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Item 1. Financial Statements

2026-07-31 compared with 2026-05-06 · 204 added, 189 removed, 482 unchanged (45% of the section changed)

1 unchanged sentence

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

March 31, 2026 December 31, 2025

In Thousands, except per share data June 30, 2026 December 31, 2025

ASSETS (Unaudited)

14 unchanged sentences

Total assets $ 3,244,758 $ 2,653,007

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND EQUITY

Current liabilities:

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Total liabilities 2,223,140 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

Common stock, $ 0.0001 par value per share

Treasury stock, at cost ( 168,197 ) ( 168,197 )

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

( 168,197 ) ( 168,197 )

Additional paid-in capital 2,113,652 2,100,958

1 unchanged sentence

Accumulated deficit ( 901,788 ) ( 793,089 )

Total stockholders’ equity 1,204,849 1,133,319

Total liabilities and stockholders’ equity $ 3,164,378 $ 2,653,007

Total equity 1,021,618 1,133,319

Total liabilities and equity $ 3,244,758 $ 2,653,007

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(in thousands, except share and per share data)

Three Months Ended March 31,

COMPREHENSIVE (LOSS) INCOME

Three Months Ended June 30, Six Months Ended June 30,

In Thousands, except per share data 2026 2025 2026 2025

Net sales $ 213,810 $ 162,639 $ 338,879 $ 234,669

1 unchanged sentence

Gross profit 117,868 101,496 168,655 129,649

Operating expenses (income):

Operating expenses:

Selling, general and administrative expense 26,993 15,967 50,054 32,266

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Other operating expense 3,614 268 12,632 829

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

Operating income 72,487 77,807

Total operating expenses 320,887 127,722 299,187 78,068

Operating (loss) income ( 203,019 ) ( 26,226 ) ( 130,532 ) 51,581

Other expense (income):

1 unchanged sentence

Foreign currency gain ( 1,203 ) ( 2,096 ) ( 2,554 ) ( 3,255 )

Other (income) expense, net ( 364 ) 143

Other expense (income), net 27 ( 212 ) ( 337 ) ( 69 )

Total other expense, net 18,417 7,622 41,058 16,250

Income before income taxes 49,846 69,179

(Loss) income before income taxes ( 221,436 ) ( 33,848 ) ( 171,590 ) 35,331

Income tax benefit (expense) 39,801 1,687 62,891 ( 10,806 )

Net income 72,936 56,686

Net (loss) income ( 181,635 ) ( 32,161 ) ( 108,699 ) 24,525

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 9,132 ) 24,120 ( 15,698 ) 32,005

Total comprehensive income $ 66,370 $ 64,571

Earnings per share:

Total comprehensive (loss) income $ ( 190,767 ) $ ( 8,041 ) $ ( 124,397 ) $ 56,530

(Loss) earnings per share:

Basic $ ( 1.11 ) $ ( 0.22 ) $ ( 0.69 ) $ 0.17

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PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Common Stock Treasury Stock Additional

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Deficit Total

Stockholders'

Shares Amount Shares Amount

In Thousands, except per share data 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

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

Stock-based compensation — — — — 2,888 — — 2,888

Shares issued upon exercise of options 559,860 — — — 4,648 — — 4,648

Net loss — — — — — — ( 181,635 ) ( 181,635 )

Other comprehensive loss — — — — — ( 9,132 ) — ( 9,132 )

Balance, June 30, 2026 189,065,079 $ 19 25,378,156 $ ( 168,197 ) $ 2,113,652 $ ( 22,068 ) $ ( 901,788 ) $ 1,021,618

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Common Stock Treasury Stock Additional

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Deficit Total

Stockholders'

Shares Amount Shares Amount

In Thousands, except per share data 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

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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

See accompanying notes to condensed consolidated financial statements.

PERIMETER SOLUTIONS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

In Thousands 2026 2025

Three Months Ended March 31,

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:

Net (loss) income $ ( 108,699 ) $ 24,525

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

Founders advisory fees - related party (change in fair value) 189,877 16,270

22 unchanged sentences

Purchase of property and equipment ( 18,526 ) ( 17,577 )

Purchase of intangible assets — ( 15,226 )

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

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Cash paid for interest $ 19,573 $ 19,698

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

Cash paid for income taxes $ 5,647 $ 12,844

See accompanying notes to condensed consolidated financial statements

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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 conducts its operations globally, with approximately 76 % of the Company’s 2025 annual revenues 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 :

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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

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.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants.

The FASB issues an Accounting Standards Update (“ASU”) to communicate changes to the codification.

The Company considers the applicability and impact of all ASUs.

ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on the Condensed Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued 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.

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

Accounting Pronouncements Issued but not yet Adopted

In November 2024, the FASB issued ASU No.

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BALANCE SHEET COMPONENTS

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

March 31, 2026 December 31, 2025

Details of certain balance sheet items are presented below:

In Thousands June 30, 2026 December 31, 2025

Raw materials and manufacturing supplies $ 89,752 $ 74,844

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Total accrued expenses and other current liabilities $ 67,062 $ 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.

Depreciation expense related to property, plant and equipment was $ 4.9 million and $ 9.4 million for the three and six months ended June 30, 2026, respectively, and $ 3.3 million and $ 6.1 million for the three and six months ended June 30, 2025, respectively, substantially all of which was presented in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

BUSINESS COMBINATIONS

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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.

1) deferred income taxes or liabilities, 2) valuation of certain intangible and tangible assets, 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):

During the six months ended June 30, 2026, the Company recorded measurement period adjustments of $ 2.2 million related primarily to deferred tax balances as additional information became available regarding facts and circumstances that existed as of the acquisition date.

The adjustment resulted in a corresponding adjustment to goodwill.

Acquisition related costs incurred by the Company as the acquirer, primarily legal and advisory fees, totaled $ 10.3 million and were expensed as incurred during the six months ended June 30, 2026.

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

For the six months ended June 30, 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 $ 108,955

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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

The following table presents the details of the intangible assets acquired in connection with this business combination during the six months ended June 30, 2026 (dollars in thousands), which will be amortized over their estimated useful lives:

Dollars in Thousands Weighted Average Useful Life Estimated Useful Life Fair Value

Customer lists 16 Years 12 to 17 Years

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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.

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

2025 Acquisition

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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

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

Acquisitions — 303,768 303,768

Measurement period adjustments (1)

— 2,247 2,247

Foreign currency translation ( 4,369 ) ( 1,133 ) ( 5,502 )

Balance, March 31, 2026

Balance, June 30, 2026

$ 861,663 $ 504,061 $ 1,365,724

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

March 31, 2026

(1) See Note 4 - Business Combinations for additional information.

Intangible assets and related accumulated amortization as of June 30, 2026 and December 31, 2025 are as follows:

June 30, 2026

Dollars in Thousands Estimated

(in years) Gross Value Accumulated Impairment Foreign

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Tradenames 8 to 20 149,100 — ( 1,878 ) ( 24,158 ) 123,064

Balance, March 31, 2026

Balance, June 30, 2026

$ 1,554,926 $ ( 40,738 ) $ ( 11,127 ) $ ( 279,526 ) $ 1,223,535

December 31, 2025

Dollars in Thousands Estimated

(in years) Gross Value Accumulated Impairment Foreign

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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

Technology and patents (1)

4 to 20 281,426 ( 40,738 ) ( 28 ) ( 55,856 ) 184,804

Tradenames 8 to 20 108,100 — ( 1,024 ) ( 20,746 ) 86,330

1 unchanged sentence

$ 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):

2026 remaining $ 72,194

Thereafter 838,987

Total $ 1,249,992

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)

$ 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

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):

Three Months Ended March 31,

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

imputed interest 10,598 1,879

Present value of lease liabilities $ 38,896 $ 6,314

(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.

Amortization expense for definite-lived intangible assets was $ 24.0 million and $ 46.6 million for the three and six months ended June 30, 2026, respectively, and $ 14.6 million and $ 28.7 million, for the three and six months ended June 30, 2025, respectively.

LONG-TERM DEBT AND PREFERRED STOCK

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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.

As of June 30, 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

The Company incurred $ 10.1 million of debt issuance costs as a result of the 2034 Notes for the six months ended June 30, 2026.

Long-term debt consists of the following:

In Thousands June 30, 2026

Long term debt:

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Long-term debt, net $ 669,823 $ 540,424 $ 1,210,247

December 31, 2025

In Thousands December 31, 2025

Long term debt:

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Long-term debt, net $ 669,122

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

Maturities of long-term debt as of June 30, 2026 are as follows (in thousands):

Years Ending December 31, Amount

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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.

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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.

As of June 30, 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 March 31, 2026, the Company had issued 10 million shares of Preferred Stock, par value $ 0.0001 per share, stated value $ 100.0 million.

As of June 30, 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.

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 $ 3.8 million of dividends on these shares of Preferred Stock were recorded as interest expense for the three and six months ended June 30, 2026, respectively, and $ 1.8 million and $ 3.7 million were recorded as interest expense for the three and six months ended June 30, 2025, respectively, in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

Preferred dividends in arrears were $ 19.5 million and $ 17.2 million at June 30, 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.

At June 30, 2026 and December 31, 2025, the redemption price was $ 119.5 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 ( 46.32 )% for the three months ended March 31, 2026, and 18.06 % for the three months ended March 31, 2025.

The Company’s effective tax rate was 17.97 % and 36.65 % for the three and six months ended June 30, 2026, respectively, and 4.98 % and 30.59 % for the three and six months ended June 30, 2025, respectively.

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

statutory rate of 21 % are 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.

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.

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 valuation allowance for deferred tax assets as of June 30, 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.

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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 is involved in various claims, actions, and legal proceedings arising in the ordinary course of business, including matters related to the aqueous film forming (AFFF) 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.

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

The Company does not have any material unconditional purchase obligations as of June 30, 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 March 31, 2026, there were 188,505,219 and 163,127,063 shares of Common Stock issued and outstanding, respectively.

As of June 30, 2026, there were 189,065,079 and 163,686,923 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.

2 unchanged sentences

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 approximate dollar value of shares that may yet be repurchased under the share repurchase plan was $ 100.0 million as of June 30, 2026 (the “Share Repurchase Plan”).

During the three and six months ended June 30, 2026, the Company did not repurchase any shares under its Share Repurchase Plan.

During the three and six months ended June 30, 2025, the Company repurchased 2,886,221 and 3,774,675 shares, respectively.

The repurchased shares are recorded at cost and are being held in treasury.

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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 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.

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 six months ended June 30, 2026, the Company granted 1,752,630 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 recognizes compensation costs for PBNQSO granted during the six months ended June 30, 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 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.

As of June 30, 2026, there were 13,759,068 PBNQSO outstanding.

The exercise prices of these PBNQSO ranged from $ 2.94 to $ 32.16 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:

The table below summarizes the PBNQSO activity for the six months ended June 30, 2026:

Number of Options Weighted-Average

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Forfeited ( 1,269,730 ) $ 12.05

Outstanding at March 31, 2026

Outstanding at June 30, 2026

13,759,068 $ 10.91 7.48 $ 340,356

Options vested and exercisable 4,500,042 $ 9.12 6.29 $ 119,400

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

The assumptions used to fair value the PBNQSO granted during the six months ended June 30, 2026 using the Monte Carlo model were as follows:

June 30, 2026

Dividend yield — %

Risk-free interest rate 4.05 %

Risk-free interest rate 4.05 % to 4.42 %

Expected volatility 49.00 %

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Weighted average fair value of options granted $ 15.20

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.

Non-cash stock-based compensation expense recognized by the Company for the three and six months ended June 30, 2026 was $ 2.9 million and $ 5.5 million, respectively.

Non-cash stock-based compensation expense recognized by the Company for the three and six months ended June 30, 2025 was $ 2.2 million and $ 4.9 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.

As of June 30, 2026, there was approximately $ 41.8 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 six months ended June 30, 2026, the Company received $ 7.6 million in proceeds from exercises of PBNQSO.

The total intrinsic value of PBNQSO exercised during the six months ended June 30, 2026 was $ 18.0 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 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.

As of June 30, 2026 and December 31, 2025, the fair value of the Fixed Annual Advisory Amount was calculated to be $ 167.5 million and $ 131.3 million, respectively, based on the period end volume weighted average closing share price for ten consecutive trading days of $ 35.53 and $ 27.89 , respectively.

As of June 30, 2026 and December 31, 2025, the fair value of the Variable Annual Advisory Amount, determined using a Monte Carlo simulation model, was $ 1,093.6 million and $ 750.1 million, respectively.

For the three and six months ended June 30, 2026, 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 the liability-classified Advisory Amounts of $ 266.3 million and $ 189.9 million, respectively.

For the three and six months ended June 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 $ 96.9 million and $ 16.3 million, respectively.

FAIR VALUE MEASUREMENTS

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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.

At June 30, 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 $ 660.6 million and $ 669.4 million, respectively.

At June 30, 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 $ 550.2 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 March 31, 2026 and December 31, 2025 (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 June 30, 2026 and December 31, 2025 (in thousands):

Fair Value Measurements Using:

March 31, 2026

June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Fair value, beginning of period $ 312,641 $ 125,262 $ 375,024 $ 194,662

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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).

The EverArc Founder Entity elected to receive approximately 79.6 % of the 2025 Advisory Amounts in shares of Common Stock ( 13,387,003 shares of Common Stock) 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.

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

Three Months Ended March 31,

Revenues for the three and six months ended June 30, 2026 and 2025 are presented below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

In Thousands 2026 2025 2026 2025

Revenues from products $ 178,565 $ 130,773 $ 301,132 $ 199,489

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Total net sales $ 213,810 $ 162,639 $ 338,879 $ 234,669

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

(LOSS) EARNINGS PER SHARE

Basic (loss) earnings per share represents income available to common stockholders divided by the weighted average number of Common Stock 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:

Three Months Ended June 30, Six Months Ended June 30,

In Thousands except share and per share data 2026 2025 2026 2025

Net (loss) income $ ( 181,635 ) $ ( 32,161 ) $ ( 108,699 ) $ 24,525

Weighted-average shares outstanding:

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

Weighted average shares used in computing (loss) earnings per share, basic 163,410,894 147,055,804 158,663,642 147,779,470

PBNQSO — — — 1,188,480

Founders advisory fees — — — 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,

Weighted average shares used in computing (loss) earnings per share, diluted 163,410,894 147,055,804 158,663,642 156,039,133

Basic (loss) earnings per share $ ( 1.11 ) $ ( 0.22 ) $ ( 0.69 ) $ 0.17

Diluted (loss) earnings per share $ ( 1.11 ) $ ( 0.22 ) $ ( 0.69 ) $ 0.16

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

PBNQSO 7,723,977 1,511,730 3,934,644 235,000

Founders advisory fees 10,797,198 7,071,183 7,755,659 —

Total 18,521,175 8,582,913 11,690,303 235,000

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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

Information related to net sales, Segment Adjusted EBITDA, depreciation and amortization, purchases of property and equipment, and purchases of intangible assets are summarized below:

Three Months Ended June 30, 2026

In Thousands Fire Safety Specialty Products Total

Product $ 94,009 $ 84,556 $ 178,565

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Stock-based compensation expense 2,892

Purchase accounting impact 5,590

Purchase accounting impact - inventory step up 4,480

Foreign currency gain ( 1,203 )

Income before income taxes $ 49,846

Loss before income taxes $ ( 221,436 )

Depreciation and amortization $ 14,258 $ 14,650 $ 28,908

Purchases of property and equipment $ 6,939 $ 5,786 $ 12,725

Three Months Ended March 31, 2025

Fire Safety Specialty Products Total

Three Months Ended June 30, 2025

In Thousands Fire Safety Specialty Products Total

Product $ 88,543 $ 42,230 $ 130,773

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Foreign currency gain ( 2,096 )

Loss before income taxes $ ( 33,848 )

Depreciation and amortization $ 13,620 $ 4,304 $ 17,924

Purchases of property and equipment $ 10,409 $ 2,355 $ 12,764

Purchase of intangible assets $ 15,226 $ — $ 15,226

Six Months Ended June 30, 2026

In Thousands Fire Safety Specialty Products Total

Product $ 137,051 $ 164,081 $ 301,132

Services and others 37,486 261 37,747

Total net sales $ 174,537 $ 164,342 $ 338,879

Adjusted cost of goods sold $ 61,084 $ 90,570 $ 151,654

Adjusted selling, general and administrative expense 16,003 24,473 40,476

Segment Adjusted EBITDA $ 97,450 $ 49,299 $ 146,749

Depreciation and amortization 56,047

Interest and financing expense 43,949

Founders advisory fees - related party 189,877

Non-recurring expenses 2,934

Acquisition costs 12,526

Stock-based compensation expense 5,490

Purchase accounting impact - inventory step up 10,070

Foreign currency gain ( 2,554 )

Loss before income taxes $ ( 171,590 )

Depreciation and amortization $ 28,750 $ 27,297 $ 56,047

Purchases of property and equipment $ 10,327 $ 8,199 $ 18,526

Six Months Ended June 30, 2025

In Thousands Fire Safety Specialty Products Total

Product $ 122,575 $ 76,914 $ 199,489

Services and others 34,872 308 35,180

Total net sales $ 157,447 $ 77,222 $ 234,669

Adjusted cost of goods sold $ 52,214 $ 46,987 $ 99,201

Adjusted selling, general and administrative expense 17,489 8,558 26,047

Segment Adjusted EBITDA $ 87,744 $ 21,677 $ 109,421

Depreciation and amortization 34,817

Interest and financing expense 19,574

Founders advisory fees - related party 16,270

Non-recurring expenses 947

Acquisition costs 828

Stock-based compensation expense 4,909

Foreign currency gain ( 3,255 )

Income before income taxes $ 35,331

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Purchases of property and equipment $ 13,671 $ 3,906 $ 17,577

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

March 31, 2026

Fire Safety Specialty Products Total

Purchase of intangible assets $ 15,226 $ — $ 15,226

Total segment assets reconciled to consolidated amounts are as follows:

June 30, 2026

In Thousands Fire Safety Specialty Products Total

Segment assets $ 297,258 $ 262,571 $ 559,829

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December 31, 2025

Fire Safety Specialty Products Total

In Thousands Fire Safety Specialty Products Total

Segment assets $ 191,016 $ 148,192 $ 339,208

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Net sales by geographical area are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

United States 70 % 71 % 67 % 70 %

Canada 6 % 13 % 4 % 9 %

Other international sales (1)

24 % 16 % 29 % 21 %

Total net sales 100 % 100 % 100 % 100 %

(1) The Company did not have net sales in excess of 10% in any other countries for the three 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

(1) The Company did not have net sales in excess of 10% in any other countries for the three and six months ended June 30, 2026 and 2025.

Property, plant and equipment, net by geographical area consisted of the following:

In Thousands June 30, 2026 December 31, 2025

United States $ 88,305 $ 65,565

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Total property, plant and equipment, net $ 109,215 $ 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