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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 19, 2025
PERIMETER
SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41027 |
|
33-2098357 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS.
Employer
Identification
No.) |
8000
Maryland Avenue, Suite 350
Clayton,
Missouri 63105
(Address
of principal executive offices, including zip code)
(314)
396-7343
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
PRM |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Amended
and Restated Credit Agreement
On
December 19, 2025, Perimeter Intermediate, LLC (“Perimeter Intermediate”), as guarantor and a wholly owned direct subsidiary
of Perimeter Solutions, Inc. (“Perimeter” or the “Company”), and Perimeter Holdings, LLC (“Perimeter Holdings”),
as borrower and a wholly owned indirect subsidiary of the Company, and certain of Perimeter Holdings’ subsidiaries, as guarantors,
entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with Morgan Stanley Senior
Funding, Inc., as administrative agent, and other loan parties party thereto. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Amended and Restated Credit Agreement.
The
Amended and Restated Credit Agreement provides for a senior secured revolving credit facility (the “Amended and Restated Revolving
Credit Facility”) in an aggregate principal amount of up to $200.0 million. The Amended and Restated Revolving Credit Facility
will mature on December 19, 2030, subject to a springing maturity ninety-one (91) days prior to the maturity date of the 2029 Notes.
The Amended and Restated Revolving Credit Facility includes a $40.0 million swingline sub-facility and a $50.0 million letter of credit
sub-facility. The Amended and Restated Credit Agreement allows Perimeter Holdings to increase commitments under the Amended and Restated
Revolving Credit Facility up to an aggregate amount not to exceed the greater of (i) $315.0 million (or, after the completion of the
MMT Acquisition, $360.0 million) and (ii) 100.00% of Consolidated EBITDA for the most recent four-quarter period (minus the aggregate
outstanding principal amount of certain ratio debt permitted to be incurred thereunder).
The
Amended and Restated Revolving Credit Facility bears interest at a rate equal to (i) an applicable margin, plus (ii) at our option,
either (x) the Secured Overnight Financing Rate for the applicable corresponding tenor (“Term SOFR”) as published
by CME Group Benchmark Administration, subject to a Floor of 1.00% or (y) a base rate determined by reference to the highest of (a) the
prime commercial lending rate published by the Wall Street Journal, (b) the federal funds rate plus 0.50%, (c) the one-month Term SOFR
rate plus 1.00% and (d) 1.00%. The applicable margin will be 2.75%, in the case of Term SOFR-based loans, and 1.75% in the case of base
rate-based loans, with two step-ups of 0.25% each when the Consolidated Secured Net Leverage Ratio exceeds 3.75:1.00 and
4.25:1.00, respectively.
The
Amended and Restated Revolving Credit Facility will be fully and unconditionally guaranteed by Perimeter Intermediate and each of Perimeter
Holdings’ existing and future domestic wholly-owned material restricted subsidiaries, subject to customary exceptions, and is secured
by a first priority lien, subject to certain permitted liens, on substantially all of the Perimeter Holdings’ and each of the guarantors’
existing and future property and assets, subject to customary exceptions.
The
foregoing description of the Amended and Restated Revolving Credit Facility is a summary only and is qualified in its entirety by reference
to the Amended and Restated Revolving Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item
8.01 Other Events.
Agreement
to Mootness Fee in Stockholder Class Action Case
On
October 1, 2025, Plaintiff Bruce Taylor (“Plaintiff”), a purported stockholder of Perimeter filed a putative class action
complaint (“Complaint”) in the Court of Chancery of the State of Delaware (“Court”) against the Company and two
members of our Board of Directors, Haitham Khouri, and Vivek Raj (the “Director Defendants” and collectively, with the Company,
the “Defendants”) under the caption Taylor v. Perimeter Solutions, Inc., C.A. No. 2025-1118-JTL (the “Action”).
Plaintiff
alleged that Defendants breached the Company’s certificate of incorporation and violated Section 141 of the Delaware General Corporation
Law by permitting the Director Defendants to serve as directors until 2027 without standing for annual elections. The Defendants believe
that the allegations of the Complaint were meritless, deny those allegations, and deny that any violation of applicable law has occurred.
Solely to minimize expenses and distraction and to avoid the uncertainty of any litigation, however, on October 29, 2025, Perimeter’s
Board of Directors adopted resolutions approving or confirming, as applicable, the election of the Director Defendants (including to
any vacancies on the Board of Directors). On October 30, 2025, the Company filed a Form 10-Q disclosing that the Director Defendants
will stand for election at the 2026 annual meeting and annually thereafter. Plaintiff agreed that these actions (the “Mooting Actions”)
mooted his claims.
On
November 7, 2025, the parties entered into a proposed Stipulation and Order Dismissing the Action as Moot and Retaining Jurisdiction
to Determine Plaintiff’s Counsel’s Application for an Award of Attorneys’ Fees and Expenses (the “Stipulation
and Proposed Order”), pursuant to which the Court would retain jurisdiction regarding any application Plaintiff might make for
an award of attorneys’ fees, which the Court entered. The Court retained jurisdiction to approve a form of notice concerning attorneys’
fees payable to Plaintiff in connection with the Mooting Actions. Following negotiation among the parties, with the intent to avoid further
litigation and legal costs, and not as an admission of any of the Plaintiff’s claims, the Company subsequently agreed to pay $725,000
in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiff and all of his counsel for fees and expenses
in the Action.
On
December 22, 2025, the Court entered an order closing the Action, subject to the Company filing an affidavit with the Court confirming
that this notice has been issued.
In
entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses
or their reasonableness. Plaintiffs’ counsel is Ned Weinberger of Labaton Keller Sucharow LLP, (302) 573-2540. Counsel to the Company
and the Board of Directors is Sarah Runnels Martin of Greenberg Traurig, LLP, (302) 661-7374.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amended and Restated Credit Agreement, dated as of December 19, 2025, by and among Perimeter Intermediate, LLC, as guarantor; Perimeter Holdings, LLC, as borrower; the other guarantors party thereto; the lenders, L/C issuers and swing line lender parties thereto; Morgan Stanley Senior Funding, Inc., as administrative agent; and Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA, Bank of America, N.A. and Wells Fargo Securities, LLC, as joint lead arrangers and bookrunning managers; and Bank of Montreal and HSBC Securities (USA) Inc., as co-documentation agents. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Perimeter
Solutions, Inc. |
| |
|
|
| Date:
December 29, 2025 |
By: |
/s/
Kyle Sable |
| |
|
Kyle
Sable |
| |
|
Chief
Financial Officer |
