Perimeter Solutions, Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K for the year ended December 31, 2025 (this “Annual Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties and reflect our current views with respect to, among other things, future events and our financial performance. When used in this Annual Report, the words“believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,” “should,” “would,” and similar expressionsare intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. These forward-looking statements include, without limitation, statements about the following matters:

•future financial performance, financial projections or estimates used, including any growth or expansion plans and opportunities;

•our beliefs regarding certain trends and growth drivers in our fire safety business, including weather and climate trends;

•our ongoing commitment to manufacturing high-quality products in an environmentally-conscious way;

•our ability to grow long-term value through, among other things, the continuing performance improvement of our existing operations, execution of a disciplined capital allocation and management of our capital structure;

•our expectations regarding future capital expenditures;

•ourexpectations regarding the inclusion of MMT (as defined below) within our Specialty Products Segment;

•our plans to maintain our industry leadership through continued investments in innovation, and development and product certifications;

•expectations concerning sources of revenue;

•expectations about demand for fire retardant products, equipment and services, including our ability to accurately identify key market drivers and leverage our relationships with customers and stakeholders;

•our expectations regarding the impact of significant infrequent events, such as the ongoing regional conflicts in Ukraine or the Middle East, on our business as well as our ability to mitigate inflationary pressures;

•expectations concerning certain of our products’ ability to protect life and property as population settlement locations change;

•our expectations regarding market risk;

•our expectations regarding the severity of future fire seasons and the extent to which fire retardant will be used to protect property in the future;

•expectations concerning repurchases of our Common Stock (as defined below) under the Share Repurchase Plan (as defined below);

•our expectation regarding the increase in the size and capacity of firefighting aircraft and fleets;

•our expectations regarding our future investments in fluorine-free foam technology;

•our expectations regarding the expiration of our patents;

•our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity;

•our expectations and beliefs regarding free cash flow generation, leverage, our capital allocation priorities such as reinvestment, future acquisitions and stock repurchase activity;

•our intention to pursue intellectual property protection on product and equipment enhancements; and

•the expected outcome of litigation matters and the effect of such claims on business, financial condition, results of operations or cash flows.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date of this Annual Report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to those summarized below:

•negative or uncertain worldwide economic conditions;

•volatility, seasonality and cyclicality in the industries in which we operate;

•our substantial dependence on sales to the U.S. Department of Agriculture (“USDA”) Forest Service, the U.S. Bureau of Land Management and the State of California and the risk of decreased sales to these customers;

•changes in the regulation of the chemical industry, a downturn in the specialty chemicals and/or fire retardant end markets or our failure to accurately predict the frequency, duration, timing, and severity of changes in demand in such markets;

•changes in customer relations or service levels;

•a small number of our customers represent a significant portion of our revenue;

•failure to continuously innovate and to provide products that gain market acceptance, which may cause us to be unable to attract new customers or retain existing customers;

•improper conduct of, or use of our products, by employees, agents, government contractors or collaborators;

•changes in the availability of products from our suppliers on a long-term basis;

•production interruptions or shutdowns, which could increase our operating or capital expenditures or negatively impact the supply of our products resulting in reduced sales;

•changes in the availability of third-party logistics suppliers for distribution, storage and transportation;

•increases in supply and raw material costs, supply shortages, long lead times for components or supply changes;

•adverse effects on the demand for our products or services due to the seasonal or cyclical nature of our business or severe weather events;

•introduction of new products, which are considered preferable, which could cause demand for some of our products to be reduced or eliminated;

•current ongoing and future litigation, including multi-district litigation and other legal proceedings;

•heightened liability and reputational risks due to certain of our products being provided to emergency services personnel and their use to protect lives and property;

•future products liabilities claims where indemnity and insurance coverage could be inadequate or unavailable to cover these claims due to the fact that some of the products we produce may cause adverse health consequences;

•compliance with export control or economic sanctions laws and regulations;

•environmental impacts and side effects of our products, which could have adverse consequences for our business;

•compliance with environmental laws and regulations;

•our ability to protect our intellectual property rights and know-how;

•our ability to generate the funds required to service our debt and finance our operations;

•fluctuations in foreign currency exchange;

•potential impairments or write-offs of certain assets;

•the adequacy of our insurance coverage; and

•challenges to our decisions and assumptions in assessing and complying with our tax obligations.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please read (1) Part I, Item 1A. “Risk Factors” in this Annual Report; (2) our reports and registration statements filed from time to time with the Securities and Exchange Commission (the “SEC”), and (3) other public announcements we make from time to time. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Our business is subject to varying degrees of risk and uncertainty. Below is a summary of the principal risk factors that may affect our business, financial condition and results of operations. This summary does not address all of the risks that we face. Investors should carefully consider the risks and uncertainties summarized below along with additional discussion of such summarized risks under the heading “Risk Factors” herein, together with other information in this Annual Report and our other filings with the SEC.

Risks Related Our Business and Industry

•demand for our products is impacted by a number of factors outside of our control;

•a small number of our customers represent a significant portion of our revenue;

•as a supplier and service provider to the U.S. government and many foreign governments, states, and municipalities, we are subject to certain heightened risks;

•risks from changes to trade policies, tariffs and import/export regulations by the U.S. and/or other foreign governments;

•risks related to purchasing products from our suppliers on a long-term basis and production interruptions or shutdowns;

•risks from the improper conduct of, or use of our products, by employees, agents, government contractors, or collaborators could adversely affect our reputation;

•reliance on third-party logistics suppliers for distribution, storage, transportation, operating supplies and products;

•we are susceptible to supply and raw material cost increases, supply shortages, long lead times, and supply changes;

•if we fail to continuously innovate and to provide products that gain market acceptance, we may be unable to attract new customers or retain existing customers;

•our competitive position could be adversely affected if we fail to protect our patents, trade secrets or other intellectual property rights, if our patents expire or if we become subject to infringement claims;

•risks inherent in our global operations;

•our substantial indebtedness may adversely affect our cash flow and our ability to operate our business;

•terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities;

•we may incur substantial additional indebtedness;

•our intent to pursue acquisitions, which may adversely affect our business if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations;

•expansion into new markets and geographies may expose us to new and different risks.

Risks Related to Regulatory and Legal Matters

•risks related to litigation by customers, suppliers and other third parties, including multi-district litigation and other legal proceedings;

•some of the products we produce may cause adverse health consequences or environmental impacts, and we are and may be subject in the future to product liability claims, and indemnity and insurance coverage could be inadequate or unavailable to cover these claims;

•risks related to non-compliance with export control or economic sanctions laws and regulations U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar anticorruption, anti-bribery and anti-kickback laws, environmental laws and laws and regulations related to PFAS (as defined below);

•our products are subject to extensive government scrutiny and regulation, including the USDA Forest Service qualification process;

•environmental laws and regulations may subject us to significant liabilities.

Risks Related to Operating as a Public Company and Our Corporate Structure

•EverArc Founders (as defined below) may have interests that are different than the interests of our stockholders;

•payment of fees in cash pursuant to the advisory agreement entered into by EverArc (as defined below) on December 12, 2019 ("Founder Advisory Agreement") with EverArc Founders, LLC, a Delaware limited liability company ("EverArc Founder Entity") which is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri (collectively, the "EverArc Founders") could reduce cash available for investment, working capital and distribution to stockholders;

•stockholders will experience dilution as a consequence of the issuance of our Common Stock (as defined below) as payment for fees under the annual Founder Advisory Agreement;

•if we terminate the Founder Advisory Agreement under certain circumstances, we have to pay a significant termination fee;

•our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls;

•anti-takeover provisions in our Certificate of Incorporation and Bylaws (collectively, the “Organizational Documents”) could make an acquisition of us more difficult and limit attempts by our stockholders to replace or remove our current management;

•Our Organizational Documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers.

General Risks

•changes in tax laws may materially adversely affect our business, prospects, financial condition and operating results.

•we may require additional capital to fund our operations;

•cybersecurity attack, acts of cyber-terrorism, failure of technology systems and other disruptions to our information technology systems may adversely impact our business, financial condition and results of operations;

•our insurance may not fully cover all of our risks;

•we are subject to general governmental regulation and other legal obligations, including those related to privacy, data protection and information security;

•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.