Perimeter Solutions (NYSE: PRM) director awarded 5.58M shares in Rule 16b-3 grant

Rhea-AI Filing Summary

Perimeter Solutions, Inc. director William N. Thorndike Jr reported an exempt acquisition of 5,582,492 shares of common stock on March 3, 2026. The shares were acquired from the issuer at a stated price of $0.00 per share under a grant, award, or similar arrangement. Following this transaction, his directly held common stock increased to 9,185,656 shares. A footnote explains the acquisition is pursuant to Rule 16b-3(d) and is based on his membership interests in EverArc Founders, LLC.

Insights

Equity compensation and governance analyst

Large Rule 16b-3 equity award increases a Perimeter Solutions director’s direct holdings.

The filing shows director William N. Thorndike Jr received an exempt acquisition of 5,582,492 common shares from Perimeter Solutions, Inc. on March 3, 2026. The transaction is coded as a grant or award under Rule 16b-3(d), with a stated price of $0.00 per share, indicating non-cash equity compensation.

After this grant, his directly held common stock position rises to 9,185,656 shares. A footnote ties the award to his membership interests in EverArc Founders, LLC, clarifying the basis for the exempt acquisition. The economic and voting impact depends on the overall share base and any related governance arrangements, which are not detailed in this excerpt.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thorndike William N Jr

(Last) (First) (Middle)

C/O PERIMETER SOLUTIONS, INC.

8000 MARYLAND AVE., SUITE 350

(Street)

CLAYTON MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Perimeter Solutions, Inc. [ PRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		A(1)		5,582,492	A	$0	9,185,656	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an exempt acquisition from the issuer pursuant to Rule 16b-3(d) based on the Reporting Person's membership interests in EverArc Founders, LLC.

Remarks:

	/s/ Noriko Yokozuka, as Attorney-in-Fact	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Perimeter Solutions (PRM) director William N. Thorndike Jr report in this Form 4?

He reported an exempt acquisition of 5,582,492 shares of Perimeter Solutions common stock on March 3, 2026. The shares were granted by the issuer at a stated price of $0.00 per share under a Rule 16b-3(d) award arrangement.

How many Perimeter Solutions (PRM) shares does William N. Thorndike Jr hold after this transaction?

After the reported grant, he directly holds 9,185,656 shares of Perimeter Solutions common stock. This figure reflects the updated total ownership reported in the Form 4 following the 5,582,492-share exempt acquisition from the issuer on March 3, 2026.

What type of transaction is reported for Perimeter Solutions (PRM) in this Form 4?

The filing reports a grant, award, or other acquisition of common stock, coded "A" under Section 16 rules. It is classified as an exempt acquisition from the issuer under Rule 16b-3(d), rather than an open-market purchase or sale transaction.

Was cash paid for the Perimeter Solutions (PRM) shares acquired in this Form 4 filing?

No cash price is indicated, as the transaction lists a price per share of $0.00. This suggests the common stock was received as a non-cash equity grant or award from Perimeter Solutions, rather than purchased in a market transaction.

How is EverArc Founders, LLC related to the Perimeter Solutions (PRM) Form 4 transaction?

A footnote explains the acquisition "represents an exempt acquisition from the issuer pursuant to Rule 16b-3(d) based on the Reporting Person's membership interests in EverArc Founders, LLC." This describes the basis for the exempt treatment of the share grant.