Perimeter Solutions, Inc. (PRM) Business

Item 1. Business.

Overview

We are a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications. Our current operations span firefighting products, lubricant additives, electronic components and, following the acquisition of Medical Manufacturing Technologies, LLC (“MMT”) in January 2026, highly engineered machinery for the medical device industry. We develop products that address complex customer challenges where there is little margin for error. Our offerings are typically a small part of a much broader solution that serves a growing end market. Our goal is to meet customer needs better than any alternative in every market we serve.

We aim to maximize our organic reinvestment into our business to best serve our customers and to support the rigorous application of our Operational Value Drivers: seeking out profitable new business, structurally improving operational productivity, and sharing in value creation through value-based pricing. These Operational Value Drivers are overseen by general managers that operate in our decentralized operating structure. These managers have full operational autonomy paired with accountability to deliver results for customers and stockholders, with strong alignment between compensation and results.

We believe our Operational Value Drivers maximize our free cash flow. We then seek to maximize long-term per share equity value through a clear focus on the allocation of our capital as well as the management of our capital structure. We expect the combination of free cash flow and incremental borrowing capacity generates substantial capital available to allocate. We believe our capital allocation strategy, which prioritizes first high-return organic reinvestment opportunities, followed by opportunistic share repurchases, and finally the acquisition of new businesses, is a critical factor in achieving Perimeter’s dual purposes: serving our customers well while delivering private-equity-like stockholder returns.

We conduct our operations globally, with approximately 76% of our annual revenues derived in the United States, approximately 10% in Europe and approximately 7% in Canada, with the remaining approximately 7% spread across various other countries.

Our long‑term vision is to build a diversified portfolio of high-quality industrial businesses via re-investment in organic growth and further acquisitions. Whether built organically or acquired, we intend to apply our strategy centered on decentralized management, our Operational Value Drivers, and thoughtful capital allocation to ensure we serve our customers well while delivering on our returns promise to stockholders.

Segments

Our business is organized and managed in two reporting segments: Fire Safety and Specialty Products.

Fire Safety Segment

The Fire Safety Segment includes the manufacture and sale of fire retardants and fire suppressants, together with related equipment and services, used in wildfire, industrial and structural firefighting operations.

Our fire retardants help slow, stop and prevent wildfires by chemically altering fuels (e.g., vegetation) and rendering them non-flammable. Fire retardant is typically applied ahead of an active wildland fire to stop or slow its spread, in order to allow ground-based firefighters to safely extinguish the fire. Retardants can be applied aerially via fixed or rotor wing aircraft, or by ground using standard fire engines, specialized rail cars, or our dedicated ground-applied retardant units. All of our products have a high level of retardant effectiveness, with specific stock keeping units or SKUs, differing in visibility, viscosity, adherence to vegetation, and persistence through weathering.

Our fire retardant customers are typically government agencies with responsibility for protecting both government and private land, although we also serve a diverse range of commercial customers. We supply federal, state, provincial, local/municipal, and commercial customers around the world. We are a leading supplier of fire retardants listed on the USDA Forest Service Qualified Products List, which is a leading global benchmark for ensuring fire retardant is effective, safe and environmentally friendly.

We also offer a broad range of equipment and services to support fire retardant operations. Our equipment and services are typically purchased and used in conjunction with our fire retardants and are often priced together as a single

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bundled offering. Custom equipment includes specialized airbase retardant storage, mixing, and delivery equipment; mobile retardant bases; and retardant ground application units. We also have the capability to design and manufacture custom equipment that operates at high throughput and reliability levels, including equipment used to support emergency airtanker base and ground crew operations. Custom services include design, construction, and installation of specialized air base retardant equipment, management and staffing of air base retardant operations, and management of air base supply and replenishment services. We have a broad service capability footprint, with full-service operations at approximately 60 United States and Canadian air bases, and equipment at over 100 bases globally.

Our fire suppressants primarily consist of Class B firefighting foams, which are used to suppress flammable and combustible liquid fires. Class B foams form a rapid, stable blanket that prevents ignition and are used primarily by industrial customers with significant hydrocarbon exposure, including petrochemical facilities, airports, military installations, and other industrial sites. We also produce Class A, Class A/B, and training foams, which serve structural/wildland, municipal, and training applications, respectively.

We complement our fire suppressants with custom equipment and operational services, including foam delivery systems, mixing and proportioning equipment, and installation and support services that enhance customer readiness.

Specialty Products Segment

Our Specialty Products Segment develops, produces and markets products for non-fire safety markets. The Specialty Products Segment includes Phosphorus Derivatives, Inc., which produces Phosphorus Pentasulfide (“P2S5”) based lubricant additives. P2S5 is also used in pesticide and mining chemicals applications, and emerging electric battery technologies. The Specialty Products segment also includes Intelligent Manufacturing Solutions (“IMS”), which is a manufacturer of electronic or electro-mechanical components of larger solutions. IMS has a flexible, vertically integrated production facility that allows it to acquire and produce a variety of product lines across a range of end markets, including communications infrastructure, energy infrastructure, defense systems, and industrial systems, with a substantial focus on aftermarket repair and replacement.

We completed the acquisition of MMT in January 2026, and we expect that MMT will be part of our Specialty Products Segment. MMT provides highly engineered machinery and associated aftermarket consumables, parts, and services to support the production of complex medical devices as well as select highly engineered industrial and aerospace and defense use cases. MMT’s capabilities include original equipment manufacturing, including application-specific equipment and automation solutions for medical devices such as complex catheters, guidewires and microcoils, as well as aftermarket parts, services, and consumables. MMT’s full solution suite encompasses both original machinery and recurring aftermarket parts, services, and consumables. MMT has a global footprint of manufacturing locations serving approximately 50 countries.

Industry and Demand Trends

Fire Safety Segment

The effective prevention, mitigation, and suppression of fires, including wildland, structural, and other types of fires, protects lives, homes and critical infrastructure while reducing harmful air quality levels caused by wildfire smoke and the release of CO₂ emissions into the environment. Fire Safety products are mission critical and held to the highest quality standards given the extreme cost of failure.

Key trends in the Fire Safety industry include:

•Higher acres burned and longer fire seasons: The USDA Forest Service data of the last 40 years shows that the acreage burned in the United States has increased over time. The ten-year trailing average of acres burned in the United States has increased from a ten-year trailing average of 3.3 million acres burned in 1997, to a ten-year trailing average of 7.0 million acres burned in 2025. The U.S. fire season is also lengthening on a consistent basis. According to a 2024 report published by U.S. Department of Agriculture, the U.S. fire season is on average 78 days longer than it was in the 1970s. If acreage burned continues to increase and the fire season continues to lengthen, we expect the demand and usage of fire retardant to increase. In addition, proactive initial attack strategies by government agencies can drive earlier and more consistent use of fire retardant throughout the fire season.

•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

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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.

•Increasing firefighting aircraft capacity and usage: The size and capacity of the firefighting aircraft fleet is a key driver of the amount of fire retardant consumed annually because demand for retardant typically outpaces available aircraft capacity, as evidenced by data regarding the inability to fill aerial firefighting requests published by the National Interagency Fire Center. Since 2010, U.S. aircraft capacity increased significantly and is expected to further increase. Increasing air tanker capacity and modernization is a global trend, with more, larger, and more sophisticated tankers being used in various parts of the world.

•Move toward Fluorine Free Firefighting Foams: There is an accelerating transition in the fire suppression market towards products that do not contain intentionally added Per- and polyfluoroalkyl (“PFAS”) substances. We expect Fluorine-Free Foams (“FFF”) to account for a growing percentage of the firefighting foam market over the next several years. We believe that we are a leader in the FFF market.

Specialty Products Segment

P2S5 is primarily used in the preparation of lubricant additives. The consumption of lubricant additives is driven by the social and economic trends globally of increased vehicle production and miles driven. The number of global miles driven has generally increased over time resulting in more engine wear and tear and increased demand for motor oil. Secondary markets for P2S5 include agricultural applications in the production of intermediates for pesticides and insecticides, flotation chemistry in the mining industry, for certain battery technologies, and for hydraulic and cutting fluids. IMS demand is primarily driven by recurring aftermarket repair and replacement needs for installed systems across its end markets.

Comprehensive Product Offering

We are a full-service turnkey supplier to many of our key customers. In the Fire Safety segment, in addition to providing fire retardant, we also design, manufacture, install, maintain, and operate specialized air base equipment including storage, mixing and loading equipment, as well as the air base management and training services necessary for land and aerial wildland firefighting. Our supply chain network also provides a critical service to our customers – we are able to deliver retardant within hours to over 150 air tanker bases in North America, often in emergency situations as our customers are fighting active and threatening wildfires. In the Specialty Products Segment, our competitive advantages include our long-standing record of reliability and customer support, our global supply capability for critical, high quality raw materials, our ownership of intellectual property necessary to produce proprietary components, our technology leadership in manufacturing technologies, and our technical expertise to handle and transport varied products and manage complex logistics.

Value-Based and Dynamic Pricing Model Protects Attractive Margins

We believe that our comprehensive and closely intertwined product, equipment, and service offerings provides tremendous value to our customers and serves as an important differentiator. Furthermore, we structure tiered pricing, availability pricing and annual pricing escalators with key customers, allowing the business to cover a portion of certain fixed costs in lower-volume years and protect margins over time.

Manufacturing Capabilities

Fire Safety

Our primary fire retardant production facilities are located in McClellan Park and Rancho Cucamonga, California. The McClellan Park location was opened in 2025 and serves as a major hub for production and distribution, supporting our ability to deliver fire retardant to airbases in North America within hours. Additionally, we have fire retardant production capability at two Canadian plants: one in Kamloops, British Columbia and the other in Sturgeon County, Alberta. Our production facility in Aix-En-Provence, France, provides fire retardant to our customers across Europe and the Middle East, while our New South Wales, Australia, facility serves our customers in Australia and the broader Asia-Pacific region. We also utilize third party manufacturing locations in Moreland, Idaho and in Pasco, Washington. These facilities are located in close proximity to major USDA Forest Service air bases in the Northwest. We utilize other tolling and warehouse facilities in strategic locations throughout North America to facilitate rapid shipment of products to our customers.

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We produce firefighting foam products in Green Bay, Wisconsin and Mieres, Spain. Both facilities have significant research and development capabilities and live fire testing capabilities. We have equipment manufacturing capabilities at our Post Falls, Idaho facility as well as at our tolling facility in Port Arthur, Texas.

Specialty Products

As of December 31, 2025, we had three key Specialty Products production facilities. One is a tolling facility in Sauget, Illinois, operated by Flexsys Chemical Company, that primarily serves our P2S5 customers in North America. The second facility, operated by Perimeter, is located in Knapsack Chemical Park in Hurth, Germany, and serves our P2S5 customers outside of North America. The third facility, also Perimeter-operated, is located in Londonderry, New Hampshire and manufactures electronic or electro-mechanical components of larger solutions. With the acquisition of MMT in January 2026, we added an additional 14 manufacturing locations which serve customers in approximately 50 countries.

Intellectual Property Portfolio

Our intellectual property rights are valuable and important to our business, and we rely on copyrights, trademarks, trade secrets, non-disclosure agreements and electronic and physical security measures to establish and protect our proprietary rights. We intend to continue to pursue additional intellectual property protection on product and equipment enhancements to the extent we believe it would be beneficial and cost-effective.

As of December 31, 2025, our intellectual property portfolio consisted of the following:

•for the Fire Safety Segment, 38 owned U.S. patents, of which we expect 2 to expire in 5 years or less and 36 to expire in more than 5 years, and 49 owned foreign counterpart patents in certain foreign jurisdictions, of which we expect 25 to expire in 5 years or less and 24 to expire in more than 5 years, and

•for the Specialty Products Segment, 5 owned U.S. patents and 5 owned foreign counterpart patents, which we expect to expire in 10 or more years.

With the acquisition of MMT in January 2026, we added an additional 11 owned U.S. patents, of which we expect 3 to expire in 5 years or less and 8 to expire in more than 5 years, and 7 owned foreign counterpart patents, which we expect to expire in 10 or more years.

Our patent portfolio covers approximately 19 countries and supports technologies and products across our businesses. Substantially all of our patents and trademarks are registered or pending approval with the U.S. Patent and Trademark Office and in select international offices.

Sales and Marketing

Consistent with our overall strategy, our sales and marketing efforts aim to continually develop technical solutions that meet customer needs. We have structured our sales efforts in accordance with our business units, which, in turn, align around our key product offerings and geographies. Each business unit has a business unit manager who is responsible for achieving targeted financial and operational results, including the business unit’s sales and marketing efforts.

Customers

Our customers vary by solution, with minimal overlap between the customer bases for each business.

Fire Safety

Fire retardant customers are largely government agencies, with responsibility for protecting both government and private land. We supply federal, state, provincial, local/municipal, and commercial customers around the world. We work diligently to build relationships with our customers and stakeholders, and we develop and enhance products and solutions in a highly collaborative manner with our key customers and stakeholders. We provide our retardants in various colors, forms (i.e., liquid or powder concentrates) and for various delivery methods (i.e., fixed wing aircraft, rotor wing aircraft, ground applied, etc.). We expect the demand for our retardant products, equipment, and services to grow, and we expect to continue to foster responsive and collaborative relationships with existing and potential customers and stakeholders.

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Our Class B foam customers primarily consist of industrial, aviation, and military customers which store and utilize flammable liquids on-site. Our Class A foam customers primarily consist of local fire departments and state wildland agencies, which utilize our products for wildland and structural firefighting. Our customers in the market for Class A/B foam primarily consist of municipal fire departments. We utilize a traditional sales force in marketing these products and seek to build lasting relationships with our customers.

Specialty Products

Our Specialty Products Segment serves several key global customers in the lubricant additives, agricultural, mineral extraction, emerging electric battery technologies, communications infrastructure, energy infrastructure, defense systems, industrial systems and other various markets, and with the acquisition of MMT, the medical device industry. Our focus is on maintaining our existing customers, expanding their utilization of our products and services, growing our business in the emerging technologies markets and growth through business acquisitions.

Significant Customers

For fiscal year 2025, our two largest customers, the USDA Forest Service and the U.S. Bureau of Land Management accounted for 32% and 11%, respectively, of our consolidated revenues. No other customer individually represented more than 10% of our 2025 consolidated revenues. This customer concentration makes us subject to the risk of nonpayment, nonperformance, re-negotiation of terms or non-renewal by these major customers under our commercial agreements. As a supplier and service provider to the U.S. government, we are subject to certain heightened risks, such as those associated with the government’s rights to audit and conduct investigations and with its rights to terminate contracts for convenience or default. The loss of these customers would likely have a material adverse impact on our business, results of operations and cash flows. In September 2025, we entered into a five-year agreement covering products and services provided to the USDA Forest Service and the U.S. Bureau of Land Management by our Fire Safety Segment.

Competition

Fire Safety

The fire retardant business is characterized by its highly specialized nature, its high cost-of-failure, and the integrated nature of the offering across products, specialized equipment, and services. As a result, development and testing of products, and the approval and licensing of such products, is typically a complex and lengthy process. Our retardant products compete with similar solutions, including gels, foams, and water, in addition to numerous global and domestic retardant competitors. We plan to maintain our industry leadership position through continued investments in innovation and research and development focused on improving, enhancing and customizing our fire retardant products and services on behalf of our customers.

The market for our firefighting foam products is highly fragmented, and subject to intense competition from various manufacturers launching their own competing products. We compete with a variety of firms that offer similar products and services. We compete for clients based on the quality of our products, the regulatory approvals and listings of our products, the quality and breadth of the equipment and services we offer in conjunction with our products, the regulatory approvals and listings of our products, the quality and knowledge base of our employees, the geographic reach of our products and services, and pricing of our product. We believe that we offer our customers an attractive value proposition based on these competitive factors, which allows us to compete effectively in the marketplace. Certain of our foam products have received U.S. Department of Defense military specification (“MIL-SPEC”) qualifications, which we believe provide a competitive advantage in military and airport emergency response applications.

Specialty Products

Our Specialty Products Segment is primarily focused on the North American and European markets, with a smaller focus in Asia and South America. In each of North America and Europe, we have one primary, local competitor for P2S5, as well as competition from imported Asian sources. Competitive factors for our P2S5 business include the quality of our products, our reliability and consistency as a supplier, our ability to innovate and be highly responsive to our customers’ needs, and the pricing of our products. IMS and MMT produce highly specialized machinery, parts, and components that are integrated into customers’ broader systems and workflows. Competitive factors include product quality, reliability, consistency of supply, responsiveness to customer needs, delivery times, service support, pricing and

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adherence to required specifications, which are often heavily regulated and often critical to customers’ continuity of operations.

Seasonality

Sales in our Fire Safety segment, of which approximately 87% are in North America, are subject to seasonal variation due to the length and the severity of the fire season, which in North America typically extends from April through September, as well as the availability of air tanker capacity. Consequently, we record a significant portion of our sales in the second and third quarters of our fiscal year.

Regulatory and Environmental, Health and Safety

We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to safety, pollution, protection of the environment, product management and distribution, and the generation, storage, handling, transportation, treatment, disposal and remediation of waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring and occasional investigations by governmental enforcement authorities. In addition, our production facilities require operating permits that are subject to renewal, modification and, in certain circumstances, revocation. We maintain Environmental, Health and Safety Systems ("EHS") policies and management systems designed to support compliance with applicable requirements, including procedures for monitoring and training. Safety is an important part of our operating model, and we maintain programs designed to identify and manage process safety and other workplace hazards, including facility procedures and employee training.

For MMT, while it does not manufacture finished medical devices or engage in activities subject to FDA establishment registration or device listing requirements, its customers are regulated medical device manufacturers. These customers may require MMT to comply with certain quality management and manufacturing standards, such as FDA and ISO quality system regulations, to support their own regulatory compliance.

Human Capital Management

Employees

As of December 31, 2025, we had 356 full-time employees and 15 temporary, seasonal or part-time employees worldwide. Other than 25 employees in Europe represented by a works council, none of our employees are represented by a labor union. We have not experienced any employment-related work stoppages, and we consider relations with our employees to be satisfactory. With the acquisition of MMT in January 2026, we added an additional 356 full-time employees and 9 temporary, seasonal or part-time employees.

Talent Development

We consider our employees to be our most valuable asset. The development, attraction and retention of employees is a critical success factor. To support the advancement of our employees, we offer training and development programs encouraging advancement from within and continue to fill our team with strong and experienced management talent.

Benefits

We offer attractive benefits packages that attract, retain, motivate and reward our talent, and we are committed to providing our employees and their families with programs that support their health and overall well-being. To assist employees with financial empowerment, we offer a 401(k) program. We also offer employees the ability to save money on a tax-free basis through flexible spending accounts and health savings accounts. We offer competitive compensation programs that include base pay, bonus and equity grants. Our full-time employees also receive paid time off and holidays.

Our equity compensation plans are designed to assist in attracting, retaining, motivating and rewarding key employees and directors, and promote the creation of long-term value for our stockholders by closely aligning the interests of these individuals with those of our stockholders. Equity compensation, and specifically performance-based stock options, is a significant component of our equity-based compensation strategy and value-based culture.

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Non-Discrimination

We do not tolerate discrimination and are committed to high ethical standards and equal employment opportunities in all personnel actions without regard to race, color, religion, gender, national origin, citizenship status, age, marital status, gender identity or expression, sexual orientation, physical or mental disability, or veteran status.

Redomiciliation Transaction

Prior to November 20, 2024, we were a public limited liability company duly incorporated and validly existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 256.548 (“Perimeter Luxembourg”). On November 20, 2024, we consummated the conversion (the “Redomiciliation Transaction” or “domestication”) of Perimeter Luxembourg into a corporation incorporated under the laws of the State of Delaware, after which Perimeter Luxembourg continues as an entity under the name “Perimeter Solutions, Inc.” The domestication was completed in accordance with articles 100-2, 100-3 and 1300-2 of the Luxembourg law dated August 10, 1915 on commercial companies, as amended (the “Luxembourg Company Law”), the procedures of article 450-3 et seq. of the Luxembourg Company Law, and the domestication procedures of Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to which the Company continued its legal existence in Delaware as if Perimeter Luxembourg had originally been incorporated under Delaware law.

Upon consummation of the Redomiciliation Transaction, each of Perimeter Luxembourg’s (i) ordinary shares, with a nominal value of $1.00 per share (the “Lux Ordinary Shares”) and (ii) redeemable preferred shares, with a nominal value of $10.00 each (the “Lux Preferred Shares”), automatically converted by operation of law on a one-for-one basis into (i) shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) shares of preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”), respectively, in accordance with the terms of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”).

Our Common Stock continues to be listed for trading under symbol “PRM” on the New York Stock Exchange (the “NYSE”), which is the same trading symbol as the Lux Ordinary Shares traded under prior to the Redomiciliation Transaction. As a result of the Redomiciliation Transaction, the Company became the successor issuer to Perimeter Luxembourg pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon consummation of the Redomiciliation Transaction, the CUSIP number relating to the Company’s Common Stock was changed to 71385M107.

Available Information

We file or furnish annual, quarterly and current reports and other documents with the SEC. The annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments, will be made available free of charge on our website, www.perimeter-solutions.com, as soon as reasonably practicable, following the filing of the reports with the SEC. In addition, our website allows investors and other interested persons to sign up to automatically receive e-mail alerts when news releases and financial information is posted on the website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The information on or obtainable through our website is not incorporated into this Annual Report.