Perimeter director gets 5,582,492 shares, makes gift

Perimeter Solutions director W. Nicholas Howley reported two stock transactions.

Rhea-AI Filing Summary

Perimeter Solutions director W. Nicholas Howley reported two stock transactions. On March 3, 2026, he acquired 5,582,492 shares of Perimeter Solutions, Inc. common stock in an exempt transaction from the issuer under Rule 16b-3(d), based on his membership interests in EverArc Founders, LLC.

On the same date, he disposed of 1,101,852 shares through a bona fide gift to a 501(c)(3) nonprofit organization in an exempt transaction under Rule 16b-5. After these transactions, he directly owned 5,086,840 shares of common stock.

Insider Trade Summary

1,101,852 shares gifted

Gift 2 txns

Insider Howley W Nicholas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,582,492	$0.00	$0.00
Gift	Common Stock	1,101,852	$0.00	$0.00

Holdings After Transaction: Common Stock — 5,086,840 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. The Reporting Person gifted these shares to a 501(c)(3) nonprofit organization in an exempt transaction pursuant to Rule 16b-5.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PRM director W. Nicholas Howley report?

He reported one large acquisition and one disposition of Perimeter Solutions common stock. He acquired 5,582,492 shares from the issuer in an exempt grant, then made a bona fide gift of 1,101,852 shares to a 501(c)(3) nonprofit organization.

How many Perimeter Solutions (PRM) shares did the director acquire?

He acquired 5,582,492 shares of Perimeter Solutions, Inc. common stock. The acquisition was exempt under SEC Rule 16b-3(d) and was made from the issuer, based on his membership interests in EverArc Founders, LLC as described in the filing footnote.

What was the nature of the PRM shares disposed of by the director?

He disposed of 1,101,852 shares of Perimeter Solutions common stock. The transaction was a bona fide gift to a 501(c)(3) nonprofit organization and was treated as an exempt disposition under SEC Rule 16b-5 according to the filing footnote.

How many Perimeter Solutions (PRM) shares does the director own after these transactions?

After the reported transactions, he directly owns 5,086,840 shares of Perimeter Solutions common stock. This total reflects the exempt acquisition of 5,582,492 shares and the subsequent bona fide gift of 1,101,852 shares recorded in the same Form 4 filing.

Were the PRM insider transactions open-market buys or sells?

No, both transactions were exempt from typical buy-sell characterization. The acquisition was an exempt grant from the issuer under Rule 16b-3(d), and the disposition was a bona fide gift to a 501(c)(3) nonprofit under Rule 16b-5, not an open-market trade.

What do the Form 4 footnotes say about the PRM stock grant?

The footnotes state the 5,582,492-share acquisition represents an exempt transaction from the issuer under Rule 16b-3(d), based on the reporting person’s membership interests in EverArc Founders, LLC, clarifying the basis for the large stock grant recorded on March 3, 2026.

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Accepted by SEC EDGAR 03/05/2026 - 07:02 PM EST Learn about SEC filing dates

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^*

Howley W Nicholas

(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	6,188,692	D
Common Stock	03/03/2026		G(2)		1,101,852	D	$0	5,086,840	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.

2. The Reporting Person gifted these shares to a 501(c)(3) nonprofit organization in an exempt transaction pursuant to Rule 16b-5.

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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