Perimeter Solutions, Inc. 10-Q

Item 1. Financial Statements. PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) March 31, 2026 December 31, 2025 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 91,624 $ 325,927 Accounts receivable, net 87,536 64,363 Inventories 191,026 139,634 Prepaid expenses and other current assets 27,987 34,049 Total current assets 398,173 563,973 Property, plant and equipment, net 101,296 85,138 Operating lease right-of-use assets 37,297 30,152 Finance lease right-of-use assets 5,490 5,713 Goodwill 1,365,415 1,065,211 Customer lists, net 924,377 628,189 Technology and patents, net 200,318 184,804 Tradenames, net 125,297 86,330 Other assets, net 6,715 3,497 Total assets $ 3,164,378 $ 2,653,007 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 38,408 $ 30,301 Accrued expenses and other current liabilities 61,322 47,212 Founders advisory fees payable - related party 25,839 95,726 Deferred revenue 3,322 1,879 Total current liabilities 128,891 175,118 Long-term debt, net 1,209,650 669,122 Operating lease liabilities, net of current portion 32,858 27,860 Finance lease liabilities, net of current portion 5,560 5,694 Deferred income taxes 121,788 80,410 Founders advisory fees payable - related party 338,480 440,697 Preferred stock 117,753 115,904 Preferred stock - related party 586 1,293 Other non-current liabilities 3,963 3,590 Total liabilities 1,959,529 1,519,688 Commitments and contingencies (Note 9) 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; 163,127,063 and 149,440,060 shares outstanding at March 31, 2026 and December 31, 2025, respectively 19 17 Treasury stock, at cost; 25,378,156 shares at March 31, 2026 and December 31, 2025 ( 168,197 ) ( 168,197 ) Additional paid-in capital 2,106,116 2,100,958 Accumulated other comprehensive loss ( 12,936 ) ( 6,370 ) Accumulated deficit ( 720,153 ) ( 793,089 ) Total stockholders’ equity 1,204,849 1,133,319 Total liabilities and stockholders’ equity $ 3,164,378 $ 2,653,007 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except share and per share data) (Unaudited) Three Months Ended March 31, 2026 2025 Net sales $ 125,069 $ 72,030 Cost of goods sold 74,282 43,877 Gross profit 50,787 28,153 Operating expenses (income): Selling, general and administrative expense 23,061 16,299 Amortization expense 22,599 14,099 Founders advisory fees - related party ( 76,378 ) ( 80,613 ) Other operating expense 9,018 561 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 gain ( 1,351 ) ( 1,159 ) Other (income) expense, net ( 364 ) 143 Total other expense, net 22,641 8,628 Income before income taxes 49,846 69,179 Income tax benefit (expense) 23,090 ( 12,493 ) Net income 72,936 56,686 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments ( 6,566 ) 7,885 Total comprehensive income $ 66,370 $ 64,571 Earnings per share: Basic $ 0.47 $ 0.38 Diluted $ 0.44 $ 0.36 Weighted average number of shares outstanding: Basic 153,863,650 148,556,284 Diluted 165,074,373 156,727,696 See accompanying notes to condensed consolidated financial statements. 6 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, 2025 174,818,216 $ 17 25,378,156 $ ( 168,197 ) $ 2,100,958 $ ( 6,370 ) $ ( 793,089 ) $ 1,133,319 Stock-based compensation — — — — 2,160 — — 2,160 Shares issued related to founders advisory fees - related party 13,387,003 2 — — ( 2 ) — — — Shares issued upon exercise of options 300,000 — — — 3,000 — — 3,000 Net income — — — — — — 72,936 72,936 Other comprehensive loss — — — — — ( 6,566 ) — ( 6,566 ) 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 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 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Cash flows from 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 ) Depreciation and amortization expense 27,139 16,893 Interest and payment-in-kind on preferred stock 1,904 1,833 Stock-based compensation 2,598 2,671 Non-cash lease expense 2,513 1,395 Deferred income taxes ( 27,055 ) 8,927 Amortization of deferred financing costs 709 444 Foreign currency gain ( 1,351 ) ( 1,159 ) Loss on disposal of assets 17 3 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 3,424 11,830 Inventories ( 3,099 ) 2,145 Prepaid expenses and other current assets 878 766 Accounts payable ( 976 ) ( 3,513 ) Deferred revenue 219 4,564 Income taxes payable, net 5,338 1,660 Accrued expenses and other current liabilities 2,399 7,253 Founders advisory fees - related party (cash settled) ( 95,726 ) ( 6,677 ) Operating lease liabilities ( 1,903 ) ( 994 ) Finance lease liabilities ( 119 ) ( 127 ) Other, net ( 2,428 ) ( 241 ) 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 businesses, net of cash acquired ( 682,294 ) ( 10,000 ) Net cash used in investing activities ( 688,095 ) ( 14,813 ) Cash flows from financing activities: Common stock repurchased — ( 8,183 ) Proceeds from exercises of options 3,000 41 Principal payments on finance lease obligations ( 179 ) ( 251 ) 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 Net change in cash and cash equivalents ( 234,303 ) 1,594 Cash and cash equivalents, beginning of period 325,927 198,456 Cash and cash equivalents, end of period $ 91,624 $ 200,050 Supplemental disclosures of cash flow information: Cash paid for interest $ 154 $ 6 Cash (received) paid for income taxes $ ( 2,034 ) $ 530 See accompanying notes to condensed consolidated financial statements 8 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 2025 Annual Report filed with the SEC on February 26, 2026. Business Operations 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, 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; retardant ground application units; mobile foam equipment; 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 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. 9 Table of Contents 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 at the date of the condensed consolidated 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, stock options, and founder advisory fees. Actual results could differ from those estimates. Accounting Policies 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 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. 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. 10 Table of Contents 3. BALANCE SHEET COMPONENTS Details of certain balance sheet items are presented below (in thousands): March 31, 2026 December 31, 2025 Inventories: Raw materials and manufacturing supplies $ 90,690 $ 74,844 Work in process 12,503 693 Finished goods 87,833 64,097 Total inventories $ 191,026 $ 139,634 Prepaid Expenses and Other Current Assets: Advance to vendors $ 332 $ 346 Prepaid insurance 3,702 4,936 Prepaid value-added taxes 1,747 1,442 Income tax receivable 10,789 22,876 Other 11,417 4,449 Total prepaid expenses and other current assets $ 27,987 $ 34,049 Property, Plant and Equipment: Buildings $ 4,087 $ 4,547 Leasehold improvements 6,938 4,666 Furniture and fixtures 1,245 608 Machinery and equipment 115,803 101,821 Vehicles 4,799 4,704 Construction in progress 13,792 10,287 Total property, plant and equipment, gross 146,664 126,633 Less: accumulated depreciation ( 45,368 ) ( 41,495 ) Total property, plant and equipment, net $ 101,296 $ 85,138 Accrued Expenses and Other Current Liabilities: Accrued bonus $ 1,657 $ 6,863 Accrued salaries 5,483 3,163 Accrued employee benefits 1,071 1,092 Accrued interest 26,305 8,558 Accrued purchases 5,106 4,298 Accrued taxes 1,207 9,369 Operating lease liabilities 6,038 3,663 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 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. 11 Table of Contents 4. BUSINESS COMBINATIONS 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): Fair Value 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: 12 Table of Contents Weighted Average Useful Life Estimated Useful Life Fair Value Customer lists 16 Years 12 to 17 Years $ 303,300 Tradenames 20 Years 20 Years 41,000 Technology and patents 14 Years 11 to 14 Years 20,900 Backlog (1) 1 Year 1 Year 10,200 Total acquired intangible assets 16 Years 1 to 20 Years $ 375,400 (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. 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, 2025 $ 866,032 $ 199,179 $ 1,065,211 Purchase price allocation for business combinations — 303,768 303,768 Foreign currency translation ( 2,499 ) ( 1,065 ) ( 3,564 ) Balance, March 31, 2026 $ 863,533 $ 501,882 $ 1,365,415 Intangible assets and related accumulated amortization as of March 31, 2026 and December 31, 2025 are as follows (in thousands): March 31, 2026 Estimated Useful Life (in years) Gross Value Accumulated Impairment Foreign Currency Translation Accumulated Amortization Net Book Value Definite Lived Intangible Assets: Customer lists 1 to 20 $ 1,103,500 $ — $ ( 7,669 ) $ ( 171,454 ) $ 924,377 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, March 31, 2026 $ 1,554,926 $ ( 40,738 ) $ ( 8,696 ) $ ( 255,500 ) $ 1,249,992 13 Table of Contents December 31, 2025 Estimated Useful Life (in years) Gross Value Accumulated Impairment Foreign Currency Translation Accumulated Amortization Net Book Value Definite Lived Intangible Assets: Customer lists 8 to 20 $ 790,000 $ — $ ( 5,511 ) $ ( 156,300 ) $ 628,189 Technology and patents 4 to 20 281,426 ( 40,738 ) ( 28 ) ( 55,856 ) 184,804 Tradenames 8 to 20 108,100 — ( 1,024 ) ( 20,746 ) 86,330 Balance, December 31, 2025 $ 1,179,526 $ ( 40,738 ) $ ( 6,563 ) $ ( 232,902 ) $ 899,323 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): Amount 2026 remaining $ 72,194 2027 86,662 2028 86,059 2029 83,838 2030 82,252 Thereafter 838,987 Total $ 1,249,992 6. LEASES Lease cost for the three months ended March 31, 2026 and 2025 is as follows (in thousands): Three Months Ended March 31, 2026 2025 Operating lease cost (1) $ 2,125 $ 1,016 Finance lease cost: Amortization of right-of-use assets 269 252 Interest on lease liabilities 119 127 Total lease cost $ 2,513 $ 1,395 Reported in: Cost of goods sold $ 2,314 $ 1,224 Selling, general and administrative expense 199 171 Total lease cost $ 2,513 $ 1,395 (1) Operating lease cost does not include short-term leases or variable costs, all of which are immaterial. 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): 14 Table of Contents Three Months Ended March 31, 2026 2025 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows for operating leases $ 1,903 $ 994 Operating cash flows for finance leases 119 127 Financing cash flows for finance leases 179 251 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 8,735 $ 574 Finance leases 47 199 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 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 Remainder of 2026 $ 6,314 $ 923 2027 8,295 1,169 2028 6,825 1,839 2029 6,207 963 2030 4,654 560 Thereafter 17,199 2,739 Total lease payments 49,494 8,193 Less: imputed interest 10,598 1,879 Present value of lease liabilities $ 38,896 $ 6,314 7. LONG-TERM DEBT AND PREFERRED STOCK Senior Notes 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. 15 Table of Contents 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): March 31, 2026 Long term debt: 2029 Notes 2034 Notes Total Principal $ 675,000 $ 550,000 $ 1,225,000 Less: unamortized debt issuance costs ( 5,530 ) ( 9,820 ) ( 15,350 ) Long-term debt, net $ 669,470 $ 540,180 $ 1,209,650 December 31, 2025 Long term debt: 2029 Notes Principal $ 675,000 Less: 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 2026 $ — 2027 — 2028 — 2029 675,000 2030 — Thereafter 550,000 Total $ 1,225,000 Revolving Credit Facility 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 16 Table of Contents 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 The Company’s Certificate of Incorporation authorizes the issuance of 20 million shares of Preferred Stock which are entitled to a preferred annual cumulative right to a dividend equal to 6.50 % of its nominal value. The preferred dividend will be paid 40.00 % in cash and 60.00 % in kind each year within three business days following the Company's annual meeting. Holders of the Preferred Stock have no voting rights (only protective rights). As of March 31, 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 March 31, 2026 and December 31, 2025, the redemption price was $ 118.3 million and $ 117.2 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 ( 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 primarily due to increased benefits from stock-based compensation, 17 Table of Contents 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. 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 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. 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 March 31, 2026. 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 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. 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. 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. 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 18 Table of Contents 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. 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. 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. 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 three months ended March 31, 2026: Number of Options Weighted-Average Exercise/ Conversion Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2025 14,156,085 $ 8.98 Granted 1,594,730 $ 25.97 Exercised ( 300,000 ) $ 10.00 Forfeited ( 773,000 ) $ 10.00 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 three months ended March 31, 2026 using the Monte Carlo model were as follows: March 31, 2026 Dividend yield — % Risk-free interest rate 4.05 % Expected volatility 49.00 % Expected term (years) 10.00 Suboptimal exercise multiple 2.50 Weighted average exercise price of options granted $ 25.97 Weighted average fair value of options granted $ 14.98 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 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. 19 Table of Contents 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 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. 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 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 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. 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. 20 Table of Contents • 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 March 31, 2026 and December 31, 2025 (in thousands): Fair Value Measurements Using: March 31, 2026 Level 1 Level 2 Level 3 Total Liabilities: Founders advisory fees payable - related party $ 51,678 $ — $ 312,641 $ 364,319 December 31, 2025 Liabilities: Founders advisory fees payable - related party $ 161,399 $ — $ 375,024 $ 536,423 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 March 31, 2026 2025 Fair value, beginning of period $ 375,024 $ 194,662 Founders advisory fees - related party, change in fair value ( 62,383 ) ( 69,400 ) Fair value, end of period $ 312,641 $ 125,262 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 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 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. 21 Table of Contents 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 months ended March 31, 2026 and 2025 are presented below (in thousands): Three Months Ended March 31, 2026 2025 Revenues from products $ 122,567 $ 67,632 Revenues from services 2,379 4,382 Other revenues 123 16 Total net sales $ 125,069 $ 72,030 15 . 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, 2026 2025 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 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, 2026 2025 PBNQSO 145,310 235,000 Total 145,310 235,000 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 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. 22 Table of Contents 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, (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. 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 March 31, 2026 Fire Safety Specialty Products Total Net sales: Product $ 43,042 $ 79,525 $ 122,567 Services and others 2,402 100 2,502 Total net sales $ 45,444 $ 79,625 $ 125,069 Less: Adjusted cost of goods sold $ 19,195 $ 45,289 $ 64,484 Adjusted selling, general and administrative expense 7,558 11,868 19,426 Segment Adjusted EBITDA $ 18,691 $ 22,468 $ 41,159 Less: Depreciation and amortization 27,139 Interest and financing expense 24,356 Founders advisory fees - related party ( 76,378 ) Non-recurring expenses 391 Acquisition costs 8,968 Stock-based compensation expense 2,598 Purchase accounting impact 5,590 Foreign currency gain ( 1,351 ) 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 23 Table of Contents Three Months Ended March 31, 2025 Fire Safety Specialty Products Total Net sales: Product $ 32,765 $ 34,867 $ 67,632 Services and others 4,398 — 4,398 Total net sales $ 37,163 $ 34,867 $ 72,030 Less: Adjusted cost of goods sold $ 18,582 $ 22,620 $ 41,202 Adjusted selling, general and administrative expense 8,496 4,249 12,745 Segment Adjusted EBITDA $ 10,085 $ 7,998 $ 18,083 Less: Depreciation and amortization 16,893 Interest and financing expense 9,644 Founders advisory fees - related party ( 80,613 ) Non-recurring expenses 907 Acquisition costs 561 Stock-based compensation expense 2,671 Foreign currency gain ( 1,159 ) Income before income taxes $ 69,179 Depreciation and amortization $ 12,765 $ 4,128 $ 16,893 Purchases of property and equipment $ 3,262 $ 1,551 $ 4,813 Total segment assets reconciled to consolidated amounts are as follows (in thousands): March 31, 2026 Fire Safety Specialty Products Total Segment assets $ 194,020 $ 252,538 $ 446,558 Cash and cash equivalents 91,624 Goodwill 1,365,415 Customer lists, net 924,377 Technology and patents, net 200,318 Tradenames, net 125,297 Tax assets 10,789 Total consolidated assets $ 3,164,378 December 31, 2025 Fire Safety Specialty Products Total Segment assets $ 191,016 $ 148,192 $ 339,208 Cash and cash equivalents 325,927 Goodwill 1,065,211 Customer lists, net 628,189 Technology and patents, net 184,804 Tradenames, net 86,330 Tax assets 23,338 Total consolidated assets $ 2,653,007 24 Table of Contents Net sales by geographical area are as follows: Three Months Ended March 31, 2026 2025 United States 62 % 68 % Other international sales (1) 38 % 32 % Total net sales 100 % 100 % (1) The Company did not have net sales in excess of 10% in any other countries for the three months ended March 31, 2026 and 2025. Property, plant and equipment, net by geographical area consisted of the following (in thousands): March 31, 2026 December 31, 2025 United States $ 80,185 $ 65,565 Germany 12,778 13,392 Other foreign jurisdictions 8,333 6,181 Total property, plant and equipment, net $ 101,296 $ 85,138 17. 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. 25 Table of Contents