Perimeter Solutions (NYSE: PRM) plans $685M cash acquisition of MMT by Q1 2026

Rhea-AI Filing Summary

Perimeter Solutions, Inc. announced that its wholly owned subsidiary agreed to acquire all outstanding capital stock of Thunderbird Midco, LLC and its subsidiaries (“MMT”) for $685 million in cash, subject to customary purchase price adjustments. The company plans to fund the deal with a combination of cash on hand and new secured debt financing.

The acquisition is conditioned on antitrust clearance under the Hart-Scott-Rodino Act, the absence of legal restraints, the accuracy of representations and warranties, performance of covenants, and no material adverse effect on MMT. Either side may terminate the agreement under specified conditions, including if closing does not occur within 120 days, subject to agreed extensions. Closing is expected in the first quarter of 2026, assuming all conditions are satisfied or waived.

Insights

M&A and capital structure analyst

Perimeter plans a debt-assisted $685M acquisition that could reshape its business mix and leverage profile.

Perimeter Solutions is committing to acquire all equity of Thunderbird Midco, LLC (MMT) for $685 million in cash. This is a sizeable, single-target transaction executed through a wholly owned subsidiary, suggesting a focused strategic move rather than a minor bolt-on. The agreement uses standard tools like representations, warranties, covenants, and indemnities to allocate risk between buyer and sellers.

The company expects to fund the price with both cash on hand and new secured debt financing. This means future leverage and interest expense will depend on the final debt mix and terms, which are not detailed here. The closing is conditioned on Hart-Scott-Rodino antitrust clearance, the absence of legal restraints, and no material adverse effect on MMT, so regulatory or business changes could still affect completion.

The agreement allows termination if closing has not occurred within 120 days, subject to extension as specified, or if certain breaches or final legal restraints arise. The parties currently expect the deal to close in Q1 2026, but the actual timing and financial impact will ultimately depend on meeting these conditions and how the acquired business performs once consolidated.

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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 9, 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.

Stock Purchase Agreement

On December 9, 2025, Perimeter Solutions North America, Inc., a Delaware corporation (the “Buyer”), a wholly-owned subsidiary of Perimeter Solutions, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among the Buyer, the Company, Thunderbird Midco, LLC, a Delaware limited liability company, and its subsidiaries (“MMT”), the equity holders of MMT (the “Sellers”), and certain other parties thereto pursuant to which the Buyer will acquire all of the outstanding capital stock of MMT from the Sellers for $685 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement (the “Acquisition”).

The Acquisition is subject to various closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any legal restraint preventing the consummation of the Acquisition or any transactions contemplated thereby, (iii) the accuracy of each party’s representations and warranties (subject to materiality qualifiers) and performance by the parties of their respective obligations under the Purchase Agreement, (iv) the absence of a material adverse effect on MMT and (v) the satisfaction of other conditions customary for a transaction of this type.

The Purchase Agreement contains certain termination rights for the Buyer and the Sellers, including if (i) the Closing does

not occur within 120 days, subject to extension in accordance with the terms of the Purchase Agreement, (ii) the other party breaches any of its representations, warranties or covenants (subject to materiality thresholds and cure periods) or (iii) a legal restraint preventing the Acquisition has become final and nonappealable.

The Purchase Agreement contains customary representations, warranties and covenants of the Buyer, the Company, MMT and the Sellers, which shall survive the Closing. Buyer and the Sellers have agreed to indemnify each other for certain breaches of representations, warranties and covenants.

The Company expects to use cash on hand and new secured debt financing to fund the Acquisition. Subject to the satisfaction or waiver of customary closing conditions, the Transaction is expected to close in the first quarter of 2026.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

The Purchase Agreement will be included to provide investors and security holders with information regarding its terms. It is not intended to provide any financial or other information about the Sellers, MMT, the Company or their respective subsidiaries and affiliates. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules provided by each party in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties rather than establishing certain matters as facts. The Company’s investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Sellers, MMT, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 7.01     Regulation FD Disclosure.

On December 10, 2025, the Company issued a press release relating to the Acquisition described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On December 10, 2025, the Company posted an investor presentation relating to the Acquisition. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 in the investor relations section of its website and the press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit 99.2 relating to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished as part of this Current Report on Form 8-K.

Exhibit No.						Description
99.1						Press release issued by Perimeter Solutions, Inc. on December 10, 2025.
99.2						Investor Presentation posted by Perimeter Solutions, Inc. on December 10, 2025.
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 10, 2025			By:			/s/ Kyle Sable
						Kyle Sable
						Chief Financial Officer

FAQ

What major transaction did Perimeter Solutions (PRM) announce in this 8-K?

Perimeter Solutions disclosed that its subsidiary agreed to acquire all of the outstanding capital stock of Thunderbird Midco, LLC and its subsidiaries (MMT) in a cash transaction.

What is the purchase price Perimeter Solutions (PRM) will pay for MMT?

The buyer will acquire MMT for $685 million in cash, subject to customary purchase price adjustments described in the Securities Purchase Agreement.

How does Perimeter Solutions (PRM) plan to finance the $685 million MMT acquisition?

The company expects to use a combination of cash on hand and new secured debt financing to fund the $685 million cash purchase price.

What conditions must be satisfied before Perimeter Solutions (PRM) can close the MMT acquisition?

Closing is subject to Hart-Scott-Rodino antitrust waiting period expiration or termination, no legal restraints, accuracy of representations and warranties, performance of covenants, absence of a material adverse effect on MMT, and other customary closing conditions.

When is the Perimeter Solutions (PRM) acquisition of MMT expected to close?

Subject to the satisfaction or waiver of the stated closing conditions, the transaction is expected to close in the first quarter of 2026.

Can the Perimeter Solutions (PRM) and MMT acquisition agreement be terminated?

Yes. The agreement includes termination rights, including if closing does not occur within 120 days (subject to extension), if a party materially breaches specified obligations, or if a legal restraint preventing the deal becomes final and nonappealable.

What additional information about the Perimeter Solutions (PRM) MMT acquisition was made available to investors?

Perimeter Solutions issued a press release and posted an investor presentation about the acquisition, furnished as Exhibits 99.1 and 99.2, and plans to file the full Purchase Agreement with its Form 10-K for the year ending December 31, 2025.