PRMNYSESEC EDGAREDGAR

Perimeter Solutions, Inc.

Chemicals & Allied Products·CLAYTON, MO·FY end 12/31·CIK 1880319

Board of Directors

8 members · 5 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
W. Nicholas HowleyChair5y74Executive
William N. Thorndike, Jr.Chair5y62Executive
Haitham KhouriDirector · CEO5y45Executive
Tracy Britt CoolDirector5y41Audit$308,450
Sean HennessyDirector5y68AuditComp$323,450
Robert S. HendersonDirector5y70AuditCompExecutive$547,600
Bernt Iversen IIDirector4y68AuditComp$547,600
Jorge L. Valladares IIIDirector2y52Executive$500,600

Risk-factor diff

FY 2025 10-K vs. FY 2024
+61 new103 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

In our fire safety segment, a small number of customers represent a significant portion of our revenue. A certain number of contracts with these customers are on an on-demand, as-needed basis, and there are no guaranteed minimums included in such contracts. In other cases, manufacturing disruptions at customer sites can significantly decrease customer demand. Because of the concentrated nature of our customer base and contract terms applicable to such customers, our quarterly revenue and results of operations may fluctuate from quarter to quarter and are difficult to estimate. In addition, an…

NEW · FY 2025

We are dependent on sales to the USDA Forest Service, the U.S. Bureau of Land Management and the state of California, which account for a substantial portion of our revenue related to our Fire Safety segment.

NEW · FY 2025

Sales to the USDA Forest Service, the U.S. Bureau of Land Management and the state of California represent a substantial portion of our revenues, and this concentration of our sales makes us substantially dependent on those customers. 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. If the USDA Forest Service, the U.S. Bureau of Land Management and/or the state of California reduce their spend on our fire retardant products, we may

NEW · FY 2025

experience a reduction in revenue and may not be able to sustain profitability, and our business, financial condition and results of operations would be materially harmed.

NEW · FY 2025

We derive a portion of our revenues from customers located in foreign countries. The amount of our foreign sales may increase in the future. The additional risks of foreign sales include: potential adverse fluctuations in foreign currency exchange rates and currency hyperinflation; higher credit risks; restrictive trade policies of the U.S. or foreign governments; compliance risk related to local rules and regulations; and political and economic instability in foreign markets. Some or all of these risks may negatively impact our business, financial condition and results of operations.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.