Perimeter Solutions Inc

To the Shareholders and the Board of Directors

Perimeter Solutions, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Perimeter Solutions, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statement of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the probability of achieving the vesting performance criteria of option awards

As discussed in Notes 2 and 10 to the consolidated financial statements, the Company recognizes share-based compensation expense on performance-based non-qualified stock options (PBNQSO) based on probability assessments of achieving an annual operational performance per diluted share (AOP) target during the performance period, which is determined using estimated earnings before interest, taxes, depreciation and amortization (EBITDA), net debt and diluted shares. At each reporting period, the Company reassesses the probability of achieving the performance condition required to meet those vesting targets; therefore, unrecognized compensation expense is subject to future changes in the estimate. The Company recorded $12.8 million in share-based compensation expense for these PBNQSO awards for the year ended December 31, 2024. As of December 31, 2024, there was approximately $17.0 million of total unrecognized compensation expense related to the non-vested portion of these PBNQSO awards.

We identified the assessment of the probability of achieving the vesting performance criteria of option awards as a critical audit matter. Evaluating certain assumptions used in the Company’s determination of the probability that the performance criteria will be achieved for these PBNQSO awards involved subjective auditor judgment. Specifically, judgment was required to assess the probability of meeting the Company’s future performance targets, including forecasted revenue, cost of goods sold, net debt and diluted shares. These key assumptions were especially challenging to audit as they were forward looking and could be affected by future economic and market conditions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to evaluate the probability of achieving the vesting performance criteria of these PBNQSO awards, including controls over the determination of the key assumptions. We assessed the reasonableness of the Company’s forecasted revenue, cost of goods sold, net debt and diluted shares used to estimate the AOP target by: (1) comparing such assumptions to historical operating performance, (2) evaluating the consistency of these assumptions with evidence obtained in other areas of the audit, and (3) comparing the Company’s forecasted assumptions to external market data and industry data. We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast.

Evaluation of the impact of the Company’s redomiciliation transaction on its income tax provision

As discussed in Notes 2 and 7 to the consolidated financial statements, the Company completed its redomiciliation transaction and became domiciled in the United States on November 20, 2024. The Company has international operations requiring the evaluation of income taxes across multiple tax jurisdictions. The Company recorded deferred tax assets of $94.3 million and deferred tax liabilities of $246.2 million as of December 31, 2024, and income tax benefit of $41.0 million for the year then ended.

We identified the evaluation of the impact of the Company’s organizational structure on its income tax provision as a critical audit matter. Complex auditor judgment, and the involvement of professionals with specialized skills and knowledge, was required to evaluate the identification, interpretation, and application of tax laws, which can be complex and subject to change.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including controls over the redomiciliation transaction. We inspected the Company’s legal entity organization chart to identify changes in structure. We evaluated the execution of the redomiciliation transaction and the application of tax laws by inspecting the Company’s correspondence with certain tax authorities, intercompany documentation, and advice and guidance the Company received from third parties. We involved income tax professionals with specialized skills and knowledge who assisted in (1) assessing the Company’s identification, interpretation, and application of tax laws, including statutes, regulations, and case law and (2) evaluating the impact of the redomiciliation transaction on the tax provision.

Fair value of customer relationship and technology intangible assets acquired in a business combination

As discussed in Note 4 to the consolidated financial statements, on December 24, 2024, the Company consummated an acquisition of IMS DE Holdings, LLC for a total purchase price of $32.8 million. In connection with the business combination, the Company recorded intangible assets, which included customer relationship intangible assets and technology intangible assets with preliminary acquisition date fair values of $6.0 million and $7.1 million, respectively. The Company used an income approach, the multi-period excess earnings method, to calculate the acquisition date fair value of the customer relationship intangible assets and the relief-from-royalty method to calculate the acquisition date fair value of the technology intangible asset.

We identified the evaluation of the preliminary acquisition date fair value of the customer relationship and technology intangible assets acquired as a critical audit matter. Subjective auditor judgment was required to evaluate the key assumptions used to determine the fair value of the customer relationship and technology intangible assets, including (1) revenue and gross profit projections, customer attrition rate and the discount rate for the customer relationship intangible asset, and (2) revenue projections, discount rate and the royalty rate for the technology intangible asset. Revenue and gross profit projections include subjective determinations of future market and economic conditions that were also sensitive to variation. In addition, specialized skills and knowledge were required in the evaluation of the customer attrition rate, discount rates and royalty rate.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s business combination process, including controls over the key assumptions above. We evaluated the revenue and gross profit projections by comparing them to historical growth rates of the acquired business, existing contract backlog and inquiring of individuals outside of the accounting function about projected revenue and gross profit of the acquired business and the process used to develop them. We performed sensitivity analyses over the Company’s revenue projections used to determine the fair value of the customer relationship and the technology intangible assets acquired to assess the impact of changes in those assumptions on the Company’s determination of fair value. We performed sensitivity analyses over the Company’s gross profit projections used to determine the fair value of the customer relationship acquired to assess the impact of changes in those assumptions on the Company’s determination of fair value. We involved valuation professionals with specialized skills and knowledge who assisted in:

•evaluating the customer attrition rate by comparing it to historical customer attrition experienced by the acquired business

•evaluating the discount rates by comparing the Company’s discount rates to discount rates that were independently developed using publicly available market data for comparable entities and performing a weighted average return on assets reconciliation

•assessing the royalty rate used by the Company by comparing the royalty rate to publicly available data for comparable transactions.

/s/KPMG LLP

We have served as the Company’s auditor since 2024.

St. Louis, Missouri

February 20, 2025

To the Shareholders and the Board of Directors

Perimeter Solutions, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Perimeter Solutions, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statement of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired IMS DE Holdings, LLC (IMS) in 2024 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, IMS’s internal control over financial reporting associated with total consolidated assets of less than 1.0% and total revenues of less than 1.0% included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of IMS.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

St. Louis, Missouri

February 20, 2025