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What changed in Perimeter Solutions, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Perimeter Solutions, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+365 added−425 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-20)

Top changes in Perimeter Solutions, Inc.'s 2025 10-K

365 paragraphs added · 425 removed · 256 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+27 added−48 removed12 unchanged
Biggest changeAll of our patents and trademarks are registered or pending approval with the U.S. Patent and Trademark Office and in select international offices. Our patent portfolio covers 18 countries, and the protection is focused on key retardant technology and advancements, including corrosion inhibitors, fugitive color systems and liq uid fire retardant compositions and improvements in firefighting foam compositions.
Biggest changeOur patent portfolio covers approximately 19 countries and supports technologies and products across our businesses. Substantially all of our patents and trademarks are registered or pending approval with the U.S. Patent and Trademark Office and in select international offices.
Upon consummation of the Redomiciliation Transaction, each of Perimeter Luxembourg’s issued (i) ordinary shares, with a nominal value of $1.00 per share (the “Lux Ordinary Shares”) and (ii) redeemable preferred shares, with a nominal value of $10.00 each (the “Lux Preferred Shares”), automatically converted by operation of law on a one-for-one basis into (i) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) shares of preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), respectively, in accordance with the terms of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”).
Upon consummation of the Redomiciliation Transaction, each of Perimeter Luxembourg’s (i) ordinary shares, with a nominal value of $1.00 per share (the “Lux Ordinary Shares”) and (ii) redeemable preferred shares, with a nominal value of $10.00 each (the “Lux Preferred Shares”), automatically converted by operation of law on a one-for-one basis into (i) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) shares of preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), respectively, in accordance with the terms of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”).
Prior to November 20, 2024, we were a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W.
Redomiciliation Transaction Prior to November 20, 2024, we were a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W.
One is a tolling facility in Sauget, Illinois, operated by Flexsys Chemical Company, that primarily serves our P 2 S 5 customers in North America. The second facility is located in Knapsack Chemical Park in Hurth, Germany, and serves our P 2 S 5 customers outside North America.
One is a tolling facility in Sauget, Illinois, operated by Flexsys Chemical Company, that primarily serves our P 2 S 5 customers in North America. The second facility, operated by Perimeter, is located in Knapsack Chemical Park in Hurth, Germany, and serves our P 2 S 5 customers outside of North America.
Value-Based and Dynamic Pricing Model Protects Attractive Margins We believe that our comprehensive and closely intertwined product, equipment, and service offerings (described above) provides tremendous value to our customers and serves as an important differentiator.
Value-Based and Dynamic Pricing Model Protects Attractive Margins We believe that our comprehensive and closely intertwined product, equipment, and service offerings provides tremendous value to our customers and serves as an important differentiator.
As a result of the Redomiciliation Transaction, the Company became the successor issuer to Perimeter Luxembourg pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon consummation of the Redomiciliation Transaction, the CUSIP number relating to the Company’s Common Stock was changed to 71385M 107.
As a result of the Redomiciliation Transaction, the Company became the successor issuer to Perimeter Luxembourg pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon consummation of the Redomiciliation Transaction, the CUSIP number relating to the Company’s Common Stock was changed to 71385M107.
Environmental and Regulatory We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to safety, pollution, protection of the environment, product management and distribution, and the generation, storage, handling, transportation , treatment, disposal and remediation of hazardous substances and waste materials.
Regulatory and Environmental, Health and Safety We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to safety, pollution, protection of the environment, product management and distribution, and the generation, storage, handling, transportation, treatment, disposal and remediation of waste materials.
Sales and Marketing Consistent with our overall strategy, our sales and marketing effort aims to continually develop technical solutions that meet customer needs. We have structured our sales efforts in accordance with our business units, which, in-turn, align around our key product offerings and geographies.
Sales and Marketing Consistent with our overall strategy, our sales and marketing efforts aim to continually develop technical solutions that meet customer needs. We have structured our sales efforts in accordance with our business units, which, in turn, align around our key product offerings and geographies.
Custom services include design, construction, and installation of specialized air base retardant equipment, management and staffing of air base retardant operations, and management of air base supply and replenishment services. We have a broad service capability footprint, with full-service operations in over 50 United States and Canadian air bases, and equipment at over 100 bases globally.
Custom services include design, construction, and installation of specialized air base retardant equipment, management and staffing of air base retardant operations, and management of air base supply and replenishment services. We have a broad service capability footprint, with full-service operations at approximately 60 United States and Canadian air bases, and equipment at over 100 bases globally.
We compete for clients based on the quality of our products, the quality and breadth of the equipment and services we offer in conjunction with our products, the quality and knowledge base of our employees, the geographic reach of our products and services, and pricing of our product.
We compete for clients based on the quality of our products, the regulatory approvals and listings of our products, the quality and breadth of the equipment and services we offer in conjunction with our products, the regulatory approvals and listings of our products, the quality and knowledge base of our employees, the geographic reach of our products and services, and pricing of our product.
In the Fire Safety segment, in addition to providing fire retardant, we also provide specialized air base equipment including storage, mixing and loading equipment, as well as the air base management and training services necessary for land and aerial wildland firefighting.
In the Fire Safety segment, in addition to providing fire retardant, we also design, manufacture, install, maintain, and operate specialized air base equipment including storage, mixing and loading equipment, as well as the air base management and training services necessary for land and aerial wildland firefighting.
Our equity compensation plans are designed to assist in attracting, retaining, motivating and rewarding key employees and directors, and promote the creation of long-term value for our shareholders by closely aligning the interests 14 Ta b le of Contents of these individuals with those of our shareholders.
Our equity compensation plans are designed to assist in attracting, retaining, motivating and rewarding key employees and directors, and promote the creation of long-term value for our stockholders by closely aligning the interests of these individuals with those of our stockholders.
To support the advancement of our employees, we offer training and development programs encouraging advancement from within and continue to fill our team with strong and experienced management talent.
The development, attraction and retention of employees is a critical success factor. To support the advancement of our employees, we offer training and development programs encouraging advancement from within and continue to fill our team with strong and experienced management talent.
These facilities are located in close proximity to major USDA Forest Service air bases in the Northwest. We utilize other tolling and warehouse facilities in strategic locations throughout North America to facilitate rapid shipment of products to our customers.
These facilities are located in close proximity to major USDA Forest Service air bases in the Northwest. We utilize other tolling and warehouse facilities in strategic locations throughout North America to facilitate rapid shipment of products to our customers. 9 Table of Contents We produce firefighting foam products in Green Bay, Wisconsin and Mieres, Spain.
Seasonality Sales in our Fire Safety segment, of which approxi mately 90% are in North America, are subject to significant seasonal variation due to the length and the severity of the fire season, which in North America typically extends from 13 Ta b le of Contents April through September, as well as the availability of air tanker capacity.
Seasonality Sales in our Fire Safety segment, of which approximately 87% are in North America, are subject to seasonal variation due to the length and the severity of the fire season, which in North America typically extends from April through September, as well as the availability of air tanker capacity.
The information on or obtainable through our website is not incorporated into this Annual Report. 15 Ta b le of Contents
The information on or obtainable through our website is not incorporated into this Annual Report. 13 Table of Contents
Human Capital Management Employees As of December 31, 2024, we had 319 full-time employees and 11 temporary, seasonal or part-time employees worldwide. Other than 24 employees in Germany, who are represented by a works council, none of our employees are represented by a labor union.
Human Capital Management Employees As of December 31, 2025, we had 356 full-time employees and 15 temporary, seasonal or part-time employees worldwide. Other than 25 employees in Europe represented by a works council, none of our employees are represented by a labor union.
As of December 31, 2024, our intellectual property portfolio consisted of the following: • for the Fir e Safety business, 10 owned U.S. patents, of which we expect 1 to expire in 5 years or less and 9 to expire in more than 5 years, and 35 owned foreign counterpart patents in certain foreign jurisdictions, of which we expect 25 to expire in 5 years or less and 10 to expire in more than 5 years, and • for the Specialty Products business, 3 owned U.S. patents and 2 owned foreign counterpart patents, which we expect to expire in 10 or more years.
As of December 31, 2025, our intellectual property portfolio consisted of the following: • for the Fire Safety Segment, 38 owned U.S. patents, of which we expect 2 to expire in 5 years or less and 36 to expire in more than 5 years, and 49 owned foreign counterpart patents in certain foreign jurisdictions, of which we expect 25 to expire in 5 years or less and 24 to expire in more than 5 years, and • for the Specialty Products Segment, 5 owned U.S. patents and 5 owned foreign counterpart patents, which we expect to expire in 10 or more years.
This customer concentration makes us subject to the risk of nonpayment, nonperformance, re-negotiation of terms or non-renewal by these major customers under our commercial agreements.
No other customer individually represented more than 10% of our 2025 consolidated revenues. This customer concentration makes us subject to the risk of nonpayment, nonperformance, re-negotiation of terms or non-renewal by these major customers under our commercial agreements.
Our Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets. The Company’s largest end market application for our Specialty Products segment is Phosphorus Pentasulfide (“P 2 S 5 ”) based lubricant additives. P 2 S 5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies.
Specialty Products Segment Our 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 domestication was completed in accordance with articles 100-2, 100-3 and 1300-2 of the Luxembourg law dated August 10, 1915 on commercial companies, as amended (the “Luxembourg Company Law”), the procedures of article 450-3 et seq. of the Luxembourg Company Law, and the domestication procedures of Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to which the Company continued its legal existence in Delaware as if Perimeter Luxembourg had originally been incorporated under Delaware law.
On November 20, 2024, we consummated the conversion (the “Redomiciliation Transaction” or “domestication”) of Perimeter Luxembourg into a corporation incorporated under the laws of the State of Delaware, after which Perimeter Luxembourg continues as an entity under the name “Perimeter Solutions, Inc.” The domestication was completed in accordance with articles 100-2, 100-3 and 1300-2 of the Luxembourg law dated August 10, 1915 on commercial companies, as amended (the “Luxembourg Company Law”), the procedures of article 450-3 et seq. of the Luxembourg Company Law, and the domestication procedures of Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to which the Company continued its legal existence in Delaware as if Perimeter Luxembourg had originally been incorporated under Delaware law.
Our Class B foam customers primarily consist of industrial, aviation, and military customers which store and utilize flammable liquids on-site. Our customers in the market for Class A/B foam primarily consist of municipal fire departments. We utilize a traditional sales force in marketing these products and seek to build lasting relationships with our customers.
Our Class A foam customers primarily consist of local fire departments and state wildland agencies, which utilize our products for wildland and structural firefighting. Our customers in the market for Class A/B foam primarily consist of municipal fire departments. We utilize a traditional sales force in marketing these products and seek to build lasting relationships with our customers.
According to PNAS, when homes are built in the WUI, we expect that there will be more wildfires due to human ignitions, and wildfires that occur will pose a greater risk to lives and homes.
According to Proceedings of the National Academy of Sciences of the United States of America, when homes are built in the 8 Table of Contents WUI, we expect that there will be more wildfires due to human ignitions, and wildfires that occur will pose a greater risk to lives and homes.
Firefighting Foams The market for our firefighting foam products is highly fragmented, and subject to intense competition from various manufacturers launching their own competing products. We compete with a variety of firms that offer similar products and services, many o f which are better capitalized than us and may have more resources than we do.
The market for our firefighting foam products is highly fragmented, and subject to intense competition from various manufacturers launching their own competing products. We compete with a variety of firms that offer similar products and services.
Non-Discrimination We do not tolerate discrimination and are committed to high ethical standards and equal employment opportunities in all personnel actions without regard to race, color, religion, gender, national origin, citizenship status, age, marital status, gender identity or expression, sexual orientation, physical or mental disability, or veteran status.
Equity compensation, and specifically performance-based stock options, is a significant component of our equity-based compensation strategy and value-based culture. 12 Table of Contents Non-Discrimination We do not tolerate discrimination and are committed to high ethical standards and equal employment opportunities in all personnel actions without regard to race, color, religion, gender, national origin, citizenship status, age, marital status, gender identity or expression, sexual orientation, physical or mental disability, or veteran status.
Our Mieres, Spain, facility also produces Class A and Class B foams. Both facilities have significant research and development capabilities and live fire testing capabilities. We have firefighting foam equipment manufacturing capabilities at our Post Falls, Idaho facility as well as at our tolling facility in Port Arthur, Texas. Specialty Products We have three key Specialty Products production facilities.
Both facilities have significant research and development capabilities and live fire testing capabilities. We have equipment manufacturing capabilities at our Post Falls, Idaho facility as well as at our tolling facility in Port Arthur, Texas. Specialty Products As of December 31, 2025, we had three key Specialty Products production facilities.
Increasing Firefighting Aircraft Capacity and Usage The size and capacity of the firefighting aircraft fleet is a key driver of the amount of fire retardant consumed annually because demand for retardant typically outpaces available aircraft capacity, as evidenced by data regarding the inability to fill aerial firefighting requests published by the National Interagency Fire Center.
As the WUI expands and the number of homes at risk from wildland fires increases, we expect the use of retardant to protect property and life from threatening wildfires to increase. • Increasing firefighting aircraft capacity and usage: The size and capacity of the firefighting aircraft fleet is a key driver of the amount of fire retardant consumed annually because demand for retardant typically outpaces available aircraft capacity, as evidenced by data regarding the inability to fill aerial firefighting requests published by the National Interagency Fire Center.
The third facility is located in New Hampshire and manufactures highly specialized printed circuit boards. Intellectual Property Portfolio Our intellectual property rights are valuable and important to our business, and we rely on copyrights, trademarks, trade secrets , non-disclosure agreements and electronic and physical security measures to establish and protect our proprietary rights.
Intellectual Property Portfolio Our intellectual property rights are valuable and important to our business, and we rely on copyrights, trademarks, trade secrets, non-disclosure agreements and electronic and physical security measures to establish and protect our proprietary rights.
In the Specialty Products segment, our competitive advantage is based primarily on our long-standing record of reliability and customer support, our global supply capability for critical, high quality raw materials, and our technical expertise to handle and transport hazardous products and manage complex logistics.
In the Specialty Products Segment, our competitive advantages include our long-standing record of reliability and customer support, our global supply capability for critical, high quality raw materials, our ownership of intellectual property necessary to produce proprietary components, our technology leadership in manufacturing technologies, and our technical expertise to handle and transport varied products and manage complex logistics.
We work diligently to build relationships with our customers and stakeholders, and we develop and enhance products and solutions in a highly collaborative manner with our key customers and stakeholders. We provide our retardants in various colors, forms (i.e., liquid or powder concentrates) and for various delivery methods (i.e., fixed wing aircraft, rotor wing aircraft, ground applied, etc.).
We provide our retardants in various colors, forms (i.e., liquid or powder concentrates) and for various delivery methods (i.e., fixed wing aircraft, rotor wing aircraft, ground applied, etc.).
We expect the demand for our retardant products, equipment, and services to grow, and we expect to continue to foster highly responsive and collaborative relationships with existing and potential customers and stakeholders. 12 Ta b le of Contents Firefighting Foams Our Class A foam customers primarily consist of local fire departments, which utilize our products for wildland and structural firefighting.
We expect the demand for our retardant products, equipment, and services to grow, and we expect to continue to foster responsive and collaborative relationships with existing and potential customers and stakeholders. 10 Table of Contents Our Class B foam customers primarily consist of industrial, aviation, and military customers which store and utilize flammable liquids on-site.
Furthermore, we are able to structure tiered pricing, availability pricing and annual pricing escalators with key customers, allowing the business to cover a portion of certain fixed costs in lower-volume years and protect margins over time. Comprehensive Product Offering We are a full-service turnkey supplier to many of our key customers.
Furthermore, we structure tiered pricing, availability pricing and annual pricing escalators with key customers, allowing the business to cover a portion of certain fixed costs in lower-volume years and protect margins over time. Manufacturing Capabilities Fire Safety Our primary fire retardant production facilities are located in McClellan Park and Rancho Cucamonga, California.
We expect Fluorine-Free Foams (“FFF”) to account for a growing percentage of the firefighting foam market over the next several years. We believe that we are positioned to be one of the key players in the FFF market.
We expect Fluorine-Free Foams (“FFF”) to account for a growing percentage of the firefighting foam market over the next several years. We believe that we are a leader in the FFF market. Specialty Products Segment P 2 S 5 is primarily used in the preparation of lubricant additives.
Our production facility in Aix-En-Provence, France, provides fire retardant to our European Union (“EU”) and Israeli customers, while our New South Wales, Australia, facility has repackaging and storing capability to serve our Australian customers. We also utilize third party tolling and/or manufacturing locations in Moreland, Idaho and in Pasco, Washington.
Our production facility in Aix-En-Provence, France, provides fire retardant to our customers across Europe and the Middle East, while our New South Wales, Australia, facility serves our customers in Australia and the broader Asia-Pacific region. We also utilize third party manufacturing locations in Moreland, Idaho and in Pasco, Washington.
Key Market Drivers There are several key market drivers for our business in the Fire Safety and Specialty Products segments. Higher Acres Burned and Longer Fire Seasons The USDA Forest Service data of the last 40 years shows that the acreage burned in the United States has increased over time.
Fire Safety products are mission critical and held to the highest quality standards given the extreme cost of failure. Key trends in the Fire Safety industry include: • Higher acres burned and longer fire seasons: The USDA Forest Service data of the last 40 years shows that the acreage burned in the United States has increased over time.
Our equipment and services are typically purchased and utilized in conjunction with our retardant or foam products and are often priced in a single bundle along with these products. Custom equipment includes specialized air base retardant storage, mixing, and delivery equipment; mobile retardant bases; retardant ground application units; and mobile foam equipment.
Our equipment and services are typically purchased and used in conjunction with our fire retardants and are often priced together as a single 7 Table of Contents bundled offering. Custom equipment includes specialized airbase retardant storage, mixing, and delivery equipment; mobile retardant bases; and retardant ground application units.
We also have the capability to design and manufacture highly custom equipment that operates at very high throughput and reliability levels, including equipment used to support emergency air tanker base and ground crew operations, as well as custom fire suppressant systems for stationary or portable operations typically used at industrial locations or for supporting municipality firefighting capabilities.
We also have the capability to design and manufacture custom equipment that operates at high throughput and reliability levels, including equipment used to support emergency airtanker base and ground crew operations.
In each of North America and Europe, we have one primary competitor for P 2 S 5 . Competitive factors include the quality of our products, our reliability and consistency as a supplier, our ability to innovate and be highly responsive to our customers’ needs, and the pricing of our products.
Competitive factors for our P 2 S 5 business include the quality of our products, our reliability and consistency as a supplier, our ability to innovate and be highly responsive to our customers’ needs, and the pricing of our products. IMS and MMT produce highly specialized machinery, parts, and components that are integrated into customers’ broader systems and workflows.
As a result, development and testing of products, and the approval and licensing of such products, is typically a complex and lengthy process. We plan to maintain our market leadership position through continued investments in innovation and research and development focused on improving, enhancing and customizing our fire retardant products and services on behalf of our customers.
Our retardant products compete with similar solutions, including gels, foams, and water, in addition to numerous global and domestic retardant competitors. We plan to maintain our industry leadership position through continued investments in innovation and research and development focused on improving, enhancing and customizing our fire retardant products and services on behalf of our customers.
Fire Retardants Our fire retardants help slow, stop and prevent wildfires by chemically altering fuels (e.g., vegetation) and rendering them non-flammable. Fire retardant is typically applied ahead of an active wildland fire to stop or slow its spread, in order to allow ground-based firefighters to safely extinguish the fire.
Fire retardant is typically applied ahead of an active wildland fire to stop or slow its spread, in order to allow ground-based firefighters to safely extinguish the fire. Retardants can be applied aerially via fixed or rotor wing aircraft, or by ground using standard fire engines, specialized rail cars, or our dedicated ground-applied retardant units.
The loss of these customers would likely have a material adverse impact on our business, results of operations and cash flows. Competition Fire Retardant The fire retardant business is characterized by its highly specialized nature, its high cost-of-failure, and the integrated nature of the offering across products, specialized equipment, and services.
Competition Fire Safety The fire retardant business is characterized by its highly specialized nature, its high cost-of-failure, and the integrated nature of the offering across products, specialized equipment, and services. As a result, development and testing of products, and the approval and licensing of such products, is typically a complex and lengthy process.
As of 2018, the WUI now includes one-third of all homes in the United States although it occupies less than one-tenth of the land area in the U.S.
As of 2020, the Wildland-Urban Interface (“WUI”) now includes 32% of all homes in the United States although it occupies 9.4% of the land area in the United States.
We conduct our operations globally, with approximately 79% of our annual revenues derived in the United States, approximately 10% in Europe and approximately 6% in Canada with the remaining approximately 5% sprea d across various other countries.
We conduct our operations globally, with approximately 76% of our 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. Our long‑term vision is to build a diversified portfolio of high-quality industrial businesses via re-investment in organic growth and further acquisitions.
Specialty Products Our Specialty Products segment consists of several key global customers in the lubricant additives, agricultural, mineral extraction, emerging electric battery technologies, and other various markets. Our focus is on maintaining our existing customers, expanding their utilization of our products and services, growing our business in the emerging technologies markets and growth through business acquisitions.
Specialty Products Our Specialty Products Segment serves several key global customers in the lubricant additives, agricultural, mineral extraction, emerging electric battery technologies, communications infrastructure, energy infrastructure, defense systems, industrial systems and other various markets, and with the acquisition of MMT, the medical device industry.
If acreage burned continues to increase and the fire season continues to lengthen, we expect the demand and usage of fire retardant to increase. Increasing Wildland Urban Interfaces Urban development is pushing farther out of cities and into the wilderness for both primary and secondary residences.
In addition, proactive initial attack strategies by government agencies can drive earlier and more consistent use of fire retardant throughout the fire season. • Increasing wildland urban interfaces: Urban development is pushing farther out of cities and into the wilderness for both primary and secondary residences.
The number of global miles driven has generally increased over time resulting in more engine wear and tear and increased demand for motor oil. Secondary markets for P 2 S 5 include agricultural applications in the production of intermediates for pesticides and insecticides, flotation chemistry in the mining industry, and for hydraulic and cutting fluids.
Secondary markets for P 2 S 5 include agricultural applications in the production of intermediates for pesticides and insecticides, flotation chemistry in the mining industry, for certain battery technologies, and for hydraulic and cutting fluids. IMS demand is primarily driven by recurring aftermarket repair and replacement needs for installed systems across its end markets.
While there is variability in the acreage burned in any given year, the ten-year trailing average of acres 9 Ta b le of Contents burned in the United States has increased from a ten-year trailing average of 3.3 million acres burned in 1997, to a ten-year trailing average of 7.5 million acres burned in 2024.
The ten-year trailing average of acres burned in the United States has increased from a ten-year trailing average of 3.3 million acres burned in 1997, to a ten-year trailing average of 7.0 million acres burned in 2025. The U.S. fire season is also lengthening on a consistent basis. According to a 2024 report published by U.S.
Significant Customers For fiscal year 2024, our two largest customers, the USDA Forest Service and the U.S. Bureau of Land Management accounted for 34% and 11%, respectively, of our consolidated revenues. No other customer individually represented more than 10% of our 2024 consolidated revenues.
Our focus is on maintaining our existing customers, expanding their utilization of our products and services, growing our business in the emerging technologies markets and growth through business acquisitions. Significant Customers For fiscal year 2025, our two largest customers, the USDA Forest Service and the U.S. Bureau of Land Management accounted for 32% and 11%, respectively, of our consolidated revenues.
We believe that we offer our customers an attractive value proposition based on these competitive factors, which allows us to compete effectively in the marketplace. Specialty Products Our Specialty Products business is primarily focused on the North American and European markets, with a smaller focus in Asia and South America.
We believe that we offer our customers an attractive value proposition based on these competitive factors, which allows us to compete effectively in the marketplace. Certain of our foam products have received U.S. Department of Defense military specification (“MIL-SPEC”) qualifications, which we believe provide a competitive advantage in military and airport emergency response applications.
Each business unit has a business unit manager, who is responsible for achieving targeted financial and operational results, including the business unit’s sales and marketing efforts. Customers The markets in which we sell our products are, to varying degrees, cyclical and have experienced upswings and downturns.
Each business unit has a business unit manager who is responsible for achieving targeted financial and operational results, including the business unit’s sales and marketing efforts. Customers Our customers vary by solution, with minimal overlap between the customer bases for each business. Fire Safety Fire retardant customers are largely government agencies, with responsibility for protecting both government and private land.
In addition to our Rancho Cucamonga facility, we have fire retardant production capability at two Canadian plants: one in Kamloops , British Columbia and the other in Sturgeon County, Alberta. These sites manufacture Phos-Chek ® products for sale to Canadian customers.
The McClellan Park location was opened in 2025 and serves as a major hub for production and distribution, supporting our ability to deliver fire retardant to airbases in North America within hours. Additionally, we have fire retardant production capability at two Canadian plants: one in Kamloops, British Columbia and the other in Sturgeon County, Alberta.
We have the largest fleet of specialized tote bins in the world that utilize patented technology to ensure safe handling and transport of our products. Move Toward Fluorine-Free Firefighting Foams There is an accelerating transition in the fire suppression market towards products that do not contain intentionally added PFAS.
Increasing air tanker capacity and modernization is a global trend, with more, larger, and more sophisticated tankers being used in various parts of the world. • Move toward Fluorine Free Firefighting Foams: There is an accelerating transition in the fire suppression market towards products that do not contain intentionally added Per- and polyfluoroalkyl (“PFAS”) substances.
Since 2010, U.S. aircraft capacity increased significantly and is expected to further increase. Increasing air tanker capacity and modernization is a global trend, with more, larger, and more sophisticated tankers being used in various parts of the world.
Since 2010, U.S. aircraft capacity increased significantly and is expected to further increase.
Our Class B foam products are primarily used by industrial customers with significant amounts of flammable and combustible liquids on-site, including petrochemical facilities, airports and other aviation and aerospace facilities, various military and defense facilities, and other industrial and commercial facilities.
Our fire suppressants primarily consist of Class B firefighting foams, which are used to suppress flammable and combustible liquid fires. Class B foams form a rapid, stable blanket that prevents ignition and are used primarily by industrial customers with significant hydrocarbon exposure, including petrochemical facilities, airports, military installations, and other industrial sites.
Growth in Miles Driven, Opportunities in Secondary Markets The Company’s largest end market application for our Specialty Products segment is P 2 S 5 based lubricant additives. The consumption of lubricant additives is driven by the social and economic trends globally of increased vehicle production and miles driven.
The consumption of lubricant additives is driven by the social and economic trends globally of increased vehicle production and miles driven. The number of global miles driven has generally increased over time resulting in more engine wear and tear and increased demand for motor oil.
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Item 1. Business. Overview We are a global solutions provider for the Fire Safety and Specialty Products industries. Our Fire Safety segment is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires.
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Item 1. Business. Overview We are a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications. Our current operations span firefighting products, lubricant additives, electronic components and, following the acquisition of Medical Manufacturing Technologies, LLC (“MMT”) in January 2026, highly engineered machinery for the medical device industry.
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Our Fire Safety segment also offers specialized equipment and services, typically in conjunction with our fire management products to support firefighting operations. Our service network can meet the emergency resupply needs of over 150 air tanker bases in North America, as well as many other customer locations globally.
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We develop products that address complex customer challenges where there is little margin for error. Our offerings are typically a small part of a much broader solution that serves a growing end market. Our goal is to meet customer needs better than any alternative in every market we serve.
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On November 20, 2024, we consummated the conversion (the “Redomiciliation Transaction” or “domestication”) of Perimeter Luxembourg into a corporation incorporated under the laws of the State of Delaware, after which Perimeter Luxembourg continues as an entity under the name “Perimeter Solutions, Inc.” (“we,” “us,” “our” or the “Company”).
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We aim to maximize our organic reinvestment into our business to best serve our customers and to support the rigorous application of our Operational Value Drivers: seeking out profitable new business, structurally improving operational productivity, and sharing in value creation through value-based pricing. These Operational Value Drivers are overseen by general managers that operate in our decentralized operating structure.
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On November 9, 2021 (the “Closing Date”), Perimeter Luxembourg consummated the transactions contemplated by the business combination (the “Business Combination”) with EverArc Holdings Limited, a company limited by shares incorporated with limited liability in the British Virgin Islands and the former parent company of Perimeter Luxembourg ("EverArc"), SK Invictus Holdings, S.à r.l., a limited liability company ( société à responsabilité limitée ) governed by the laws of the Grand Duchy of Luxembourg ("SK Holdings"), SK Invictus Intermediate S.à r.l., a limited liability company ( société à responsabilité limitée ) governed by the laws of the Grand Duchy of Luxembourg ("SK Intermediate"), doing business under the name Perimeter Solutions and EverArc (BVI) Merger Sub Limited, a company limited by shares incorporated with limited liability in the British Virgin Islands and a wholly-owned subsidiary of Perimeter Luxembourg ("Merger Sub") pursuant to a business combination agreement (the “Business Combination Agreement”) dated June 15, 2021. 7 Ta b le of Contents In connection with the Business Combination, the Merger Sub merged with and into EverArc, with EverArc surviving such merger as a direct wholly-owned subsidiary of Perimeter Luxembourg (the “Merger”).
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These managers have full operational autonomy paired with accountability to deliver results for customers and stockholders, with strong alignment between compensation and results. We believe our Operational Value Drivers maximize our free cash flow.
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The Merger was accounted for as a common control transaction, where substantially all of the net assets of Perimeter Luxembourg were those previously held by EverArc. The acquisition of SK Intermediate was accounted for using the acquisition method of accounting and the financial statements reflect a new basis of accounting based on the fair value of the net assets acquired.
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We then seek to maximize long-term per share equity value through a clear focus on the allocation of our capital as well as the management of our capital structure. We expect the combination of free cash flow and incremental borrowing capacity generates substantial capital available to allocate.
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Segments Our business is organized and managed in two reporting segments: Fire Safety and Specialty Products. Fire Safety Segment The Fire Safety segment provides fire retardants and firefighting foams, as well as specialized equipment and services typically offered in conjunction with our retardant and foam products.
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We believe our capital allocation strategy, which prioritizes first high-return organic reinvestment opportunities, followed by opportunistic share repurchases, and finally the acquisition of new businesses, is a critical factor in achieving Perimeter’s dual purposes: serving our customers well while delivering private-equity-like stockholder returns.
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Retardants can be applied aerially via fixed or rotor wing aircraft, or by ground using standard fire engines or dedicated ground-applied retardant units. Our products are differentiated by a high level of retardant effectiveness, visibility, viscosity, adherence to vegetation, and persistence through weathering.
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Whether built organically or acquired, we intend to apply our strategy centered on decentralized management, our Operational Value Drivers, and thoughtful capital allocation to ensure we serve our customers well while delivering on our returns promise to stockholders. Segments Our business is organized and managed in two reporting segments: Fire Safety and Specialty Products.
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Our fire retardant customers are typically government agencies with responsibility for protecting both government and private land, although we also serve commercial customers. We supply federal, state, provincial, local/municipal, and commercial customers around the world, including in the United States, Canada, France, Spain, Italy, Chile, Australia and Israel.
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Fire Safety Segment The Fire Safety Segment includes the manufacture and sale of fire retardants and fire suppressants, together with related equipment and services, used in wildfire, industrial and structural firefighting operations. Our fire retardants help slow, stop and prevent wildfires by chemically altering fuels (e.g., vegetation) and rendering them non-flammable.
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We are a supplier of USDA Forest Service qualified fire retardant – a standard that many countries have adopted for ensuring fire retardant is effective, safe and environmentally friendly. While fire retardant is primarily used to stop or slow the spread of active wildland fires, our fire retardant is also increasingly utilized in a preventative capacity.
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All of our products have a high level of retardant effectiveness, with specific stock keeping units or SKUs, differing in visibility, viscosity, adherence to vegetation, and persistence through weathering. Our fire retardant customers are typically government agencies with responsibility for protecting both government and private land, although we also serve a diverse range of commercial customers.
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We are expanding our offerings to several high hazard industries. Wildfires ignited by utilities have turned into some of the most devastating wildfires in U.S. history, many of which have occurred in recent years. Western U.S. states in particular are becoming increasingly diligent in wildfire prevention efforts and increasing their investments to prevent wildfire risk.
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We supply federal, state, provincial, local/municipal, and commercial customers around the world. We are a leading supplier of fire retardants listed on the USDA Forest Service Qualified Products List, which is a leading global benchmark for ensuring fire retardant is effective, safe and environmentally friendly. We also offer a broad range of equipment and services to support fire retardant operations.
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We are focused on being an innovation leader in fire retardant, driving continuous improvements in product performance to offer increasing value for our customers. We have made significant enhancements in safety, environmental stewardship and effectiveness, as well as advancements in visibility and aerial drop performance.
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We also produce Class A, Class A/B, and training foams, which serve structural/wildland, municipal, and training applications, respectively. We complement our fire suppressants with custom equipment and operational services, including foam delivery systems, mixing and proportioning equipment, and installation and support services that enhance customer readiness.
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Working in partnership with the USDA Forest Service wildland fire chemicals group to characterize and develop new products, we consistently release new standard-setting products, including the Phos-Chek ® “Fx” family of ultra-high visibility fugitive-colored products, Phos-Chek LCE20-Fx next generation liquid concentrate, which combines high performance with improved environmental performance, and Phos-Chek Fortify ® durable retardant, which can offer long-term protection until a significant rainfall event.
Added
The Specialty Products segment also includes Intelligent Manufacturing Solutions (“IMS”), which is a manufacturer of electronic or electro-mechanical components of larger solutions.
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Firefighting Foams We offer a comprehensive and effective line of firefighting foam, including Class A, Class B, Class A/B, and training foams. Class A foam is primarily used to combat structural fires and wildfires. Class A foam is specially formulated with surfactants that significantly reduce the foam solution’s surface tension making it more effective for structural fire suppression.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe failure of our patents, trademarks or confidentiality agreements to protect our processes, technology, trade secrets or proprietary know-how and the brands under which we market and sell our products could have a material adverse effect on our business, financial condition and results of operations. 20 Ta b le of Contents Our patents may not provide full protection against competing manufacturers in the United States, or in countries outside of the United States, including members of the European Union and certain other countries, and patent terms may also be inadequate to protect our products for an adequate amount of time.
Biggest changeThe failure of our patents, trademarks or confidentiality agreements to protect our processes, technology, trade secrets or proprietary know-how and the brands under which we market and sell our products could have a material adverse effect on our business, financial condition and results of operations.
The loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business and inhibit our ability to operate and grow successfully. Our success depends on the continuing services of certain members of the current management team.
The loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business and inhibit our ability to operate and grow successfully. Our success depends on the continuing services of certain members of our current management team.
We operate on a global basis, with a substantial portion of our revenues made to destinations outside the United States. We face several risks inherent in conducting business internationally, including compliance with applicable economic sanctions laws and regulations, such as laws and regulations administered by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S.
We operate on a global basis, with a portion of our revenues made to destinations outside the United States. We face several risks inherent in conducting business internationally, including compliance with applicable economic sanctions laws and regulations, such as laws and regulations administered by U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S.
In addition, actions by a third-party logistics supplier that fail to comply with contract terms or applicable laws and regulations could result in such third-party logistics supplier exposing us to claims for damages, financial penalties and reputational harm, any of which could have a material adverse effect in our business, financial condition and results of operations.
In addition, actions by a third-party logistics supplier that fail to comply with contract terms or applicable laws and regulations could result in such third-party logistics supplier exposing us to claims for damages, financial penalties and reputational harm, any of which could have a material adverse effect on our business, financial condition and results of operations.
These anti-takeover provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board, which will be responsible for appointing the members of our management, and may discourage, delay, or prevent a transaction involving a change in control of the Company that is in the best interest of our minority shareholders.
These anti-takeover provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which will be responsible for appointing the members of our management, and may discourage, delay, or prevent a transaction involving a change in control of the Company that is in the best interest of our minority stockholders.
Alternatively, if a court were to find these provisions of the Company’s Organizational Documents inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition, or operating results.
Alternatively, if a court were to find these provisions of our Organizational Documents inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition, or operating results.
In our specialty products business, we supply P 2 S 5 which is primarily used in the lubricant additives market to produce a critical compound in lubricating oils. As more electric vehicles emerge on the automobile market, use of the internal combustion engine may decline, thereby lessening demand for some of our specialty products.
In our specialty products segment, we supply P 2 S 5 which is primarily used in the lubricant additives market to produce a critical compound in lubricating oils. As more electric vehicles emerge on the automobile market, use of the internal combustion engine may decline, thereby lessening demand for some of our specialty products.
If we are successful in attracting and retaining such individuals, it is likely that our payroll costs and related expenses will increase significantly and that there will be additional dilution to existing shareholders as a result of equity incentives that may need to be issued to such management personnel.
If we are successful in attracting and retaining such individuals, it is likely that our payroll costs and related expenses will increase significantly and that there will be additional dilution to existing stockholders as a result of equity incentives that may need to be issued to such management personnel.
We derive a substantial portion of our revenues from customers located in foreign countries. The amount of our foreign sales may increase in the future.
We derive a portion of our revenues from customers located in foreign countries. The amount of our foreign sales may increase in the future.
With regards to our specialty products business, our use of hazardous substances in our manufacturing processes and the generation of hazardous wastes not only by us, but by prior occupants of our facilities, suggest that hazardous substances may be present at or near certain of our facilities or may come to be located there in the future.
With regards to our specialty products segment, our use of hazardous substances in our manufacturing processes and the generation of hazardous wastes not only by us, but by prior occupants of our facilities, suggest that hazardous substances may be present at or near certain of our facilities or may come to be located there in the future.
Within the European Union, legislators have adopted the General Data Protection Regulation (the “GDPR”) which became effective in May 2018. The GDPR includes more stringent operational requirements for processors and controllers of personal data than previous EU data protection laws and imposes significant penalties for non-compliance.
Within the EU, legislators have adopted the General Data Protection Regulation (the “GDPR”) which became effective in May 2018. The GDPR includes more stringent operational requirements for processors and controllers of personal data than previous EU data protection laws and imposes significant penalties for non-compliance.
Subject to the restrictions in the agreements that govern our revolving credit facility, we may incur substantial additional indebtedness (including secured indebtedness) in the future. These restrictions are subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial.
Subject to the restrictions in the agreements that govern our amended and restated revolving credit facility, we may incur substantial additional indebtedness (including secured indebtedness) in the future. These restrictions are subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial.
We will be obligated to pay the Advisory Amounts to the EverArc Founder Entity until the years ending December 31, 2027 and 2031, respectively. The portion of the Advisory Amounts payable in shares of our Common Stock will reduce the percentage shareholdings for those shareholders holding our Common Stock.
We will be obligated to pay the Advisory Amounts to the EverArc Founder Entity until the years ending December 31, 2027 and 2031, respectively. The portion of the Advisory Amounts payable in shares of our Common Stock will reduce the percentage shareholdings for those stockholders holding our Common Stock.
The Company’s Organizational Documents, which were effective upon completion of the Redomiciliation Transaction, include the following anti-takeover provisions: • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our Board to establish the size of the board of directors and to appoint a director to fill a vacancy, however occurring, including by expanding our Board; • the ability of our Board to authorize the issuance of additional series of preferred stock and to determine the price and other terms of those shares, including voting or other rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us; and • the limitation of liability of, and provision of indemnification to, our directors and officers.
Our Organizational Documents include the following anti-takeover provisions: • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our Board to establish the size of the board of directors and to appoint a director to fill a vacancy, however occurring, including by expanding our Board; • the ability of our Board to authorize the issuance of additional series of preferred stock and to determine the price and other terms of those shares, including voting or other rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us; and • the limitation of liability of, and provision of indemnification to, our directors and officers.
We have a global supply chain, and geopolitical conflicts may cause delays in the global supply chain, decreased shipping capacity and a reduction in overall shipping resources, resulting in longer lead times for key raw materials to be transported to our facilities.
We have a global supply chain, and geopolitical conflicts may cause delays in the global supply chain, decreased shipping capacity, price fluctuations and a reduction in overall shipping resources, resulting in longer lead times for key raw materials to be transported to our facilities.
The forum selection provision in the Company’s Organizational Documents does not apply to establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability created by the Securities Act or the Exchange Act.
The forum selection provision in our Organizational Documents does not apply to establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability created by the Securities Act or the Exchange Act.
This could adversely affect our relationships with our customers and could cause delays in shipment of our products and adversely affect our business, financial condition and results of operations. In addition, increased raw materials costs could result in lower gross margins.
This could adversely affect our relationships with our customers and could cause delays in shipment of our products and adversely affect our business, financial condition and results of operations. In addition, increased raw materials costs, labor costs and costs of services could result in lower gross margins.
We may face increased capital and operating costs to comply with GHG emissions regulations and these costs could be material. The potential impact of current and proposed environmental laws and regulations is uncertain.
We may face increased capital and operating costs to comply with GHG emissions regulations which could be material. The potential impact of current and proposed environmental laws and regulations is uncertain.
Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions.
We intend to pursue acquisitions. Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions.
We are also subject to ongoing reviews of our products, manufacturing processes and facilities by government authorities, and such agencies may at times be involved in challenges by outside groups, and as a result, the Company may be required to must also produce product data and comply with detailed regulatory requirements.
We are also subject to ongoing reviews of our products, manufacturing processes and facilities by government authorities, and such agencies may at times be involved in challenges by outside groups, and as a result, we may be required to also produce product data and comply with detailed regulatory requirements.
In addition, intellectual property litigation or claims could force us to do one or more of the following: • cease selling products that contain asserted intellectual property; • pay substantial damages for past use of the asserted intellectual property; • obtain a license from the holder of the asserted intellectual property, which may not be available on reasonable terms; and • redesign or rename, in the case of trademark claims, our products to avoid infringing the rights of third parties.
In addition, intellectual property litigation or claims could force us to do one or more of the following: (i) cease selling products that contain asserted intellectual property; (ii) pay substantial damages for past use of the asserted intellectual property; (iii) obtain a license from the holder of the asserted intellectual property, which may not be available on reasonable terms; and (iv) redesign or rename, in the case of trademark claims, our products to avoid infringing the rights of third parties.
In addition, other countries and regions of the world already have or may adopt legislation similar to REACH that affect our business, affect our ability to import, manufacture or sell certain products in these jurisdictions, and have required or will require us to incur increased costs. The Frank R.
REACH may affect our ability to import, manufacture and sell certain products in the EU. In addition, other countries and regions of the world already have or may adopt legislation similar to REACH that affect our business, our ability to import, manufacture or sell certain products in these jurisdictions, and have required or will require us to incur increased costs.
Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of various types of data, including data that identifies or may be used to identify an individual, such as names, email addresses and in some jurisdictions, Internet Protocol addresses.
Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of various types of data, 28 Table of Contents including data that identifies or may be used to identify an individual, such as names, email addresses and in some jurisdictions, Internet Protocol addresses.
Additionally, adequate remedies may not be available in the event of an unauthorized use or disclosure of such trade secrets and know-how, and others could obtain knowledge of such trade secrets through independent development or other access by legal means.
Additionally, adequate remedies may not be available in the event 17 Table of Contents of an unauthorized use or disclosure of such trade secrets and know-how, and others could obtain knowledge of such trade secrets through independent development or other access by legal means.
If we are unable to access the capital markets on favorable terms at the time a debt obligation becomes due in the future. The price and terms upon which we might receive such extensions or additional bank credit, if at all, could be more onerous than those contained in existing debt agreements.
If we are unable to access the capital markets on favorable terms at the time a debt 18 Table of Contents obligation becomes due in the future. The price and terms upon which we might receive such extensions or additional bank credit, if at all, could be more onerous than those contained in existing debt agreements.
Amerex is barred from making new, third-party indemnity claims against Perimeter after December 31, 2021. There are also AFFF cases pending against Perimeter in the MDL on the basis of its manufacturing, distribution, and sale of non-Solberg products, including Phos-Chek. There are currently no AFFF cases against Perimeter pending in state court.
Amerex is barred from making new, third-party indemnity claims against Perimeter after December 31, 2021. There are also AFFF cases pending against Perimeter in the MDL on the basis of its manufacturing, distribution, and sale of non-Solberg products, including Phos-Chek.
The process of seeking any necessary approvals can be costly, time consuming and subject to unanticipated and significant delays. Approvals may not be granted to us on a timely basis, or at all.
The process of seeking any necessary approvals can be costly, time consuming and subject to 24 Table of Contents unanticipated and significant delays. Approvals may not be granted to us on a timely basis, or at all.
Further changes to these and similar 26 Ta b le of Contents regulations could restrict our ability to expand, build or acquire new facilities, require us to acquire costly control equipment, cause us to incur expenses associated with remediation of contamination, cause us to modify our manufacturing or shipping processes or otherwise increase our cost of doing business and have a negative impact on our business, financial condition and results of operations.
Further changes to these and similar regulations could restrict our ability to expand, build or acquire new facilities, require us to acquire costly control equipment, cause us to incur expenses associated with remediation of contamination, cause us to modify our manufacturing or shipping processes or otherwise increase our cost of doing business and have a negative impact on our business, financial condition and results of operations.
Although Amerex retained certain pre-closing liabilities for Solberg, there are approximately 430 indemnity claims that Amerex noticed to Perimeter prior to the expiration of a contractual indemnity period, and some potential direct claims, that have been made against Perimeter on the basis of the Company’s ownership of Solberg after January 1, 2019.
Although Amerex retained certain pre-closing liabilities for Solberg, Amerex noticed indemnity claims to Perimeter prior to the expiration of a contractual indemnity period, and some potential direct claims, that have been made against Perimeter on the basis of the Company’s ownership of Solberg after January 1, 2019.
Some of these laws and regulations relate to what are frequently called “emerging contaminants,” such as PFAS. Some of the Company’s products use fluorine as a raw material, which is considered a PFAS chemical.
Some of these laws and regulations relate to what are frequently called “emerging contaminants,” such as PFAS. Some of our products use fluorine as a raw material, which is considered a PFAS chemical.
In addition, the adoption of new laws, rules or regulations related to climate change poses risks that could harm our results of operations or affect the way we conduct our businesses. For example, new or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts.
In addition, the adoption of new laws, rules or regulations related to climate change poses risks that could harm our results of operations or affect the way we conduct our businesses and require us to make substantial expenditures to enhance our environmental compliance efforts.
In addition to meeting the USDA Forest Service standards, the agency may be required to consult with various government agencies, for example, the Environmental Protection Agency, to meet additional requirements and regulations.
In addition to meeting the USDA Forest Service standards, the agency may be required to consult with other government agencies, for example, the Environmental Protection Agency (“EPA”), to meet additional requirements and regulations.
Our Organizational Documents provide that, subject to limited exceptions and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or stockholders to the Company or to its stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Company’s Organizational 30 Ta b le of Contents Documents (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Company governed by the internal affairs doctrine.
Our Organizational Documents provide that, subject to limited exceptions and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or stockholders to us or to our stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or our Organizational Documents (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against us governed by the internal affairs doctrine.
New laws and regulations may be introduced in the future that could result in additional compliance costs, bans on product sales or use, seizures, confiscation, recall or monetary fines, any of which could prevent or inhibit the development, distribution or sale of our products and could increase our customers’ efforts to find less hazardous substitutes for our products.
New laws and regulations may be introduced in the future that could result in additional compliance costs, bans on product sales or use, seizures, confiscation, recall or monetary fines, any of which could prevent or inhibit the development, distribution or sale of our products and could cause our customers to find less hazardous substitutes for our products.
Developing alternate sources of supply for these raw materials is time-consuming, difficult, and costly as they require extensive qualifications and testing, and we may not be able to source these raw materials on terms that are acceptable to us, or at all, which may undermine our ability to meet our requirements or to 19 Ta b le of Contents fill customer orders in a timely manner.
Developing alternate sources of supply for these raw materials is time-consuming, difficult, and costly as they require extensive 16 Table of Contents qualifications and testing, and we may not be able to source these raw materials on terms that are acceptable to us, or at all, which may undermine our ability to meet our requirements or to fill customer orders in a timely manner.
We rely on third-party logistics suppliers for the distribution, storage and transportation of raw materials, operating supplies and products. We rely on third-party logistics suppliers for the distribution, storage and transportation of raw materials, operating supplies and products. Delays or disruptions in the supply chain may adversely impact our ability to manufacture and distribute products thus impacting business financials.
We rely on third-party logistics suppliers for the distribution, storage and transportation of raw materials, operating supplies and products. We rely on third-party logistics suppliers for the distribution, storage and transportation of raw materials, operating supplies and products. Delays or disruptions in the supply chain may adversely impact our ability to manufacture and distribute products.
Raw materials shortages or pricing fluctuations could be material in the future. In the event of a raw materials shortage, supply interruption or material pricing change from suppliers of these raw materials, we may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources.
In the event of a raw materials shortage, supply interruption or material pricing change from suppliers of these raw materials, we may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources.
Manufacturing of our specialty products and fire retardant products is concentrated at certain facilities. In the event of a significant manufacturing difficulty, disruption or delay, we may not be able to develop alternate or secondary manufacturing locations without incurring material additional costs and substantial delays.
Manufacturing of our specialty products, including products manufactured by our MMT Business, and fire retardant products is concentrated at certain facilities. In the event of a significant manufacturing difficulty, disruption or delay, we may not be able to develop alternate or secondary manufacturing locations without incurring material additional costs and substantial delays.
The FCPA, UK Bribery Act, and similar anti-corruption, anti-bribery and anti-kickback laws in other jurisdictions generally prohibit companies, their employees, their intermediaries and their 25 Ta b le of Contents agents from providing anything of value to government officials or any other persons for the purpose of improperly obtaining or retaining business.
The FCPA, UK Bribery Act, and similar anti-corruption, anti-bribery and anti-kickback laws in other jurisdictions generally prohibit companies, their employees, their intermediaries and their agents from providing anything of value to government officials or any other persons for the purpose of improperly obtaining or retaining business.
Liability under these laws may be imposed without regard to whether we were aware of, or caused, the contamination and, in some cases, liability may be joint or several. 27 Ta b le of Contents Our facilities are subject to increasingly more stringent federal, state and local environmental laws and regulations.
Liability under these laws may be imposed without regard to whether we were aware of, or caused, the contamination and, in some cases, liability may be joint or several. Our facilities are subject to increasingly more stringent federal, state and local environmental laws and regulations.
We expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy, data protection, marketing, consumer communications, information security and local data residency in the United States, the European Union and other jurisdictions, and we cannot determine the impact such future laws, regulations and standards may have on our business, financial condition and results of operations.
We expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy, data protection, information security and local data residency in the United States, the EU and other jurisdictions, and we cannot determine the impact such future laws, regulations and standards may have on our business, financial condition and results of operations.
A small number of customers represent a significant portion of our revenue, and a loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations. A small number of customers represent a significant portion of our revenue.
A small number of customers represent a significant portion of our revenue, and a loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations. In our fire safety segment, a small number of customers represent a significant portion of our revenue.
Any such arrangements could, in turn, increase the risk that our leverage may adversely affect our future financial and operating flexibility and thereby impact our ability to pay cash distributions at expected rates. 22 Ta b le of Contents We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face.
Any such arrangements could, in turn, increase the risk that our leverage may adversely affect our future financial and operating flexibility and thereby impact our ability to pay cash distributions at expected rates. We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face.
Sales to the USDA Forest Service and the state of California represent a substantial portion of our revenues, and this concentration of our sales makes us substantially dependent on those customers. This customer concentration makes us subject to the risk of nonpayment, nonperformance, re-negotiation of terms or non-renewal by these major customers under our commercial agreements.
Bureau of Land Management and the state of California represent a substantial portion of our revenues, and this concentration of our sales makes us substantially dependent on those customers. This customer concentration makes us subject to the risk of nonpayment, nonperformance, re-negotiation of terms or non-renewal by these major customers under our commercial agreements.
Any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause our customers and partners to lose trust in us, which could have an adverse effect on our reputation and business.
Any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity, and could cause reputational harm, which could have an adverse effect on our business.
The successful integration of new businesses depends on our ability to manage these new businesses and cut excess costs.
The successful integration of new businesses depends on, among other things, our ability to manage these new businesses and cut excess costs.
Additionally, the FTC and many 32 Ta b le of Contents state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data.
Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data.
If the USDA Forest Service and/or the state of California reduce their spend on our fire retardant products, we may experience a reduction in revenue and may not be able to sustain profitability, and our business, financial condition and results of operations would be materially harmed.
If the USDA Forest Service, the U.S. Bureau of Land Management and/or the state of California reduce their spend on our fire retardant products, we may 14 Table of Contents experience a reduction in revenue and may not be able to sustain profitability, and our business, financial condition and results of operations would be materially harmed.
We are subject to risks from changes to trade policies, tariffs and import/export regulations by the U.S. and/or other foreign governments. 17 Ta b le of Contents Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and counter sanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers and suppliers.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and counter sanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business and adversely affect our financial condition, results of operations, reputation and our relationships with customers and suppliers.
Although none of our non-U.S. distributors are located in, or to our knowledge, conduct business with Crimea, Cuba, Iran, North Korea or Syria, we may not be successful in ensuring compliance with limitations or restrictions on business with these or other countries subject to economic sanctions.
Although none of our non-U.S. distributors are located in, or to our knowledge, conduct business with Countries of Concern, we may not be successful in ensuring compliance with limitations or restrictions on business with these or other countries subject to economic sanctions.
Several foreign countries and governmental bodies, including the European Union, have laws and regulations dealing with the handling and processing of personal information obtained from their residents, which in certain cases are more restrictive than those in the United States, and we expect additional jurisdictions may enact similar regulations.
Several foreign countries and governmental bodies, including the EU, impose laws and regulations concerning the handling and processing of personal information obtained from their residents, which in certain cases are more restrictive than those in the United States, and we expect additional jurisdictions may enact similar regulations.
In addition, these regulations have increased our compliance costs and may impair our ability to grow our business or offer our service in some locations, may subject us to liability for non-compliance, may require us to modify our data processing and transferring practices and policies and may strain our technical capabilities. We also handle credit card and other personal information.
In addition, these regulations have increased our compliance costs and may impair our ability to grow our business or offer our service in some locations, may subject us to liability for non-compliance, may require us to modify our data processing and transferring practices and policies and may strain our technical capabilities.
The USDA Forest Service may also change its qualification process or determine that our products no longer qualify under existing requirements. Such outcomes could adversely impact our business, financial condition and results of operations. Environmental laws and regulations may subject us to significant liabilities.
The USDA Forest Service may also change its qualification process or determine that our products no longer qualify under existing requirements. Such outcomes could adversely impact our business, financial condition and results of operations.
We take certain measures designed to ensure our compliance with U.S. export and economic sanctions law and we believe that we have never sold our products to Crimea, Cuba, Iran, North Korea or Syria through third party agents or intermediaries or made any effort to attract business from any of these countries.
We take certain measures designed to ensure our compliance with U.S. export and economic sanctions law and we believe that we have never sold our products to Crimea, Cuba, Iran, North Korea, Syria or the Donetsk and Luhansk regions of Ukraine (collectively, “Countries of Concern”) 21 Table of Contents through third party agents or intermediaries or made any effort to attract business from any of these countries.
Additionally, the success of our operations will largely depend upon our ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for our company.
Additionally, the success of our operations largely depends upon our ability to successfully attract and maintain competent and qualified key management personnel. There can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability.
As a result of the Founder Advisory Agreement entered into by EverArc and the EverArc Founder Entity (and assumed by us upon the Merger) to provide incentives to the EverArc Founders to achieve EverArc’s, and following the Merger, the Company’s, objectives, the EverArc Founders have interests that are different and in addition to interests as a of our shareholders generally.
As a result of the Founder Advisory Agreement entered into by EverArc and the EverArc Founder Entity (as assumed by the Company) to provide incentives to the EverArc Founders to achieve the Company’s objectives, the EverArc Founders have interests that are different and in addition to interests of our stockholders generally.
The U.S. federal and various state governments have adopted or proposed limitations on the collection, distribution, use, storage and security of data relating to individuals, including the use of contact information and other data for marketing, advertising and other communications with individuals and businesses.
Our data handling also is subject to contractual obligations and industry standards. The U.S. federal and various state governments have adopted or proposed limitations on the collection, distribution, use, storage and security of data relating to individuals, including the use of contact information and other data for marketing, advertising and other communications with individuals and businesses.
We are therefore subject to the risk of shortages and long lead times in the supply of these raw materials and the risk that our suppliers discontinue or modify raw materials used in our products.
We are therefore subject to the risk of shortages, long lead times in the supply of these raw materials, our suppliers discontinuing or modifying the raw materials used in our products.
As a 24 Ta b le of Contents result, our products could have certain impact on the environment or the animal population that is currently unknown by the Company.
As a result, our products could have certain impact on the environment or the animal population that is currently unknown by the Company.
We expect that such concentrated purchases will continue to contribute materially to our revenue for the foreseeable future and that our results of operations may fluctuate materially as a result of such larger customers’ buying patterns.
We expect that such concentrated purchases will continue to contribute materially to our revenue for the foreseeable future and that our results of operations may fluctuate materially as a result of such larger customers’ buying patterns. We are dependent on sales to the USDA Forest Service, the U.S.
Additionally, changes in the cost of insurance or the availability of insurance in the future could substantially increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage. Inflation could adversely affect our business and results of operations.
Additionally, changes in the cost of insurance or the availability of insurance in the future could substantially increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage.
Our inability to attract and retain key personnel may materially and adversely affect our business operations. Any failure by our 33 Ta b le of Contents management to effectively anticipate, implement, and manage personnel required to sustain our growth would have a material adverse effect on our business, financial condition and results of operations.
Our inability to attract and retain key personnel may materially and adversely affect our business operations. Any failure by our management to effectively anticipate, implement, and manage personnel required to sustain our growth would have a material adverse effect on our business, financial condition and results of operations. Item 1B. Unresolved Staff Comments. None.
Indemnity and insurance coverage could be inadequate or unavailable to cover such product liability and other claims.” We cannot ensure that our compliance controls, policies, and procedures will in every instance protect us from acts committed by our employees, agents, contractors, service providers or collaborators that would violate the laws or regulations of the jurisdictions in which we operate, including, without limitation, employment, foreign corrupt practices, trade restrictions and sanctions, environmental, competition, and privacy laws and regulations.
We cannot ensure that our compliance controls, policies, and procedures will in every instance protect us from acts committed by our employees, agents, contractors, service providers or collaborators that would violate the laws or regulations of the jurisdictions in which we operate, including, without limitation, employment, foreign corrupt practices, trade restrictions and sanctions, environmental, competition, and privacy laws and regulations.
An incident in the transportation of our materials or our failure to comply with laws and regulations applicable to the transfer of such products could lead to human injuries or significant property damage, regulatory repercussions or could make it difficult to fulfill our obligations to our customers, any of which could have a material adverse effect on our business, financial condition and results of operations. 28 Ta b le of Contents Products we have made or used could be the focus of legal claims based upon allegations of harm to human health.
An incident in the transportation of our materials or our failure to comply with laws and regulations applicable to the transfer of such products could lead to human injuries or significant property damage, regulatory repercussions or could make it difficult to fulfill our obligations to our customers, any of which could have a material adverse effect on our business, financial condition and results of operations.
If we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions could result in margin dilution and further likely result in additional debt and contingent liabilities and an increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs.
Future acquisitions could result in margin dilution and may result in additional debt, contingent liabilities and an increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs.
In addition, we are and, in the future may be, subject to claims related to substances such PFAS, including for degradation of natural resources from such PFAS and personal injury or product liability claims as a result of human exposure to such PFAS.
In addition, we are and, in the future may be, subject to claims related to substances such PFAS, including for degradation of natural resources from such PFAS and personal injury or product liability claims as a result of human exposure to such PFAS. 23 Table of Contents Our operations are subject to extensive environmental regulation in each of the countries in which we maintain facilities.
Lautenberg Chemical Safety for the 21st Century Act modified the Toxic Control Substances Act (“TSCA”), by requiring the Environmental Protection Agency (“EPA”), to prioritize and evaluate the environmental and health risks of existing chemicals and provided the EPA with greater authority to regulate chemicals posing unreasonable risks.
The Frank R. Lautenberg Chemical Safety for the 21st Century Act modified the Toxic Control Substances Act (“TSCA”), to require the EPA to prioritize and evaluate the environmental and health risks of existing chemicals, providing the agency with greater authority to regulate chemicals that pose unreasonable risks.
The additional risks of foreign sales include: • potential adverse fluctuations in foreign currency exchange rates; • higher credit risks; • restrictive trade policies of the U.S. or foreign governments; • currency hyperinflation and weak banking institutions; • changing economic conditions in local markets; • compliance risk related to local rules and regulations; • political and economic instability in foreign markets; • changes in leadership of foreign governments; and • export restrictions due to local states of emergency for disease or illness.
The additional risks of foreign sales include: potential adverse fluctuations in foreign currency exchange rates and currency hyperinflation; higher credit risks; restrictive trade policies of the U.S. or foreign governments; compliance risk related to local rules and regulations; and political and economic instability in foreign markets.
Any material increase in our level of indebtedness will have several important effects on our future operations, including, without limitation: • we would have additional cash requirements in order to support the payment of interest on our outstanding indebtedness; • increases in our outstanding indebtedness and leverage would increase its vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and • depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures and general corporate purposes could be limited.
Any material increase in our level of indebtedness may have several important effects on our future operations, including, without limitation: (i) requiring additional cash to support interest payments on our outstanding indebtedness; (ii) increasing our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and (iii) depending on the levels of our outstanding indebtedness, limiting our ability to obtain additional financing for working capital, capital expenditures and general corporate purposes.
New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business, prospects, financial condition and operating results.
Additionally, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business, 27 Table of Contents prospects, financial condition and operating results. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us.
If the EverArc Founder Entity elects to receive a portion of the future fees in cash, we may need to use cash from operations, borrowings or other sources to make the payment, which will reduce cash available for investing activities, working capital and/or distribution to shareholders. 29 Ta b le of Contents Our shareholders will experience dilution as a consequence of the issuance of our Common Stock as payment for the Advisory Amounts payable to the EverArc Founder Entity.
If the EverArc Founder Entity elects to receive a portion of the future fees in cash, we may need to use cash from operations, borrowings or other sources to make the payment, which will reduce cash available for investing activities, working capital and/or distribution to stockholders.
However, we cannot offer assurances that unasserted or potential future assessments would not have a material adverse effect on our financial condition or results of operations. Changes in tax laws may materially adversely affect our business, prospects, financial condition and operating results.
However, we cannot offer assurances that unasserted or potential future assessments would not have a material adverse effect on our financial condition or results of operations.
In addition, we may not be able to raise the capital necessary to fund future acquisitions. We may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight. We may engage in discussions with respect to potential acquisition and investment opportunities.
In addition, we may not be able to raise the capital necessary to fund future acquisitions. We may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight. If we consummate an acquisition, our capitalization and results of operations may change significantly.
The Company’s Organizational Documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers or other matters pertaining to our internal affairs.
Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of the Common Stock if stockholders view them as discouraging future takeover attempts. 26 Table of Contents Our Organizational Documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers or other matters pertaining to our internal affairs.
Seasonality in the fire retardant end market could periodically result in higher or lower levels of revenue and revenue concentration with a single or small number of customers.
Changes in the geographic location, occurrence, severity and duration of fires may change demand for our fire retardant products. Seasonality in the fire retardant end market could periodically result in higher or lower levels of revenue and revenue concentration with a single or small number of customers.
The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service, attract customers and develop new products and services or attend to other acquisition opportunities. 23 Ta b le of Contents Risks Related to Regulatory and Legal Matters We are the subject of litigation by customers, suppliers and other third parties and may be the subject of such litigation in the future.
The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service, attract customers and develop new products and services or attend to other acquisition opportunities.
In addition to protections afforded under the DGCL, the Company’s Organizational Documents contain anti-takeover provisions that could have the effect of delaying or preventing changes in control or changes in management or our Board.
Anti-takeover provisions in our Organizational Documents could make an acquisition of us more difficult and limit attempts by our stockholders to replace or remove our current management. In addition to protections afforded under the DGCL, our Organizational Documents contain anti-takeover provisions that could have the effect of delaying or preventing changes in control or changes in management or our Board.
Weaker protection may adversely impact our sales, business, financial condition and results of operations. In some of the countries in which we operate, the laws protecting patent holders are significantly weaker than in the United States, countries in the European Union and certain other countries.
Furthermore, in some of the countries in which we operate, the laws protecting patent holders are significantly weaker than in the United States, countries in the European Union (the “EU”) and certain other countries.
All of the raw materials that go into manufacturing our fire retardant and specialty products are sourced from third-party suppliers. Some of the key raw materials used to manufacture our products come from limited or sole sources of supply.
A substantial amount of the raw materials used to manufacture our fire safety products and specialty products are sourced from third-party suppliers, some of which are derived from limited or sole sources of supply.
Raw materials necessary for the production of our products and with limited sources of supply are susceptible to supply cost increases which we may not be able to pass onto customers, disruptions to the supply chain, and supply changes, any of which could disrupt our supply chain and could lead to us not meeting our contractual requirements.
Raw materials necessary for the production of our products with limited sources of supply are susceptible to cost increases, supply disruptions, and supply changes, any of which could disrupt our operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+3 added−1 removed6 unchanged
Biggest changeThe Company’s Incident Response Team, which is comprised of members of the finance, legal, information technology and operations teams conduct annual tabletop exercises in which various levels of management participate in simulated data security/privacy scenarios that the Company, its customers, vendors and/or its personnel may face in the future.
Biggest changeThe Company’s Incident Response Team, which is comprised of members of the finance, legal, information technology and operations teams, conducts an annual cybersecurity exercise, which includes a tabletop scenario, to evaluate the Company’s preparedness for data security and privacy incidents.
In 2024, we did not identify any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
In 2025, we did not identify any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
Members of the Incident Response Team have extensive global experience in developing and executing information technology 34 Ta b le of Contents strategies. The Incident Response Team, which includes the Chief Financial Officer (“CFO”), in collaboration with the Audit Committee, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.
Members of the Incident Response Team have extensive global experience in developing and executing information technology strategies. The Incident Response Team, which includes the Chief Financial Officer (“CFO”), in collaboration with the Audit Committee, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.
The CFO provides periodic reports to our Audit Committee, as well as other members of our senior management as appropriate. These reports occur at least annually and include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape.
These reports occur at least annually and include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape. 30 Table of Contents
Removed
The Company engages external resources to refresh the subject matter of these exercises and to continually challenge the Company’s management in these exercises. Annual formal training using an online platform is required for all employees. Topics include how to identify suspicious activities and occurrences related to social engineering, phishing, viruses, and insider threats.
Added
These sessions include participation from various levels of management and focus on reviewing roles and responsibilities, escalation and notification protocols, and response and recovery procedures. The Company periodically engages external resources to update and enhance the 29 Table of Contents content of these reviews and any related exercises and to provide additional perspective and rigor.
Added
In addition, all employees are required to complete ongoing formal training through an online platform, which includes identifying and reporting suspicious activity and threats such as social engineering, phishing, malware/viruses and insider risks.
Added
The CFO provides periodic reports to our Audit Committee, as well as other members of our senior management as appropriate.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−0 removed1 unchanged
Biggest changeFire Safety Specialty Products Rancho Cucamonga, California X McClellan Park, California X Kamloops, British Columbia, Canada X Sturgeon County, Alberta, Canada X Aix-En-Provence, France X New South Wales, Australia X Green Bay, Wisconsin* X Mieres, Spain* X Post Falls, Idaho X Moreland, Idaho X Knapsack, Germany X Sauget, Illinois† X Manchester, New Hampshire X Clayton, Missouri (Corporate Headquarters) *Owned †Tolling facility
Biggest changeFire Safety Specialty Products Rancho Cucamonga, California X McClellan Park, California X Kamloops, British Columbia, Canada X Sturgeon County, Alberta, Canada X Aix-En-Provence, France X New South Wales, Australia X Green Bay, Wisconsin* X Mieres, Spain* X Post Falls, Idaho X Moreland, Idaho† X Pasco, Washington† X Knapsack, Germany X Sauget, Illinois† X Londonderry, New Hampshire X Ramsey, New Jersey^ X Pennsauken, New Jersey^ X West Palm Beach, Florida^ X Angleton, Texas^ X St.
Added
George, Utah^ X Chattanooga, Tennessee^ X Leek, the Netherlands^ X Fountain Valley, California^ X Burbank, California^ X San Diego, California^ X Galway, Ireland^ X Cork, Ireland^ X Minneapolis, Minnesota^ X San Jose, California^ X Clayton, Missouri (Corporate Headquarters) *Owned †Tolling facility ^Acquired in January 2026 in connection with our acquisition of MMT

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+1 added−1 removed1 unchanged
Removed
Our exposure to material losses, if any, is not considered probable or reasonably estimable at this time. Item 4. Mine Safety Disclosures. Not Applicable. 35 Ta b le of Contents PART II
Added
We do not believe that such claims, actions, and legal proceedings will have a material adverse effect on our results of operations or financial position. Item 4. Mine Safety Disclosures. Not Applicable. 31 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−2 removed5 unchanged
Biggest changeThe approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $97.2 million as of December 31, 2024. The Company did not repurchase any shares through the Share Repurchase Plan during the three months ended December 31, 2024.
Biggest changeOn August 6, 2025, the Board re-established the limit for Common Stock repurchases at $100.0 million. The Company expects to periodically re-establish the limit for Common Stock repurchases based on subsequent repurchase activity. The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $100.0 million as of December 31, 2025.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Common Stock and in each of the indexes on November 9, 2021, and its relative performance is tracked through December 31, 2024. The share price performance of our Common Stock is not necessarily indicative of future performance.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Common Stock and in each of the indexes on November 9, 2021, and its relative performance is tracked through December 31, 2025. The share price performance of our Common Stock is not necessarily indicative of future performance.
Performance Graph The performance graph below compares the cumulative total shareholder return of a hypothetical investment in our Common Stock with the cumulative total return of a hypothetical investment in each of the Russell 2000 Index and the S&P Smallcap 600 Materials Index.
Performance Graph The performance graph below compares the cumulative total stockholder return of a hypothetical investment in our Common Stock with the cumulative total return of a hypothetical investment in each of the Russell 2000 Index and the S&P Smallcap 600 Materials Index.
Base Cumulative Total Return 11/9/21 12/31/21 12/31/22 12/31/23 12/31/24 Perimeter Solutions, Inc. $ 100.00 $ 115.75 $ 76.17 $ 38.33 $ 106.50 Russell 2000 100.00 92.69 73.75 86.23 96.18 S&P 600 Materials 100.00 97.22 91.30 109.55 110.66 The above information under the caption “Performance Graph” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the 36 Securities Act of 1933 or the Exchange Act except to the extent we specifically request that such information be treated as “soliciting material” or specifically incorporate such information by reference into such a filing.
Base Cumulative Total Return 11/9/21 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Perimeter Solutions, Inc. $ 100.00 $ 115.75 $ 76.17 $ 38.33 $ 106.50 $ 229.42 Russell 2000 100.00 92.69 73.75 86.23 96.18 108.50 S&P 600 Materials 100.00 97.22 91.30 109.55 110.66 126.74 The above information under the caption “Performance Graph” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the 32 Securities Act of 1933 or the Exchange Act except to the extent we specifically request that such information be treated as “soliciting material” or specifically incorporate such information by reference into such a filing.
There were no Rule 10b5-1 trading arrangements adopted, materially modified, or terminated by our officers or directors during the fourth quarter of 2024. The Company did not adopt, materially modify, or terminate any Rule 10b5-1 trading arrangements during the fourth quarter of 2024.
There were no Rule 10b5-1 trading arrangements adopted, materially modified, or terminated by our officers or directors during the fourth quarter of 2025. The Company did not adopt, materially modify, or terminate any Rule 10b5-1 trading arrangements during the fourth quarter of 2025. Item 6. [Reserved] 33 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is traded on the NYSE under the symbol “PRM.” As of February 18, 2025, the closing price of our Common Stock on the NYSE was $11.96, and we had 25 shareholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is traded on the NYSE under the symbol “PRM.” As of February 20, 2026, the closing price of our Common Stock on the NYSE was $26.64 , and we had 21 stockholders of record.
Rule 10b5-1 Trading Arrangements The Company’s officers and directors are required to comply with the Company’s insider trading policy at all times, including during a repurchase program.
The Company did not repurchase any shares through the Share Repurchase Plan during the three months ended December 31, 2025. Rule 10b5-1 Trading Arrangements The Company’s officers and directors are required to comply with the Company’s insider trading policy at all times, including during a repurchase program.
Removed
On May 23, 2024, subject to certain limits, the shareholders of the Company approved a proposal authorizing the Board to repurchase up to 25% of the Company’s outstanding shares of Common Stock as of the date of the shareholders’ approval, being 36,310,028 shares at any time during the next five years.
Removed
As a result of the Redomiciliation Transaction on November 20, 2024, the Company is no longer required to obtain shareholder approval for further share repurchase authorizations. The Board had re-established the limit for share repurchases at $100.0 million on February 21, 2024, which is within the repurchase limit approved by the Company’s shareholders’ on May 23, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

64 edited+50 added−67 removed28 unchanged
Biggest changeGAAP (in thousands). 42 Ta b le of Contents (Unaudited) Year Ended December 31, 2024 Year Ended December 31, 2023 Fire Safety Specialty Products Total Fire Safety Specialty Products Total (Loss) income before income taxes $ (35,277) $ (11,586) $ (46,863) $ 36,073 $ 25,510 $ 61,583 Depreciation and amortization 51,365 14,353 65,718 51,178 13,677 64,855 Interest and financing expense 39,547 914 40,461 38,305 3,073 41,378 Founders advisory fees - related party 169,886 28,422 198,308 (85,422) (23,059) (108,481) Intangible impairment — — — 40,738 — 40,738 Non-recurring expenses (1) 5,559 1,819 7,378 2,687 1,359 4,046 Share-based compensation expense 8,545 4,304 12,849 592 1,004 1,596 Gain on contingent earn-out — — — (7,273) — (7,273) Foreign currency loss (gain) 496 1,947 2,443 (664) (991) (1,655) Segment Adjusted EBITDA $ 240,121 $ 40,173 $ 280,294 $ 76,214 $ 20,573 $ 96,787 (1) For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, $0.6 million was related to acquisition costs, and $0.2 million was related to other non-recurring costs.
Biggest change(Unaudited) Year Ended December 31, 2025 Year Ended December 31, 2024 Fire Safety Specialty Products Total Fire Safety Specialty Products Total Loss before income taxes $ (182,537) $ (53,710) $ (236,247) $ (35,277) $ (11,586) $ (46,863) Depreciation and amortization 55,397 18,635 74,032 51,365 14,353 65,718 Interest and financing expense 24,059 15,076 39,135 39,547 914 40,461 Founders advisory fees - related party 381,106 54,057 435,163 169,886 28,422 198,308 Non-recurring expenses (1) 955 1,465 2,420 5,559 1,207 6,766 Acquisition costs 98 3,480 3,578 — 612 612 Stock-based compensation expense 12,207 4,440 16,647 8,545 4,304 12,849 Foreign currency (gain) loss (798) (2,240) (3,038) 496 1,947 2,443 Segment Adjusted EBITDA $ 290,487 $ 41,203 $ 331,690 $ 240,121 $ 40,173 $ 280,294 (1) For the year ended December 31, 2025, $1.1 million was related to restructuring and other non-recurring costs, $0.7 million was related to litigation costs arising from a contractual dispute regarding control of the P 2 S 5 facility, which is currently operated by Flexsys Chemical Company, and $0.6 million was related to the Redomiciliation Transaction.
The PBNQSO are subject to performance conditions such that the number of awards that ultimately vest depends on the calculation of annual operational performance per diluted share (“ AOP”) during the performance period compared to targets established at the award date. The probability assessments of achieving the AOP targets is determined using estimated EBITDA, net debt and diluted shares.
The PBNQSO are subject to performance conditions such that the number of awards that ultimately vest depends on the calculation of annual operational performance per diluted share (“ AOP”) during the performance period compared to targets established at the award date. The probability assessments of achieving the AOP targets is determined using estimated Adjusted EBITDA, net debt and diluted shares.
Changes in assumptions made on the risk-free interest rate and expected volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. Service-based restricted stock units are valued using the market price of our shares of Common Stock on the grant date.
Changes in assumptions made on the risk-free interest rate and expected volatility can materially impact the estimate of fair value and ultimately how much stock-based compensation expense is recognized. Service-based restricted stock units are valued using the market price of our shares of Common Stock on the grant date.
These significant assumptions are forward-looking and could be affected by future changes in economic and market conditions. We generally use third-party qualified consultants to assist management in determining the fair value of assets acquired and liabilities assumed. This includes, when necessary, assistance with the determination of economic useful lives and valuation of property, plant and equipment and identifiable intangibles.
These significant assumptions are forward-looking and could be affected by future changes in economic and market conditions. We generally use third-party qualified consultants to assist management in determining the fair value of assets acquired and liabilities assumed. This includes, when necessary, assistance with the determination of economic useful lives and valuation of property, plant and equipment and identifiable intangible assets.
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, such statements are subject to the “safe harbor” created by those sections and involve risks and uncertainties.
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, such statements are subject to the “safe harbor” created by those sections and involve risks and uncertainties.
For additional information about our Share Repurchase Plan, refer to Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” and Note 9, “Equity,” in the notes to the consolidated financial statements included in this Annual Report.
For additional information about our Share Repurchase Plan, refer to Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” and Note 10, “Equity,” in the notes to the consolidated financial statements included in this Annual Report.
During the year ended December 31, 2024, we repurchased shares of outstanding Ordinary Shares for $14.4 million and made $0.7 million in principal payments on finance lease obligations offset by $23.5 million in proceeds from the exercise of Warrants.
During the year ended December 31, 2024, we repurchased outstanding Ordinary Shares for $14.4 million and made $0.7 million in principal payments on finance lease obligations offset by $23.5 million in proceeds from exercises of warrants.
Accounting for business combinations requires us to make significant estimates and assumptions at the acquisition date, including estimates of the fair value of acquired inventory, property and equipment, identifiable intangible assets, contractual obligations assumed, preacquisition contingencies, where applicable, and equity issued.
Accounting for business combinations requires us to make significant estimates and assumptions at the acquisition date, including estimates of the fair value of acquired inventory, property and equipment, identifiable intangible assets, contractual obligations assumed, preacquisition contingencies, if applicable, and equity issued.
Segment Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S.
Segment Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP (in thousands).
While the Company has limited exposure in regions with active conflict, it continues to monitor and take actions with its customers and suppliers to mitigate the impact of these inflationary pressures in the future.
While the Company has limited exposure in regions with active conflicts, it continues to monitor and take actions with its customers and suppliers to mitigate the impact of these inflationary pressures in the future.
Liquidity and Capital Resources We have historically funded our operations primarily through cash flows from operations, borrowings under our revolving credit facility, and the issuance of debt and equity securities.
Liquidity and Capital Resources We have historically funded our operations primarily through cash flows from operations, borrowings under our amended and restated revolving credit facility, and the issuance of debt and equity securities.
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 For a detailed discussion of our Liquidity and Capital Resources for December 31, 2023 compared to December 31, 2022, refer to Part II, Item 7.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For a detailed discussion of our Liquidity and Capital Resources for December 31, 2024 compared to December 31, 2023, refer to Part II, Item 7.
As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year.
Weather Conditions and Climate Trends Our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 22, 2024. Critical Accounting Estimates and Policies Our consolidated financial statements have been prepared in conformity with U.S.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 20, 2025. Critical Accounting Estimates and Policies Our consolidated financial statements have been prepared in conformity with U.S.
We may also utilize borrowings available to us under various other financing sources, including the issuance of equity and/or debt securities through public offerings or private placements, to fund our acquisitions, pay the 2024 Advisory Amount and meet long-term liquidity needs.
We may also utilize borrowings available to us under various other financing sources, including the issuance of equity and/or debt securities through public offerings or private placements, to fund our acquisitions, pay the 2025 Advisory Amounts and meet long-term liquidity needs.
Significant assumptions relevant to the determination of the fair value of the assets acquired and liabilities assumed include, but are not limited to, future expected cash flows, discount rates, royalty rates, and other assumptions.
Significant assumptions relevant to the determination of the fair value of the assets acquired and liabilities assumed may from time to time include, but are not limited to, future expected cash flows, discount rates, royalty rates, and other assumptions.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Overview Perimeter Solutions, Inc.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
During the year ended December 31, 2024, we purchased a business for $32.8 million and purchased 45 Ta b le of Contents property and equipment of $15.5 million offset by proceeds from short-term investments of $5.4 million upon settlement of a Euro denominated certificate of deposit.
During the year ended December 31, 2024, we purchased a business for $32.8 million and purchased property and equipment of $15.5 million 41 Table of Contents offset by proceeds from short-term investments of $5.4 million upon settlement of a Euro denominated certificate of deposit.
The increase in the fair value of the Annual Advisory Amounts for the year ended December 31, 2024 of $198.3 million was primarily due to an increase in the Company’s average price per share from $4.51 as of December 31, 2023 to $12.85 as of December 31, 2024.
The increase in the fair value of the Annual Advisory 37 Table of Contents Amounts for the year ended December 31, 2024 of $198.3 million was primarily due to an increase in the Company’s average price per share from $4.51 as of December 31, 2023 to $12.85 as of December 31, 2024. Income Tax Benefit.
For the Advisory Amounts classified as a liability, the Company remeasures the fair value at each reporting date. As a result, the compensation 44 Ta b le of Contents expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts.
For the Advisory Amounts classified as a liability, the Company remeasures the fair value at each reporting date. As a result, the compensation expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts.
The applicable margin is 3.25% in the case of Term SOFR-based loans and 2.25% in the case of base rate-based loans, with two step downs of 0.25% each based upon the achievement of certain leverage ratios.
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.
Founder advisory fees - related party. The founder advisory fees - related party represents the change in the fair value of the liability-classified Fixed Annual Advisory Amount and Variable Annual Advisory Amount (collectively, the 41 Ta b le of Contents “Annual Advisory Amounts”).
The founder advisory fees - related party represents the change in the fair value of the liability-classified Fixed Annual Advisory Amount and Variable Annual Advisory Amount (collectively, the “Annual Advisory Amounts”).
The Senior Notes are general, secured, senior obligations of Perimeter Holdings, LLC; rank equally in right of payment with all existing and future senior indebtedness of Perimeter Holdings, LLC (including, without limitation, the Revolving Credit Facility); and together with the 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 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 39 Table of Contents 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.
Founder Advisory Agreement On December 12, 2019, EverArc and the EverArc Founder Entity entered into the Founder Advisory Agreement to provide incentives to the EverArc Founders to achieve EverArc’s and the Company’s, objectives.
Founder Advisory Agreement On December 12, 2019, EverArc and the EverArc Founder Entity entered into the Founder Advisory Agreement (as assumed by the Company) to provide incentives to the EverArc Founders to achieve the Company’s objectives.
This liability is estimated at the end of each reporting period using a Monte Carlo simulation model, w hich requires the input of highly subjective assumptions, including the blended volatility based on the Company’s trading history of its shares of Common Stock and on the trading history from the common stock of a set of comparable publicly listed companies, risk-free interest rate, and expected dividends.
This liability is estimated at the end of each reporting period using a Monte Carlo simulation model, w hich requires the input of certain assumptions, including the volatility based on the Company’s trading history of its shares of Common Stock, risk-free interest rate, and expected dividends.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 22, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 20, 2025.
We believe that our existing cash and cash equivalents of approximatel y $198.5 million , net cash flows generated from operations and availability under the Revolving Credit Facility as of December 31, 2024 will be sufficient to meet our current capital expenditures, working capital, founders’ advisory fee payments and debt service requirements for at least 12 months from the filing date of this Annual Report.
We believe that our existing cash and cash equivalents of approximatel y $325.9 million , net cash flows generated from operations, availability under the Amended and Restated Revolving Credit Facility as of December 31, 2025, and proceeds from the 2034 Notes will be sufficient to meet our current capital expenditures, working capital, founders’ advisory fee payments, debt service requirements, and consideration payable for the MMT acquisition for at least 12 months from the filing date of this Annual Report.
The fair value of the Fixed Annual Advisory Amount was calculated to be $90.8 million based on the period end volume weighted average closing share price for ten consecutive trading days of Common Stock of $12.85 and the fair value of the Variable Annual Advisory Amount was determined to be $389.3 million using a Monte Carlo simulation model.
The fair value of the Fixed Annual Advisory Amount was calculated to be $131.3 million based on the period end 40 Table of Contents volume weighted average closing share price for ten consecutive trading days of Common Stock of $27.89 and the fair value of the Variable Annual Advisory Amount was determined to be $750.1 million using a Monte Carlo simulation model.
For additional information about our long-term debt, refer to Note 6, “Long-Term Debt and Preferred Stock,” in the notes to the consolidated financial statements included in this Annual Report .
For additional information about our long-term debt, refer to Note 7, “Long-Term Debt and Preferred Stock” and Note 18, “Subsequent Events” in the notes to the consolidated financial statements included in this Annual Report .
For Prior Grants and the stock options granted on or after May 8, 2023 (“Post Modification 2023 Option Grants”) t he Company recognizes compensation costs related to PBNQSO granted to employees and non-employees based on the estimated fair value of the awards on the date of grant using the Hull-White model as this model considers the future movement in the price of the Company’s shares of Common Stock and option holders’ behavior with respect to option exercises.
The Company recognizes compensation costs related to PBNQSO granted to employees and non-employees based on the estimated fair value of the awards on the date of grant using the Hull-White model as this model considers the future movement in the price of the Company’s shares of Common Stock and option holders’ behavior with respect to option exercises.
Borrowings under the Revolving Credit Facility bear interest at a rate equal to (i) an applicable margin, plus (ii) at the Company’s option, either (x) Term SOFR as published by the Term SOFR Administrator, adjusted for certain additional costs or (y) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by the Wall Street Journal, (b) the federal funds rate plus 0.50%, (c) the one-month Term SOFR rate plus 1.00% and (d) a minimum floor of 1.00%.
Borrowings under the Amended and Restated Revolving Credit Facility bear interest at a rate equal to (i) an applicable margin, plus (ii) at the Company’s 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%.
For the year ended December 31, 2023, $4.0 million was related to restructuring and other non-recurring costs. Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 For a detailed discussion of our consolidated results of operations for December 31, 2023 compared to December 31, 2022, refer to Part II, Item 7.
For the year ended December 31, 2024, $6.6 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs and $0.2 million was related to other non-recurring costs. 38 Table of Contents Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For a detailed discussion of our consolidated results of operations for December 31, 2024 compared to December 31, 2023, refer to Part II, Item 7.
For 2024, the EverArc Founder Entity is entitled to receive Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value o f $30.3 million, based on average price of $12.85 per share (the “2024 Fixed Amount”).
For 2025, the EverArc Founder Entity is entitled to receive a Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value o f $65.7 million, based on an average price of $27.89 per share (the “2025 Fixed Amount”).
Cash flows The summary of our cash flows is as follows (in thousands): Year Ended December 31, 2024 2023 Cash provided by (used in): Operating activities $ 188,388 $ 193 Investing activities (42,940) (14,894) Financing activities 8,349 (64,453) Effect of foreign currency on cash and cash equivalents (2,617) (320) Net change in cash and cash equivalents $ 151,180 $ (79,474) Operating Activities Cash provided by operating activities was $188.4 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively.
Cash flows The summary of our cash flows is as follows (in thousands): Year Ended December 31, 2025 2024 Cash provided by (used in): Operating activities $ 238,149 $ 188,388 Investing activities (106,817) (42,940) Financing activities (8,971) 8,349 Effect of foreign currency on cash and cash equivalents 5,110 (2,617) Net change in cash and cash equivalents $ 127,471 $ 151,180 Operating Activities Cash provided by operating activities was $238.1 million and $188.4 million for the years ended December 31, 2025 and 2024, respectively.
Net sales increased by $238.9 million for the year ended December 31, 2024, compared to the same period in 2023. Net sales in the Fire Safety segment increased $210.7 million, representing higher fire retardant sales of $198.4 million, and higher fire suppressant sales of $12.3 million.
Net sales increased by $91.9 million for the year ended December 31, 2025, compared to the same period in 2024. Net sales in the Fire Safety segment increased $52.7 million, representing higher fire retardant sales of $30.9 million, and higher fire suppressant sales of $21.8 million.
For the year ended December 31, 2024, the primary components of operating cash flows were net loss of $5.9 million, non-cash charges of $193.7 million and net operating asset reductions of $0.6 million.
For the year ended December 31, 2024, the primary components of operating cash flows were net loss of $5.9 million, non-cash charges of $193.7 million and net operating asset reductions of $0.6 million. The non-cash charges for the years ended December 31, 2025 and 2024 were primarily related to Founders advisory fees, offset by deferred income taxes.
Revolving Credit Facility On November 9, 2021, a wholly owned subsidiary of the Company entered into a five-year revolving credit facility (the “ Revolving Credit Facility ”), which provides for a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million. The Revolving Credit Facility matures on November 9, 2026.
Revolving Credit Facility On December 19, 2025, a wholly owned subsidiary of the Company entered into a credit agreement for its five-year revolving credit facility (the “Amended and Restated Revolving Credit Facility ”), which provides for a senior secured revolving credit facility in an aggregate principal amount of up to $200.0 million.
The Senior Notes bear interest at an annual rate of 5.00%. Interest on the Senior Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year.
Interest on the 2029 Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year.
Under the Founder Advisory Agreement, in exchange for the services provided to the Company, including strategic and capital allocation advice, the EverArc Founders Entity is entitled to receive both, a Fixed Annual Advisory Amount and a Variable Annual Advisory Amount until the years ending December 31, 2027 and 2031, respectively.
The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period. 42 Table of Contents Under the Founder Advisory Agreement, in exchange for the services provided to the Company, including strategic and capital allocation advice, the EverArc Founders Entity is entitled to receive both a Fixed Annual Advisory Amount and a Variable Annual Advisory Amount until the years ending December 31, 2027 and 2031, respectively.
Our fiscal year 2025 capital expenditure authorization is $20.0 million, wh ich we expect will cover both our maintenance and growth capital expenditure requirements.
Our fiscal year 2026 capital expenditure authorization is approximately $35 million, which we expect will cover both our maintenance and growth capital expenditure requirements.
As of December 31, 2024, the Advisory Amounts payable to the EverArc Founder Entity over the remaining term of the Founder Advisory Agreement was $480.1 million.
As of December 31, 2025 , the Advisory Amounts payable to the EverArc Founder Entity over the remaining term of the Founder Advisory Agreement, excluding the portion payable for the 2025 Annual Advisory Amount, was $881.4 million.
The following tables provide information for our net sales and Segment Adjusted EBITDA (in thousands): Year Ended December 31, 2024 Year Ended December 31, 2023 Fire Safety Specialty Products Total Fire Safety Specialty Products Total Net sales $ 436,274 $ 124,694 $ 560,968 $ 225,554 $ 96,554 $ 322,108 Segment Adjusted EBITDA $ 240,121 $ 40,173 $ 280,294 $ 76,214 $ 20,573 $ 96,787 Adjusted EBITDA for our Fire Safety segment for the year ended December 31, 2024 increased by $163.9 million to $240.1 million compared to the same period in 2023.
The following tables provide information for our net sales and Segment Adjusted EBITDA (in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 Fire Safety Specialty Products Total Fire Safety Specialty Products Total Net sales $ 488,941 $ 163,921 $ 652,862 $ 436,274 $ 124,694 $ 560,968 Segment Adjusted EBITDA $ 290,487 $ 41,203 $ 331,690 $ 240,121 $ 40,173 $ 280,294 Segment Adjusted EBITDA for our Fire Safety segment increased by $50.4 million for the year ended December 31, 2025 compared with the same period in 2024.
Selling, general and administrative expense increased by $20.4 million for the year ended December 31, 2024 compared to the same period in 2023. The increase was primarily due to a $13.5 million increase in personnel related and share-based compensation expenses.
Selling, general and administrative expense increased by $10.7 million for the year ended December 31, 2025 compared to the same period in 2024. The increase was primarily due to a $4.0 million increase in stock-based compensation expense and an $8.6 million increase in other personnel-related expenses, which was primarily related to recently acquired businesses. Founder advisory fees - related party.
The increase was primarily due to higher net sales driven by an increase of $198.4 million in fire retardant sales in the current period. Costs grew at a slower pace than revenues due to fixed costs leverage and strong cost control.
The increase was primarily due to higher net sales, as described above. Costs grew at a slower pace than revenues due to strong cost control, product mix and fixed costs leverage.
We believe that the following accounting estimates and policies are most critical to the judgments and estimates used in the preparation of the consolidated financial statements.
We believe that the following accounting estimates and policies are most critical to the judgments and estimates used in the preparation of the consolidated financial statements. Stock-Based Compensation We have granted equity-based awards consisting of performance-based non-qualified stock options ("PBNQSO") to key employees, officers and directors.
Our business is organized and managed in two reporting segments: Fire Safety and Specialty Products . The Fire Safety business is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires.
The Fire Safety segment is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, industrial, structural, flammable liquids and other types of fires. Our Fire Safety segment also offers specialized equipment and services, typically in conjunction with our fire management products to support our customers’ firefighting operations.
The business unit structure is meant to promote decentralized execution and accountability , and maintain the geography- and product-specific focus and granularity necessary to drive continued improvement in our key operational value drivers. Our key operational value drivers are profitable new business, pricing our products and services to the value they provide, and continued productivity improvements.
Prior to the acquisition of MMT in January 2026, we operated five business units within our two reporting segments. The business unit structure is meant to promote decentralized execution and accountability, and maintain the geography- and product-specific focus and granularity necessary to drive continued improvement in our key operational value drivers.
During the year ended December 31, 2023, we purchased property and equipment of $9.4 million and invested $5.5 million in a Euro denominated certificate of deposit. Financing Activities Cash provided by (used in) financing activities was $8.3 million and $(64.5) million for the years ended December 31, 2024 and 2023, respectively.
Financing Activities Cash (used in) provided by financing activities was $(9.0) million and $8.3 million for the years ended December 31, 2025 and 2024, respectively.
Changes in assumptions made on the risk-free interest rate and expected volatility can materially impact the estimate of fair value and ultimately how much founder advisory fee expense is recognized. 48 Ta b le of Contents Business Combinations We account for our business combinations using the acquisition accounting method, which requires us to determine and recognize assets acquired and liabilities assumed at their acquisition date fair value, including any contingent consideration and the recognition of acquisition-related costs in the consolidated statements of operations and comprehensive income (loss) in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations.
Business Combinations We account for our business combinations using the acquisition accounting method, which requires us to determine and recognize assets acquired and liabilities assumed at their acquisition date fair value, including any contingent consideration and the recognition of acquisition-related costs in the consolidated statements of operations and comprehensive (loss) income.
Costs grew at a slower pace than revenues due to fixed costs leverage and strong cost control. The following table provides a reconciliation of financial measures that are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to Non-GAAP measures.
The following table provides a reconciliation of financial measures that are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) to Non-GAAP measures. The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results.
As of December 31, 2024, the Company did not have any outstanding borrowings under the Revolving Credit Facility and was in compliance with all covenants, including the financial covenants. 43 Ta b le of Contents Senior Notes On November 9, 2021, a wholly owned subsidiary of the Company assumed $675.0 million principal amount of 5.00% senior secured notes due October 30, 2029 (the “Senior Notes”) , under an indenture dated as of October 22, 2021 (“Indenture”).
Senior Notes On November 9, 2021, a wholly owned subsidiary of the Company assumed $675.0 million principal amount of 5.00% senior secured notes due October 30, 2029 (the “2029 Notes”) , under an indenture dated as of October 22, 2021. The 2029 Notes bear interest at an annual rate of 5.00%.
The decrease in the fair value of the Annual Advisory Amount for the year ended December 31, 2023 of $108.5 million was primarily due to a reduction in the Company’s average price per share from $8.86 as of December 31, 2022 to $4.51 as of December 31, 2023. Intangible impairment.
The increase in the fair value of the Annual Advisory Amounts for the year ended December 31, 2025 of $435.2 million was primarily due to an increase in the Company’s average price per share from $12.85 as of December 31, 2024 to $27.89 as of December 31, 2025.
During the year ended December 31, 2023, we repurchased outstanding Ordinary Shares for $64.1 million and made $0.4 million in principal payments on finance lease obligations.
During the year ended December 31, 2025, we repurchased shares of outstanding Common Stock for $40.4 million, paid $2.2 million for credit facility financing fees, and made $0.9 million in principal payments on finance lease obligations offset by $34.5 million in proceeds from exercises of options.
The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $97.2 million as of December 31, 2024. During the years ended December 31, 2024 and 2023, the Company repurchased 2,988,291 and 12,178,454 shares, respectively . The repurchased shares were recorded at cost and are being held in treasury.
During the years ended December 31, 2025 and 2024, the Company repurchased 3,774,675 and 2,988,291 shares, respectively . The repurchased shares are recorded at cost and are being held in treasury.
The EverArc Founder Entity elected to receive approximately 78% of the 2024 Advisory Amount in Common Stock (1,837,304 shares) and approximately 22% of the 2024 Advisory Amount in cash ($6.7 million). On February 18, 2025, the Company issued 1,837,304 shares of Common Stock and paid $6.7 million in cash in satisfaction of 2024 Advisory Amount.
The EverArc Founder Entity elected to receive approximately 79.6% of the 2025 Advisory Amounts in shares of Common Stock (13,387,002 Common Shares) and approximately 20.4% of the 2025 Advisory Amounts in cash ($95.7 million).
For additional information about the Founder Advisory Agreement, refer to Note 12, “Related Parties,” in the notes to the consolidated financial statements included in this Annual Report .
To satisfy the 2025 Advisory Amounts, the Company paid $95.7 million in cash on February 19, 2026 and expects to issue 13,387,002 shares of Common Stock in the first quarter of 2026. For additional information about the Founder Advisory Agreement, refer to Note 13, “Related Parties,” in the notes to the consolidated financial statements included in this Annual Report .
The Company’s largest end market application for our Specialty Products segment is Phosphorus Pentasulfide (“P 2 S 5 ”) based lubricant additives. P 2 S 5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies. We operate five business units within our two reporting segments.
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.
Our Fire Safety business also offers specialized equipment and services, typically in conjunction with our fire management products to support firefighting operations. Our specialized equipment includes air base retardant storage, mixing, and delivery equipment; mobile retardant bases; retardant ground application units; mobile foam equipment; and equipment that we custom design and manufacture to meet specific customer needs.
Our specialized equipment includes airbase retardant storage, mixing, and delivery equipment; mobile retardant bases; retardant ground application units; mobile foam equipment; and equipment that we custom design and manufacture to meet specific customer needs. Our service network can meet the emergency resupply needs of approximately 150 air tanker bases in North America, as well as many other customer locations globally.
For the year ended December 31, 2023, the primary components of operating cash flows were net income of $67.5 million, non-cash benefits of $22.2 million and net operating asset investments of $45.1 million. The non-cash charges for the year ended December 31, 2024 were primarily related to Founders advisory fees, offset by deferred income taxes.
For the year ended December 31, 2025, the primary components of operating cash flows were net loss of $206.4 million, non-cash charges of $464.9 million and net operating asset investments of $20.4 million.
Cost of goods sold increased by $50.1 million for the year ended December 31, 2024 compared to the same period in 2023.
The Company considers that revenue attributable to base business includes revenue from an acquired business that has been owned for a full four quarters after the date of acquisition. Cost of Goods Sold. Cost of goods sold increased by $33.8 million for the year ended December 31, 2025 compared to the same period in 2024.
The net operating asset reduction for the year ended December 31, 2024 was primarily related to inventories. Investing Activities Cash used in investing activities was $42.9 million and $14.9 million for the years ended December 31, 2024 and 2023, respectively.
Investing Activities Cash used in investing activities was $106.8 million and $42.9 million for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, we purchased businesses for $62.0 million, purchased property and equipment of $29.6 million, and purchased intangible assets of $15.2 million.
Fire retardant sales increased $200.0 million in North America, offset by a $1.6 million decrease in other geographies. Fire suppressant sales increased $12.3 million primarily due to sales of fluorine-free foam concentrates.
Fire Suppressant sales increased $19.0 million in North America, primarily driven by increased sales to governmental agencies, and increased $2.8 million in other geographies.
Our service network can meet the emergency resupply needs of over 150 air tanker bases in North America, as well as many other customer locations globally. The segment is built on the premise of superior technology, exceptional responsiveness to our customers’ needs, and a “never-fail” service network.
The Fire Safety segment is built on the premise of superior technology, exceptional responsiveness to our customers’ needs, and a “never-fail” service network. The Fire Safety segment sells products to government agencies and commercial customers around the world. 34 Table of Contents Our Specialty Products segment develops, produces and markets products for non-fire safety markets.
(“we,” “us,” “our,” or the “Company”) is a global solutions provider for the Fire Safety and Specialty Products industries. Approximately 79% of our annual revenues is derived in the United States, approximately 10% in Europe and approximately 6% in Canada with the remaining approximately 5% spread across various other countries.
We conduct our operations globally, with approximately 76% of our annual revenues is derived in the United States, approximately 10% in Europe and approximately 7% in Canada, with the remaining approximately 7% spread across various other countries. Our long‑term vision is to build a diversified portfolio of high-quality industrial businesses via re-investment in organic growth and further acquisitions.
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Significant end markets include primarily government-related entities and are dependent on approvals, qualifications, and permits granted by the respective governments and commercial customers around the world. The Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets.
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Overview We are a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications. Our current operations span firefighting products, lubricant additives, electronic components and, following the acquisition of Medical Manufacturing Technologies, LLC (“MMT”) in January 2026, highly engineered machinery for the medical device industry.
Removed
Each business unit has a business unit manager, who is responsible for achieving targeted financial and operational results. Factors Affecting Comparability Redomiciliation On November 20, 2024, Perimeter Solutions, SA, a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W.
Added
We develop products that address complex customer challenges where there is little margin for error. Our offerings are typically a small part of a much broader solution that serves a growing end market. Our goal is to meet customer needs better than any alternative in every market we serve.
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Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (“Perimeter Luxembourg”), consummated the conversion (the “Redomiciliation Transaction” or “domestication”) of Perimeter Luxembourg into a corporation incorporated under the laws of the State of Delaware, after which Perimeter Luxembourg continues as an entity under the name “Perimeter Solutions, Inc.” The domestication was completed in accordance with articles 100-2, 100-3 and 1300-2 of the Luxembourg law dated August 10, 1915 on commercial companies, as amended (the “Luxembourg Company Law”), the procedures of article 450-3 et seq. of the Luxembourg Company Law, and the domestication procedures of Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to which the 38 Ta b le of Contents Company continued its legal existence in Delaware as if Perimeter Luxembourg had originally been incorporated under Delaware law.
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We aim to maximize our organic reinvestment into our business to best serve our customers and to support the rigorous application of our Operational Value Drivers: seeking out profitable new business, structurally improving operational productivity, and sharing in value creation through value-based pricing. These Operational Value Drivers are overseen by general managers that operate in our decentralized operating structure.
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Upon consummation of the Redomiciliation Transaction, each of Perimeter Luxembourg’s issued (i) ordinary shares, with a nominal value of $1.00 per share (the “Lux Ordinary Shares”) and (ii) redeemable preferred shares, with a nominal value of $10.00 each (the “Lux Preferred Shares”), automatically converted by operation of law on a one-for-one basis into (i) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) shares of preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), respectively, in accordance with the terms of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”).
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These managers have full operational autonomy paired with accountability to deliver results for customers and stockholders, with strong alignment between compensation and results. We believe our Operational Value Drivers maximize our free cash flow.
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The Common Stock continues to be listed for trading under symbol “PRM” on the New York Stock Exchange (the “NYSE”), which is the same trading symbol as the Lux Ordinary Shares traded under prior to the Redomiciliation Transaction.
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We then seek to maximize long-term per share equity value through a clear focus on the allocation of our capital as well as the management of our capital structure. We expect the combination of free cash flow and incremental borrowing capacity generates substantial capital available to allocate.
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As a result of the Redomiciliation Transaction, the Company became the successor issuer to Perimeter Luxembourg pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon consummation of the Redomiciliation Transaction, the CUSIP number relating to the Company’s Common Stock was changed to 71385M 107.
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We believe our capital allocation strategy, which prioritizes first high-return organic reinvestment opportunities, followed by opportunistic share repurchases, and finally the acquisition of new businesses, is a critical factor in achieving Perimeter’s dual purposes: serving our customers well while delivering private-equity-like stockholder returns.
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Warrant Exercise On November 9, 2021, Perimeter Luxembourg had 34,020,000 w arrants issued and outstanding, entitling the holder thereof to purchase one-fourth of one Lux Ordinary Shares at an exercise price of of $12.00 per whole Lux Ordinary Share (the “Warrants”). The subscription period of the Warrants ended on November 11, 2024.
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Whether built organically or acquired, we intend to apply our strategy centered on decentralized management, our Operational Value Drivers, and thoughtful capital allocation to ensure we serve our customers well while delivering on our returns promise to stockholders. Our business is organized and managed in two reporting segments: Fire Safety and Specialty Products.
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During the year ended December 31, 2022, Perimeter Luxembourg received $0.5 million in connection with 176,460 Warrant exercises and issued 44,115 Lux Ordinary Shares. During the year ended December 31, 2024 Perimeter Luxembourg received $23.5 million in connection with 32,907,728 Warrant exercises and issued 2,601,455 Lux Ordinary Shares.
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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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024, we had no borrowings outstanding under the Revolving Credit Facility. 49 Ta b le of Contents In addition, on November 9, 2021, the Company issued 10 million 6.50% Redeemable Preferred Shares (“Redeemable Preferred Shares" or “Preferred Stock” subsequent to the Redomiciliation Transaction), valued at $100.0 million were issued.
Biggest changeInterest on borrowings under the Amended and Restated Revolving Credit Facility is based on Term SOFR plus or base rate plus an applicable margin. At December 31, 2025, we had no borrowings outstanding under the Amended and Restated Revolving Credit Facility. In addition, on November 9, 2021, the Company issued 10 million 6.50% Preferred Stock, val ued at $100.0 million.
Interest Rate Risk For variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. We are subject to market risk exposure related to changes in interest rates on borrowings under the Revolving Credit Facility.
Interest Rate Risk For variable rate debt, interest rate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant. We are subject to market risk exposure related to changes in interest rates on borrowings under the Amended and Restated Revolving Credit Facility.
For example, some of our material supply contracts follow market prices, which may fluctuate through the year, while our product sales prices may be fixed on a quarterly or annual basis, and therefore, fluctuations in our material supply may not be passed through to our customers and can produce an adverse effect on our margins.
For example, some of our material supply contracts follow market prices, which may fluctuate through the year, while our product sales prices may be fixed on a quarterly or annual basis, and therefore, fluctuations in our material supply may not be passed through to our customers and can produce an adverse effect on our margins. 44 Table of Contents
The holders of Preferred Stock are entitled to a preferred annual cumulative right to a dividend equal to 6.50%. The shares of Preferred Stock are mandatorily redeemable on occurrence of certain events as defined in the Business Combination Agreement, but no later than April 30, 2030.
The holders of Preferred Stock are entitled to a preferred annual cumulative right to a dividend equal to 6.50%. The shares of Preferred Stock are mandatorily redeemable on occurrence of certain events, but no later than April 30, 2030.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risk from changes in foreign currency exchange rates, short-term interest rates and price fluctuations of certain material commodities in the ordinary course of our business.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risk from changes in foreign currency exchange rates, short-term interest rates and price fluctuations of certain material commodities in the ordinary course of our business. We do not engage in significant hedging activities with respect to the market risks to which we are exposed.
Foreign Currency Risk Foreign currency exchange risks are attributable to sales to foreign customers and purchases from foreign suppliers not denominated in a location’s functional currency, foreign plant operations, intercompany indebtedness, intercompany investments and include exposures to the Euro, Canadian dollar, Norwegian krone and Australian dollar.
However, such activity is not material to our overall risk profile or financial results. 43 Table of Contents Foreign Currency Risk Foreign currency exchange risks are attributable to sales to foreign customers and purchases from foreign suppliers not denominated in a location’s functional currency, foreign plant operations, intercompany indebtedness, intercompany investments and include exposures to the Euro, Canadian dollar, Norwegian krone and Australian dollar.
If we fail to timely redeem the shares of Preferred Stock, the dividend on the shares of Preferred Stock will permanently increase to the interest rate currently being paid (whether default or not) under the Revolving Credit Facility plus 10.00%. Commodity Price Risk Our realized margins depend on the differential of sales prices over our total supply costs.
If we fail to timely redeem the shares of Preferred Stock, the dividend on the shares of Preferred Stock will permanently increase to the interest rate currently being paid (whether default or not) under the Amended and Restated Revolving Credit Facility plus 10.00%.
Generally, we attempt to maintain an inventory position that is substantially balanced between our purchases and sales, including our future delivery obligations. However, market, weather or other conditions beyond our control may disrupt our expected supply of product, and we may be required to obtain supply at increased prices that cannot be passed through to our customers.
However, market, weather or other conditions beyond our control may disrupt our expected supply of product, and we may be required to obtain supply at increased prices that cannot be passed through to our customers.
A reduction in the value of the U.S. dollar against currencies of other countries could result in the use of additional cash to settle operating, administrative and tax liabilities.
Transactions that are paid in a foreign currency are remeasured into U.S. dollars and recorded in the consolidated financial statements at prevailing currency exchange rates. A reduction in the value of the U.S. dollar against currencies of other countries could result in the use of additional cash to settle operating, administrative and tax liabilities.
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We have not engaged in hedging activities since inception and currently, do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
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From time to time, we may enter into limited arrangements to manage specific risk exposures.
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Prior to the Redomiciliation Transaction, we elected to use the U.S. dollar for our Luxembourg entities. Transactions that are paid in a foreign currency are remeasured into U.S. dollars and recorded in the consolidated financial statements at prevailing currency exchange rates.
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Commodity Price Risk Our realized margins depend on the differential of sales prices over our total supply costs. Generally, we attempt to maintain an inventory position that is substantially balanced between our purchases and sales, including our future delivery obligations.
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Interest on borrowings under the Revolving Credit Facility is based on Term SOFR plus or base rate plus an applicable margin.
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Effects of Inflation We are subject to inflationary pressures with respect to raw materials, labor and transportation. Accordingly, we continue to take actions with our customers and suppliers to mitigate the impact of these inflationary pressures in the future. Actions to mitigate inflationary pressures with customers include contractual price escalation clauses and negotiated customer recoveries.
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Actions to mitigate inflationary pressures with suppliers include aggregation of purchase requirements to achieve optimal volume benefits, negotiation of cost-reductions and identification of more cost competitive suppliers.
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While these actions are designed to offset the impact of inflationary pressures, the Company cannot provide assurance that it will be successful in fully offsetting increased costs resulting from inflationary pressure. 50 Ta b le of Contents

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