[144] Perimeter Solutions, Inc. SEC Filing

Rhea-AI Filing Summary

Perimeter Solutions (PRM) filing a Form 144 shows an insider transaction where Edward Goldberg recently sold common shares and filed notice of an additional proposed sale. The filing records two sales on 09/04/2025 (250,000 shares for $5,567,750) and 09/05/2025 (500,000 shares for $11,108,650), and a new proposed sale of 250,000 shares through Morgan Stanley Smith Barney on 09/08/2025 with an aggregate market value of $5,679,400. The 250,000 shares to be sold were acquired the same day by exercise of options under a registered plan and paid in cash. The seller represents no undisclosed material adverse information about the issuer.

Positive

• Exercise under registered plan: The 250,000 shares proposed for sale were acquired by exercise of options under a registered plan, indicating planned, documented transactions.
• Brokered through major firm: Proposed sale will be handled by Morgan Stanley Smith Barney on the NYSE, reflecting standard market processes and institutional brokering.

Negative

• Large insider dispositions: The filer sold 750,000 shares on 09/04/2025 and 09/05/2025, generating approximately $16.6764 million in gross proceeds, which is material selling activity.
• Additional proposed sale: A further 250,000 shares (aggregate market value $5,679,400) is proposed for sale on 09/08/2025, increasing near-term share supply from insider holdings.

Insights

Securities Analyst

TL;DR: Significant insider selling over consecutive days may weigh on investor sentiment despite sales occurring under registered procedures.

The filing documents material insider dispositions totaling 750,000 shares sold in the prior three days and a proposed sale of an additional 250,000 shares. The recent sales generated gross proceeds of approximately $16.6764 million across two transactions, and the proposed sale is valued at $5.6794 million. The newly acquired 250,000 shares slated for sale were exercised under a registered plan and paid in cash the same day, indicating these are not open-market transfers from unrelated parties. For investors, clustered insider sales of this magnitude can signal liquidity needs or portfolio rebalancing, but they also can pressure near-term share supply. Absent other company disclosures, this is a material selling event that may affect short-term market dynamics.

Corporate Governance Expert

TL;DR: Transactions follow Rule 144 mechanics and include representation of no undisclosed material information; procedural compliance appears intact.

The Form 144 shows use of a broker and disclosure of acquisition method (exercise under a registered plan) and payment in cash, which aligns with required filing elements. The seller signed the standard representation concerning material adverse information and the notice references potential Rule 10b5-1 plan considerations. From a governance perspective, the record is complete for a Rule 144 notice; the filing does not itself disclose reasons for the sales or any corporate actions that would explain insider liquidity. The governance implication rests on interpreting selling context, which is not provided here.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	250000	5679400.00	146452138	09/08/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/08/2025	Exercise of options under a registered plan	Issuer			250000	09/08/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
EDWARD GOLDBERG 8000 MARYLAND AVE. SUITE 350 CLAYTON MO 63105	Common	09/05/2025	500000	11108650.00
EDWARD GOLDBERG 8000 MARYLAND AVE. SUITE 350 CLAYTON MO 63105	Common	09/04/2025	250000	5567750.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did the Form 144 filed for PRM disclose about recent insider sales?

The Form 144 shows that Edward Goldberg sold 250,000 shares on 09/04/2025 for $5,567,750 and 500,000 shares on 09/05/2025 for $11,108,650, and filed notice to sell an additional 250,000 shares on 09/08/2025.

How were the 250,000 shares proposed for sale on 09/08/2025 acquired?

Those 250,000 shares were acquired on 09/08/2025 by exercise of options under a registered plan and paid for in cash the same day.

Through which broker will the proposed sale be executed?

The proposed sale lists Morgan Stanley Smith Barney LLC, Executive Financial Services, New York as the broker and names the NYSE as the exchange.

Does the filing state any undisclosed material information about Perimeter Solutions?

By signing the notice, the person representing the sales certifies they do not know any material adverse information

What are the aggregate market values reported for the proposed and recent sales?

The proposed sale of 250,000 shares is reported at an aggregate market value of $5,679,400. Recent sales produced gross proceeds of $5,567,750 and $11,108,650 respectively.