This prospectus supplement amends the prospectus dated November 12, 2021, as supplemented on August 9, 2022 (the “Prospectus”) of Perimeter Solutions, SA, a public company limited by shares (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (the “Company”), which forms a part of the Company’s Registration Statement on Form S-1, as amended (No. 333-260798). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 4, 2022, as set forth below. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.

The ordinary shares of the Company are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PRM” The closing sale price on the NYSE for the ordinary shares of the Company on November 21, 2022 was $9.38 per share.

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

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 o

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 o

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 o No x

This quarterly report on Form 10-Q for the period ended September 30, 2022 (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:

•our expectations regarding the impact of the COVID-19 (as defined below) pandemic on our business;

•our expectations regarding the impact of the conflict in Ukraine on our business;

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

•our ability to expand our Fire Safety segment;

•our beliefs regarding certain growth drivers in our Fire Safety segment;

•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;

•cash flow projections;

•our ability to maintain a leadership position in any market;

•expectations concerning sources of revenue;

•expectations about demand for fire retardant products, equipment and services;

•the size of the markets we compete in and potential opportunities in such markets or new markets;

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

•expectations concerning the markets in which we will operate in the coming years, overall economic conditions and disruptive weather events;

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

•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 regarding our status as an emerging growth company;

•our expectations and beliefs regarding accounting and tax matters; and

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

•the direct and indirect adverse impact of the novel strain of coronavirus, SARS-CoV-2, which causes COVID-19 (“COVID-19”) on the global economy and the related governmental regulations and restrictions;

•the impact of the conflict in Ukraine on the global economy and our business;

•negative or uncertain worldwide economic conditions;

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

•our ability to realize the strategic and financial benefits of the Business Combination;

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

•changes in the regulation of the petrochemical industry, a downturn in the lubricant additives 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, 2021 (the “2021 Annual Report”); (2) Part II, “Item 1A. Risk Factors” in this Quarterly Report; (3) our reports and registration statements filed from time to time with the Securities and Exchange Commission (the “SEC”), and (4) 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.

(Unaudited)

			Common Stock												Treasury Shares												Additional Paid-in Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total Shareholders' Equity
Predecessor			Shares						Amount						Shares						Amount
Balance, December 31, 2020			53,045,510						$	53,046					—						$	—					$	289,344					$	(3,174)					$	(47,794)					$	291,422
Net loss			—						—						—						—						—						—						(18,529)						(18,529)
Other comprehensive loss			—						—						—						—						—						(966)						—						(966)
Balance, March 31, 2021			53,045,510						53,046						—						—						289,344						(4,140)						(66,323)						271,927
Net loss			—						—						—						—						—						—						(3,848)						(3,848)
Other comprehensive income			—						—						—						—						—						562						—						562
Balance, June 30, 2021			53,045,510						53,046						—						—						289,344						(3,578)						(70,171)						268,641
Net income			—						—						—						—						—						—						52,009						52,009
Other comprehensive loss			—						—						—						—						—						(2,020)						—						(2,020)
Balance, September 30, 2021			53,045,510						$	53,046					—						$	—					$	289,344					$	(5,598)					$	(18,162)					$	318,630
			Ordinary Shares												Treasury Shares												Additional Paid-in Capital						Accumulated Other Comprehensive Loss						Accumulated Deficit						Total Shareholders' Equity
Successor			Shares						Amount						Shares						Amount
Balance, December 31, 2021			157,237,435						$	157,237					—						$	—					$	1,670,033					$	(7,135)					$	(736,825)					$	1,083,310
Share-based compensation			—						—						—						—						5,724						—						—						5,724
Ordinary shares issued related to founders advisory fees - related party			5,952,992						5,954						—						—						7,829						—						—						13,783
Warrants exercised			44,115						44						—						—						485						—						—						529
Net income			—						—						—						—						—						—						37,811						37,811
Other comprehensive income			—						—						—						—						—						126						—						126
Balance, March 31, 2022			163,234,542						163,235						—						—						1,684,071						(7,009)						(699,014)						1,141,283
Share-based compensation			—						—						—						—						6,741						—						—						6,741
Ordinary shares repurchased			—						—						597,513						(5,008)						—						—						—						(5,008)
Net income			—						—						—						—						—						—						7,223						7,223
Other comprehensive loss			—						—						—						—						—						(16,371)						—						(16,371)
Balance, June 30, 2022			163,234,542						163,235						597,513						(5,008)						1,690,812						(23,380)						(691,791)						1,133,868
Share-based compensation			—						—						—						—						6,832						—						—						6,832
Ordinary shares repurchased			—						—						320,703						(2,564)						—						—						—						(2,564)
Net income			—						—						—						—						—						—						78,711						78,711
Other comprehensive loss			—						—						—						—						—						(18,181)						—						(18,181)
Balance, September 30, 2022			163,234,542						$	163,235					918,216						$	(7,572)					$	1,697,644					$	(41,561)					$	(613,080)					$	1,198,666

(Unaudited)

			Successor									Predecessor
			Nine Months Ended September 30, 2022									Nine Months Ended September 30, 2021
Cash flows from operating activities:
Net income			$	123,745								$	29,632
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Founders advisory fees - related party (change in accounting fair value)			(154,026)									—
Depreciation and amortization expense			49,536									45,593
Interest and payment-in-kind on preferred shares			4,903									—
Share-based compensation			19,297									—
Deferred income taxes			(72,441)									(5,195)
Amortization of deferred financing costs			1,196									2,432
Amortization of acquisition related inventory step-up			27,973									—
(Gain) loss on contingent earn-out			(13,042)									2,763
Unrealized loss on foreign currency			8,741									3,892
Loss on disposal of assets			9									—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable			(63,838)									(72,103)
Inventories			(40,759)									(5,554)
Prepaid expenses and other current assets			9,058									3,104
Other assets			—									346
Accounts payable			4,975									12,971
Deferred revenue			889									831
Income taxes payable, net			88,673									11,180
Accrued expenses and other current liabilities			15,547									2,725
Founders advisory fees - related party (cash settled)			(53,547)									—
Other liabilities			(73)									(200)
Net cash (used in) provided by operating activities			(43,184)									32,417
Cash flows from investing activities:
Purchase of property and equipment			(6,024)									(5,149)
Purchase price adjustment under Business Combination Agreement			(1,638)									—
Purchase of businesses, net of cash acquired			—									(7,464)
Net cash used in investing activities			(7,662)									(12,613)
Cash flows from financing activities:
Ordinary shares repurchased			(7,572)									—
Proceeds from exercise of warrants			529									—
Proceeds from revolving credit facility			—									19,500
Repayments of revolving credit facility			—									(19,500)
Repayments of long-term debt			—									(4,211)
Net cash used in financing activities			(7,043)									(4,211)
Effect of foreign currency on cash and cash equivalents			(1,409)									1,510
Net change in cash and cash equivalents			(59,298)									17,103
Cash and cash equivalents, beginning of period			225,554									22,478
Cash and cash equivalents, end of period			$	166,256								$	39,581
Supplemental disclosures of cash flow information:
Cash paid for interest			$	18,299								$	21,502
Cash paid for income taxes			$	7,588								$	7,092
Non-cash investing and financing activities:
Liability portion of founders advisory fees - related party reclassified to additional paid in capital			$	13,783								$	—

Perimeter Solutions, SA, (“PSSA”), a public company limited by shares (société anonyme) was incorporated on June 21, 2021 under the laws of the Grand Duchy of Luxembourg for the purpose of effecting a business combination. PSSA is headquartered in the Grand Duchy of Luxembourg with global operations in North America, Europe, and Asia Pacific. PSSA's ordinary shares, nominal value, $1.00 per share (the “Ordinary Shares”), are listed on the New York Stock Exchange (“NYSE”) and trade under the symbol “PRM.”

In June 2022, the Oil Additives segment, which produces and sells Phosphorus Pentasulfide (“P2S5”), was renamed the Specialty Products segment to better reflect the current and expanding applications for P2S5 in several end markets and applications, including lubricant additives, various agricultural applications, various mining applications, and emerging electric battery technologies. Within the lubricant additive end market, currently the Company’s largest end market application, P2S5 is primarily used in the production of a family of compounds called Zinc Dialkyldithiophosphates (“ZDDP”), which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components.

During fiscal 2021 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures attributable to ongoing economic recovery and supply chain issues. Perimeter is subject to inflationary pressures with respect to raw materials, labor and transportation. Accordingly, the Company continues to 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 it will be successful in fully offsetting increased costs resulting from inflationary pressure. Interest payments for borrowings under the Company’s revolving credit facility are based on variable rates. As a result, an increase in interest rates may reduce the Company’s cash flow available for other corporate purposes.

The pandemic, caused by an outbreak of a novel strain of coronavirus, SARS-CoV-2, which causes COVID-19 that began in December 2019, introduced significant volatility to the global health and economic environment, including millions of confirmed COVID-19 cases, business slowdowns or shutdowns, government challenges and market volatility throughout 2020 into 2022.

While the ongoing direct impact from the COVID-19 pandemic has subsided, disruptions to supply chains, transportation efficiency, and availability of raw materials and labor continue to persist. The exact pace and timing of the economic recovery remains uncertain and is expected to continue to be uneven depending on various factors. As the consequences of the pandemic and adverse impact to the global economy continue to evolve, the future adverse impact on the Company's business and financial statements remains subject to uncertainty as of the date of this filing.

As of September 30, 2022, the Company’s significant accounting policies are consistent with those discussed in Note 2 - “Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in its consolidated financial statements included in the Company’s 2021 Annual Report.

Pursuant to the Business Combination Agreement, EverArc entered into an escrow agreement with SK Holdings and Wilmington Trust, N.A., a national banking association, as escrow agent, which provided that approximately $7.6 million of the cash consideration payable pursuant to the Business Combination Agreement be held in escrow pending a determination of the post-Closing purchase price adjustments under the Business Combination Agreement.

On July 1, 2021, the Company used cash provided by operations to purchase all of the assets of Magnum Fire & Safety Systems ("Magnum"). The asset purchase agreement provided for approximately $1.2 million in cash to be paid at closing. The Magnum acquisition expands the Company’s access to new markets and is expected to result in additional revenue in firefighting foam equipment and systems within the Fire Safety segment. The Company has performed a purchase price allocation, where the Company allocated $1.2 million to goodwill in the predecessor entity. Individual assets and liabilities included within the balance sheet were not material.

The Company had an allowance for doubtful accounts, included in accounts receivable, net of $0.8 million and $1.0 million as of September 30, 2022 and December 31, 2021, respectively.

On November 9, 2021, SK Invictus Intermediate II S.à r.l., a private limited liability company governed by the laws of the Grand Duchy of Luxembourg (“SK Intermediate II”), as borrower, entered into a five-year revolving credit facility (the “Revolving Credit Facility”), which provides for a senior secured Revolving Credit Facility in an aggregate principal amount of up to $100.0 million.

On the Closing Date, SK Intermediate II assumed $675.0 million principal amount of 5.00% senior secured notes due October 30, 2029 (“Senior Notes”) issued by EverArc Escrow S.à r.l. (“Escrow Issuer”), a newly-formed limited liability company governed by the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of EverArc under an indenture dated as of October 22, 2021 (“Indenture”). The Senior Notes bear interest at an annual rate of 5.00%. Interest on the Senior Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year, commencing on April 30, 2022.

In connection with the Business Combination, the Company issued 10 million redeemable preferred shares of PSSA (“Redeemable Preferred Shares”), nominal value $10 per share, valued at $100.0 million. The Redeemable Preferred Shares are entitled to a preferred annual cumulative right to a dividend equal to 6.50% of its nominal value. The preferred dividend will generally be paid 40.00% in cash and 60.00% in kind each year within three business days following the Company's annual general meeting. Holders of the Redeemable Preferred Shares generally have no voting rights.

The Company, under its articles of association (the “Articles”) is mandatorily required to redeem the Redeemable Preferred Shares at any time prior to the earliest of (i) six months following the latest maturity date of the above-mentioned Senior Notes, (ii) nine years after the date of issuance of the Redeemable Preferred Shares or (iii) upon the occurrence of a change of control, as defined in the Company’s Articles. Due to the fact that the Redeemable Preferred Shares are mandatorily redeemable, the Redeemable Preferred Shares are classified as a liability in the accompanying unaudited condensed consolidated balance sheets, and $1.6 million and $4.9 million of dividends on these Redeemable Preferred Shares for the three and nine months ended September 30, 2022, respectively, is recorded as interest expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss). At September 30, 2022, $3.5 million of preferred dividends were in arrears.

The Redeemable Preferred Shares have an aggregate liquidation preference of $100.0 million, plus any accrued and unpaid dividends thereon and is senior to the Ordinary Shares with respect to dividends and with respect to dissolution, liquidation or winding up of the Company. At September 30, 2022, the redemption price was $103.5 million.

Pursuant to the credit agreements, the Company’s First Lien Credit Facility (the “First Lien”) consisted of a $545.0 million U.S. dollar term loan with a maturity of March 28, 2025, a multicurrency revolving credit facility (the “Revolver”),

and a $16.0 million extension on the original term loan. The Second Lien Credit Facility (the “Second Lien”) consisted of a $155.0 million U.S. dollar term loan with a maturity of March 28, 2026. The Revolver provided for maximum borrowings of $100.0 million with a maturity of March 28, 2023. Interest was based on the same terms as the First Lien and was subject to a 0.50% unused commitment fee. The Revolver also contained a $10.0 million standby letter of credit sub-facility and a $10.0 million swing line sub-facility.

On December 7, 2021, subject to the approval of the shareholders of the Company, the Company's board of directors (the “Board”) authorized a share repurchase plan (the “Share Repurchase Plan”). Under the Share Repurchase Plan, the Company is authorized to repurchase up to $100.0 million of its issued and outstanding Ordinary Shares at any time during the next 24 months or, if different, such other timeframe as approved by the shareholders of the Company. Until such time as the Share Repurchase Plan was approved by the shareholders of the Company, the Board authorized any subsidiary of the Company to take such actions necessary to purchase Ordinary Shares of the Company. Repurchases under the Share Repurchase Plan may be made, from time to time, in such quantities, in such manner and on such terms and conditions and at prices the Company deems appropriate. On July 21, 2022, subject to certain limits, the shareholders’ of the Company approved a proposal authorizing the Board to repurchase up to 25% of the Company’s Ordinary Shares outstanding as of the date of the shareholders’ approval, being 40,659,257 Ordinary Shares, at any time during the next five years. On November 3, 2022, the Board approved the repurchase of up to $100.0 million of the Company's ordinary shares during the next 24 months. The Company repurchased 320,703 and 918,216 Ordinary Shares for the three and nine months ended September 30, 2022, respectively, of which 597,513 Ordinary Shares were repurchased on behalf of a wholly-owned subsidiary. The repurchased Ordinary Shares were recorded at cost and are being held in treasury.

In connection with the Business Combination, the Board adopted, and its shareholders approved, the 2021 Equity Incentive Plan (the “2021 Equity Plan”). A total of 31,900,000 Ordinary Shares are authorized and reserved for issuance under the 2021 Equity Plan which provides for the grant of stock options (either incentive or non-qualified), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance share units and other share-based awards with respect to the Ordinary Shares. Shares associated with underlying awards that are expired, forfeited, or otherwise terminated without the delivery of shares, or are settled in cash, and any shares tendered to or withheld by the Company for the payment of an exercise price or for tax withholding will again be available for issuance under the 2021 Equity Plan.

Founder Advisory Amounts

The Variable Annual Advisory Amount for each year through December 31, 2031 is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model. The Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of 157,137,410 Ordinary Shares outstanding as of November 9, 2021) for each year through December 31, 2027 and valued using the period end volume weighted average closing share price for ten consecutive trading days of Ordinary Shares. Because up to 50% of the aggregate shares could be settled through a cash payment, 50% are classified as a liability and the remaining 50% is classified within equity. For Advisory Amounts classified within equity, the Company does not subsequently remeasure the fair value. For the Advisory Amounts classified as a liability, the Company remeasures the fair value at each reporting date, accordingly, the compensation expense recorded by the Company in the future will depend upon changes in the fair value of the liability-classified Advisory Amounts.

•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The Variable Annual Advisory Amount for each year through December 31, 2031 is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model. The Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of 157,137,410 Ordinary Shares outstanding as of November 9, 2021) for each year through December 31, 2027 and valued using the period end volume weighted average closing share price for ten consecutive trading days of Ordinary Shares.

As of September 30, 2022, the Company used a Monte Carlo simulation model to calculate the fair value of the Variable Annual Advisory Amount. The Company calculated the fair value of the Fixed Annual Advisory Amounts using the period end volume weighted average closing share price of Ordinary Shares for ten consecutive trading days of $8.35. These approaches resulted in fair values of $170.8 million for the Variable Annual Advisory Amount and $118.0 million for the Fixed Annual Advisory Amount, of which 50% may be paid in cash and recorded as a liability and the remaining 50% would be settled in Ordinary Shares. While the entire instrument is subject to the fair value calculation described above, the amount classified and recorded as equity remains consistent while the amount classified and recorded as a liability is updated each period. For the three and nine months ended September 30, 2022, the Company recognized a reduction in share-based compensation expense related to a decrease in fair value for liability-classified Advisory Amounts of $73.7 million and $154.0 million, respectively, primarily due to the decrease in stock price.

In June 2022, the Oil Additives segment, which produces and sells P2S5 was renamed the Specialty Products segment to better reflect the current and expanding applications for P2S5 in several end markets and applications, including lubricant additives, various agricultural applications, various mining applications, and emerging electric battery technologies. Within the lubricant additive end market, currently the Company’s largest end market application, P2S5 is primarily used in the production of a family of compounds called ZDDP, which is considered an essential component in the formulation of engine oils with its main function to provide anti-wear protection to engine components.

The Company’s CODM uses the segment net sales and segment Adjusted EBITDA to assess the ongoing performance of the Company’s business segments and to allocate resources. The Company defines segment Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as adjusted on a consistent basis for certain non-recurring or unusual items in a balanced manner and on a segment basis. These non-recurring or unusual items may include acquisition and integration related costs, management fees and other non-recurring items.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this quarterly report on Form 10‑Q for the quarter ended September 30, 2022 (this “Quarterly Report”). This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, such statements are subject to the “safe harbor” created by those sections and involve risks and uncertainties. Forward-looking statements are based on our management’s beliefs and assumptions and on information available to our management as of the date hereof. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” included in our 2021 Annual Report and Part II, “Item 1A. Risk Factors” in this Quarterly Report, our actual results may differ materially from those anticipated in these forward-looking statements, accordingly, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Such factors may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy.

Perimeter Solutions, S.A. (“PSSA”), a public company limited by shares (société anonyme) was incorporated on June 21, 2021 under the laws of the Grand Duchy of Luxembourg for the purpose of effecting a business combination. PSSA is headquartered in the Grand Duchy of Luxembourg with global operations in North America, Europe, and Asia Pacific. PSSA's ordinary shares, nominal value, $1.00 per share (the “Ordinary Shares”), are listed on New York Stock Exchange (“NYSE”) and trade under the symbol “PRM.”

On November 9, 2021 (the “Closing Date”), PSSA consummated the transactions contemplated by the business combination (the “Business Combination”) with EverArc Holdings Limited, the former parent company of PSSA (“EverArc”), SK Invictus Holdings, S.à r.l., (“SK Holdings”), SK Invictus Intermediate S.à r.l., (“SK Intermediate”), doing business under the name Perimeter Solutions (“Perimeter” or “Perimeter Solutions”) and EverArc (BVI) Merger Sub Limited, incorporated in the British Virgin Islands and a wholly-owned subsidiary of PSSA (the “Merger Sub”) pursuant to a business combination agreement (the “Business Combination Agreement”) dated June 15, 2021. The term the “Company” refers to PSSA and its consolidated subsidiaries, including SK Intermediate and Perimeter, after the closing of the Business Combination (the “Closing”). Upon the acquisition of SK Intermediate, PSSA was determined to be the legal and accounting acquirer (the “Successor”) and SK Intermediate was deemed to be the accounting predecessor (the “Predecessor”).

In June 2022, the Oil Additives segment, which produces and sells Phosphorus Pentasulfide (“P2S5”), was renamed the Specialty Products segment to better reflect the current and expanding applications for P2S5 in several end markets and applications, including lubricant additives, various agricultural applications, various mining applications, and emerging electric battery technologies. Within the lubricant additive end market, currently our largest end market application, P2S5 is primarily used in the production of a family of compounds called Zinc Dialkyldithiophosphates (“ZDDP”), which is

We expect these trends to continue and drive growth in demand for fire retardant products. We have invested and intend to continue investing in the expansion of our fire safety business through acquisitions in order to further grow our global customer base. Acquisitions for all periods presented are described in Note 3, “Business Acquisitions,” in the notes to the condensed consolidated financial statements included in this Quarterly Report.

During fiscal 2021 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures attributable to ongoing economic recovery and supply chain issues. We are subject to inflationary pressures with respect to raw materials, labor and transportation. Accordingly, we continue to take actions with our 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, we cannot provide assurance that it will be successful in fully offsetting increased costs resulting from inflationary pressure. Interest payments for borrowings under our revolving credit facility are based on variable rates. As a result, an increase in interest rates may reduce our cash flow available for other corporate purposes.

The pandemic caused by an outbreak of a novel strain of coronavirus, SARS-CoV-2, which causes COVID-19 that began in December 2019 introduced significant volatility to the global health and economic environment, including

millions of confirmed COVID-19 cases, business slowdowns or shutdowns, government challenges and market volatility throughout 2020 into 2022.

While the ongoing impact from the COVID-19 pandemic has subsided, disruptions to supply chains, transportation efficiency, and availability of raw materials and labor continue to persist. The exact pace and timing of the economic recovery remains uncertain and is expected to continue to be uneven depending on various factors. As the consequences of the pandemic and adverse impact to the global economy continue to evolve, the future adverse impact on our business and financial statements remains subject to uncertainty as of the date of this filing.

Net Sales. Net sales decreased by $34.9 million for the three months ended September 30, 2022 compared to the same period in 2021. The decrease in net sales was primarily due to $50.5 million lower sales generated by the Fire Safety segment. Within the Fire Safety segment, sales of fire retardants and fire suppressants decreased by $48.9 million and $1.6 million, respectively. Fire retardant sales decreased by $50.8 million in the Americas due to a mild fire season offset by a $1.9 million increase in Europe. Fire retardant sales in a given geography are generally driven by the severity of the fire season in that geography. Fire suppressant sales decreased by $2.3 million in Europe primarily due to lower Class B foam concentrate sales offset by a $0.7 million increase in Asia Pacific as a result of higher fluorine free foam concentrates sales in Australia along with increased shipments to Asia. Fire suppressant sales in the Americas were unchanged between periods. Net sales in the Specialty Products segment increased by $15.6 million, of which $13.4 million was in the Americas and $2.2 million was in Europe. Specialty Product sales are primarily driven by changes in our relevant market share in each region; as well as the adoption of our P2S5 products in several new end markets and applications.

Cost of Goods Sold. Cost of goods sold decreased by $11.4 million for the three months ended September 30, 2022 compared to the same period in 2021. The decrease was primarily as a result of a $13.2 million decrease in the Fire Safety segment due to lower material and manufacturing costs of $14.3 million offset by an increase of $0.7 million in the

amortization of inventory step-up related to the Business Combination and increased labor and share-based compensation expense of $0.4 million. The $1.8 million increase in cost of goods sold in the Specialty Products segment was due to a $0.8 million increase in insurance costs, a $0.6 million increase in depreciation expense and a $0.4 million increase related to higher material and manufacturing costs.

Selling, General and Administrative Expense. Selling, general and administrative expense increased by $7.0 million for the three months ended September 30, 2022 compared to the same period in 2021. The increase was primarily driven by a $6.6 million increase in personnel related and share-based compensation expenses, a $1.6 million increase in insurance costs and a $1.5 million increase in logistics expenses offset by a $2.7 million decrease in accounting, legal, consulting and other administrative expenses.

Founder advisory fees - related party. The reduction in founder advisory fees - related party of $73.7 million for the three months ended September 30, 2022 represents a decrease in the fair value of the liability-classified variable and fixed annual advisory amounts as of September 30, 2022. The fair value of the variable annual advisory amount decreased by $53.2 million and the fair value of the fixed annual advisory amount decreased by $20.5 million. The variable annual advisory amount at the end of each reporting period is valued using a Monte Carlo simulation model and the fixed annual advisory amount is valued using the period end volume weighted average closing share price of our Ordinary Shares for ten consecutive trading days.

Interest Expense. Interest expense increased by $1.9 million for the three months ended September 30, 2022 compared to the same period in 2021. The increase was primarily due to the $1.6 million of dividends on the 6.50% redeemable preferred shares of PSSA (“Redeemable Preferred Shares”), included in interest expense, and higher interest rates on outstanding debt compared to the same period in 2021.

Gain on Contingent Earn-out. The contingent earn-out related to the purchase of LaderaTech changed by $3.6 million for the three months ended September 30, 2022 compared to the same period in 2021 due to a reduction in the fair value of the contingent consideration by $3.6 million in 2022 as a result of a change in the forecast of the product mix from an earn-out eligible fire retardant to a non earn-out eligible Company developed fire retardant. There was no change in the fair value of the contingent consideration for the three months ended September 30, 2021.

Unrealized Foreign Currency Loss. Unrealized foreign currency loss increased by $3.1 million for the three months ended September 30, 2022 compared to the same period in 2021. The decrease was primarily due to unfavorable foreign currency rate changes, primarily in the Euro, during the three months ended September 30, 2022 compared to the same period in 2021.

Income Tax Expense. Income tax expense increased by $15.9 million for the three months ended September 30, 2022 compared to the same period in 2021. The increase is due primarily to changes in earnings in jurisdictions that were not covered by a valuation allowance and the impact of non-deductible compensation, non-taxable gain on contingent earn-out and accrued withholding taxes on the annualized effective tax rate.