Perimeter Solutions, Inc.

Previous wording

•Increasing wildland urban interfaces: Urban development is pushing farther out of cities and into the wilderness for both primary and secondary residences. 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. According to Proceedings of the National Academy of Sciences of the United States of America, 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. 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.

Current wording

•Increasing wildland urban interfaces: Urban development is pushing farther out of cities and into the wilderness for both primary and secondary residences. 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. According to Proceedings of the National Academy of Sciences of the United States of America, when homes are built in the

Previous wording

In recent years, the global economy and labor markets have experienced significant inflationary pressures attributable to ongoing economic recovery and supply chain issues, in part due to the impacts of the conflicts in Ukraine and the Middle East. 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. 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. While these actions are designed to offset the impact of inflationary pressures, the Company cannot provide assurance that they will be successful in fully offsetting increased costs resulting from inflationary pressure. In addition, interest payments for borrowings under the Company’s amended and restated revolving credit facility are based on variable rates, and any continued increase in interest rates may reduce the Company’s cash flow available for other corporate purposes.

Current wording

In recent years, the global economy and labor markets have experienced significant inflationary pressures attributable to ongoing economic recovery and supply chain issues, in part due to the impacts of the conflicts in Ukraine and the Middle East. 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. 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. While these actions are designed to offset the impact of inflationary pressures, the Company cannot provide assurance that they will be successful in fully offsetting increased costs resulting from inflationary pressure. In addition, interest payments for borrowings under the Company’s Amended and Restated Revolving Credit Facility (as defined below) are based on variable rates, and any continued increase in interest rates may reduce the Company’s cash flow available for other corporate purposes.

Previous wording

The following table sets forth our results of operations for each of the periods indicated (in thousands):

Current wording

The following table sets forth our results of operations for each of the periods indicated:

Previous wording

Net Sales. Net sales increased by $53.0 million for the three months ended March 31, 2026, compared to the same period in 2025. Net sales in the Fire Safety segment increased by $8.3 million, representing higher fire suppressant sales of $13.4 million offset by lower fire retardant sales of $5.1 million. Fire suppressant sales increased $7.2 million in North America and $6.2 million in other geographies. Fire retardant sales decreased $7.5 million in North America, offset by an increase of $2.4 million in other geographies. Net sales in the Specialty Products segment increased $44.7 million, including a $41.4 million increase in revenue due to recently acquired businesses and a $3.3 million increase in base businesses. The Company considers that revenue attributable to base businesses includes revenue from acquired businesses that have been owned for a full four quarters after the date of acquisition.

Current wording

Net Sales. Net sales increased by $51.2 million for the three months ended June 30, 2026, compared to the same period in 2025. Net sales in the Fire Safety segment increased by $8.8 million, representing higher fire retardant sales of $6.4 million and higher suppressant sales of $2.4 million. Fire retardant sales increased $7.3 million in North America, offset by a decrease of $0.9 million in other geographies. Fire suppressant sales increased $5.9 million outside North America, offset by a decrease of $3.5 million in North America. Net sales in the Specialty Products segment increased $42.4 million, including a $47.9 million increase in revenue due to recently acquired businesses, offset by a $5.5 million decrease in base businesses. The Company considers that revenue attributable to base businesses includes revenue from acquired businesses that have been owned for a full four quarters after the date of acquisition.

Previous wording

Cost of Goods Sold. Cost of goods sold increased $30.4 million for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to recently acquired businesses.

Current wording

Cost of Goods Sold. Cost of goods sold increased $34.8 million for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to recently acquired businesses.

Previous wording

Selling, General and Administrative Expense. Selling, general and administrative expense increased by $6.8 million for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to recently acquired businesses.

Current wording

Selling, General and Administrative Expense. Selling, general and administrative expense increased by $11.0 million for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to recently acquired businesses.

Previous wording

Founder Advisory Fees - related party. 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 decrease in the fair value of the Annual Advisory Amounts for the three months ended March 31, 2026 of $76.4 million was primarily due to a decrease in the Company’s average price per share from $27.89 as of December 31, 2025 to $21.93 as of March 31, 2026. The decrease in the fair value of the Annual Advisory Amounts for the three months ended March 31, 2025 of $80.6 million was primarily due to a decrease in the Company’s average price per share from $12.85 as of December 31, 2024, to $9.67 as of March 31, 2025.

Current wording

Founder Advisory Fees - related party. 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 increase in the fair value of the Annual Advisory Amounts for the three months ended June 30, 2026 of $266.3 million was primarily due to an increase in the period end volume weighted average closing share price of the Company’s Common Stock for ten consecutive trading days (the “Average Price Per Share”) from $21.93 as of March 31, 2026 to $35.53 as of June 30, 2026. The increase in the fair value of the Annual Advisory Amounts for the three months ended June 30, 2025 of $96.9 million was primarily due to an increase in the Average Price Per Share from $9.67 as of March 31, 2025, to $13.62 as of June 30, 2025.

Previous wording

Other Operating Expense. Other operating expense increased $8.5 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to costs related to the Company’s acquisition of MMT in January 2026.

Current wording

Other Operating Expense. Other operating expense increased $3.3 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to costs related to the Company’s recent acquisitions.

Previous wording

Interest Expense, net. Interest expense, net increased $14.7 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to higher average debt outstanding resulting from the Company’s offering of the 2034 Notes in January 2026.

Current wording

Interest Expense, net. Interest expense, net increased $9.7 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to higher average debt outstanding resulting from the Company’s offering of the 2034 Notes in January 2026.

Previous wording

Income Tax Benefit (Expense). Income tax benefit was $23.1 million for the three months ended March 31, 2026, compared to income tax expense of $12.5 million for the same period in 2025. The change is primarily due to increased benefits from stock-based compensation and non-deductible compensation.

Current wording

Income Tax Benefit (Expense). Income tax benefit was $62.9 million for the six months ended June 30, 2026, compared to income tax expense of $10.8 million for the same period in 2025. The change is primarily due to increased benefits from stock-based compensation, permanently non-deductible compensation, withholding taxes accrued on unremitted earnings and the impact of foreign tax rate differences.

Previous wording

Segment Adjusted EBITDA is defined as income (loss) before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items. These items include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense, (v) purchase accounting impact and (vi) foreign currency loss (gain). We use Segment Adjusted EBITDA, to evaluate operating performance by segment, for business planning purposes and to allocate resources. The following tables provide information for our net sales and Segment Adjusted EBITDA (in thousands) for the three months ended March 31, 2026 compared to the same period in 2025:

Current wording

Segment Adjusted EBITDA is defined as income (loss) before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items. These items include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense, (v) purchase accounting impact - inventory step up and (vi) foreign currency loss (gain). We use Segment Adjusted EBITDA, to evaluate operating performance by segment, for business planning purposes and to allocate resources. The following tables provide information for our net sales and Segment Adjusted EBITDA (in thousands) for the three and six months ended June 30, 2026 compared to the same period in 2025:

Previous wording

Segment Adjusted EBITDA for our Fire Safety segment increased by $8.6 million during the three months ended March 31, 2026 compared with the same period in 2025. 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.

Current wording

Segment Adjusted EBITDA for our Fire Safety segment increased by $1.1 million during the three months ended June 30, 2026 compared with the same period in 2025. 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.

Previous wording

Segment Adjusted EBITDA for our Specialty Products segment increased by $14.5 million during the three months ended March 31, 2026 compared with the same period in 2025. The increase was primarily due to contributions from recently acquired businesses.

Current wording

Segment Adjusted EBITDA for our Specialty Products segment increased by $13.2 million during the three months ended June 30, 2026 compared with the same period in 2025. The increase was primarily due to contributions from recently acquired businesses.

Previous wording

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. The Company’s management uses these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation. 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):

Current wording

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. The Company’s management uses these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation. 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:

Previous wording

(2) For the three months ended March 31, 2026, $5.6 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The inventory acquired received a purchase accounting step-up in basis.

Current wording

(2) For the three months ended June 30, 2026, $4.5 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis.

Previous wording

(1) For the three months ended March 31, 2026, $0.3 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 $0.1 million was related to restructuring and other non-recurring costs. For the three months ended March 31, 2025, $0.5 million was related to restructuring and other non-recurring costs, and $0.4 million was related to the Redomiciliation Transaction.

Current wording

(1) For the six months ended June 30, 2026, $1.5 million was related to restructuring and other non-recurring costs and $1.4 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. For the six months ended June 30, 2025, $0.6 million was related to restructuring and other non-recurring costs and $0.4 million was related to the Redomiciliation Transaction.

Previous wording

We believe that our existing cash and cash equivalents of $91.6 million, net cash flows generated from operations and availability under the Amended and Restated Revolving Credit Facility as of March 31, 2026 will be sufficient to meet our current capital expenditures, working capital, and debt service requirements for at least 12 months from the filing date of this Quarterly Report. As of March 31, 2026, we expect our remaining fiscal year 2026 capital expenditure budget to cover both our maintenance and growth capital expenditures. We may also raise capital through other various financing sources available to us, including the issuance of equity and/or debt securities through public offerings or private placements, to fund our acquisitions, the Annual Advisory Amounts and long-term liquidity needs. Our ability to complete future offerings of equity or debt securities and the timing of these offerings will depend upon various factors including prevailing market conditions and our financial condition.

Current wording

We believe that our existing cash and cash equivalents of $82.8 million, net cash flows generated from operations and availability under the Amended and Restated Revolving Credit Facility as of June 30, 2026 will be sufficient to meet our current capital expenditures, working capital, and debt service requirements for at least 12 months from the filing date of this Quarterly Report. As of June 30, 2026, we expect our remaining fiscal year 2026 capital expenditure budget to cover both our maintenance and growth capital expenditures. We may also raise capital through other various financing sources available to us, including the issuance of equity and/or debt securities through public offerings or private placements, to fund our acquisitions, the Annual Advisory Amounts and long-term liquidity needs. Our ability to complete future offerings of equity or debt securities and the timing of these offerings will depend upon various factors including prevailing market conditions and our financial condition.

Previous wording

On January 2, 2026, Perimeter Holdings, completed its offering of $550 million in aggregate principal amount of 6.250% senior secured notes due 2034 (the “2034 Notes”) in transactions that were exempt from the registration requirements of the Securities Act. The 2034 Notes were issued under an indenture, dated as of January 2, 2026. The 2034 Notes mature on January 15, 2034, and bear interest at a rate of 6.250% per annum, payable in cash semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026. The Company used the net proceeds of the 2034 Notes, together with cash on hand, to pay the cash consideration for the acquisition of MMT and related fees and expenses.

Current wording

On January 2, 2026, Perimeter Holdings, completed its offering of $550.0 million in aggregate principal amount of 6.250% senior secured notes due 2034 (the “2034 Notes”) in transactions that were exempt from the registration requirements of the Securities Act. The 2034 Notes were issued under an indenture, dated as of January 2, 2026. The 2034 Notes mature on January 15, 2034, and bear interest at a rate of 6.250% per annum, payable in cash semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026. The Company used the net proceeds of the 2034 Notes, together with cash on hand, to pay the cash consideration for the acquisition of MMT and related fees and expenses.

Previous wording

Debt issuance costs incurred in connection with securing the 2029 Notes and the 2034 Notes were capitalized and are amortized using the effective interest method over the term of the 2029 Notes and the 2034 Notes and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income. The unamortized portion of the debt issuance costs is included as a reduction to the carrying value of the 2029 Notes and the 2034 Notes which have been recorded as long-term debt, net in the accompanying condensed consolidated balance sheets. The Company incurred $10.1 million of debt issuance costs as a result of the 2034 Notes for the three months ended March 31, 2026.

Current wording

Debt issuance costs incurred in connection with securing the 2029 Notes and the 2034 Notes were capitalized and are amortized using the effective interest method over the term of the 2029 Notes and the 2034 Notes and included in interest expense in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. The unamortized portion of the debt issuance costs is included as a reduction to the carrying value of the 2029 Notes and the 2034 Notes which have been recorded as long-term debt, net in the accompanying condensed consolidated balance sheets. The Company incurred $10.1 million of debt issuance costs as a result of the 2034 Notes for the six months ended June 30, 2026.

Previous wording

The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $100.0 million as of March 31, 2026. During the three months ended March 31, 2026, the Company did not repurchase any shares under its Share Repurchase Plan. During the three months ended March 31, 2025, the Company repurchased 888,454 shares. The repurchased shares are recorded at cost and are being held in treasury.

Current wording

The approximate dollar value of shares that may yet be repurchased under the Share Repurchase Plan was $100.0 million as of June 30, 2026. During the three and six months ended June 30, 2026, the Company did not repurchase any shares under its Share Repurchase Plan. During the three and six months ended June 30, 2025, the Company repurchased 2,886,221 and 3,774,675 shares, respectively. The repurchased shares are recorded at cost and are being held in treasury.

Previous wording

For 2025, the EverArc Founder Entity was entitled to receive a Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value of $65.7 million, based on an average price of $27.89 per share (the “2025 Fixed Amount”). The EverArc Founder Entity was also entitled to receive a Variable Annual Advisory Amount for 2025 of 14,462,123 shares of Common Stock, or a value of $403.4 million (the “2025 Variable Amount” and together with the 2025 Fixed Amount, the “2025 Advisory Amounts”). The EverArc Founder Entity elected to receive approximately 79.6% of the 2025 Advisory Amounts in shares of Common Stock (13,387,003 Common Shares) and approximately 20.4% of the 2025 Advisory Amounts in cash ($95.7 million). To satisfy the 2025 Advisory Amounts, the Company paid $95.7 million in cash on February 19, 2026 and issued 13,387,003 shares of Common Stock on March 3, 2026.

Current wording

For 2025, the EverArc Founder Entity was entitled to receive a Fixed Annual Advisory Amount of 2,357,061 shares of Common Stock or a value of $65.7 million, based on an average price of $27.89 per share of Common Stock (the “2025 Fixed Amount”). The EverArc Founder Entity was also entitled to receive a Variable Annual Advisory Amount for 2025 of 14,462,123 shares of Common Stock, or a value of $403.4 million (the “2025 Variable Amount” and together with the 2025 Fixed Amount, the “2025 Advisory Amounts”). The EverArc Founder Entity elected to receive approximately 79.6% of the 2025 Advisory Amounts in shares of Common Stock (13,387,003 shares of Common Stock) and approximately 20.4% of the 2025 Advisory Amounts in cash ($95.7 million). To satisfy the 2025 Advisory Amounts, the Company paid $95.7 million in cash on February 19, 2026 and issued 13,387,003 shares of Common Stock on March 3, 2026.

Previous wording

The summary of our cash flows is as follows (in thousands):

Current wording

The summary of our cash flows is as follows:

Previous wording

Cash used in operating activities was $89.0 million for the three months ended March 31, 2026 and cash provided by operating activities was $23.7 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, the primary components of operating cash flows were net income of $72.9 million, non-cash benefits of $69.9 million and net operating asset investments of $92.0 million. For the three months ended March 31, 2025, the primary components of operating cash flows were net income of $56.7 million, non-cash benefits of $49.6 million and net operating asset reductions of $16.6 million.

Current wording

Cash used in operating activities was $89.6 million for the six months ended June 30, 2026 and cash provided by operating activities was $20.9 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, the primary components of operating cash flows were net loss of $108.7 million, non-cash charges of $186.0 million and net operating asset investments of $166.9 million. For the six months ended June 30, 2025, the primary components of operating cash flows were net income of $24.5 million, non-cash charges of $48.9 million and net operating asset investments of $52.5 million.

Previous wording

Cash used in investing activities was $688.1 million and $14.8 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we purchased a business for $682.3 million and purchased property and equipment of $5.8 million. During the three months ended March 31, 2025, we purchased a business for $10.0 million and purchased property and equipment of $4.8 million.

Current wording

Cash used in investing activities was $700.8 million and $42.8 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we purchased a business for $682.3 million and purchased property and equipment of $18.5 million. During the six months ended June 30, 2025, we purchased property and equipment of $17.6 million, purchased intangible assets of $15.2 million, and purchased a business for $10.0 million.

Previous wording

Cash provided by financing activities was $542.8 million for the three months ended March 31, 2026 and cash used in financing activities was $8.4 million for the three months ended March 31, 2025. During the three months ended March 31, 2026, we received proceeds from an issuance of long term debt of $550.0 million and received proceeds from exercises of options of $3.0 million, offset by payment of debt issuance costs of $10.1 million and $0.1 million in principal payments on finance lease obligations. During the three months ended March 31, 2025, we repurchased shares of outstanding Common Stock for $8.2 million and made $0.2 million in principal payments on finance lease obligations.

Current wording

Cash provided by financing activities was $547.2 million for the six months ended June 30, 2026 and cash used in financing activities was $40.6 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, we received proceeds from an issuance of long term debt of $550.0 million and received proceeds from exercises of options of $7.6 million, offset by payment of debt issuance costs of $10.1 million and $0.3 million in principal payments on finance lease obligations. During the six months ended June 30, 2025, we repurchased shares of outstanding Common Stock for $40.4 million, made $0.5 million in principal payments on finance lease obligations, and received proceeds from exercises of options of $0.3 million.

Previous wording

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements which have been prepared in accordance with U.S. GAAP. Our significant accounting policies and estimates are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” of our consolidated financial statements included in our 2025 Annual Report filed on Form 10-K with the SEC on February 26, 2026. Significant estimates made by management in connection with the preparation of the accompanying condensed consolidated financial statements include the fair value of purchase consideration and assets acquired and liabilities assumed in a business combination, stock options and founder advisory fees. We are not presently aware of any events or circumstances that would require us to update our estimates, assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. For information on the impact of recently issued accounting pronouncements, see Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in the notes to the condensed consolidated financial statements included in this Quarterly Report.

Current wording

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements which have been prepared in accordance with U.S. GAAP. Our significant accounting policies and estimates are consistent with those discussed in Note 2, “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” of our consolidated financial statements included in our 2025 Annual Report filed on Form 10-K with the SEC on February 26, 2026. Significant estimates made by management in connection with the preparation of the accompanying condensed consolidated financial statements include the fair value of purchase consideration and assets acquired and liabilities assumed in a business combination, stock options and founder advisory fees. We are not presently aware of any events or circumstances that would require us to update our estimates, assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements. For information on the impact of recently issued accounting pronouncements, see Note 2, “Recent Accounting Pronouncements” in the notes to the condensed consolidated financial statements included in this Quarterly Report.