prm-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-41027

_______________________________

PERIMETER SOLUTIONS, INC.

(Exact name of Registrant as specified in its Charter)

_______________________________


Delaware			33-2098357
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

8000 Maryland Avenue, Suite 350 Clayton, Missouri 63105
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (314) 396-7343

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

PRM

New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 1, 2026, there were 163,127,063 shares of Common Stock, par value $0.0001 per share, outstanding.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q for the period ended March 31, 2026 (this “Quarterly 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 Quarterly Report, the words “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “indicate,” “seek,” “should,” “would,” and similar expressions are 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;

•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 Quarterly Report, actual results may prove to be materially different from the results expressed or implied by

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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 the annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 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.

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		Page
Cautionary Statement Regarding Forward-Looking Statements		2
PART I	FINANCIAL INFORMATION	5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 (Unaudited) and December 31, 2025	5
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 3 1 , 202 6 and 202 5 (Unaudited)	6
	Condensed Consolidated Statements of Stockholders ’ Equity for the three months ended March 3 1 , 202 6 and 202 5 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 6 and 202 5 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
	1. Basis of Presentation and Description of Business	9
	2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements	10
	3. Balance Sheet Components	11
	4. Business Combinations	12
	5. Goodwill and Other Intangible Assets	13
	6. Leases	14
	7. Long-Term Debt and Preferred Stock	15
	8. Income Taxes	17
	9. Commitments and Contingencies	18
	10. Equity	18
	11. Stock-Based Compensation	18
	12. Fair Value Measurements	20
	13. Related Parties	21
	14. Revenue Recognition	22
	15. Earnings Per Share	22
	16. Segment Information	22
	17. Subsequent Events	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	38

SIGNATURES		39

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	March 31, 2026		December 31, 2025
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	91,624	$	325,927
Accounts receivable, net	87,536		64,363
Inventories	191,026		139,634
Prepaid expenses and other current assets	27,987		34,049
Total current assets	398,173		563,973
Property, plant and equipment, net	101,296		85,138
Operating lease right-of-use assets	37,297		30,152
Finance lease right-of-use assets	5,490		5,713
Goodwill	1,365,415		1,065,211
Customer lists, net	924,377		628,189
Technology and patents, net	200,318		184,804
Tradenames, net	125,297		86,330
Other assets, net	6,715		3,497
Total assets	$	3,164,378	$	2,653,007
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	38,408	$	30,301
Accrued expenses and other current liabilities	61,322		47,212
Founders advisory fees payable - related party	25,839		95,726
Deferred revenue	3,322		1,879
Total current liabilities	128,891		175,118
Long-term debt, net	1,209,650		669,122
Operating lease liabilities, net of current portion	32,858		27,860
Finance lease liabilities, net of current portion	5,560		5,694
Deferred income taxes	121,788		80,410
Founders advisory fees payable - related party	338,480		440,697
Preferred stock	117,753		115,904
Preferred stock - related party	586		1,293
Other non-current liabilities	3,963		3,590
Total liabilities	1,959,529		1,519,688
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.0001 par value per share, 4,000,000,000 shares authorized; 188,505,219 and 174,818,216 shares issued; 163,127,063 and 149,440,060 shares outstanding at March 31, 2026 and December 31, 2025, respectively	19		17
Treasury stock, at cost; 25,378,156 shares at March 31, 2026 and December 31, 2025	(168,197)		(168,197)
Additional paid-in capital	2,106,116		2,100,958
Accumulated other comprehensive loss	(12,936)		(6,370)
Accumulated deficit	(720,153)		(793,089)
Total stockholders’ equity	1,204,849		1,133,319
Total liabilities and stockholders’ equity	$	3,164,378	$	2,653,007

See accompanying notes to condensed consolidated financial statements.

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PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net sales	$	125,069	$	72,030
Cost of goods sold	74,282		43,877
Gross profit	50,787		28,153
Operating expenses (income):
Selling, general and administrative expense	23,061		16,299
Amortization expense	22,599		14,099
Founders advisory fees - related party	(76,378)		(80,613)
Other operating expense	9,018		561
Total operating income	(21,700)		(49,654)
Operating income	72,487		77,807
Other expense (income):
Interest expense, net	24,356		9,644
Foreign currency gain	(1,351)		(1,159)
Other (income) expense, net	(364)		143
Total other expense, net	22,641

SEC Form 10-Q filed by Perimeter Solutions SA