Perimeter Solutions Insider Gains 746k Shares in Zero-Cost Transfer

Rhea-AI Filing Summary

Form 4 filing overview: Director William N. Thorndike Jr. reported a change in his beneficial ownership of Perimeter Solutions, Inc. (ticker PRM) common stock on 06/20/2025. The transaction is coded “J(1),” indicating other acquisition circumstances rather than an open-market trade. Specifically, 746,767 shares were acquired at a reported price of $0, reflecting a pro-rata distribution from EverArc Founders, LLC to its members.

Post-transaction position: Following the distribution, Mr. Thorndike directly holds 4,276,849 PRM common shares. No derivative securities were reported, and there is no change in indirect ownership disclosed.

Key implications: • The $0 consideration confirms the event is an internal equity transfer, not a market purchase or sale. • The director’s enlarged direct stake may align his incentives more closely with shareholder interests, but it does not inject new capital into the company or alter the overall share count. • Because the transaction stems from an LLC distribution, it is generally viewed as neutral to the company’s fundamentals and liquidity.

Insights

Securities Analyst

TL;DR – Internal share transfer; neutral to PRM’s fundamentals.

The Form 4 shows 746,767 PRM shares moving to Director William Thorndike via an EverArc Founders, LLC distribution. The $0 price and code “J” confirm no cash flow or market buying/selling. Post-event ownership rises to 4.28 million shares, reinforcing insider alignment but not affecting valuation metrics, EPS, or float materially. Given the absence of derivatives, leverage, or 10b5-1 plan activity, the filing is routine housekeeping with negligible market impact.

Corporate Governance Expert

TL;DR – Larger direct stake boosts alignment; governance impact modest.

Equity distributed from EverArc Founders converts indirect ownership to direct, enhancing transparency in reporting. While greater direct holdings can positively influence board oversight quality, the transaction neither signals insider buying enthusiasm nor raises conflicts. No red flags such as late filing or complex derivative structures appear. Overall governance implications are benign, keeping the impact classification neutral.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
06/20/2025

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	06/20/2025		J(1)		746,767	A	$0	4,276,849	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 a pro rata distribution from EverArc Founders, LLC to its members.

Remarks:

	/s/ Noriko Yokozuka, as Attorney-in-Fact	06/24/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many PRM shares did Director William Thorndike acquire in the Form 4?

He received 746,767 common shares through an internal LLC distribution.

What is William Thorndike’s total direct ownership in PRM after this transaction?

His direct stake increased to 4,276,849 common shares.

Did the director pay for the shares reported in the Form 4?

No. The shares were acquired at $0 cost, reflecting a pro-rata distribution.

Does this Form 4 indicate open-market buying or selling of PRM stock?

No. The transaction code “J” denotes an internal transfer, not a market trade.

Is there any change to Perimeter Solutions’ outstanding share count?

The filing does not imply new issuance or repurchase; it simply redistributes existing shares.