of the Amended and Restated Revolving Credit Facility (excluding cash collateralized letters of credit and up to $ 15.0 million of undrawn letters of credit) exceeds 40 % of the aggregate commitments, the Amended and Restated Revolving Credit Facility requires compliance on a quarterly basis with a maximum secured net leverage ratio of 7.00 :1.00.

The Amended and Restated Revolving Credit Facility is fully and unconditionally guaranteed by the Company and each of Perimeter Holdings’ existing and future domestic 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 Amended and Restated Revolving Credit Facility are carried as a long-term asset and are amortized on a straight-line basis over the term of the Amended and Restated Revolving Credit Facility and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income.

As of March 31, 2026 and December 31, 2025, the Company did no t have any outstanding borrowings under the Revolving Credit Facility or the Amended and Restated Revolving Credit Facility and was in compliance with all covenants, including the financial covenants.

Redeemable Preferred Stock

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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.

As of March 31, 2026, 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 2029 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 $ 1.9 million and $ 1.8 million of dividends on these shares of Preferred Stock were recorded as interest expense for the three months ended March 31, 2026, and 2025, respectively, in the accompanying condensed consolidated statements of operations and comprehensive income.

Preferred dividends in arrears were $ 18.3 million and $ 17.2 million at March 31, 2026 and December 31, 2025, 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.

At March 31, 2026 and December 31, 2025, the redemption price was $ 118.3 million and $ 117.2 million, respectively.

The Company is subject to U.S.

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

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

The Company’s effective tax rate was ( 46.32 )% for the three months ended March 31, 2026, and 18.06 % for the three months ended March 31, 2025.

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

statutory rate of 21 % are related to 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.

statutory rate of 21 % are primarily due to increased benefits from stock-based compensation,

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

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 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 valuation allowance for deferred tax assets as of March 31, 2026, and December 31, 2025 primarily relates to 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.

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.

COMMITMENTS AND CONTINGENCIES

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

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

The Company does not have any material unconditional purchase obligations as of March 31, 2026.

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.

As of March 31, 2026, there were 188,505,219 and 163,127,063 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.

Refer to Note 7, “Long-Term Debt and Preferred Stock” for 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 Company expects to periodically re-establish the limit for Common Stock repurchases.

The approximate dollar value of shares that may yet be repurchased under the share repurchase plan was $ 100.0 million as of March 31, 2026 (the “Share Repurchase Plan”).

During the three months ended March 31, 2026, the Company did not repurchase any shares under its Share Repurchase Plan.

During the three months ended March 31, 2025, the Company repurchased 888,454 shares.

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

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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.

Shares associated with underlying awards that are expired, forfeited, or otherwise terminated without the delivery of shares, or are settled in cash, and any shares tendered

to or withheld by the Company for the payment of an exercise price or for tax withholding will again be available for issuance under the 2021 Equity Plan.

During the three months ended March 31, 2026, the Company granted 1,594,730 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 recognizes compensation costs for PBNQSO granted during the three months ended March 31, 2026 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.

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

In 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.

As of March 31, 2026, there were 14,677,815 PBNQSO outstanding.

The exercise prices of these PBNQSO ranged from $ 2.94 to $ 27.84 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:

The table below summarizes the PBNQSO activity for the three months ended March 31, 2026:

Number of Options Weighted-Average

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Forfeited ( 773,000 ) $ 10.00

Cancelled/Expired ( 38,647 ) $ 10.00

Outstanding at September 30, 2025

Outstanding at March 31, 2026

14,677,815 $ 10.75 7.74 $ 203,173

Options vested and exercisable 5,079,959 $ 9.05 6.69 $ 78,075

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

The assumptions used to fair value the PBNQSO granted during the three months ended March 31, 2026 using the Monte Carlo model were as follows:

March 31, 2026

Dividend yield — %

Risk-free interest rate 4.21 % to 4.57 %

Expected volatility 49.00 % to 50.00 %

Risk-free interest rate 4.05 %

Expected volatility 49.00 %

Expected term (years) 10.00

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Weighted average fair value of options granted $ 14.98

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.

Non-cash stock-based compensation expense recognized by the Company for the three months ended March 31, 2026, and 2025 was $ 2.6 million and $ 2.7 million, respectively.

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

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

As of September 30, 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 .

As of March 31, 2026, there was approximately $ 46.1 million of total unrecognized compensation expense related to non-vested PBNQSO expected to vest, which is expected to be recognized over a weighted-average period of 1.7 years.

During the three months ended March 31, 2026, the Company received $ 3.0 million in proceeds from exercises of PBNQSO.

The total intrinsic value of PBNQSO exercised during the three months ended March 31, 2026 was $ 4.0 million.

Founder Advisory Amounts

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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.

As of March 31, 2026 and December 31, 2025, the fair value of the Fixed Annual Advisory Amount was calculated to be $ 103.3 million and $ 131.3 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of $ 21.93 and $ 27.89 , respectively.

As of March 31, 2026 and December 31, 2025, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $ 625.3 million and $ 750.1 million, respectively.

For the three months ended March 31, 2026, the Company recognized a decrease in the compensation expense related to the founders advisory fees - related party due to a decrease in fair value for the liability-classified Advisory Amounts of $ 76.4 million.

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

FAIR VALUE MEASUREMENTS

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

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

Borrowings under the Company’s Amended and Restated 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,

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.

At March 31, 2026 and December 31, 2025, the estimated fair value of the Company's 2029 Notes, calculated using Level 2 inputs, based on bid prices obtained from a broker was approximately $ 656.8 million and $ 669.4 million, respectively.

At March 31, 2026, the estimated fair value of the Company’s 2034 Notes, calculated using Level 2 inputs, based on bid prices obtained from a broker was approximately $ 539.0 million.

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

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Liabilities by Hierarchy Level

The following 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):

The following table sets forth the Company’s liabilities that were measured at fair value on a recurring basis, by level, within the fair value hierarchy as of March 31, 2026 and December 31, 2025 (in thousands):

Fair Value Measurements Using:

September 30, 2025

March 31, 2026

Level 1 Level 2 Level 3 Total

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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

Three Months Ended March 31,

Fair value, beginning of period $ 375,024 $ 194,662

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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.

For 2025, the average price was $ 27.89 per share of Common Stock.

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 $ 65.7 million, based on an average price of $ 27.89 per share of Common Stock (the “2025 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.

The EverArc Founder Entity was also entitled to receive a Variable Annual Advisory Amount for 2025 of 14,462,123 shares of Common Stock, or a value of $ 403.4 million (the “2025 Variable Amount” and together with the 2025 Fixed Amount, the “2025 Advisory Amounts”).

The EverArc Founder Entity elected to receive approximately 79.6 % of the 2025 Advisory Amounts in shares of Common Stock ( 13,387,003 Common Shares) and approximately 20.4 % of the 2025 Advisory Amounts in cash ($ 95.7 million).

To satisfy the 2025 Advisory Amounts, the Company paid $ 95.7 million in cash on February 19, 2026 and issued 13,387,003 shares of Common Stock on March 3, 2026.

REVENUE RECOGNITION

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

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

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

2025 2024 2025 2024

Revenues for the three months ended March 31, 2026 and 2025 are presented below (in thousands):

Three Months Ended March 31,

Revenues from products $ 122,567 $ 67,632

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Total net sales $ 125,069 $ 72,030

(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

EARNINGS PER SHARE

Basic earnings per share represents income available to common stockholders divided by the weighted average number of Common Stock outstanding during the reported period.

Diluted 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 earnings per share were as follows (in thousands, except share and per share data):

Three Months Ended March 31,

Net income $ 72,936 $ 56,686

Weighted-average shares outstanding:

Weighted average shares used in computing earnings per share, basic 153,863,650 148,556,284

PBNQSO 6,496,601 1,100,229

Founders advisory fees 4,714,122 7,071,183

Warrants — 8,459,849 — 8,460,523

Weighted average shares used in computing earnings per share, diluted 165,074,373 156,727,696

Basic earnings per share $ 0.47 $ 0.38

Diluted earnings per share $ 0.44 $ 0.36

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

Three Months Ended March 31,

PBNQSO 145,310 235,000

Total 145,310 235,000

2 unchanged sentences

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 Fire Safety segment provides fire retardants and fire suppressants, as well as specialized equipment and services typically offered in conjunction with its products.

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

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

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

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

The chief operating decision-maker (“CODM”) is the Company's CEO.

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

These items include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense, (v) purchase accounting impact and (vi) 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 September 30, 2025

Three Months Ended March 31, 2026

Fire Safety Specialty Products Total

11 unchanged sentences

Stock-based compensation expense 2,598

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

Product $ 198,578 $ 36,572 $ 235,150

Services and others 53,267 — 53,267

Total net sales $ 251,845 $ 36,572 $ 288,417

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

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

Purchase accounting impact 5,590

Foreign currency gain ( 1,351 )

Loss before income taxes $ ( 44,090 )

Income before income taxes $ 49,846

Depreciation and amortization $ 14,492 $ 12,647 $ 27,139

Purchases of property and equipment $ 3,389 $ 2,412 $ 5,801

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

Fire Safety Specialty Products Total

12 unchanged sentences

Foreign currency gain ( 1,159 )

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

Product $ 288,568 $ 99,199 $ 387,767

Services and others 86,970 — 86,970

Total net sales $ 375,538 $ 99,199 $ 474,737

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

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 )

Income before income taxes $ 69,179

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

1 unchanged sentence

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

September 30, 2025

March 31, 2026

Fire Safety Specialty Products Total

5 unchanged sentences

Tradenames, net 125,297

Tax assets 10,789

Total consolidated assets $ 3,164,378

10 unchanged sentences

Net sales by geographical area are as follows:

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

2025 2024 2025 2024

Three Months Ended March 31,

United States 62 % 68 %

Other international sales (1)

17 % 17 % 23 % 20 %

Total net sales 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.

(1) The Company did not have net sales in excess of 10% in any other countries for the three months ended March 31, 2026 and 2025.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

United States $ 80,185 $ 65,565

2 unchanged sentences

Total property, plant and equipment, net $ 101,296 $ 85,138

SUBSEQUENT EVENTS

In April 2026, the Company entered into two five-year agreements with governmental agencies, including an agreement with the United States Defense Logistics Agency for fire suppression foam and related services with a maximum contract value of approximately $ 500 million, and an agreement with the California Department of Forestry for long-term fire retardant products and related services.

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