Perimeter Solutions, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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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 |
| 2.2^ | Securities Purchase Agreement, dated as of December 9, 2025, by and among Thunderbird Topco, L.P., Thunderbird Midco, LLC, Perimeter Solutions, Inc. and Perimeter Solutions North America, Inc. | 8-K | 2.1 | January 22, 2026 |
| 3.1 | Certificate of Incorporation of Perimeter Solutions, Inc. | 8-K12B | 3.1 | November 20, 2024 |
| 3.2 | Bylaws of Perimeter Solutions, Inc. | 8-K12B | 3.2 | November 20, 2024 |
| 4.1 | Description of Securities. | 10-K | 4.1 | February 20, 2025 |
| 4.2 | 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 |
| 4.3 | Indenture, dated January 2, 2026, by and between Perimeter Holdings, LLC, as issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. | 8-K | 4.1 | January 2, 2026 |
| 4.4 | Form of 6.250% Senior Secured Notes due 2034 (included in Exhibit 4.3). | 8-K | 4.2 | January 2, 2026 |
| 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 | 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 |
| 10.5† | Perimeter Solutions, SA 2021 Equity Incentive Plan. | S-1/A | 10.13 | November 10, 2021 |
| 10.6† | Employment Agreement, dated as of May 6, 2022 by and between Perimeter Solutions, SA and Jeffrey Emery. | 10-K | 10.15 | March 1, 2023 |
| 10.7† | Employment Agreement, dated as of March 8, 2023 by and between Perimeter Solutions, SA and Haitham Khouri. | 10-Q | 10.1 | May 10, 2023 |
| 10.8† | 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 |
| 10.9† | Employment Agreement, dated as of October 1, 2021 by and between Perimeter Solutions, SA and Noriko Yokozuka. | 10-Q | 10.3 | May 10, 2023 |
| 10.10† | Form of 2021 Option Award Agreement (As Amended). | 8-K | 10.1 | May 12, 2023 |
| 10.11† | Form of 2022 Option Award Agreement (As Amended). | 8-K | 10.2 | May 12, 2023 |
| 10.12† | Form of 2023 Option Award Agreement. | 8-K | 10.3 | May 12, 2023 |
| 10.13† | Employment Agreement, dated as of November 16, 2023 by and between Perimeter Solutions, SA and Kyle Sable. | 10-K | 10.18 | February 22, 2024 |
| 10.14 | Form of Indemnification Agreement | S-4 | 10.4 | July 31, 2024 |
| 10.15*† | Employment Agreement dated as of September 30, 2024 by and between Perimeter Solutions, SA and Grant Bowman | |||
| 10.16^ | Amended and Restated Credit Agreement, dated as of December 19, 2025, by and among Perimeter Intermediate, LLC, as guarantor; Perimeter Holdings, LLC, 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., Goldman Sachs Bank USA, Bank of America, N.A. and Wells Fargo Securities, LLC, as joint lead arrangers and bookrunning managers; and Bank of Montreal and HSBC Securities (USA) Inc., as co-documentation agents. | 8-K | 10.1 | December 29, 2025 |
| 19.1^ | Perimeter Solutions, Inc. Insider Trading Policy | 10-K | 19.1 | February 20, 2025 |
| 21.1* | Subsidiaries of Perimeter Solutions, Inc. | |||
| 23.1* | Consent of BDO USA, P.C. | |||
| 23.2* | Consent of KPMG, LLP | |||
| 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. | 10-K | 97.1 | February 22, 2024 |
| 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.
^ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
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, Inc. | ||
| Date: February 26, 2026 | By: | /s/ Haitham Khouri |
|---|---|---|
| Haitham Khouri | ||
| Chief Executive Officer and Duly Authorized 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 26, 2026 |
| Haitham Khouri | ||
| /s/ Kyle Sable | Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer) | February 26, 2026 |
| Kyle Sable | ||
| /s/ W. Nicholas Howley | Co-Chairman of the Board | February 26, 2026 |
| W. Nicholas Howley | ||
| /s/ William N. Thorndike, Jr. | Co-Chairman of the Board | February 26, 2026 |
| William N. Thorndike, Jr. | ||
| /s/ Vivek Raj | Director | February 26, 2026 |
| Vivek Raj | ||
| /s/ Tracy Britt Cool | Director | February 26, 2026 |
| Tracy Britt Cool | ||
| /s/ Bernt Iversen II | Director | February 26, 2026 |
| Bernt Iversen II | ||
| /s/ Sean Hennessy | Director | February 26, 2026 |
| Sean Hennessy | ||
| /s/ Robert S. Henderson | Director | February 26, 2026 |
| Robert S. Henderson | ||
| /s/ Jorge L. Valladares III | Director | February 26, 2026 |
| Jorge L. Valladares III | ||
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