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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): January 22, 2026
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
7.01 | Regulation
FD Disclosure. |
On
January 22, 2026, Perimeter Solutions, Inc. (the “Company”) issued a press release announcing the completion of the transaction
described in Item 8.01 below, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Stock
Purchase Agreement
As
previously disclosed, on December 9, 2025, Perimeter Solutions North America, Inc., a Delaware corporation (the “Buyer”)
and a wholly-owned subsidiary of 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 agreed to 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”).
On
January 22, 2026, the Company completed the Acquisition pursuant to the Purchase Agreement (the “Closing”), and the Buyer
acquired all of the outstanding capital stock of MMT in exchange for the cash consideration described above.
The
Purchase Agreement contains customary representations, warranties and covenants of the Buyer, the Company, MMT and the Sellers. The Company
financed the Acquisition with cash on hand and the proceeds of the senior secured notes offering which closed on January 2, 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 is filed as Exhibit 2.1 to this Current Report on Form 8-K
The
Purchase Agreement is 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
9.01 | Financial
Statements and Exhibits |
The
following exhibits are being furnished as part of this Current Report on Form 8-K.
Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Securities Purchase Agreement, dated as of December 9, 2025, by and among Thunderbird Topco, L.P., Thunderbird Midco, LLC, Perimeter Solutions, Inc. and Perimeter Solutions North America, Inc. |
| 99.1 |
|
Press release issued by Perimeter Solutions, Inc. on January 22, 2026. |
| 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:
January 22, 2026 |
By: |
/s/
Kyle Sable |
| |
|
Kyle
Sable |
| |
|
Chief
Financial Officer |
