Perimeter Solutions, Inc. 10-Q

Item 5. Other Information. 10b5-1 Trading Plans 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. 36 Table of Contents Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) 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. Mr. 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. 37 Table of Contents Item 6. Exhibits. Exhibit Number Description 2.1^ 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). 4.1 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). 4.2 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). 10.1*^ Separation and Release Agreement, dated as of March 31, 2026 by and between Perimeter Solutions, Inc., Perimeter Solutions LP and Edward Goldberg. 31.1 * 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. 31.2 * Certification of Principal Financial 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. 32.1 ** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). * Filed herewith. ** 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. 38 Table of Contents SIGNATURES 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. Date: May 6, 2026 By: /s/ Haitham Khouri Haitham Khouri Chief Executive Officer and Director (Duly Authorized Officer) Date: May 6, 2026 By: /s/ Kyle Sable Kyle Sable Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 39