prm-20260410

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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PERIMETER SOLUTIONS, INC.

(Name of Registrant as Specified in its Charter)

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 17, 2026

Dear Fellow Stockholder:

On behalf of your Board of Directors of Perimeter Solutions, Inc., you are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held virtually, via live audio webcast, on May 28, 2026 at 8:00 a.m., Central Time, or at any adjournment(s) or postponement(s) thereof. Only holders of shares of our common stock as of the close of business on April 7, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting.

The attached Notice of the Annual Meeting and Proxy Statement describe the business to be conducted at the Annual Meeting. Also included is a proxy card and postage-paid return envelope.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please vote and submit your proxy: (a) by telephone or the internet following the instructions on the enclosed proxy card or (b) by signing, dating and returning the proxy card in the postage-paid envelope provided.

If you attend the Annual Meeting and desire to vote at the meeting, you may do so even though you have previously submitted a proxy, as described in the attached proxy statement.

Your vote is extremely important.

We hope you will be able to join us, and we look forward to seeing you at the meeting.

Sincerely yours,



W. Nicholas Howley			William N. Thorndike Jr.
Co-Chairman of the Board of the Directors			Co-Chairman of the Board of the Directors

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 2026

To the Stockholders of Perimeter Solutions, Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Perimeter Solutions, Inc., a Delaware corporation (the “Company,” “Perimeter,” “our,” “we” or “us”), will be held virtually, via live audio webcast, on May 28, 2026 at 8:00 a.m., Central Time, or at any adjournment(s) or postponement(s) thereof. Only holders of the Company’s shares of common stock, par value $0.0001 (“Common Stock”), as of the close of business on April 7, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions that are submitted in writing during the meeting by our stockholders and are pertinent to the business of the meeting, as time permits.

Attendance at the Annual Meeting will be limited to stockholders of record, those holding proxies from stockholders and representatives of the Company. For more information about how to attend the Annual Meeting, please see “Questions and Answers About the Annual Meeting and Voting” in the accompanying Proxy Statement.

The Annual Meeting is being held for the following purposes:

1.To elect as directors the eight nominees as set forth in the accompanying Proxy Statement with terms expiring at the 2027 Annual Meeting of Stockholders, or until their respective successors are elected and qualified;

2.To approve, on an advisory basis, the compensation of our named executive officers (“Say on Pay”);

3.To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026; and

4.To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

We will make available a list of stockholders of record as of the Record Date for the Annual Meeting for inspection by stockholders during normal business hours from April 7, 2026 until the Annual Meeting at the Company’s offices at 8000 Maryland Avenue, Suite 350, Clayton, Missouri 63105.

Only stockholders of record as of the close of business on April 7, 2026, are entitled to notice of, and to vote at, the Annual Meeting. Our Board of Directors recommends a vote “FOR” each of the director nominees in proposal 1 and “FOR” proposals 2 and 3.

It is important that your shares be represented at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please vote and submit your proxy over the internet, by telephone or by mail. Please refer to the proxy card for specific voting instructions.


			By Order of the Board of Directors,
April 17, 2026			Noriko Yokozuka General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026.

The Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 are available free of charge, upon written request. Requests should be made in writing to Noriko Yokozuka, General Counsel and Secretary of the Company, at the offices of Perimeter Solutions, Inc., 8000 Maryland Avenue, Suite 350, Clayton, Missouri 63105. The Company’s filings with the Securities and Exchange Commission (the “SEC”) are also available, without charge, through the Investor Relations — SEC Filings link on the Company’s website, www.perimeter-solutions.com, as soon as reasonably practical after filing. The Company’s website and the information contained therein or connected thereto are not incorporated into this notice.

We have elected to use the “Notice and Access” method of providing our proxy materials over the internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 17, 2026.

Our Proxy Statement and Annual Report are available online at www.proxydocs.com/PRM.

Table of Contents


PROXY SUMMARY			1

Annual Meeting			1

Voting Matters and Board Recommendations			1

2025 Financial Highlights			1

Board and Governance Highlights			2

PROPOSAL 1 - ELECTION OF DIRECTORS			4

S tock holder Vote Requirement			4

Recommendation of the Board			4

Director Nominees			4

CORPORATE GOVERNANCE			7

Corporate Governance Guidelines			7

Meetings			7

Board Leadership Structure			7

Director Independence			7

Board Committees			8

Audit Committee			8

Compensation Committee			9

Nominating and Corporate Governance Committee			10

Code of Business Conduct and Ethics			11

Insider Trading and Anti-Hedging Policy			11

Sustainability			12

Certain Relationships and Related Party Transactions			12

Board Role in Risk Management			13

Communication with the Board			14

DIRECTOR COMPENSATION			16

EXECUTIVE OFFICERS			18

COMPENSATION DISCUSSION & ANALYSIS			19

Introduction			19

Compensation Governance Practices			20

Executive Compensation Setting Process			21

Components of Executive Compensation Program			23

Adjusted EBITDA Performance			24

Individual Performance			25

Combined Adjusted EBITDA and Individual Performance			26

Other Compensation-Related Practices and Policies			29

COMPENSATION COMMITTEE REPORT			29


EXECUTIVE COMPENSATION			30

Summary Compensation Table			30

Grants of Plan-based Awards			31

Outstanding Equity Awards at 2025 Fiscal Year End			32

Employment Agreements			33

Option Exercises and Stock Vested During 2025			35

Potential Payments Upon Termination or Change in Control			36

CEO Pay Ratio			37
Pay Versus Performance			38

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			44

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			46

Stockholder Vote Requirement			46

Proposal			46

Non-Binding Vote			46

Recommendation of the Board			46

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 202 6 FISCAL YEAR			47

Independent Registered Public Accounting Firm Fees			47

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services			47

Stockholder Vote Requirement			48

Recommendation of the Board			48

Report of the Audit Committee			48


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			49

About This Proxy Statement			49

General Voting Information			49

Attending the Meeting			51

OTHER MATTERS			53

Additional Meeting Matters			53

Delinquent Section 16(a) Reports			53

S tock holder Proposals for the 2027 Annual Meeting of S tock holders			53

Householding of Annual Meeting Materials			53

S tock holder Communications			53

Miscellaneous			54

ANNEX A			A-1

PROXY SUMMARY

Annual Meeting


Date:			May 28, 2026

Time:			8:00 a.m., Central Time

Place:			Virtual-only at www.proxydocs.com/PRM

Record Date:			April 7, 2026

Voting Matters and Board Recommendations

Matter

Board Recommendation

Page

No. 1

Election of Directors

FOR each Director Nominee

No. 2

Say on Pay

FOR

No. 3

Ratify the appointment of KPMG LLP as Independent Auditor

FOR

2025 Financial Highlights

A summary of the 2025 financial highlights of the Company are as follows:

•Full year net sales increased 16% to $652.9 million, as compared to $561.0 million in the prior year.

▪Fire Safety net sales increased 12% to $489.0 million, as compared to $436.3 million in the prior year.

▪Specialty Products net sales increased 31% to $163.9 million, as compared to $124.7 million in the prior year.

•Full year net loss was $206.4 million, or $1.37 loss per diluted share, as compared to a net loss of $5.9 million, or $0.04 loss per diluted share in the prior year.

•Full year non-GAAP adjusted earnings per diluted share was $1.34, as compared to non-GAAP adjusted earnings per diluted share of $1.11 in the prior year.

•Full year Adjusted EBITDA increased 18% to $331.7 million, as compared to $280.3 million in the prior year.

▪Fire Safety Segment Adjusted EBITDA increased 21% to $290.5 million, as compared to $240.1 million in the prior year.

▪Specialty Products Segment Adjusted EBITDA increased 3% to $41.2 million, as compared to $40.2 million in the prior year.

•We invested $26.5 million in capital expenditures in 2025, focused on initiatives to support our customers' missions, while driving profitable new business and productivity.

•We were active in M&A in 2025, having invested $82.0 million to acquire product lines for our IMS business, as well as select Fire Safety assets from Compass.

•In 2025 we repurchased $40.4 million of shares when we viewed the risk adjusted return as compelling and believe repurchases would not preclude value-creating M&A.

* Reconciliation tables and further information regarding our non-GAAP financial metrics can be found in Annex A to this Proxy Statement.

Board and Governance Highlights

Assuming election of all of the director nominees, the following is a list of persons who will constitute the Board following the Annual Meeting, including their ages and committee assignments.

Board of Directors

Name

Age

Independence

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Executive Committee

W. Nicholas Howley

✓

William N. Thorndike, Jr.

✓

Haitham Khouri

✓*

Tracy Britt Cool

✓

Sean Hennessy

✓

✓*

✓

Robert S. Henderson

✓

✓*

Bernt Iversen II

✓

✓*

Jorge L. Valladares III

✓

__________________

* Denotes the Chair of the committee.

We are committed to principles of effective corporate governance and to high ethical standards, as well as compliance with all applicable governance standards of the SEC and New York Stock Exchange (the “NYSE”). Highlights of the framework we have established for governance are outlined here, and further described below.


Independence and Qualification of Committee Members			The Audit, Compensation and Nominating and Corporate Governance Committees of the Board are comprised of all Independent Directors.
Leadership Structure			All directors on committees meet the applicable qualification requirements of the SEC and NYSE.
Risk Oversight			The offices of the Chief Executive Officer and Co-Chairmen of the Board are separated. The Board is responsible for the oversight of risk, including overseeing the assessment of risk and the appropriate balance of risk taking and risk mitigation. These risk assessment and balancing tasks are also the responsibility of the Board’s committees and the Company’s management team.
Open Communication			We encourage communication and solid working relationships among our Co-Chairmen of the Board, Directors, and the Chief Executive Officer. Our directors have access to the management team and employees.
Share Retention Guidelines			The majority of our executive officers, including our Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Administrative Officer, President of Fire Safety and President of Specialty Products are required to hold a minimum level of personal investment in the Company pursuant to share retention guidelines attached to each of their option agreements.
Board and Committee Evaluations			We engage in an annual review of the performance of both of our Board and its Committees, led by the Chair of the Nominating and Corporate Governance Committee.


Committee Reports			Our committees report their activities to our Board at each Board meeting to ensure oversight and accountability.
Stockholder Communication			Stockholders and other interested parties can contact our Directors individually or as a group through written communication.
Stockholder Voice			Directors are elected by a majority of the votes cast.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our certificate of incorporation (the “Charter”) provides that the Board must be composed of at least three directors, and our bylaws (the “Bylaws” and together with the Charter, the “Governing Documents”) permit our directors to fix the size of the Board by a resolution of the Board. At the date of this Proxy Statement, our Board is comprised of nine directors.

The Board is committed to recruiting and nominating directors for election who will collectively provide the Board with the necessary diversity of experiences, skills and characteristics to enhance the Board’s ability to manage and direct the affairs and business of the Company and to make fully informed, comprehensive decisions. In recommending candidates for election to the Board, in the context of the perceived needs of the Board at that time, the Nominating and Corporate Governance Committee evaluates a candidate’s knowledge, experience, skills and expertise, and any other factors that the Nominating and Corporate Governance Committee deems relevant. In particular, the Board and the Nominating and Corporate Governance Committee believe that the Board should be comprised of a well-balanced group of individuals.

In 2026, the Nominating and Corporate Governance Committee unanimously recommended to the Board, and the Board unanimously approved the nominations of W. Nicholas Howley, William N. Thorndike, Jr., Haitham Khouri, Tracy Britt Cool, Sean Hennessy, Robert S. Henderson, Bernt Iversen II and Jorge L. Valladares III to the Board, each to hold office until the 2027 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. Each nominee has consented to serve if elected. Vivek Raj was not nominated for re-election to the Board and will not continue to serve on the Board following the Annual Meeting. Assuming the election of all director nominees, the Board will be comprised of eight directors, seven of whom are non-employee directors and five of whom are independent.

Stockholder Vote Requirement

The affirmative vote of a majority of the votes cast is required for a director nominee to be elected. You may vote “FOR” or “AGAINST” or “ABSTAIN” for each director nominee. Abstentions and broker non-votes will have no effect on the vote.

Recommendation of the Board

Our Board recommends that stockholders vote “FOR” each of the eight nominees recommended by the Board.

Director Nominees

The following persons are our Board’s nominees for re-election to serve as directors. There are no family relationships between any of the director nominees. Certain information relating to our Board’s nominees, furnished by each of them, is set forth below. The ages set forth below are accurate as of the date of this Proxy Statement.

Our Board has determined that all of its nominees are qualified to serve as directors of the Company. In addition to the specified business experience listed below, each of the directors has the background, skills and attributes which the Board believes are required to be an effective director of the Company, including experience at senior levels in areas of expertise helpful to the Company, a willingness and commitment to assume the responsibilities required of a director of the Company and the character and integrity the Board expects of its directors.


W. NICHOLAS HOWLEY			Director since 2021 Age 74

Mr. Howley has served as Co-Chairman of the Board since November 2021. Mr. Howley co-founded TransDigm Group Inc. (“TransDigm”), a NYSE-listed aerospace manufacturing company, in 1993 and served as the Chief Executive Officer and Chairman of TransDigm’s board of directors from 2003 to 2018 and currently serves as Chairman of the Board of TransDigm. Mr. Howley served as President and/or Chief Executive Officer of TransDigm from 2003 through 2018 and as President and/or Chief Executive Officer of TransDigm Inc. from 1998 through 2018. Additionally, Mr. Howley currently serves on the boards of several foundations and institutions, including the Cristo Rey Network, the Cleveland Clinic Hospital, the Rock and Roll Hall of Fame, Drexel University, the Saint Joseph’s Preparatory School, and is the Chairman of the Howley Foundation. Mr. Howley

holds a B.S. degree in mechanical engineering from Drexel University and an M.B.A. degree from Harvard Business School.

Qualifications. We believe Mr. Howley’s qualifications to serve on our Board include his executive leadership experience, experience as a member of other corporate boards, and his knowledge of public companies.


WILLIAM N. THORNDIKE, JR.			Director since 2021 Age 62

Mr. Thorndike has served as Co-Chairman of our Board since November 2021. Mr. Thorndike is the founder and currently serves as the Managing Partner of The Cromwell Harbor Partnership, a private investment company known for exceptionally long investment holding periods. Prior to Cromwell Harbor, Mr. Thorndike founded Housatonic Partners, a leading middle-market private equity firm with offices in Boston and San Francisco. Prior to founding Housatonic Partners, Mr. Thorndike worked with T. Rowe Price Associates, a global asset management firm, and Walker & Company, a publishing company, where he was named to its Board of Directors. Mr. Thorndike has served as a director of over 50 companies. He is currently the Chairman of the Board of CNX Resources Corporation, a natural gas company, and serves on the boards of several private companies, including Banyan Software, QMC Telecom and Carillon Assisted Living. Mr. Thorndike is the author of “The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success,” which has been translated into 17 languages and is the co-host of the “50X” podcast. Mr. Thorndike holds an A.B. degree in English and American Literature from Harvard University and an M.B.A. degree from Stanford University.

Qualifications. We believe Mr. Thorndike’s qualifications to serve on our Board include his extensive finance and investment experience, experience as a member of other corporate boards, and his knowledge of public companies.


HAITHAM KHOURI			Director since 2021 Age 45

Mr. Khouri has served as our Chief Executive Officer since March 2023 and as a member of our Board since June 2021. Previously, Mr. Khouri served as our Vice Chairman from December 2021 until March 2023. Mr. Khouri was a Senior Analyst at Hound Partners from 2009 to 2018. Between 2005 and 2007, Mr. Khouri was a private equity associate at Oak Hill Capital Partners. Between 2003 and 2005, Mr. Khouri was an investment banking analyst at Deutsche Bank. Mr. Khouri began his career in 2002 as an analyst at JP Morgan. Mr. Khouri holds a BA in Economics from Cornell University and an M.B.A. with Distinction from Harvard Business School.

Qualifications. We believe Mr. Khouri’s qualifications to serve on our Board include his experience as an investor in private and public companies and his experience serving as our CEO.


TRACY BRITT COOL			Director since 2021 Age 41

Ms. Britt Cool has served as a member of our Board since November 2021. In 2020, Ms. Britt Cool co-founded Kanbrick, a long-term investment partnership focused on acquiring and building great companies in the consumer and industrial sectors. At Kanbrick, Ms. Britt Cool combines her passion for long-term value investing with her experience as an entrepreneurial-minded operator to help take mid-size companies to the next level. From 2009 to 2020, Ms. Britt Cool worked at Berkshire Hathaway, where she spent five years at Berkshire Hathaway’s headquarters in Omaha as the Financial Assistant to the Chairman and five years as Chief Executive Officer of Pampered Chef, a Berkshire Hathaway subsidiary based in Chicago. At Pampered Chef, a provider of kitchenware products, Ms. Britt Cool turned around a decade long decline and achieved meaningful growth in revenue and earnings. Additionally, Ms. Britt Cool served on the boards of directors of several Berkshire Hathaway companies including Kraft Heinz, Benjamin Moore, Oriental Trading Company, Larson Juhl, and Johns Manville. Ms. Britt Cool is the co-founder of Smart Woman Securities, an organization that provides personal finance and investment education to undergraduate women. Ms. Britt Cool holds an A.B. degree in economics from Harvard College and an M.B.A. degree from Harvard Business School.

Qualifications. We believe Ms. Britt Cool’s qualifications to serve on our Board include her executive leadership experience particularly in setting strategic direction and developing and executing financial and operating

strategies, experience as an investor in private and public companies, and experience as a member of other corporate boards.


SEAN HENNESSY			Director since 2021 Age 68

Mr. Hennessy has served as a member of our Board since November 2021. Mr. Hennessy is the retired Senior Vice President, Corporate Planning, Development & Administration of The Sherwin Williams Company, a manufacturer and distributor of coatings and related products, serving in that role from January 2017 to March 2018 in connection with the company’s integration of its Valspar acquisition. Prior to that, Mr. Hennessy served as Chief Financial Officer of The Sherwin Williams Company from 2001 to 2016. He is a certified public accountant. Mr. Hennessy also serves on the board of directors of TransDigm. Mr. Hennessy holds a bachelor’s degree from the University of Akron.

Qualifications. We believe Mr. Hennessy’s qualifications to serve on our Board include his experience as Chief Financial Officer at The Sherwin Williams Company, experience as a member of other corporate boards, and his knowledge of public companies.


ROBERT S. HENDERSON			Director since 2021 Age 70

Mr. Henderson has served as a member of our Board since November 2021. Mr. Henderson served as the Vice Chairman at TransDigm from 2017 to 2021. He also served as the Chief Operating Officer of TransDigm’s Airframe Segment from 2014 to 2016 and as Executive Vice President from 2005 to 2014. From 1999 to 2008, he also served as President of AdelWiggins Group, a division of TransDigm. Mr. Henderson has significant experience integrating acquisitions and leading multiple operating units concurrently. Mr. Henderson holds a bachelor’s degree in mathematics from Brown University.

Qualifications. We believe Mr. Henderson’s qualifications to serve on our Board include his experience as Vice Chairman at TransDigm, his executive leadership experience, and his knowledge of public companies.


BERNT IVERSEN II			Director since 2022 Age 68

Mr. Iversen served as Executive Vice President – Mergers & Acquisitions and Business Development of TransDigm from May 2012 to December 2020. Prior to that, Mr. Iversen served as Executive Vice President of TD Group from December 2010 through May 2012 and as President of Champion Aerospace LLC, a wholly-owned subsidiary of TransDigm, from June 2006 to December 2010. Mr. Iversen also serves on the boards of several privately owned companies in the specialty manufacturing space. Mr. Iversen holds a bachelor’s degree in engineering from Western Michigan University.

Qualifications. We believe Mr. Iversen’s qualifications to serve on our Board include his experience as Executive Vice President at TransDigm, his executive leadership experience, and his knowledge of public companies.


JORGE L. VALLADARES III			Director since 2024 Age 52

Mr. Valladares has served as a member of our Board since May 2024. Mr. Valladares also currently serves as a Director of Harvey Performance Company and Mission Pet Health and as Chief Executive Officer of Triumph Group, Inc. Prior to that, Mr. Valladares served as Chief Operating Officer of TransDigm Inc. from April 2019 until his retirement in October 2023. Previously, at TransDigm, Mr. Valladares served as Chief Operating Officer — Power & Control from June 2018 to March 2019, Executive Vice President from October 2013 to May 2018, as President of AvtechTyee, Inc. (formerly Avtech Corporation), a wholly-owned subsidiary of TransDigm, from August 2009 to September 2013, and as President of AdelWiggins Group, a division of TransDigm, from April 2008 to July 2009. Mr. Valladares holds a bachelor’s degree in engineering from University of California, Los Angeles.

Qualifications. We believe Mr. Valladares’ qualifications to serve on our Board include his experience as Chief Operating Officer at TransDigm, his executive leadership experience, and his knowledge of public companies.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board is responsible for overseeing the management of our Company. Our Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”), which set forth our governance principles and policies relating to, among other things:

•director independence;

•director qualifications and responsibilities;

•board structure and meetings;

•management succession; and

•the performance evaluation of our Board.

Our Governance Guidelines are available in the Investor Relations section of our website at www.perimeter-solutions.com.

Meetings

During 2025, the Board held six meetings and adopted various resolutions by means of unanimous written consent. Except for Ms. Britt Cool, each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the Board during the period for which he or she was a director and (ii) the total number of meetings of all Committees on which he or she served during the period for which he or she was a member of a Committee.

Ms. Britt Cool was unexpectedly unable to attend Board and Nominating and Corporate Governance Committee meetings held late in 2025. Despite these absences, she remained actively engaged. She stayed fully informed through ongoing communications with Board and committee leadership, careful review of meeting materials, and consultations with management on key strategic matters, including our successful acquisition of MMT. Ms. Britt Cool’s meeting attendance for all prior years exceeded 75%, and she continues to serve as a highly valuable member of the Board.

Additionally, it is a policy of the Board to encourage its members to attend the Company’s Annual Meeting of Stockholders. All nine of the then currently serving directors attended the 2025 Annual Meeting.

Board Leadership Structure

The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chief Executive Officer and Chairman of the Board, and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. Although the Board recognizes the benefits of having a combined Chairman and Chief Executive Officer, currently, we separate the positions of our Chief Executive Officer and Co-Chairmen of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for the day-to-day leadership and performance of the Company, while the Co-Chairmen of the Board provide strategic guidance to the Chief Executive Officer and set the agenda for and preside over the Board meetings. In addition, we believe that the current separation provides a more effective monitoring and objective evaluation of the Chief Executive Officer’s performance. The separation also allows the Co-Chairmen of the Board to strengthen the Board’s independent oversight of our performance and governance standards.

Director Independence

Our Board reviews the independence of the current and potential members of the Board in accordance with independence requirements set forth in the NYSE rules and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During its review, the Board considers transactions and relationships between each director and potential director, as well as any member of his or her immediate family, and the

Company and its affiliates, including those related-party transactions contemplated by Item 404(a) of Regulation S-K under the Exchange Act. The Board must affirmatively determine that the director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company, that, in the opinion of the Board, would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. The purpose of this review is to determine whether any such relationships or transactions exist that are inconsistent with a determination that the director is independent. Our Board has determined that all nominees except Messrs. Howley, Khouri and Thorndike are “independent” as such term is defined by NYSE rules, our corporate governance standards and the federal securities laws.

During 2025, Mr. Goldberg, our former Vice Chairman, was also not “independent” as such term is defined by NYSE rules, our corporate governance standards and the federal securities laws. Mr. Goldberg was not nominated for re-election to the Board at the 2025 Annual Meeting of Stockholders and only served as a director through May 29, 2025.

Board Committees

Our Board has four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. Copies of the committee charters of each of the committees setting forth the responsibilities of the committees are available on our website at ir.perimeter-solutions.com/corporate-governance. Information contained in, or accessible through, our website is not a part of, and is not incorporated into, this proxy statement. The committees will periodically review their respective charters and recommend any needed revisions to our Board. The following is a list of persons who constituted the Board and their committee assignments during 2025.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Executive Committee

Tracy Britt Cool

✓

Edward Goldberg(1)

Robert S. Henderson

✓

✓*

Sean Hennessy

✓*

✓

W. Nicholas Howley

✓

Bernt Iversen II

✓

✓*

Haitham Khouri

✓*

Vivek Raj (2)

✓

William N. Thorndike, Jr.

✓

Jorge L. Valladares III

✓

____________________

*Denotes the Chair of the committee.

(1) Mr. Goldberg was not nominated for re-election to the Board at the 2025 Annual Meeting of Stockholders and only served as director through May 29, 2025.

(2) Mr. Raj was not nominated for re-election to the Board at the 2026 Annual Meeting of Stockholders.

Audit Committee

Number of Meetings in 2025: Four

Responsibilities. Our Audit Committee operates pursuant to a formal charter that governs the responsibilities of the Audit Committee. Pursuant to the Audit Committee Charter, the Audit Committee is responsible for, among other things:

•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm their independence from management;

•reviewing, with our independent registered public accounting firm, the scope and results of their audit;

•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC;

•overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

•reviewing our policies on risk assessment and risk management;

•overseeing all matters relating to the security of and risks related to our information technology systems and procedures, including our cybersecurity;

•reviewing related person transactions; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Pursuant to the Audit Committee Charter, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent accountant.

Independence and Financial Expertise. The Board has reviewed the background, experience and independence of the Audit Committee members and based on this review, has determined that each member of the Audit Committee:

•meets the independence requirements of the NYSE governance listing standards;

•meets the enhanced independence standards for audit committee members required by the SEC; and

•is financially literate, knowledgeable and qualified to review financial statements.

In addition, the Board has determined that Mr. Hennessy qualifies as an “audit committee financial expert” under SEC rules.

Compensation Committee

Number of Meetings in 2025: Three

Responsibilities. Our Compensation Committee operates pursuant to a formal charter that governs the responsibilities of the Compensation Committee. Pursuant to the Compensation Committee Charter, the Compensation Committee is responsible for, among other things:

•reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the Board, in conjunction with a majority of the independent members of the Board) the compensation of our Chief Executive Officer;

•overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;

•reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans, policies and programs;

•reviewing and approving all employment agreement and severance arrangements for our executive officers;

•making recommendations to our Board regarding the compensation of our directors; and

•retaining and overseeing any compensation consultants.

Independence. The Board has reviewed the background, experience and independence of the Compensation Committee members and based on this review, has determined that each member of the Compensation Committee:

•meets the independence requirements of the NYSE governance listing standards; and

•meets the enhanced independence standards for compensation committee members established by the SEC.

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee who presently serve or, in the past year, have served on the Compensation Committee has or had interlocking relationships as defined by the SEC or any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

Nominating and Corporate Governance Committee

Number of Meetings in 2025: Three

Responsibilities. Our Nominating and Corporate Governance Committee operates pursuant to a formal charter that governs the responsibilities of the Nominating and Corporate Governance Committee. Pursuant to the Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee is responsible for, among other things:

•identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;

•overseeing succession planning for our Chief Executive Officer and other executive officers;

•periodically reviewing our Board’s leadership structure and recommending any proposed changes to our Board;

•overseeing an annual evaluation of the effectiveness of our Board and its committees;

•developing and recommending to our Board a set of corporate governance guidelines; and

•reviewing the Company’s environmental, social and governance policies and activities.

The Nominating and Corporate Governance Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Nominating and Corporate Governance Committee members or subcommittees.

Independence. The Board has reviewed the background, experience and independence of the Nominating and Corporate Governance Committee members and based on this review, has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE governance standards and SEC rules and regulations.

Consideration of Director Nominees. The Nominating and Corporate Governance Committee considers possible candidates for nominees for directors from many sources, including stockholders. The Nominating and Corporate Governance Committee evaluates the suitability of potential candidates nominated by stockholders in the same manner as other candidates recommended to the Nominating and Corporate Governance Committee.

In making nominations, the Nominating and Corporate Governance Committee is required to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders. In evaluating nominees, the Nominating and Corporate Governance Committee is required to take into consideration the following attributes, which are desirable for a member of the Board: leadership, independence, interpersonal skills, financial acumen, business experiences, industry knowledge and differing viewpoints. In addition, the Nominating and Corporate Governance Committee will attempt to select candidates who will assist in making the Board an inclusive body. We believe including directors with differing viewpoints generates a greater volume of ideas and perspectives, and therefore, is in a better position to make complex decisions.

Executive Committee

Number of Meetings in 2025: Fourteen

Responsibilities. Our Executive Committee operates pursuant to a formal charter that governs the responsibilities of the Executive Committee. Pursuant to the Executive Committee Charter, the Executive Committee is responsible for, among other things:

•acting on behalf of the Board between Board meetings and while the Board is not in session; and

•providing oversight over and making recommendations to the Board regarding:

▪the Company’s capital allocation and capital markets activities;

▪the Company’s merger, acquisition, divestiture and similar activities;

▪the Company’s overall strategy, including top-level organizational structure and products or markets served;

▪the Company’s public guidance and communications;

▪officer succession planning;

▪investor relations activities;

▪periodic business reviews; and

▪such other duties assigned by the Board.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code of Conduct”) that establishes the standards of ethical conduct applicable to all our directors, officers, and employees. In addition, we have adopted a written Code of Ethics for Senior Financial Officers (“Code of Ethics”) applicable to our Chief Executive Officer and senior financial officers. Copies of our Code of Conduct and Code of Ethics are publicly available in the Investor Relations section of our website at www.perimeter-solutions.com. Any waiver of our Code of Ethics with respect to our Chief Executive Officer, Chief Financial Officer, Corporate Controller or persons performing similar functions or waiver of our Code of Conduct with respect to our directors or executive officers may only be authorized by our Board and will be disclosed on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.

Insider Trading and Anti-Hedging Policy

We have adopted a written Insider Trading Policy (“Insider Trading Policy”) that prohibits all directors, officers and employees from engaging in transactions in our Common Stock while they are aware of material non-public information and restricts directors, officers and other “designated employees” from engaging in most transactions involving our Common Stock during periods which those individuals are most likely to be aware of material, non-public information. Our Insider Trading Policy also prohibits any officer or director from entering into any transaction which has the effect of hedging or locking in the value of his or her stock holdings. Additionally, our

Insider Trading Policy prohibits any officer, director or employee from, directly or indirectly, engaging in “short sales” of our Common Stock or transactions involving trading activities which by their aggressive or speculative nature may give rise to an appearance of impropriety, including the purchase or writing of put or call options.

Sustainability

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.

Our Board ultimately oversees the management of sustainability-related matters. Much of this work is done through the Board's committees. In particular, the Nominating and Corporate Governance Committee provides oversight of Perimeter’s practices on sustainability matters. This Committee oversees our sustainability working group as they lead Perimeter’s efforts to integrate sustainability into day-to-day operations. Against this backdrop, we have again, with the assistance of outside expertise, engaged with stakeholders on sustainability topics to help further inform our future direction and determine our priorities.

For more information on our sustainability program, policies, or to view our 2025 Sustainability Report, please visit: https://ir.perimeter-solutions.com/company-information/sustainability

Certain Relationships and Related Party Transactions

During 2025, we did not enter into any related party transactions other than as set forth below.

Founder Advisory Agreement

On November 9, 2021, in connection with the consummation of the transactions contemplated by the business combination agreement, dated June 15, 2021, by and among the Company, EverArc Holdings Limited (“EverArc”), EverArc (BVI) Merger Sub Limited, and SK Invictus Holdings S.à r.l. (the “Business Combination”), the Company, EverArc and the EverArc Founders, LLC (“EverArc Founder Entity”) entered into an Assignment and Assumption Agreement (the “Founder Assignment Agreement”) pursuant to which the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the previously disclosed advisory services agreement dated December 12, 2019 (the “Founder Advisory Agreement”) between the EverArc Founder Entity and EverArc. Pursuant to the Founder Advisory Agreement and Founder Assignment Agreement, the EverArc Founder Entity provides services to the Company, including strategic and capital allocation advice. The EverArc Founder Entity is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Haitham Khouri, Tracy Britt Cool and Vivek Raj (the “Founders”). As of the date of this Proxy Statement, each of the Founders serves as a director of the Company and Haitham Khouri also serves as an executive officer of the Company. Mr. Raj was not nominated for re-election to the Board at the 2026 Annual Meeting of Stockholders.

In exchange for the services provided under the Founder Advisory Agreement, the EverArc Founder Entity is entitled to receive both a variable amount (the “Variable Annual Advisory Amount”) and a fixed amount (the “Fixed Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”), each as described below:

•Variable Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2031, and once the Average Price (as defined in the Founder Advisory Agreement) per share of Common Stock of the Company is at least $10.00 for ten consecutive trading days, the Variable Annual Advisory Amount will be equal in value to:

•in the first year in which the Variable Annual Advisory Amount is payable, (x) 18% of the increase in the market value of one share of Common Stock of the Company over $10.00 (such increase in market value, the “Payment Price”) multiplied by (y) 157,137,410 shares of Common Stock, the Founder Advisory Agreement Calculation Number; and

•in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) 18% of the increase in Payment Price over the previous year Payment Price multiplied by (y) 157,137,410 shares of Common Stock, the Founder Advisory Agreement Calculation Number.

•Fixed Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2027, the Fixed Annual Advisory Amount will be equal to 2,357,061 shares of Common Stock (1.5% of 157,137,410 shares of Common Stock, the Founder Advisory Agreement Calculation Number).

For 2025, both the variable annual advisory amount (the “2025 Variable Amount”) and the fixed annual advisory amount (the “2025 Fixed Amount” and together with the 2025 Variable Amount, the “2025 Advisory Amounts”) were earned under the Founder Advisory Agreement. Approximately 79.6% of the 2025 Advisory Amounts was paid in shares of Common Stock (13,387,003 shares) and approximately 20.4% of the 2025 Advisory Amounts was paid in cash ($95.7 million) based on the Average Price for 2025. William N. Thorndike, Jr., W. Nicholas Howley, Haitham Khouri, Vivek Raj and Tracy Britt Cool hold ownership interests of 33%, 33%, 25%, 7% and 2%, respectively, in the EverArc Founder Entity.

The Founder Advisory Agreement can be terminated at any time (i) by the EverArc Founder Entity if the Company ceases to be traded on the NYSE; or (ii) by the EverArc Founder Entity or the Company if there is (A) a Sale of the Company (as defined in the Founder Advisory Agreement) or (B) a liquidation of the Company.

Subject to certain limited exceptions, the EverArc Founder Entity’s liability for losses in connection with the services provided is limited, and the Company has agreed to indemnify the EverArc Founder Entity and its affiliates in relation to certain liabilities incurred in connection with acts or omissions by or on behalf of the Company or the EverArc Founder Entity. If the Founder Advisory Agreement is terminated under (i) or (ii)(A), the Company will pay the EverArc Founder Entity an amount in cash equal to: (a) the Fixed Annual Advisory Amount for the year in which termination occurs and for each remaining year of the term of the agreement, in each case at the Payment Price; and (b) the Variable Annual Advisory Amount that would have been payable for the year of termination and for each remaining year of the term of the agreement. In each case the Payment Price in the year of termination will be calculated on the basis of the Payment Year ending on the trading day immediately prior to the date of termination, save that in the event of a Sale of the Company, the Payment Price will be calculated on the basis of the amount paid by the relevant third party (or cash equivalent if such amount is not paid in cash). For each remaining year of the term of the agreement the Payment Price in each case will increase by 15% each year. No account will be taken of any Payment Price in any year preceding the termination when calculating amounts due on termination. Payment will be immediately due and payable on the date of termination of the Founder Advisory Agreement. On the entry into liquidation of the Company, an Advisory Amount will be payable in respect of a shortened year which will end on the trading day immediately prior to the date of commencement of liquidation. The Founder Advisory Agreement is governed by New York law.

Board Role in Risk Management

Our Board is responsible for overseeing our risk management process. Our Board performs its risk oversight function primarily through its standing Audit Committee, which reports to the entire Board and is comprised solely of Independent Directors. As described above in more detail under “Board Committees – Audit Committee,” the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the financial reporting process, our system of internal controls and compliance regarding finance and accounting, audits of our financial statements and our policies on risk assessment and risk management. Our Board reviews the annual report from the Audit Committee, discussing the adequacy and effectiveness of our compliance policies and procedures. Our Board also assesses any recommendations from the Audit Committee based upon its annual review of the Audit Charter for changes that may be required to further assist the Audit Committee in performing its risk oversight responsibilities.

Our Board also focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. The Executive Committee, which reports to the entire Board, assists the Board by providing oversight relating to our enterprise risks. Our Executive Committee responsibilities include overseeing overall strategy, including top-level organizational structure and products or markets served and capital allocation and capital markets activities.

Cybersecurity

Cybersecurity Risk Management and Strategy

The Company proactively manages its cybersecurity and data privacy risks with organizational and technical controls including a comprehensive set of policies and procedures for assessing, identifying, and managing material risks from cybersecurity threats which have been integrated into the Company’s overall risk management strategy and processes. The Company seeks to address cybersecurity risks through a comprehensive approach that is focused on implementing robust protective measures, promoting user awareness and education, continuously monitoring for potential threats, and swiftly responding to any security incidents to ensure the confidentiality, integrity, and availability of sensitive information.

The Company’s Incident Response Team, which is comprised of members of the finance, legal, information technology and operations teams, conducts an annual cybersecurity exercise, which includes a tabletop scenario, to evaluate the Company’s preparedness for data security and privacy incidents. These sessions include participation from various levels of management and focus on reviewing roles and responsibilities, escalation and notification protocols, and response and recovery procedures. The Company periodically engages external resources to update and enhance the content of these reviews and any related exercises and to provide additional perspective and rigor. In addition, all employees are required to complete ongoing formal training through an online platform, which includes identifying and reporting suspicious activity and threats such as social engineering, phishing, malware/viruses and insider risks.

In addition, we actively engage with key vendors and industry communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures and have processes in place to oversee and identify the risk of cybersecurity threats associated with our use of these third-party vendors. We generally require third parties to, among other things, maintain security controls to protect our confidential information and data, and notify us of material cybersecurity threats that may impact our business.

In 2025, we did not identify any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

Governance

Our Board has oversight of our strategic and business risk management and has delegated the oversight of cybersecurity risk management to the Company’s Audit Committee. The Company’s Audit Committee is responsible for overseeing all matters relating to the security of and risks related to the Company’s information technology systems and procedures, including its cybersecurity and other information technology risks. The Audit Committee is responsible for ensuring the Company has processes in place for assessing, identifying and managing material risks from cybersecurity threats.

The Company’s information security program is managed by the Company’s Incident Response Team, which is responsible for leading our enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. Members of the Incident Response Team have extensive global experience in developing and executing information technology strategies. The Incident Response Team, which includes the Chief Financial Officer (“CFO”), in collaboration with the Audit Committee, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.

The CFO provides periodic reports to our Audit Committee, as well as other members of our senior management as appropriate. These reports occur at least annually and include updates on the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program, and the emerging threat landscape.

Communication with the Board

Stockholders and other parties interested in communicating directly with one or more individual directors or with the non-management directors as a group, may do so by writing to the individual director or group, c/o Perimeter Solutions, Inc., 8000 Maryland Ave. Suite 350, Clayton, Missouri 63105, Attention: Corporate Secretary (offices of Perimeter Solutions, Inc.). The Board has directed our corporate secretary to forward stockholder communications to our Co-Chairmen of the Board and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use his or her discretion to refrain from

forwarding sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive and was addressed previously in some manner; and other correspondence unrelated to the Board’s corporate governance and oversight responsibilities.

DIRECTOR COMPENSATION

Our non-employee independent director compensation policy provides for the following compensation for our non-employee independent directors:

•Annual Retainer. Each non-employee independent director is paid a cash retainer of $75,000 per year.

•Committee Fees. Each Committee chairperson is paid a cash retainer fee per year, as follows: $15,000 to the chairperson of our Audit Committee, $5,000 to the chairperson of our Compensation Committee and $5,000 to the chairperson of our Nominating and Corporate Governance Committee.

•Annual Equity Award. In 2025, we granted 35,000 stock options to each non-employee independent director covering compensation for one fiscal year, which have the same terms and conditions as those granted to our employees and vest over five years, subject to the achievement of certain performance conditions. The terms and conditions of these options are discussed in greater detail under “Compensation Discussion and Analysis—Equity Compensation.”

•Reimbursements. In addition, all of our directors are entitled to be reimbursed by the Company for reasonable expenses incurred by them in the course of performing their directors’ duties relating to us.

Messrs. Howley, Thorndike, Jr. and Khouri will not receive compensation for their service as directors in light of their affiliation and control over the entity which provides advisory services to the Company in exchange for a fee, as described under “Corporate Governance—Certain Relationships and Related Party Transactions—Founder Advisory Agreement.” In addition, Mr. Khouri, who serves as our Chief Executive Officer, is not entitled to receive compensation for his services as a director.

The table below sets forth the non-employee director compensation for the year ended December 31, 2025.


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)(2)(3)	Total ($)
Tracy Britt Cool	75,000	233,450	308,450
Robert S. Henderson	80,000	467,600	547,600
Sean Hennessy	90,000	233,450	323,450
Vivek Raj	75,000	233,450	308,450
Bernt Iversen II	80,000	467,600	547,600
Jorge L. Valladares III	75,000	425,600	500,600

______________

(1)Represents the Hull-White option-pricing model “fair value” on the date the options were granted, computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the fiscal 2025 grants, refer to Notes 2 and 11 to our historical consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(2)Performance-based stock options were granted to Ms. Britt Cool and Messrs. Henderson, Hennessy, Raj, Iversen and Valladares on February 12, 2025. Additionally, Mr. Valladares was granted additional performance-based stock options on April 21, 2025 in connection with his service on the Board during fiscal 2024, and Messrs. Henderson and Iversen were granted additional performance-based stock options on December 23, 2025 in recognition of additional services provided to the Board including in connection with overseeing the Company’s ongoing integration efforts with respect to Medical Manufacturing Technologies, LLC.

(3)The following table sets forth the aggregate number of unexercised stock options to purchase shares of Common Stock outstanding at December 31, 2025 for each of our non-employee directors:


Name						Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2025
Tracy Britt Cool						148,750
Robert S. Henderson						198,750
Sean Hennessy						183,750
Vivek Raj						148,750
Bernt Iversen II						184,167
Jorge L. Valladares III						70,000

EXECUTIVE OFFICERS

Set forth below is certain information relating to our current executive officers as of the date of this Proxy Statement, including their respective titles. Biographical information with respect to Mr. Khouri is set forth above under “PROPOSAL 1—ELECTION OF DIRECTORS.”

Name

Age

Title

Haitham Khouri

Chief Executive Officer and Director

Kyle Sable

Chief Financial Officer

Noriko Yokozuka

General Counsel, Corporate Secretary and Compliance Officer

Jeffrey Emery

President of Fire Safety

Grant Bowman

President of Specialty Products

Kyle Sable has served as Chief Financial Officer of the Company since November 2023. From May 2022 until November 2023, Mr. Sable served as Vice President, Strategy and Corporate Development for the Company. Prior to joining the Company, Mr. Sable served as a Principal for Banbury Partners from April 2014 until September 2021, an investment fund based in Charlotte, North Carolina. Mr. Sable has more than 20 years of investing and strategy experience in private and public companies across several Tiger Management-heritage investment funds, Bain Capital and Bain & Company. Mr. Sable holds a Bachelor of Business Administration with High Distinction from the University of Michigan and a Master of Business Administration with Distinction from Harvard Business School.

Noriko Yokozuka has served as General Counsel of the Company since the consummation of the Business Combination in November 2021. Ms. Yokozuka joined Perimeter Solutions in March 2018 as General Counsel. Prior to joining Perimeter Solutions, Ms. Yokozuka served as General Counsel for ICL Americas. She previously worked as in-house counsel for a healthcare venture capital firm and family office in New York. Ms. Yokozuka started her legal career with the Investment Management and Corporate groups at Skadden, Arps, Slate, Meagher & Flom. Prior to her legal career, Ms. Yokozuka was an associate at JPMorgan. Ms. Yokozuka received her law degree from the University of Virginia – School of Law and her undergraduate degree from Yale University.

Jeffrey Emery has served as President of Fire Safety of the Company since May 2022. Prior to joining the Company, Mr. Emery served as the Vice President and General Manager of Industrial Automation for the Americas at Norgren. Previously, Mr. Emery spent 10 years with Scott Safety, a global leader in high performance safety equipment for firefighters, military personnel and industrial workers. Following 3M’s acquisition of Scott Safety, Mr. Emery led the global business unit within 3M through a period of significant growth and business integration. Earlier in his career, Mr. Emery held commercial and general management roles within Honeywell’s Aerospace and Specialty Materials Divisions. Mr. Emery earned his BA in Psychology from Augustana (IL) College, and his MBA from University of Illinois, Urbana-Champaign.

Grant Bowman has served as President of Specialty Products of the Company since October 2024. Mr. Bowman joined the Company in January 2024 as Vice President of Strategy and Business Development. Previously, Mr. Bowman served as Managing Partner of Hunter Capital Limited Partnership, an investment advisor to private funds, from April 2018 to December 2023. Mr. Bowman holds his undergraduate degree from the University of Michigan and a Master of Business Administration from Columbia Business School.

COMPENSATION DISCUSSION & ANALYSIS

Introduction

This Compensation Discussion and Analysis section discusses the material components of the Company’s executive compensation program and provides an overview of the compensation policies and practices applicable to our named executive officers (“NEOs”) for 2025. Our NEOs for 2025 were:

•Haitham Khouri – Chief Executive Officer or the “CEO”

•Kyle Sable – Chief Financial Officer or the “CFO”

•Noriko Yokozuka - General Counsel and Chief Administrative Officer or “CAO”

•Jeffrey Emery – President, Fire Safety

•Grant Bowman – President, Specialty Products

•Edward Goldberg – Former Vice Chairman(1)

___________________________________

(1)During 2025, Mr. Goldberg’s role was limited to focusing on advising the Company on strategic matters relating to our Fire Safety business and fostering relationships with key customers, governmental agencies, industry associations and trade groups and other constituencies important to us. Effective as of March 31, 2026, Mr. Goldberg no longer served as our Vice Chairman.

Compensation Philosophy and Objectives

We are committed to providing a fair and market competitive executive compensation program that will attract, retain and reward high-performing employees. Our compensation package is tied to the Company meeting short-term and long-term financial targets and individuals achieving annual performance goals. Below are the objectives of our program:

Focus on Long-Term Performance. We emphasize long-term performance and retention of superior executive talent by limiting short-term cash compensation, such as salary and annual incentive payouts, with a focus on long-term equity awards.

Performance Expectations and Stockholder Alignment. We provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value. We establish clear financial goals focused on the overall success of the Company.

Employee Retention. We reinforce our mission to recruit and retain a highly motivated workforce to support the overall growth and performance of the Company.

Overview of 2025 Performance

In evaluating 2025 compensation outcomes, the Committee considered the Company’s financial performance and strategic execution, including the following financial and operational highlights:

•Net sales increased 16% to $652.9 million, as compared to $561.0 million in 2024.

•Fire Safety segment net sales increased 12% to $489.0 million, as compared to $436.3 million in 2024.

•Specialty Products segment net sales increased 31% to $163.9 million, as compared to $124.7 million in 2024.

•Net loss was $206.4 million, as compared to a net loss of $5.9 million in 2024 while Adjusted EBITDA increased 18% to $331.7 million, as compared to $280.3 million in 2024.

•Fire Safety segment Adjusted EBITDA increased 21% to $290.5 million, as compared to $240.1 million in 2024.

•Specialty Products Segment Adjusted EBITDA increased 3% to $41.2 million, as compared to $40.2 million in 2024.

•Achieved annual operating performance per diluted share (“AOP”) of $29.63.

•For more information on AOP and its relationship to our Equity Compensation Program, please see the section entitled “Performance-Based Non-Qualified Stock Option Program” in this Compensation Discussion and Analysis.

•Fire Safety Segment secured a cornerstone five-year US Forest Service contract, culminating a period in which substantially all material retardant contracts were renewed.

•Performance was further driven by new business wins, including rail-applied retardant in Europe, expanded air-based services, and benefits from the global fluorine-free transition.

•Productivity gains from a new retardant manufacturing facility outside Sacramento, enhanced multipurpose A/B foam offerings, and strengthened Canadian operations.

•Specialty Products Segment continued to execute on our M&A strategy that aligned with our operational value drivers.

•Invested $62.0 million to acquire product lines for our IMS business.

•Announced the acquisition of Medical Manufacturing Technologies, LLC (“MMT”), a manufacturer of engineered machinery and proprietary aftermarket components for minimally invasive medical devices. The acquisition was completed in January 2026.

For more information, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our audited financial statements included therein.

Compensation Governance Practices

Our executive compensation program is based on the following best practices:


What We Do						What We Don’t Do
Equity compensation is based on performance-based options.						Our option program is driven by specific performance criteria. We do not issue time-vested options or any other types of time-vested equity awards.
Regular review of compensation, especially incentive compensation to ensure, continued alignment with our strategy.						We do not provide any post-employment retirement or pension benefits to our executive officers that are not available to our employees generally.
Compensation Committee consisting entirely of independent directors.						We do not provide tax gross-ups for payments or benefits paid in connection with a change in control.
The Compensation Committee directly retains an independent compensation consultant.						We do not permit short sales or hedging of share ownership positions involving derivatives of our Common Stock.
Robust share ownership and share retention guidelines.						We do not permit re-pricing or backdating of equity awards.

Executive Compensation Setting Process

Compensation Committee Review and Discretion

Pursuant to its charter, the Compensation Committee reviews and approves the compensation of the Company’s NEOs in accordance with the Company’s executive compensation philosophy. Our Compensation Committee is comprised entirely of independent directors who are informed by the experience of their members and advised by the Compensation Committee’s independent compensation consultant, other directors, and the CEO with respect to other members of our management team.

In its evaluation of the annual performance of the CEO in light of our goals and objectives, the Compensation Committee considers all relevant factors, including our performance and relative stockholder return, execution on our operational value drivers, the value of similar awards to chief executive officers of comparable companies and the awards given to our CEO in past years. The Compensation Committee also reviews and approves option grants to executive officers and any other participants under our equity-based compensation plan. The Compensation Committee has full power and authority to administer these plans, establish guidelines, interpret plan documents, select participants, approve grants and awards, and exercise such other power and authority as may be permitted or required under such plans.

Role of the Chief Executive Officer

The CEO provides compensation recommendations for the NEOs (other than himself) to the Compensation Committee, which considers these recommendations as part of its evaluation. However, the review, analysis, and final approval of compensation actions are made solely by the Compensation Committee. Recommendations for the annual incentive payments are made based on our financial performance for the relevant year, and the CEO’s personal review of each NEOs performance, job responsibilities, execution against our value drivers and our overall business strategy, as well as our compensation philosophy. At the Compensation Committee’s request, for 2025, Mr. Khouri provided an assessment of each NEO’s job performance against the company value drivers, execution on key business strategies and any performance highlights that provided additional value to the Company.

Role of the Compensation Consultant

During 2025, the Compensation Committee continued to engage F.W. Cook & Co., Inc. (“FW Cook”) to serve as the Company’s compensation consultant and to provide independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends. FW Cook evaluated executive compensation policies and guidelines and provided analysis of policies and guidelines compared to best practices in the industry. The Compensation Committee has reviewed the independence of FW Cook in light of SEC rules and NYSE Listing Standards regarding compensation consultants and has concluded that FW Cook’s work for the Compensation Committee during 2025 did not raise any conflict of interest and that FW Cook is independent.

Consideration of the Stockholder Advisory Vote on Executive Compensation

We held an advisory vote on executive compensation in the 2025 fiscal year, which received the support of approximately 87% of our stockholders at our 2025 Annual Meeting of Stockholders, excluding abstentions and broker non-votes. Both our Compensation Committee and our Board periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and development, and will take into account the outcome of future non-binding advisory votes by our stockholders.

Peer Group and Market Benchmarking

We benchmark NEO compensation levels using a peer group of companies. The peer group identified by FW Cook, our compensation consultant, consisted of 17 publicly traded companies in the industrial and chemical industries:

Arcadium Lithium PLC
(ALTM)

Core Molding Technologies, Inc. (CMT)

Flotek Industrials, Inc.
(FTK)

MP Materials Corp.
(MP)

Aspen Aerogels, Inc.
(ASPN)

Ecovyst, Inc.
(ECVT)

Hawkins, Inc.
(HWKN)

Mueller Water Products, Inc.
(MWA)

Balchem Corporation
(BCPC)

Enerpac Tool Group Corp.
(EPAC)

Ingevity Corporation
(NGVT)

Rayonier Advanced Materials Inc. (RYAM)

Compass Minerals International, Inc. (CMP)

Enpro Industries, Inc.
(NPO)

Innospec Inc.
(IOSP)

Sensient Technologies Corporation (SXT)

Zurn Elkway Water Solutions Corporation
(ZWS)

The peer group was selected by evaluating size, analogous industries, annual revenues, statistical reliability, and market capitalization as well as those companies that are perceived competitors for talent. Overall, our cash compensation levels are generally below a competitive range of the market median, and while total direct compensation, including the value of equity, is more competitive to market, it generally falls below a competitive range of the market median for the majority of our NEOs.

Components of the Executive Compensation Program

Component

Fixed or
Variable

Component Goal(s)

Key Features and Considerations

Base Salary

Fixed

Employee Retention

•

Salary paid in cash. Stable source of income and standard for executive compensation plans. Provides compensation for day-to-day contributions.

•

We support equitable pay practices and consider benchmarks based on geography, industry, and other relevant factors.

Annual Cash Incentive Compensation

Variable

Employee Retention

•

Cash incentive earned and awarded annually based on annual Company performance (75%) and individual performance (25%).

Performance Expectations

•

Quantitative metric based on Adjusted EBITDA targets.

•

Creates a variable incentive opportunity as a portion of the executive compensation package.

•

Reinforces and rewards executives for delivering key business goals which are short term in nature.

•

Pays only when minimum performance criteria are met and pays above market when target performance criteria are exceeded.

•

Split between quantitative metric and qualitative individual performance assessment to ensure alignment with stockholders while rewarding executive for key individual contributions.

Equity Compensation

Variable

Performance Expectations and Stockholder Alignment

•

Long-term equity-based incentives awarded periodically in the form of performance-based options.

Focus on Long-Term Performance

•

Create a compensation opportunity aligned with the interests of stockholders.

•

Provides incentive to achieve sustained performance and growth over a longer term.

•

Rewards executives for delivering stockholder return.

Base Salaries

Each of our NEOs receives a base salary which has been established by our Compensation Committee, taking into account each individual’s role, responsibilities, skills, and experience. Base salaries for our NEOs are reviewed annually by our Compensation Committee or Board, as applicable, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

For the year ended December 31, 2025, the annual base salaries for Mr. Khouri, Mr. Sable, Ms. Yokozuka, Mr. Emery, Mr. Bowman and Mr. Goldberg were $675,000, $500,000, $377,000, $377,000, $353,000 and $615,000, respectively. This represents an increase in annual base salary of approximately 10%, 52%, 14%, 10% and 26% for Mr. Khouri, Mr. Sable, Ms. Yokozuka, Mr. Emery and Mr. Bowman, respectively. Mr. Goldberg’s annual base salary remained flat for the year ended December 31, 2025. The Compensation Committee approved an increase in Mr. Sable’s base salary to recognize his strong performance as CFO since assuming the role and to better align his compensation with market and peer data.

Annual Cash Incentive Compensation

Consistent with our pay-for-performance philosophy, and to promote alignment with stockholders’ interests, we expect that each NEO’s compensation will be based, at the discretion of the Compensation Committee, on both Company and individual performance. For 2025, payouts under our annual cash incentive plan were based on the combination of our Adjusted EBITDA performance and each executive’s individual performance.

Target Opportunity. For 2025, all of our NEOs were eligible for an annual cash incentive opportunity calculated as a percent of their base salaries, as outlined below, based on the achievement of performance criteria tied to (i) our annual Adjusted EBITDA performance and (ii) the NEOs individual achievement targets that were tied to Company level financial, operational value driver and business strategies.

Each NEO’s incentive opportunity is driven 75% by Adjusted EBITDA performance of consolidated or platform level performance and 25% by NEOs individual achievement targets. By emphasizing achievement of financial performance and attaching financial targets to consolidated or platform level performance, each NEO’s performance is closely aligned to his or her areas of responsibilities.

Mr. Khouri, Mr. Sable, and Ms. Yokozuka’s Adjusted EBITDA component was tied to the Company’s consolidated Adjusted EBITDA performance. Mr. Emery’s Adjusted EBITDA component was tied to the Adjusted EBITDA performance of the Fire Safety platform, and Mr. Bowman’s Adjusted EBITDA component was tied to the Adjusted EBITDA performance of the Specialty Products platform. Mr. Goldberg’s Adjusted EBITDA component was tied to the Adjusted EBITDA performance of the Americas Retardant business unit, which is within the Fire Safety Platform.


Named Executive Officer	Target Annual Incentive as a Percentage of Salary	Adjusted EBITDA Component	Individual Performance Component
Haitham Khouri	100%	75%	25%
Kyle Sable	50%	75%	25%
Noriko Yokozuka	50%	75%	25%
Jeffrey Emery	50%	75%	25%
Grant Bowman	50%	75%	25%
Edward Goldberg	100%	75%	25%

Adjusted EBITDA Performance

2025 Performance and Payout. For 2025, when considering Adjusted EBITDA targets for the consolidated business or platform, the Compensation Committee considered many factors, including (i) the implementation of our key operational value drivers of (A) profitable new business, (B) productivity, (C) pricing our products to the value they provide, (ii) fluctuations in the severity of the North American fire season, and (iii) any other materially impactful external factors.

The 2025 Adjusted EBITDA goals and corresponding performance levels are noted below (in millions).


	Threshold (50%)	Target (100%)	Maximum (150%)	Fiscal Year 2025 Results
Adjusted EBITDA Consolidated	$119.5	$239.0	$358.5	$331.7

Adjusted EBITDA Fire Safety Platform	$103.9	$207.8	$311.7	$306.4
Adjusted EBITDA Specialty Products Platform	$23.9	$47.7	$71.6	$43.0

For 2025, actual Consolidated Adjusted EBITDA was 139% of the 2025 target for Consolidated Adjusted EBITDA, 147% of the 2025 target for Adjusted EBITDA for the Fire Safety platform and 90% of the 2025 target for Adjusted EBITDA for the Specialty Products platform. The Adjusted EBITDA Fire Safety platform includes certain

adjustment factors, including adjustment for costs and expenses allocable to the platform as well as an adjustment factor based on US ex-Alaska acres burned, as published by the National Interagency Fire Center. A portion of the budget for the Adjusted EBITDA Fire Safety platform is adjusted upwards or downwards up to 25% based on the severity of the fire season. Specifically, the Fire Safety platform Adjusted EBITDA budget is revised by a linear adjustment of a portion of the budget downwards to 75% between 3 million and 6 million acres ex-Alaska burned, or upwards to 125% between 7 million and 10 million acres ex-Alaska burned. For 2025, the Adjusted EBITDA budget for the Fire Safety platform was adjusted downward by 17%, based on 4.0 million acres burned ex-Alaska. The Adjusted EBITDA Fire Safety platform is calculated against the budgets of three business units: Fire Safety Americas Suppressants, Fire Safety Americas Retardant and International Fire Safety, and the Adjusted EBITDA Fire Safety platform achievements is the sum of the achievement of all three business units subject to adjustments as described above. The Adjusted EBITDA Specialty Products platform is calculated against the budget of the Specialty Products PDI business unit.

The actual payouts for 2025 as a percentage of target for the Adjusted EBITDA component were as follows:


Named Executive Officer																														Payout
Haitham Khouri																														139%
Kyle Sable																														139%
Noriko Yokozuka																														139%
Jeffrey Emery																														147%
Grant Bowman																														90%
Edward Goldberg																														137%

Individual Performance

A portion of each NEO’s annual incentive payment is comprised of such NEO’s individual performance. Such individual performance is based on the NEO’s performance against a set of annual targets that are determined at the beginning of each year. Each NEO’s annual targets are set against each NEO’s contribution to, and execution on, corporate value drivers and our overall business strategy.

The 2025 individual performance opportunity threshold, target and maximum each as a percentage of the Individual Performance component target are 50%, 100% and 200%, respectively. Based on the Compensation Committee’s assessment of each NEO’s individual performance against their respective annual targets, actual payouts as a percentage of target for the Individual Performance component were as follows:


Named Executive Officer																								Payout
Haitham Khouri																								200%
Kyle Sable																								200%
Noriko Yokozuka																								100%
Jeffrey Emery																								134%
Grant Bowman																								100%
Edward Goldberg																								100%

Combined Adjusted EBITDA and Individual Performance

The following table shows the 2025 annual cash incentive awards, including the threshold, target and maximum potential payouts under those awards, and the actual payout amount based on the payouts described above for Adjusted EBITDA and individual performance, for each of our named executive officers.


	2025 Annual Cash Incentive Awards
Named Executive Officer	Threshold	Target	Maximum	Payout
Haitham Khouri	$84,375	$675,000	$1,096,875	$1,040,000
Kyle Sable	$31,250	$250,000	$406,250	$385,000
Noriko Yokozuka	$23,563	$188,500	$306,313	$243,000
Jeffrey Emery	$23,563	$188,500	$306,313	$271,000
Grant Bowman	$22,063	$176,500	$286,813	$164,000
Edward Goldberg	$76,875	$615,000	$999,375	$786,668

2025 Equity Compensation

On February 12, 2025, we granted 913,000, 141,000, 99,000, 165,000, 308,000 and 83,000 performance-based nonqualified stock options to Mr. Khouri, Mr. Sable, Ms. Yokozuka, Mr. Emery, Mr. Bowman and Mr. Goldberg, respectively. Each grant is subject to the terms and conditions set forth in the 2021 Equity Plan and a stock option agreement entered into between the Company and the applicable recipient.

For the year ended December 31, 2025, 1,518,309 performance-based options granted to our NEOs vested as the achievement of annual operating performance per diluted share (“AOP”), based on Adjusted EBITDA compounded annual growth rate criteria was partially achieved for 2025. Based on such achievement, the following number of performance-based options vested for Mr. Khouri, Mr. Sable, Ms. Yokozuka, Mr. Emery, Mr. Bowman and Mr. Goldberg, respectively: 588,489, 170,000, 120,000, 200,000, 139,820 and 300,000. For Mr. Goldberg, an additional 900,000 of his options vested based on the performance goals established by the Compensation Committee for performance years 2023 through 2025. For more information regarding the vesting criteria for Mr. Goldberg’s additional options, see the section entitled “Other Performance Vesting Criteria” in this Compensation Discussion and Analysis.

Performance-Based Non-Qualified Stock Option Program

Overview

The equity component of our management’s compensation emphasizes long-term stockholder value creation through performance-based options. This is a substantial, at-risk component of our management’s compensation that is tied to performance. We believe that performance-based non-qualified stock option grants motivate and incentivize management to focus on long-term performance and align the interests of our management with the interests of stockholders by reinforcing the long-term goal of increasing stockholder value and yielding returns comparable to or higher than well-performing private equity funds and promoting the stability and retention of our high-performing executive team over the long-term. Each of our NEOs are recipients of option awards under our stock option program.

We typically grant options that are eligible to vest over a five-year period to employees in connection with new hires, promotions or as otherwise determined by the Compensation Committee (each, a “5-Year Option”). Thereafter, we generally expect plan participants to receive extension awards in connection with assumption of increased responsibilities and execution on the company’s long term business strategy.

In February 2025, the Compensation Committee approved extension awards that are eligible to vest based on performance in the fifth year following the awards (each, an “Annual Extension”). Annual Extensions were granted to certain recipients who previously received 5-Year Options covering prior performance years through 2028. The options covered by these Annual Extensions will be eligible to vest based on performance goals for 2029.

Performance-Based Option Vesting at Specific Targets

Option vesting is subject to specific performance criteria. The 5-Year Options had been eligible to vest over a five-year period in equal annual tranches based on the AOP targets. The AOP targets are based on a minimum and maximum compounded annual growth rate from a baseline AOP. For the initial 5-Year Options granted in connection with our initial public offering in November 2021, we used a baseline AOP of $10 to set the annual AOP targets. For the subsequent 5-Year Options granted to our newly hired or promoted executives in 2022 and 2023, we continued to use the same AOP targets to ensure that the initial short- and long-term performance goals for our executive management team were aligned. The Company intends to use the actual or estimated AOP for a recently completed performance year as the baseline AOP to establish the AOP targets for new grants. This was the approach taken in establishing the future performance goals for any newly granted 5-Year Options and the Annual Extensions granted in February 2025. Resetting the baseline AOP means that the growth targets will appropriately reflect the then-current goals of the Company and ensures that the performance-based options will be more likely to continue to serve as a meaningful incentive to the participants.

The actual AOP achieved for any given year is calculated in accordance with a formula set forth in the award agreements. For each yearly tranche, the 5-Year Options require 10% compounded annual growth for minimum vesting (resulting in 25% of that tranche vesting) and 20% compounded annual growth for maximum vesting (resulting in 100% of that tranche vesting).

For any given performance year, the AOP for such year will be an amount equal to: (1) the difference of (a) the product of (i) Adjusted EBITDA and (ii) a weighted Adjusted EBITDA multiple of future acquisitions as determined by the Compensation Committee, less (b) net debt; divided by (2) the number of fully diluted shares, excluding Common Stock issuable pursuant to the Founder Advisory Agreement (as determined in accordance with GAAP) as of the last day of the applicable fiscal year. The targets and definitions tied to the AOP calculation may be adjusted, in the sole discretion of the Compensation Committee, for, among other things, any acquisition or disposition of any business by the Company or any dividend or other distribution, merger or share repurchase.

AOP takes into consideration:

•growth in Adjusted EBITDA,

•management of capital structure;

•cash generation;

•acquisition performance, including the acquisition price paid; and

•the impact of option dilution on common stock outstanding.

We use AOP as the performance-based metric because it focuses management on the fundamentals of stockholder value creation.

Cumulative Vesting

We view our performance on a long-term basis and set our targets to achieve long-term compound annual and cumulative growth. Our option agreements utilize a cumulative vesting mechanism whereby the unvested portion from each annual tranche is added to the eligible amount of options that may vest based on performance the following year. By allowing the unvested portions to carry forward in this manner, the vesting at the end of each year will be no less than representative of the cumulative AOP performance through such year. This cumulative vesting approach is intended to reward performance over time, while also continuing to provide the employees the opportunity to earn yearly tranches prior to the completion of the full performance period. We believe this will ensure that our employees remain incentivized throughout the full performance period to meet the cumulative performance goals.

In addition, if any options remain unvested at the end of the fifth performance year covered by the option agreement, such unvested options may still vest based on the AOP achieved for the sixth and seventh performance years. The minimum and maximum AOP targets for these final two years will continue to reflect the same 10% and 20% cumulative growth, respectively, compared to the then-prior year. Therefore, if there is a seasonal fluctuation outside the Company’s control in the fifth performance year covered by a 5-Year Option or any Extension, this provides our employees with a meaningful opportunity to still obtain full vesting of their options by meeting the cumulative growth targets in the following two performance years.

Equity Sweep Provision

The option agreements also include an equity sweep provision whereby if the market price of the Company’s Common Stock exceeds an amount equal to (i) two times the exercise price less (b) any dividends per share paid after the applicable grant date, on any 60 trading days within any 12-month period commencing on or after the first day of the third performance year covered by the 5-Year Option and ending on the last day of the fifth performance year covered by the 5-Year Option (the 60th day on which such price threshold is met during such period, the “Trigger Date”), then all options that remain unvested as of the Trigger Date will no longer be subject to the AOP performance-based conditions. If the Trigger Date is prior to the first day of the fifth performance year, then 50% of such unvested options will vest on the last day of the fourth performance year and the remaining 50% will vest on the last day of the fifth performance year. If the Trigger Date is during the fifth performance year, then 100% of the unvested options will vest on the last day of the fifth performance year. In each case, such vesting will remain subject to the participant’s continuous service through the applicable vesting date.

Other Performance Vesting Criteria

In connection with Mr. Goldberg’s appointment as Vice Chairman, we entered into an amendment to Mr. Goldberg’s employment agreement (the “Goldberg Amendment”), pursuant to which Mr. Goldberg’s option agreement was amended to adjust the performance terms and conditions of the outstanding 5-Year Options granted thereunder so that 50% of such outstanding options eligible to vest in each of fiscal years 2023 through 2026 will remain subject to the existing performance terms and conditions, and the remaining 50% of such outstanding options eligible to vest in such fiscal years based on the achievement of certain performance goals to be established annually by the Compensation Committee of the Board related to Mr. Goldberg’s former position and duties as Vice Chairman. See “Employment Agreements—Edward Goldberg” for additional details. In 2025, Mr. Goldberg vested 900,000 options in relation to the performance goals established by the Compensation Committee for performance years 2023 through 2025.

Employee Benefit Plans

Our NEOs are eligible to participate in employee benefit plans, including medical, life and disability benefits on the same basis as other eligible employees. These benefits include:

•health, dental and vision insurance;

•vacation, paid holidays and sick days;

•group term life insurance, voluntary life insurance and supplemental accident and critical illness insurance; and

•short-term and long-term disability insurance.

The employment agreements and related severance payments available to our NEOs are described in more detail under the Sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” below.

401(k) Plan

Our NEOs are eligible to participate in an employee 401(k) plan, which consists of a match and an employer discretionary contribution. The plan allows both pre-tax and ROTH contribution options.

•In 2025, the company match formula under the 401(k) safe harbor plan was 100% of the first 3% and 50% of the next 2%, which vested upon contribution. The employer discretionary amount for non-safe harbor employer contribution was 3% of eligible compensation, which had an initial 3-year cliff vesting schedule.

•Starting in 2026, the company match formula under the 401(k) safe harbor plan is 100% up to 6% of eligible pay, which is vested when contributed. The employer discretionary amount for non-safe harbor employer contribution is 1% of eligible compensation, which is vested when contributed.

Other Compensation-Related Practices and Policies

Prohibition on Hedging, Pledging and Short Sales. No director, officer or employee is permitted to pledge our shares or engage in short sales or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our shares. We allow for certain portfolio diversification transactions, such as investments in exchange funds. All of the directors and executive officers are in compliance with this policy.

Share Retention Guidelines. The majority of our executive officers, including our Chief Executive Officer and other NEOs are required to hold a minimum level of personal investment of $2.2 million (for Chief Executive Officer), $600,000 (Chief Financial Officer), $450,000 (General Counsel and Chief Administrative Officer), $1.2 million (for President of Fire Safety) and $400,000 (President of Specialty Products), respectively, in our shares pursuant to share retention guidelines attached to their respective award agreement. The aggregate value may include the fair market value of shares associated with underlying options over the exercise price, but half of the value must be attributable to our shares held by each officer.

Equity Grant Practices. We grant most equity-based awards, including stock options, on a predetermined schedule aligned with the annual executive compensation review cycle, whereby the Compensation Committee approves grants to executive officers and other employees typically at least one week prior to the Board’s Q4 meeting, typically held in February of each year. For 2025, equity grants were generally approved approximately one week prior to our release of earnings for the prior year. The Compensation Committee does not take into account material non-public information when determining the timing and terms of equity-based awards, and the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Clawback Policy. In 2023, the Board of Directors adopted a clawback policy for the Company’s executive officers (the “Executive Officer Clawback Policy”) that authorized the Company to recover incentive-based compensation previously paid to its Section 16 officers and any other senior executives as determined by the Compensation Committee. The policy provides that, in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Board or, if so designated by the Board, the Compensation Committee of the Board, is authorized to take action to recoup all or part of any incentive-based compensation received by a Section 16 officer of the Company. For purposes of this policy, incentive-based compensation means any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure, which may include stock price, total stockholder return (and any measures that are derived wholly or in part from stock price or total stockholder return, and AOP criteria.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” (“CD&A”) with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

Bernt Iversen II, Chair

Vivek Raj

Sean Hennessy

Robert S. Henderson

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2025, 2024 and 2023.


Name and Principal Position	Year	Salary ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($)(3)	Total ($)
Haitham Khouri(4) Chief Executive Officer	2025	675,000	6,267,300	1,040,000	55,450	8,037,750
	2024	615,000	2,580,000	862,071	46,956	4,104,027
	2023	524,992	8,440,000	411,342	45,907	9,422,241
Kyle Sable(5) Chief Financial Officer	2025	500,000	1,001,100	385,000	57,786	1,943,886
	2024	330,000	2,298,000	231,287	50,998	2,910,285
	2023	286,163	203,000	106,026	49,902	645,091
Noriko Yokozuka General Counsel & Chief Administrative Officer	2025	377,000	702,900	243,000	22,785	1,345,685
	2024	331,208	700,800	180,077	21,782	1,233,867
	2023	320,008

SEC Form DEF 14A filed by Perimeter Solutions SA