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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): October 30, 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 2.02     Results of Operations and Financial Condition.
On October 30, 2025, Perimeter Solutions, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 2.02, 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 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
 
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: October 30, 2025
By: /s/ Kyle Sable
Kyle Sable
Chief Financial Officer






EX-99.1 2 prmearningspressreleaseq32.htm EX-99.1 Document
Exhibit 99.1
Perimeter Solutions Reports Third Quarter 2025 Financial Results
October 30, 2025
Third quarter Net Loss of $90.7M and Adjusted Net Income of $125.5M
Continued value driver execution drove third quarter Adjusted EBITDA of $186.3M
Third quarter Loss Per Diluted Share of $0.62 and Adjusted Earnings Per Diluted Share of $0.82
IMS add-on product lines acquired
Clayton, Missouri, October 30, 2025 – Perimeter Solutions, Inc. (NYSE: PRM) (“Perimeter,” “Perimeter Solutions,” or the “Company”), a leading global solutions provider for the Fire Safety and Specialty Products industries, today reported financial results for its third quarter ended September 30, 2025.
Third Quarter 2025 Results
•Net sales increased 9% to $315.4 million in the third quarter, as compared to $288.4 million in the prior-year quarter.
•Fire Safety net sales increased 9% to $273.4 million, as compared to $251.8 million in the prior year quarter.
•Specialty Products net sales increased 15% to $42.0 million, as compared to $36.6 million in the prior year quarter.
•Net loss during the third quarter was $90.7 million, or $0.62 loss per diluted share, as compared to net loss of $89.2 million, or $0.61 loss per diluted share in the prior year quarter.
•Third quarter non-GAAP adjusted earnings per diluted share was $0.82, as compared to non-GAAP adjusted earnings per diluted share of $0.75 in the prior year quarter.
•Adjusted EBITDA increased 9% to $186.3 million in the third quarter, as compared to $170.4 million in the prior year quarter.
•Fire Safety Segment Adjusted EBITDA increased 13% to $177.2 million, as compared to $157.5 million in the prior year quarter.
•Specialty Products Segment Adjusted EBITDA decreased 29% to $9.1 million, as compared to $12.9 million in the prior year quarter.
•Reconciliation tables for non-GAAP measures are available in the attached schedules.
Year-to Date 2025 Results
•Net sales increased 16% to $550.1 million during the year-to-date period, as compared to $474.7 million in the prior year period.
•Fire Safety net sales increased 15% to $430.8 million, as compared to $375.5 million in the prior year period.
•Specialty Products net sales increased 20% to $119.3 million, as compared to $99.2 million in the prior year period.
•Net loss during the year-to-date period was $66.1 million, or $0.45 loss per diluted share, as compared to a net loss of $150.1 million, or $1.03 loss per diluted share in the prior year period.
•Non-GAAP adjusted earnings per share during the year-to-date period was $1.24, as compared to non-GAAP adjusted earnings per share of $0.99 in the prior year period.
•Adjusted EBITDA increased 20% to $295.7 million in the year-to-date period, as compared to $247.4 million in the prior year period.







•Fire Safety Segment Adjusted EBITDA increased 24% to $265.0 million, as compared to $212.9 million in the prior year period.
•Specialty Products Segment Adjusted EBITDA decreased 11% to $30.8 million, as compared to $34.5 million in the prior year period.
•Reconciliation tables for non-GAAP measures are available in the attached schedules.
Capital Allocation
•On September 12, 2025, Perimeter’s Specialty Products segment acquired substantially all of the assets and technical data rights of certain product lines from a third party for a total purchase price of $12.0 million, incorporating the product lines into our IMS strategy.
•The Company invested $5.0 million in capital expenditures during the quarter ended September 30, 2025.







Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Thursday, October 30, 2025 to discuss financial results for the third quarter 2025. The conference call can be accessed by dialing (877) 407-9764 (toll-free) or (201) 689-8551 (toll).
The conference call will also be webcast simultaneously on Perimeter’s website (https://ir.perimeter-solutions.com), accessed under the Investor Relations page. The webcast link will be made available on the Company's website prior to the start of the call; go to the investor relations page of our website to the News & Events menu and click on “Events & Presentations.”
A slide presentation will also be available for reference during the conference call; go to the investor relations page of our website to the News & Events menu and click on “Events & Presentations.”
Following the live webcast, a replay will be available on the Company’s website. A telephonic replay will also be available approximately three hours after the call and can be accessed by dialing (877) 660-6853 (toll-free) or (201) 612-7415 (toll) and using Access ID “13754059”. The telephonic replay will be available until November 29, 2025 (11:59 p.m. ET).
About Perimeter Solutions
Perimeter Solutions is a leading global solutions provider for the Fire Safety and Specialty Products industries. The Company’s business is organized and managed in two reporting segments: Fire Safety and Specialty Products.
The Fire Safety segment is a formulator and manufacturer of fire management products that help our customers combat various types of fires, including wildland, structural, flammable liquids and other types of fires. Our Fire Safety segment also offers specialized equipment and services, typically in conjunction with our fire management products to support our customers’ firefighting operations. Our specialized equipment includes airbase retardant storage, mixing, and delivery equipment; mobile retardant bases; retardant ground application units; mobile foam equipment; and equipment that we custom design and manufacture to meet specific customer needs. Our service network can meet the emergency resupply needs of approximately 150 air tanker bases in North America, as well as many other customer locations globally. The segment is built on the premise of superior technology, exceptional responsiveness to our customers’ needs, and a “never-fail” service network. The segment sells products to government agencies and commercial customers around the world.
The Specialty Products segment includes operations that develop, produce and market products for non-fire safety markets. The Company’s largest end market application for our Specialty Products segment is Phosphorus Pentasulfide (“P2S5”) based lubricant additives. P2S5 is also used in pesticide and mining chemicals applications and emerging electric battery technologies. The Specialty Products segment also includes Intelligent Manufacturing Solutions (“IMS”), which is a manufacturer of electronic or electro-mechanical components of larger solutions. IMS has a flexible, vertically integrated production facility centered on its printed circuit board (“PCB”) line that allows it to acquire and produce a variety of product lines across a range of end markets, including large medical systems, communications infrastructure, energy infrastructure, defense systems, and industrial systems, with a substantial focus on aftermarket repair and replacement.
Forward-looking Information
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods.
Any such forward-looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Although Perimeter believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in any forward-looking statements, including the risk factors described from time to time by us in our filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.







Stockholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements.
Any forward-looking statement made by Perimeter in this press release speaks only as of the date on which it is made. Perimeter undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
SOURCE: Perimeter Solutions, Inc.
CONTACT: ir@perimeter-solutions.com







PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net sales $ 315,443  $ 288,417  $ 550,112  $ 474,737 
Cost of goods sold 116,334  107,195  221,354  199,546 
Gross profit 199,109  181,222  328,758  275,191 
Operating expenses:
Selling, general and administrative expense 23,477  18,520  55,743  45,888 
Amortization expense 15,199  13,765  43,902  41,291 
Founders advisory fees - related party 247,684  184,176  263,954  253,097 
Other operating expense 96  —  925  — 
Total operating expenses 286,456  216,461  364,524  340,276 
Operating loss (87,347) (35,239) (35,766) (65,085)
Other expense (income):
Interest expense, net 9,870  10,054  29,444  31,292 
Foreign currency loss (gain) (1,354) (3,249) 163 
Other (income) expense, net (73) 151  (142) 252 
Total other expense, net 9,803  8,851  26,053  31,707 
Loss before income taxes (97,150) (44,090) (61,819) (96,792)
Income tax benefit (expense) 6,490  (45,077) (4,316) (53,283)
Net loss (90,660) (89,167) (66,135) (150,075)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (2,327) 10,637  29,678  4,105 
Total comprehensive loss $ (92,987) $ (78,530) $ (36,457) $ (145,970)
(Loss) earnings per share:
Basic $ (0.62) $ (0.61) $ (0.45) $ (1.03)
Diluted $ (0.62) $ (0.61) $ (0.45) $ (1.03)
Weighted average number of shares outstanding:
Basic 146,803,539  145,222,189  147,923,437  145,247,477 
Diluted 146,803,539  145,222,189  147,923,437  145,247,477 








PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share data)

  September 30, 2025 December 31, 2024
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 340,647  $ 198,456 
Accounts receivable, net 106,688  56,048 
Inventories 130,139  116,347 
Prepaid expenses and other current assets 6,680  23,173 
Total current assets 584,154  394,024 
Property, plant and equipment, net 81,554  64,777 
Operating lease right-of-use assets 31,281  17,298 
Finance lease right-of-use assets 5,929  6,173 
Goodwill 1,053,778  1,034,543 
Customer lists, net 620,636  637,745 
Technology and patents, net 183,112  173,307 
Tradenames, net 84,466  87,365 
Other assets, net 529  1,162 
Total assets $ 2,645,439  $ 2,416,394 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 30,542  $ 23,519 
Accrued expenses and other current liabilities 71,875  30,450 
Founders advisory fees payable - related party 151,582  6,677 
Deferred revenue 9,647  1,842 
Total current liabilities 263,646  62,488 
Long-term debt, net 668,778  667,774 
Operating lease liabilities, net of current portion 28,824  15,540 
Finance lease liabilities, net of current portion 5,831  6,013 
Deferred income taxes 95,750  152,203 
Founders advisory fees payable - related party 352,455  240,083 
Preferred stock 113,416  109,966 
Preferred stock - related party 2,681  2,831 
Other non-current liabilities 2,710  2,226 
Total liabilities 1,534,091  1,259,124 
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value per share, 4,000,000,000 shares authorized; 173,301,872 and 169,426,114 shares issued; 147,923,716 and 147,822,633 shares outstanding at September 30, 2025 and December 31, 2024, respectively 17  17 
Treasury stock, at cost; 25,378,156 and 21,603,481 shares at September 30, 2025 and December 31, 2024, respectively (168,197) (127,827)
Additional paid-in capital 1,941,940  1,911,035 
Accumulated other comprehensive loss (9,554) (39,232)
Accumulated deficit (652,858) (586,723)
Total stockholders’ equity 1,111,348  1,157,270 
Total liabilities and stockholders’ equity $ 2,645,439  $ 2,416,394 







PERIMETER SOLUTIONS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Nine Months Ended September 30,
2025 2024
Cash flows from operating activities:
Net loss $ (66,135) $ (150,075)
Adjustments to reconcile net loss to net cash provided by operating activities:
Founders advisory fees - related party (change in fair value) 263,954  253,097 
Depreciation and amortization expense 53,610  49,215 
Interest and payment-in-kind on preferred stock 5,499  5,292 
Stock-based compensation 11,428  8,048 
Non-cash lease expense 4,841  3,875 
Deferred income taxes (58,172) 663 
Amortization of deferred financing costs 1,342  1,291 
Foreign currency (gain) loss (3,249) 163 
Loss on disposal of assets 10  13 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (48,962) (57,880)
Inventories 316  37,373 
Prepaid expenses and current other assets 5,460  1,571 
Accounts payable 6,639  1,375 
Deferred revenue 7,805  8,792 
Income taxes payable, net 33,049  21,510 
Accrued expenses and other current liabilities 13,136  16,151 
Founders advisory fees - related party (cash settled) (6,677) (2,702)
Operating lease liabilities (3,363) (2,426)
Finance lease liabilities (367) (374)
Other, net (615) (597)
Net cash provided by operating activities 219,549  194,375 
Cash flows from investing activities:
Purchase of property and equipment (22,599) (9,071)
Purchase of intangible assets (15,226) — 
Proceeds from short-term investments —  5,383 
Purchase of businesses, net of cash acquired (22,000) — 
Net cash used in investing activities (59,825) (3,688)
Cash flows from financing activities:
Common stock repurchased (40,370) — 
Ordinary shares repurchased —  (14,420)
Proceeds from exercises of options 19,477  — 
Principal payments on finance lease obligations (689) (544)
Net cash used in financing activities (21,582) (14,964)
Effect of foreign currency on cash and cash equivalents 4,049  54 
Net change in cash and cash equivalents 142,191  175,777 
Cash and cash equivalents, beginning of period 198,456  47,276 
Cash and cash equivalents, end of period $ 340,647  $ 223,053 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 19,870  $ 20,286 
Cash paid for income taxes $ 28,237  $ 31,414 








Non-GAAP Financial Metrics

The Company provides non-GAAP financial measures for Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings Per Share data as supplemental information regarding the Company’s business performance. The Company believes that these non-GAAP financial measures are useful to investors because they provide investors with a better understanding of the Company’s past financial performance and future results. The Company’s management uses these non-GAAP financial measures when it internally evaluates the performance of its business and makes operating decisions, including internal operating budgeting, performance measurement, and discretionary compensation.

Adjusted EBITDA

Adjusted EBITDA is defined as (loss) income before income taxes plus net interest and other financing expenses, and depreciation and amortization, adjusted on a consistent basis for certain non-recurring, unusual or non-operational items. These items include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense and (v) foreign currency loss (gain). To supplement the Company’s condensed consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of Adjusted EBITDA, which is a non-GAAP measure used by the Company's management and by external users of Perimeter’s financial statements, such as debt and equity investors, commercial banks and others, to assess the Company’s operating performance as compared to that of other companies, without regard to financing methods, capital structure or historical cost basis. Adjusted EBITDA should not be considered an alternative to net (loss) income, operating (loss) income, cash flows provided by operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP (in thousands).


(Unaudited) Three Months Ended September 30, 2025 Three Months Ended September 30, 2024
Fire Safety Specialty
Products
Total Fire Safety Specialty
Products
Total
Loss before income taxes $ (62,022) $ (35,128) $ (97,150) $ (27,398) $ (16,692) $ (44,090)
Depreciation and amortization 14,433  4,360  18,793  12,819  3,625  16,444 
Interest and financing expense 5,956  3,914  9,870  9,848  206  10,054 
Founders advisory fees - related party 213,008  34,676  247,684  158,391  25,785  184,176 
Non-recurring expenses (1)
557  562  1,427  407  1,834 
Acquisition costs 31  33  —  —  — 
Stock-based compensation expense 5,234  1,285  6,519  2,297  1,015  3,312 
Foreign currency loss (gain) 42  (36) 95  (1,449) (1,354)
Adjusted EBITDA $ 177,210  $ 9,107  $ 186,317  $ 157,479  $ 12,897  $ 170,376 

(1) For the three months ended September 30, 2025, $0.6 million was related to restructuring and other non-recurring costs. For the three months ended September 30, 2024, $1.7 million was related to the redomiciliation of the Company from Luxembourg to Delaware (the “Redomiciliation Transaction”) and other non-recurring Luxembourg related costs, and $0.1 million was related to other non-recurring costs.

(Unaudited) Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024
Fire Safety Specialty
Products
Total Fire Safety Specialty
Products
Total
Loss before income taxes $ (30,212) $ (31,607) $ (61,819) $ (81,432) $ (15,360) $ (96,792)
Depreciation and amortization 40,818  12,792  53,610  38,507  10,708  49,215 
Interest and financing expense 18,090  11,354  29,444  29,860  1,432  31,292 
Founders advisory fees - related party 227,000  36,954  263,954  217,663  35,434  253,097 
Non-recurring expenses (1)
818  690  1,508  1,816  581  2,397 
Acquisition costs 98  764  862  —  —  — 
Stock-based compensation expense 8,817  2,611  11,428  5,813  2,235  8,048 
Foreign currency (gain) loss (475) (2,774) (3,249) 650  (487) 163 
Adjusted EBITDA $ 264,954  $ 30,784  $ 295,738  $ 212,877  $ 34,543  $ 247,420 

(1) For the nine months ended September 30, 2025, $0.4 million was related to the Redomiciliation Transaction and $1.1 million was related to restructuring and other non-recurring costs. For the nine months ended September 30, 2024, $2.2 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.2 million was related to other non-recurring costs.







Adjusted Net Income and Adjusted Earnings Per Share

The computation of Adjusted Earnings Per Share (“Adjusted EPS”) is defined as Adjusted Net Income divided by adjusted diluted shares. Adjusted Net Income is defined as net (loss) income plus amortization, certain non-recurring, unusual or non-operational items, and the tax impact of these non-GAAP adjustments. These adjustments include (i) restructuring, (ii) acquisition related costs, (iii) founder advisory fee expenses, (iv) stock-based compensation expense and (v) foreign currency loss (gain). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options and warrants excluded under U.S. GAAP due to a net loss, less dilution related to founders advisory fees. To supplement the Company’s condensed consolidated financial statements presented in accordance with U.S. GAAP, Perimeter is providing a summary to show the computations of Adjusted Net Income and Adjusted EPS, which are non-GAAP measures used by the Company's management and by external users of Perimeter’s financial statements, such as debt and equity investors, commercial banks and others, to assess the Company's operating performance as compared to that of other companies, without regard to financing methods, capital structure or historical cost basis. Adjusted EPS and Adjusted Net Income should not be considered alternatives to GAAP (loss) earnings per share (“GAAP EPS”), net (loss) income, operating (loss) income, cash flows provided by operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP (in thousands, except share and per share data).

(Unaudited) Three Months Ended September 30,
2025 2024
GAAP net loss $ (90,660) $ (89,167)
Adjustments:
Amortization 15,199  13,765 
Founders advisory fees - related party 247,684  184,176 
Non-recurring expenses (1)
562  1,834 
Acquisition costs 33  — 
Stock-based compensation expense 6,519  3,312 
Foreign currency loss (gain) (1,354)
Tax impact of non-GAAP adjustments (2)
(53,796) (1,947)
Adjusted Net Income $ 125,547  $ 110,619 
Shares used in computing GAAP Earnings Per Share (diluted) 146,803,539  145,222,189 
Options (3)
6,856,989  1,540,658 
Shares underlying Founders fixed advisory fees (4)
—  — 
Shares underlying Founders variable advisory fees (5)
—  — 
Shares used in computing Adjusted Earnings Per Share (diluted) 153,660,528  146,762,847 
GAAP (Loss) Earnings Per Share (diluted) $ (0.62) $ (0.61)
Adjusted Earnings Per Share (diluted) $ 0.82  $ 0.75 
____________________
(1) For the three months ended September 30, 2025, $0.6 million was related to restructuring and other non-recurring costs. For the three months ended September 30, 2024, $1.7 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.1 million was related to other non-recurring costs.
(2) The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3) The Company adds back the dilutive impact of options if amounts were excluded for purposes of GAAP EPS due to a GAAP net loss during the period.
(4) As of September 30, 2025, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee.
(5) Based on period end market prices as of September 30, 2025, a maximum of 10.7 million shares were issuable within 12 months under the Founders variable advisory fee.








(Unaudited) Nine Months Ended September 30,
2025 2024
GAAP net loss $ (66,135) $ (150,075)
Adjustments:
Amortization 43,902  41,291 
Founders advisory fees - related party 263,954  253,097 
Non-recurring expenses (1)
1,508  2,397 
Acquisition costs 862  — 
Stock-based compensation expense 11,428  8,048 
Foreign currency (gain) loss (3,249) 163 
Tax impact of non-GAAP adjustments (2)
(65,490) (10,579)
Adjusted net income $ 186,780  $ 144,342 
Shares used in computing GAAP Earnings Per Share (diluted) 147,923,437  145,247,477 
Options (3)
3,077,983  513,553 
Shares underlying Founders fixed advisory fees (4)
—  — 
Shares underlying Founders variable advisory fees (5)
—  — 
Shares used in computing Adjusted Earnings Per Share (diluted) 151,001,420  145,761,030 
GAAP (Loss) Earnings Per Share (diluted) $ (0.45) $ (1.03)
Adjusted Earnings Per Share (diluted) $ 1.24  $ 0.99 
____________________
(1) For the nine months ended September 30, 2025, $0.4 million was related to the Redomiciliation Transaction, and $1.1 million was related to restructuring and other non-recurring costs. For the nine months ended September 30, 2024, $2.2 million was related to the Redomiciliation Transaction and other non-recurring Luxembourg related costs, and $0.2 million was related to other non-recurring costs.
(2) The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(3) The Company adds back the dilutive impact of options if amounts were excluded for purposes of GAAP EPS due to GAAP net loss during the period.
(4) As of September 30, 2025, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee.
(5) Based on period end market prices as of September 30, 2025, a maximum of 10.7 million shares were issuable within 12 months under the Founders variable advisory fee.