What changed in this filing

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Item 5. Other Information

2026-05-06 compared with 2025-10-30 · 41 added, 19 removed, 24 unchanged (71% of the section changed)

1 unchanged sentence

10b5-1 Trading Plans

During the three months ended September 30, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Updated Disclosure Regarding Director Terms

In our Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, we referenced the election of Messrs.

Khouri and Raj as directors in June 2021, which occurred under Luxembourg law before the Redomiciliation Transaction, with terms expiring at the 2027 Annual Meeting of Stockholders, or until their respective successors are

elected and qualified.

On that basis, Messrs.

Khouri and Raj were not nominated for election at the 2025 Annual Meeting of Stockholders.

However, following the Redomiciliation Transaction, under Delaware law and our current certificate of incorporation, Messrs.

Khouri and Raj must be nominated for election annually and, therefore will be nominated for election at the 2026 Annual Meeting of Stockholders and annually thereafter.

Although we understand that, in the absence of the election of successors, Messrs.

Khouri and Raj would currently remain directors of the Company, the Board has eliminated any uncertainty by adopting resolutions confirming Messrs.

Khouri and Raj and appointing them to vacancies if they did not remain on the Board, as applicable.

Notice of Ratification of Corporate Acts

On October 29, 2025, the Board of Directors of the Company approved the ratification (the “Ratification”) under Section 204 of the General Corporation Law of the State of Delaware (“DGCL”) of the election of the initial board of directors of the Company (the “Initial Board”), which was contemplated in connection with the organization of the Company after the domestication and incorporation of the Company as a Delaware corporation pursuant to Section 108 of the DGCL.

A copy of the resolutions adopted by the Board setting forth the information with respect to the Ratification required under Section 204 of the DGCL (the “Ratification Resolutions”) is attached hereto and incorporated herein as Exhibit 99.1.

Any claim that the “defective corporate acts” or “putative stock” (as such terms are defined in subsection (h) of Section 204) ratified pursuant to the Ratification Resolutions are void or voidable due to the failures of authorization set forth in the Ratification Resolutions or that the Court of Chancery of the State of Delaware should declare in its discretion that such ratifications in accordance with Section 204 not be effective or be effective only on certain conditions must be brought within 120 days from the later of the “validation effective time” (as such term is defined in subsection (h) of Section 204) or the time at which this notice is given.

During the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

As previously disclosed, the Company and Edward Goldberg agreed that Mr.

Goldberg would no longer serve as Vice Chairman of the Company.

Separation and Release Agreement

Effective March 31, 2026 (the "Separation Date"), the Company entered into a Separation and Release Agreement and a related Consulting Agreement with Mr.

Goldberg in connection with his departure from the Vice Chairman role and his transition to a consulting arrangement.

The Separation and Release Agreement supersedes the severance provisions contained in Mr.

Goldberg's employment agreement and any amendments thereto.

Pursuant to the Separation and Release Agreement, Mr.

Goldberg is entitled to receive a total severance amount consisting of the following components:

(a) $768,750, representing 1.25 times his annual base salary;

(b) $307,500, representing one-half of his target bonus for fiscal year 2026;

and (c) approximately $41,322, representing the cost of 19 months of COBRA continuation coverage.

The aggregate severance amount is payable in substantially equal installments over the 15-month period following the Separation Date.

The Separation and Release Agreement includes a general release of claims by Mr.

Goldberg in favor of the Company.

Goldberg's existing obligations relating to non-competition, non-solicitation, confidentiality, and non-disparagement remain in full force and effect in accordance with their terms.

With respect to Mr.

Goldberg's outstanding equity awards, the Separation and Release Agreement provides as follows:

(i) 2,487,500 previously vested stock options remained vested and exercisable in accordance with their terms;

(ii) 150,000 unvested performance-based stock options are retained and remain eligible to vest on December 31, 2026, subject to Mr.

Goldberg's continued service under the Consulting Agreement through that date;

and (iii) all other unvested stock options held by Mr.

Goldberg were forfeited as of the Separation Date.

Consulting Agreement

Effective April 1, 2026, Mr.

Goldberg transitioned to an independent contractor role pursuant to the Consulting Agreement, under which he provides advisory and other services to the Company.

Securities Purchase Agreement, dated as of December 9, 2025, by and among Thunderbird Topco, L.P., Thunderbird Midco, LLC, Perimeter Solutions, Inc.

and Perimeter Solutions North America, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on January 22, 2026).

Indenture, dated January 2, 2026, by and between Perimeter Holdings , LLC, as issuer, the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on January 2, 2026).

Form of 6.250% Senior Secured Notes due 2034 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed on January 2, 2026).

Separation and Release Agreement, dated as of March 31, 2026 by and between Perimeter Solutions, Inc., Perimeter Solutions LP and Edward Goldberg.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Statutory Notice Pursuant to Section 204 of the Delaware General Corporation Law.

101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

7 unchanged sentences

** Furnished herewith.

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S.

Securities and Exchange Commission upon request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Perimeter Solutions, Inc.

October 30, 2025

/s/ Haitham Khouri

2 unchanged sentences

(Duly Authorized Officer)

October 30, 2025

/s/ Kyle Sable

2 unchanged sentences

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

What changed 10-Q

Item 5. Other Information