Perimeter Solutions Inc 2024年度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROMTO 8000 Maryland Avenue,Suite 350Clayton, Missouri 63105 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. YesNo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). The aggregate market value of ordinary shares held by non-affiliates of the registrant, computed by reference to the closing sale price of the ordinary shares on theNew York Stock Exchange as of June 30, 2024 the last business day of the registrant’s most recently completed second fiscal quarter, was $1,072,356,828. As of February 18, 2025, there were 149,664,037 shares of Common Stock, par value $0.0001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 annual meeting of shareholders, which will be filed within 120 days of December 31, 2024, areincorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PART I Item 1.Business7Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties35Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities36Item 6.Reserved37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk49Item 8.Financial Statements and Supplementary Data51Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure97Item 9A.Controls and Procedures98Item 9B.Other Information98Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98 PART III Item 10.Directors, Executive Officers and Corporate Governance99Item 11.Executive Compensation99Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters99Item 13.Certain Relationships and Related Transactions, and Director Independence99Item 14.Principal Accounting Fees and Services99 PART IV Item 15.Exhibits, Financial Statement Schedules100Item 16Form 10-K Summary100 This annual report on Form 10-K for the year ended December 31, 2024 (this “Annual Report”) contains certainforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-lookingstatements involve risks and uncertainties and reflect our current views with respect to, among other things, future eventsand our financial performance. When used in this Annual Report, the words “believe,” “may,” “could,” “will,” “estimate,”“cont