Document

•On July 30, 2026, the Company acquired the outstanding capital stock of Monaco Enterprises, Inc. (“Monaco”) for a total cash purchase price, net of cash acquired of $120.0 million which was funded with cash on hand and proceeds from existing credit facilities. The Company expects Monaco to contribute more than $11 million of annualized Adjusted EBITDA, corresponding to a purchase multiple of approximately 10.5x enterprise value to Adjusted EBITDA. Monaco is included within the Fire Safety segment. EC M&A served as the exclusive financial adviser to Perimeter Solutions, while William Blair & Company, L.L.C. served as the exclusive adviser to Monaco Enterprises.

Perimeter Solutions (NYSE: PRM) is a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications. Perimeter’s focus on superior customer service, paired with our Value Driver-focused operating strategy, decentralized operating model, and focus on driving value via capital allocation and capital structure management, fulfills our dual mandate: to serve customers and create value for stockholders. Perimeter is comprised of two segments, Fire Safety, including fire retardants and fire suppressants, and Specialty Products, which currently spans lubricant additives, electronic and electro-mechanical components, and highly engineered machinery for the medical device industry. Perimeter expects to continue expanding its portfolio through organic growth and value creating acquisitions.

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods.

Any such forward-looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Although Perimeter believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in any forward-looking statements, including the risk factors described from time to time by us in our filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Stockholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements.

The Company has not provided a GAAP reconciliation of Monaco’s expected contribution to annualized adjusted EBITDA, which is a forward-looking statement, in this press release as a result of the uncertainty regarding, and the potential variability of, reconciling items. Accordingly, a reconciliation of this non-GAAP measure to its corresponding GAAP equivalent is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results.


	Three Months Ended June 30,				Six Months Ended June 30,
In Thousands, except per share data	2026		2025		2026		2025
Net sales	$	213,810	$	162,639	$	338,879	$	234,669
Cost of goods sold	95,942		61,143		170,224		105,020
Gross profit	117,868		101,496		168,655		129,649
Operating expenses:
Selling, general and administrative expense	26,993		15,967		50,054		32,266
Amortization expense	24,025		14,604		46,624		28,703
Founders advisory fees - related party	266,255		96,883		189,877		16,270
Other operating expense	3,614		268		12,632		829
Total operating expenses	320,887		127,722		299,187		78,068
Operating (loss) income	(203,019)		(26,226)		(130,532)		51,581
Other expense (income):
Interest expense, net	19,593		9,930		43,949		19,574
Foreign currency gain	(1,203)		(2,096)		(2,554)		(3,255)
Other expense (income), net	27		(212)		(337)		(69)
Total other expense, net	18,417		7,622		41,058		16,250
(Loss) income before income taxes	(221,436)		(33,848)		(171,590)		35,331
Income tax benefit (expense)	39,801		1,687		62,891		(10,806)
Net (loss) income	(181,635)		(32,161)		(108,699)		24,525
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(9,132)		24,120		(15,698)		32,005
Total comprehensive (loss) income	$	(190,767)	$	(8,041)	$	(124,397)	$	56,530
(Loss) earnings per share:
Basic	$	(1.11)	$	(0.22)	$	(0.69)	$	0.17
Diluted	$	(1.11)	$	(0.22)	$	(0.69)	$	0.16
Weighted average number of shares outstanding:
Basic	163,410,894		147,055,804		158,663,642		147,779,470
Diluted	163,410,894		147,055,804		158,663,642		156,039,133


In Thousands, except per share data	June 30, 2026		December 31, 2025
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	82,776	$	325,927
Accounts receivable, net	158,095		64,363
Inventories	203,265		139,634
Prepaid expenses and other current assets	52,252		34,049
Total current assets	496,388		563,973
Property, plant and equipment, net	109,215		85,138
Operating lease right-of-use assets	41,351		30,152
Finance lease right-of-use assets	5,223		5,713
Goodwill	1,365,724		1,065,211
Customer lists, net	904,934		628,189
Technology and patents, net	195,537		184,804
Tradenames, net	123,064		86,330
Other assets, net	3,322		3,497
Total assets	$	3,244,758	$	2,653,007
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	44,967	$	30,301
Accrued expenses and other current liabilities	67,062		47,212
Founders advisory fees payable - related party	177,957		95,726
Deferred revenue	26,413		1,879
Total current liabilities	316,399		175,118
Long-term debt, net	1,210,247		669,122
Operating lease liabilities, net of current portion	36,370		27,860
Finance lease liabilities, net of current portion	5,367		5,694
Deferred income taxes	77,997		80,410
Founders advisory fees payable - related party	452,617		440,697
Preferred stock	118,962		115,904
Preferred stock - related party	520		1,293
Other non-current liabilities	4,661		3,590
Total liabilities	2,223,140		1,519,688
Equity:
Common stock, $0.0001 par value per share	19		17
Treasury stock, at cost	(168,197)		(168,197)
Additional paid-in capital	2,113,652		2,100,958
Accumulated other comprehensive loss	(22,068)		(6,370)
Accumulated deficit	(901,788)		(793,089)
Total equity	1,021,618		1,133,319
Total liabilities and equity	$	3,244,758	$	2,653,007


	Six Months Ended June 30,
In Thousands	2026		2025
Cash flows from operating activities:
Net (loss) income	$	(108,699)	$	24,525
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Founders advisory fees - related party (change in fair value)	189,877		16,270
Depreciation and amortization expense	56,047		34,817
Interest and payment-in-kind on preferred stock	3,809		3,666
Stock-based compensation	5,490		4,909
Non-cash lease expense	5,283		2,913
Deferred income taxes	(73,319)		(11,293)

Amortization of deferred financing costs	1,347		890

Foreign currency gain	(2,554)		(3,255)
Loss on disposal of assets	17		6
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(69,451)		(63,460)
Inventories	(15,856)		(21,834)
Prepaid expenses and current other assets	(21,335)		4,687
Accounts payable	7,281		12,003
Deferred revenue	23,275		18,340
Income taxes payable, net	2,721		7,962
Accrued expenses and other current liabilities	5,105		(763)
Founders advisory fees - related party (cash settled)	(95,726)		(6,677)
Operating lease liabilities	(4,085)		(1,998)
Finance lease liabilities	(236)		(251)
Other, net	1,394		(563)
Net cash (used in) provided by operating activities	(89,615)		20,894
Cash flows from investing activities:
Purchase of property and equipment	(18,526)		(17,577)
Purchase of intangible assets	—		(15,226)


Purchase of businesses, net of cash acquired	(682,294)		(10,000)
Net cash used in investing activities	(700,820)		(42,803)
Cash flows from financing activities:
Common stock repurchased	—		(40,370)

Proceeds from exercises of options	7,648		292
Principal payments on finance lease obligations	(379)		(482)



Proceeds from issuance of long-term debt	550,000		—

Payment of debt issuance costs	(10,057)		—
Net cash provided by (used in) financing activities	547,212		(40,560)
Effect of foreign currency on cash and cash equivalents	72		4,671
Net change in cash and cash equivalents	(243,151)		(57,798)
Cash and cash equivalents, beginning of period	325,927		198,456
Cash and cash equivalents, end of period	$	82,776	$	140,658
Supplemental disclosures of cash flow information:
Cash paid for interest	$	19,573	$	19,698
Cash paid for income taxes	$	5,647	$	12,844

The Company provides non-GAAP financial measures for Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings Per Share data as supplemental information regarding the Company’s business performance. 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.

Adjusted EBITDA and Segment Adjusted EBITDA are 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). To supplement the Company’s condensed consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of Adjusted EBITDA and Segment Adjusted EBITDA, which are non-GAAP measures used by the Company's management and by external users of Perimeter’s financial statements, such as debt and equity investors, commercial banks and others, to assess the Company’s operating performance as compared to that of other companies, without regard to financing methods, capital structure or historical cost basis. Adjusted EBITDA and 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.


(Unaudited)	Three Months Ended June 30, 2026						Three Months Ended June 30, 2025
In Thousands	Fire Safety		Specialty Products		Total		Fire Safety		Specialty Products		Total
Loss before income taxes	$	(179,329)	$	(42,107)	$	(221,436)	$	(27,068)	$	(6,780)	$	(33,848)
Depreciation and amortization	14,258		14,650		28,908		13,620		4,304		17,924
Interest and financing expense	8,594		10,999		19,593		6,180		3,750		9,930
Founders advisory fees - related party	233,180		33,075		266,255		83,319		13,564		96,883
Non-recurring expenses (1)	1,217		1,326		2,543		27		13		40
Acquisition costs	—		3,558		3,558		96		171		267
Stock-based compensation expense	2,009		883		2,892		2,007		231		2,238
Purchase accounting impact - inventory step up (2)	—		4,480		4,480		—		—		—
Foreign currency (gain) loss	(1,170)		(33)		(1,203)		(522)		(1,574)		(2,096)
Segment Adjusted EBITDA	$	78,759	$	26,831	$	105,590	$	77,659	$	13,679	$	91,338


(1)			For the three months ended June 30, 2026, $1.4 million was related to restructuring and other non-recurring costs and $1.1 million was related to litigation costs arising from a contractual dispute regarding control of the P2S5 facility, which is currently operated by Flexsys Chemical Company. For the three months ended June 30, 2025, $0.1 million was related to restructuring and other non-recurring costs.
(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.


(Unaudited)	Six Months Ended June 30, 2026						Six Months Ended June 30, 2025
In Thousands	Fire Safety		Specialty Products		Total		Fire Safety		Specialty Products		Total
(Loss) income before income taxes	$	(117,202)	$	(54,388)	$	(171,590)	$	31,810	$	3,521	$	35,331
Depreciation and amortization	28,750		27,297		56,047		26,385		8,432		34,817
Interest and financing expense	19,049		24,900		43,949		12,134		7,440		19,574
Founders advisory fees - related party	166,290		23,587		189,877		13,992		2,278		16,270

Non-recurring expenses (1)	1,349		1,585		2,934		261		686		947
Acquisition costs	10		12,516		12,526		96		732		828
Stock-based compensation expense	2,725		2,765		5,490		3,583		1,326		4,909
Purchase accounting impact - inventory step up (2)	—		10,070		10,070		—		—		—
Foreign currency (gain) loss	(3,521)		967		(2,554)		(517)		(2,738)		(3,255)
Segment Adjusted EBITDA	$	97,450	$	49,299	$	146,749	$	87,744	$	21,677	$	109,421


(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 P2S5 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.
(2)			For the six months ended June 30, 2026, $10.1 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.

The computation of Adjusted Earnings Per Share (“Adjusted EPS”) is defined as Adjusted Net Income divided by adjusted diluted shares. Adjusted Net Income is defined as net income (loss) plus amortization, certain non-recurring, unusual or non-operational items, and the tax impact of these non-GAAP adjustments. These adjustments 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). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options excluded under U.S. GAAP due to a net loss, less dilution related to founders advisory fees. To supplement the Company’s condensed consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of Adjusted Net Income and Adjusted EPS, which are non-GAAP measures used by the Company's management and by external users of Perimeter’s financial statements, such as debt and equity investors, commercial banks and others, to assess the Company's operating performance as compared to that of other companies, without regard to financing methods, capital structure or historical cost basis. Adjusted EPS and Adjusted Net Income should not be considered alternatives to GAAP earnings (loss) per share (“GAAP EPS”), 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.


(Unaudited)		Three Months Ended June 30,
In Thousands, except share and per share data		2026		2025
GAAP net loss		$	(181,635)	$	(32,161)
Adjustments:
Amortization		24,025		14,604
Founders advisory fees - related party		266,255		96,883
Non-recurring expenses (1)		2,543		40
Acquisition costs		3,558		267
Stock-based compensation expense		2,892		2,238
Purchase accounting impact - inventory step up (2)		4,480		—
Foreign currency gain		(1,203)		(2,096)
Tax impact of non-GAAP adjustments (3)		(61,344)		(22,631)
Adjusted net income		$	59,571	$	57,144

Shares used in computing GAAP Earnings (Loss) Per Share (diluted)		163,410,894		147,055,804
Options (4)		7,723,977		1,276,730

Shares underlying Founders fixed advisory fees (5)		—		—
Shares underlying Founders variable advisory fees (6)		—		—
Shares used in computing Adjusted Earnings Per Share (diluted)		171,134,871		148,332,534

GAAP (Loss) Earnings Per Share (diluted)		$	(1.11)	$	(0.22)
Adjusted Earnings Per Share (diluted)		$	0.35	$	0.39
______________________________
(1)	For the three months ended June 30, 2026, $1.4 million was related to restructuring and other non-recurring costs and $1.1 million was related to litigation costs arising from a contractual dispute regarding control of the P2S5 facility, which is currently operated by Flexsys Chemical Company. For the three months ended June 30, 2025, $0.1 million was related to restructuring and other non-recurring costs.
(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.
(3)	The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(4)	The Company adds back the dilutive impact of options if amounts were excluded for purposes of GAAP EPS due to a GAAP net loss during the period.
(5)	As of June 30, 2026, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee.
(6)	Based on period end market prices as of June 30, 2026, a maximum of 6.1 million shares were issuable within 12 months under the Founders variable advisory fee.


(Unaudited)		Six Months Ended June 30,
In Thousands, except share and per share data		2026		2025
GAAP net (loss) income		$	(108,699)	$	24,525
Adjustments:
Amortization		46,624		28,703
Founders advisory fees - related party		189,877		16,270
Non-recurring expenses (1)		2,934		947
Acquisition costs		12,526		828
Stock-based compensation expense		5,490		4,909
Purchase accounting impact - inventory step up (2)		10,070		—
Foreign currency gain		(2,554)		(3,255)
Tax impact of non-GAAP adjustments (3)		(87,663)		(11,694)
Adjusted net income		$	68,605	$	61,233

Shares used in computing GAAP Earnings Per Share (diluted)		158,663,642		156,039,133
Options (4)		7,110,289		—

Shares underlying Founders fixed advisory fees (5)		—		(7,071,183)
Shares underlying Founders variable advisory fees (6)		—		—
Shares used in computing Adjusted Earnings Per Share (diluted)		165,773,931		148,967,950

GAAP (Loss) Earnings Per Share (diluted)		$	(0.69)	$	0.16
Adjusted Earnings Per Share (diluted)		$	0.41	$	0.41
______________________________
(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 P2S5 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.
(2)	For the six months ended June 30, 2026, $10.1 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.
(3)	The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(4)	The Company adds back the dilutive impact of options if amounts were excluded for purposes of GAAP EPS due to a GAAP net loss during the period.
(5)	As of June 30, 2026, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee.
(6)	Based on period end market prices as of June 30, 2026, a maximum of 6.1 million shares were issuable within 12 months under the Founders variable advisory fee.