Perimeter Solutions SA
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
PRM$31.58+7.1%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
INDEX TO EXHIBITS
| ExhibitNumber · Description · Incorporated by Reference | ||||
|---|---|---|---|---|
| Form · Exhibit · Filing Date | ||||
| 2.1 | Business Combination Agreement, dated as of June 15, 2021, among EverArc Holdings Limited, SK Invictus Intermediate S.à r.l., Perimeter Solutions, SA, EverArc (BVI) Merger Sub Limited and SK Invictus Holdings, S.à r.l. | S-4 | 2.1 | September 1, 2021 |
| 3.1 | Articles of Association of Perimeter Solutions, SA. | S-1/A | 3.2 | November 10, 2021 |
| 4.1 | Description of Securities. | 10-K | 4.1 | March 1, 2023 |
| 4.2 | Perimeter Solutions, SA Warrant Instrument. | S-1/A | 4.4 | November 10, 2021 |
| 4.3 | Indenture, dated as of October 22, 2021 between EverArc Escrow S.à r.l. and U.S. Bank National Association. | S-4/A | 4.5 | October 25, 2021 |
| 10.1† | Advisory Services Agreement, dated as of December 12, 2019 by and between EverArc Holdings Limited and EverArc Founders LLC. | S-4/A | 10.3 | October 8, 2021 |
| 10.2† | Assignment and Assumption Agreement, dated as of November 9, 2021 by and between Perimeter Solutions, SA, EverArc Holdings Limited and EverArc Founders LLC. | S-1/A | 10.16 | November 10, 2021 |
| 10.3† | Employment Agreement, dated as of October 1, 2021 by and between Perimeter Solutions, SA and Edward Goldberg. | S-4/A | 10.6 | October 8, 2021 |
| 10.4† | Employment Agreement, dated as of October 1, 2021 by and between Perimeter Solutions, SA and Shannon Horn. | S-4/A | 10.7 | October 8, 2021 |
| 10.5 | Letter Agreement, dated as of June 15, 2021 between EverArc Holdings Limited, Perimeter Solutions, SA and Edward Goldberg. | S-4/A | 10.12 | October 8, 2021 |
| 10.6 | Letter Agreement, dated as of June 15, 2021 between EverArc Holdings Limited, Perimeter Solutions, SA and Shannon Horn. | S-4/A | 10.8 | October 8, 2021 |
| 10.7† | Perimeter Solutions, SA 2021 Equity Incentive Plan. | S-1/A | 10.13 | November 10, 2021 |
| 10.8 | Credit Agreement, dated as of November 9, 2021, by and among SK Invictus Intermediate S.à r.l., as guarantor; SK Invictus Intermediate II S.à r.l., as borrower; the other guarantors party thereto; the lenders, L/C issuers and swing line lender parties thereto; Morgan Stanley Senior Funding, Inc., as administrative agent; and Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and Goldman Sachs Bank USA, as joint lead arrangers and bookrunning managers. | S-1/A | 10.15 | November 10, 2021 |
| 10.9† | Employment Agreement, dated as of May 6, 2022 by and between Perimeter Solutions, SA and Charles Kropp. | 10-Q | 10.2 | May 10, 2022 |
| 10.10† | Employment Agreement, dated as of May 6, 2022 by and between Perimeter Solutions, SA and Jeffrey Emery. | 10-K | 10.15 | March 1, 2023 |
| 10.11† | Employment Agreement, dated as of March 8, 2023 by and between Perimeter Solutions, SA and Haitham Khouri. | 10-Q | 10.1 | May 10, 2023 |
| 10.12† | Amendment to the Employment Agreement, dated as of March 8, 2023 by and between Perimeter Solutions, SA and Edward Goldberg. | 10-Q | 10.2 | May 10, 2023 |
| 10.13† | Employment Agreement, dated as of October 1, 2021 by and between Perimeter Solutions, SA and Noriko Yokozuka. | 10-Q | 10.3 | May 10, 2023 |
| 10.14† | Form of 2021 Option Award Agreement (As Amended). | 8-K | 10.1 | May 12, 2023 |
| 10.15† | Form of 2022 Option Award Agreement (As Amended). | 8-K | 10.2 | May 12, 2023 |
| 10.16† | Form of 2023 Option Award Agreement. | 8-K | 10.3 | May 12, 2023 |
| 10.17†* | Separation and Release Agreement, dated as of November 16, 2023 by and between Perimeter Solutions, SA and Charles Kropp. | |||
| 10.18†* | Employment Agreement, dated as of November 16, 2023 by and between Perimeter Solutions, SA and Kyle Sable. | |||
| 21.1* | Subsidiaries of Perimeter Solutions, SA | |||
| 23.1* | Consent of BDO USA, P.C. | |||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|---|---|
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Perimeter Solutions, SA Executive Officer Clawback Policy. |
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
- Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Perimeter Solutions, SA | ||
| Date: February 22, 2024 | By: | /s/ Haitham Khouri |
|---|---|---|
| Haitham Khouri | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Haitham Khouri | Chief Executive Officer and Director(Principal Executive Officer) | February 22, 2024 |
| Haitham Khouri | ||
| /s/ Kyle Sable | Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer) | February 22, 2024 |
| Kyle Sable | ||
| /s/ W. Nicholas Howley | Co-Chairman of the Board | February 22, 2024 |
| W. Nicholas Howley | ||
| /s/ William N. Thorndike, Jr. | Co-Chairman of the Board | February 22, 2024 |
| William N. Thorndike, Jr. | ||
| /s/ Edward Goldberg | Vice-Chairman and Director | February 22, 2024 |
| Edward Goldberg | ||
| /s/ Vivek Raj | Director | February 22, 2024 |
| Vivek Raj | ||
| /s/ Tracy Britt Cool | Director | February 22, 2024 |
| Tracy Britt Cool | ||
| /s/ Bernt Iversen II | Director | February 22, 2024 |
| Bernt Iversen II | ||
| /s/ Sean Hennessy | Director | February 22, 2024 |
| Sean Hennessy | ||
| /s/ Robert S. Henderson | Director | February 22, 2024 |
| Robert S. Henderson | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.