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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): July 31, 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 2.02     Results of Operations and Financial Condition.
On July 31, 2026, Perimeter Solutions, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended June 30, 2026. 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: July 31, 2026
 By: /s/ Kyle Sable
Kyle Sable
Chief Financial Officer






EX-99.1 2 prmearningspressreleaseq22.htm EX-99.1 Document
Exhibit 99.1
Perimeter Solutions Reports Second Quarter 2026 Financial Results
July 31, 2026
Second quarter Net Loss of $181.6M and Adjusted Net Income of $59.6M
Continued Value Driver execution and recent acquisitions drove second quarter Adjusted EBITDA of $105.6M
Second quarter Loss Per Diluted Share of $1.11 and Adjusted Earnings Per Diluted Share of $0.35
Acquired Monaco Enterprises, a leading provider of proprietary, mission-critical life safety and emergency management systems for U.S. government facilities
Clayton, Missouri, July 31, 2026 – Perimeter Solutions, Inc. (NYSE: PRM) (“Perimeter,” “Perimeter Solutions,” or the “Company”), a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications, today reported financial results for its second quarter ended June 30, 2026.
Second Quarter 2026 Results
•Net sales increased 31% to $213.8 million in the second quarter, as compared to $162.6 million in the prior year quarter.
•Fire Safety net sales increased 7% to $129.1 million, as compared to $120.3 million in the prior year quarter.
•Specialty Products net sales increased 100% to $84.7 million, as compared to $42.4 million in the prior year quarter.
•Net loss during the second quarter was $181.6 million, or $1.11 loss per diluted share, as compared to a net loss of $32.2 million, or $0.22 loss per diluted share in the prior year quarter.
•Second quarter non-GAAP adjusted earnings per diluted share was $0.35, as compared to non-GAAP adjusted earnings per diluted share of $0.39 in the prior year quarter.
•Adjusted EBITDA increased 16% to $105.6 million in the second quarter, as compared to $91.3 million in the prior year quarter.
•Fire Safety Segment Adjusted EBITDA increased 1% to $78.8 million, as compared to $77.7 million in the prior year quarter.
•Specialty Products Segment Adjusted EBITDA increased 96% to $26.8 million, as compared to $13.7 million in the prior year quarter.
•Reconciliation tables for non-GAAP measures are available in the attached schedules.
Year-to-Date 2026 Results
•Net sales increased 44% to $338.9 million during the year-to-date period, as compared to $234.7 million in the prior year period.
•Fire Safety net sales increased 11% to $174.5 million, as compared to $157.4 million in the prior year period.
•Specialty Products net sales increased 113% to $164.4 million, as compared to $77.2 million in the prior year period.
•Net loss during the year-to-date period was $108.7 million, or $0.69 loss per diluted share, as compared to net income of $24.5 million, or $0.16 earnings per diluted share in the prior year period.
•Non-GAAP adjusted earnings per diluted share was $0.41 for both the year-to-date period and the prior year period.






•Adjusted EBITDA increased 34% to $146.7 million in the year-to-date period, as compared to $109.4 million in the prior year period.
•Fire Safety Segment Adjusted EBITDA increased 11% to $97.5 million, as compared to $87.7 million in the prior year period.
•Specialty Products Segment Adjusted EBITDA increased 127% to $49.3 million, as compared to $21.7 million in the prior year period.
•Reconciliation tables for non-GAAP measures are available in the attached schedules.
Capital Allocation
•On July 30, 2026, the Company acquired the outstanding capital stock of Monaco Enterprises, Inc. (“Monaco”) for a total cash purchase price, net of cash acquired of $120.0 million which was funded with cash on hand and proceeds from existing credit facilities. The Company expects Monaco to contribute more than $11 million of annualized Adjusted EBITDA, corresponding to a purchase multiple of approximately 10.5x enterprise value to Adjusted EBITDA. Monaco is included within the Fire Safety segment. EC M&A served as the exclusive financial adviser to Perimeter Solutions, while William Blair & Company, L.L.C. served as the exclusive adviser to Monaco Enterprises.
•The Company invested $12.7 million in capital expenditures during the quarter ended June 30, 2026.






Conference Call and Webcast
As previously announced, Perimeter Solutions management will hold a conference call at 8:30 a.m. ET on Friday, July 31, 2026 to discuss financial results for the second quarter 2026. 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 “13758350”. The telephonic replay will be available until August 31, 2026 (11:59 p.m. ET).
About Perimeter Solutions
Perimeter Solutions (NYSE: PRM) is a leading provider of industrial products and services that support critical and complex customer missions across a range of niche applications. Perimeter’s focus on superior customer service, paired with our Value Driver-focused operating strategy, decentralized operating model, and focus on driving value via capital allocation and capital structure management, fulfills our dual mandate: to serve customers and create value for stockholders. Perimeter is comprised of two segments, Fire Safety, including fire retardants and fire suppressants, and Specialty Products, which currently spans lubricant additives, electronic and electro-mechanical components, and highly engineered machinery for the medical device industry. Perimeter expects to continue expanding its portfolio through organic growth and value creating acquisitions.
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, 2025. 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.
The Company has not provided a GAAP reconciliation of Monaco’s expected contribution to annualized adjusted EBITDA, which is a forward-looking statement, in this press release as a result of the uncertainty regarding, and the potential variability of, reconciling items. Accordingly, a reconciliation of this non-GAAP measure to its corresponding GAAP equivalent is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results.
SOURCE: Perimeter Solutions, Inc.
CONTACT: ir@perimeter-solutions.com






PERIMETER SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
In Thousands, except per share data 2026 2025 2026 2025
Net sales $ 213,810  $ 162,639  $ 338,879  $ 234,669 
Cost of goods sold 95,942  61,143  170,224  105,020 
Gross profit 117,868  101,496  168,655  129,649 
Operating expenses:
Selling, general and administrative expense 26,993  15,967  50,054  32,266 
Amortization expense 24,025  14,604  46,624  28,703 
Founders advisory fees - related party 266,255  96,883  189,877  16,270 
Other operating expense 3,614  268  12,632  829 
Total operating expenses 320,887  127,722  299,187  78,068 
Operating (loss) income (203,019) (26,226) (130,532) 51,581 
Other expense (income):
Interest expense, net 19,593  9,930  43,949  19,574 
Foreign currency gain (1,203) (2,096) (2,554) (3,255)
Other expense (income), net 27  (212) (337) (69)
Total other expense, net 18,417  7,622  41,058  16,250 
(Loss) income before income taxes (221,436) (33,848) (171,590) 35,331 
Income tax benefit (expense) 39,801  1,687  62,891  (10,806)
Net (loss) income (181,635) (32,161) (108,699) 24,525 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (9,132) 24,120  (15,698) 32,005 
Total comprehensive (loss) income $ (190,767) $ (8,041) $ (124,397) $ 56,530 
(Loss) earnings per share:
Basic $ (1.11) $ (0.22) $ (0.69) $ 0.17 
Diluted $ (1.11) $ (0.22) $ (0.69) $ 0.16 
Weighted average number of shares outstanding:
Basic 163,410,894  147,055,804  158,663,642  147,779,470 
Diluted 163,410,894  147,055,804  158,663,642  156,039,133 







PERIMETER SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


 In Thousands, except per share data June 30, 2026 December 31, 2025
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 82,776  $ 325,927 
Accounts receivable, net 158,095  64,363 
Inventories 203,265  139,634 
Prepaid expenses and other current assets 52,252  34,049 
Total current assets 496,388  563,973 
Property, plant and equipment, net 109,215  85,138 
Operating lease right-of-use assets 41,351  30,152 
Finance lease right-of-use assets 5,223  5,713 
Goodwill 1,365,724  1,065,211 
Customer lists, net 904,934  628,189 
Technology and patents, net 195,537  184,804 
Tradenames, net 123,064  86,330 
Other assets, net 3,322  3,497 
Total assets $ 3,244,758  $ 2,653,007 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 44,967  $ 30,301 
Accrued expenses and other current liabilities 67,062  47,212 
Founders advisory fees payable - related party 177,957  95,726 
Deferred revenue 26,413  1,879 
Total current liabilities 316,399  175,118 
Long-term debt, net 1,210,247  669,122 
Operating lease liabilities, net of current portion 36,370  27,860 
Finance lease liabilities, net of current portion 5,367  5,694 
Deferred income taxes 77,997  80,410 
Founders advisory fees payable - related party 452,617  440,697 
Preferred stock 118,962  115,904 
Preferred stock - related party 520  1,293 
Other non-current liabilities 4,661  3,590 
Total liabilities 2,223,140  1,519,688 
Equity:
Common stock, $0.0001 par value per share 19  17 
Treasury stock, at cost (168,197) (168,197)
Additional paid-in capital 2,113,652  2,100,958 
Accumulated other comprehensive loss (22,068) (6,370)
Accumulated deficit (901,788) (793,089)
Total equity 1,021,618  1,133,319 
Total liabilities and equity $ 3,244,758  $ 2,653,007 






PERIMETER SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
In Thousands 2026 2025
Cash flows from operating activities:
Net (loss) income $ (108,699) $ 24,525 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Founders advisory fees - related party (change in fair value) 189,877  16,270 
Depreciation and amortization expense 56,047  34,817 
Interest and payment-in-kind on preferred stock 3,809  3,666 
Stock-based compensation 5,490  4,909 
Non-cash lease expense 5,283  2,913 
Deferred income taxes (73,319) (11,293)
Amortization of deferred financing costs 1,347  890 
Foreign currency gain (2,554) (3,255)
Loss on disposal of assets 17  6 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (69,451) (63,460)
Inventories (15,856) (21,834)
Prepaid expenses and current other assets (21,335) 4,687 
Accounts payable 7,281  12,003 
Deferred revenue 23,275  18,340 
Income taxes payable, net 2,721  7,962 
Accrued expenses and other current liabilities 5,105  (763)
Founders advisory fees - related party (cash settled) (95,726) (6,677)
Operating lease liabilities (4,085) (1,998)
Finance lease liabilities (236) (251)
Other, net 1,394  (563)
Net cash (used in) provided by operating activities (89,615) 20,894 
Cash flows from investing activities:
Purchase of property and equipment (18,526) (17,577)
Purchase of intangible assets —  (15,226)
Purchase of businesses, net of cash acquired (682,294) (10,000)
Net cash used in investing activities (700,820) (42,803)
Cash flows from financing activities:
Common stock repurchased —  (40,370)
Proceeds from exercises of options 7,648  292 
Principal payments on finance lease obligations (379) (482)
Proceeds from issuance of long-term debt 550,000  — 
Payment of debt issuance costs (10,057) — 
Net cash provided by (used in) financing activities 547,212  (40,560)
Effect of foreign currency on cash and cash equivalents 72  4,671 
Net change in cash and cash equivalents (243,151) (57,798)
Cash and cash equivalents, beginning of period 325,927  198,456 
Cash and cash equivalents, end of period $ 82,776  $ 140,658 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 19,573  $ 19,698 
Cash paid for income taxes $ 5,647  $ 12,844 






Non-GAAP Financial Metrics

The Company provides non-GAAP financial measures for Adjusted EBITDA, Segment 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 and Segment Adjusted EBITDA

Adjusted EBITDA and Segment Adjusted EBITDA are defined as income (loss) 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, (v) purchase accounting impact - inventory step up and (vi) 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 and Segment Adjusted EBITDA, 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 EBITDA and Segment Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP.


(Unaudited) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
In Thousands Fire Safety Specialty
Products		 Total Fire Safety Specialty
Products		 Total
Loss before income taxes $ (179,329) $ (42,107) $ (221,436) $ (27,068) $ (6,780) $ (33,848)
Depreciation and amortization 14,258  14,650  28,908  13,620  4,304  17,924 
Interest and financing expense 8,594  10,999  19,593  6,180  3,750  9,930 
Founders advisory fees - related party 233,180  33,075  266,255  83,319  13,564  96,883 
Non-recurring expenses (1)
1,217  1,326  2,543  27  13  40 
Acquisition costs —  3,558  3,558  96  171  267 
Stock-based compensation expense 2,009  883  2,892  2,007  231  2,238 
Purchase accounting impact - inventory step up (2)
—  4,480  4,480  —  —  — 
Foreign currency (gain) loss (1,170) (33) (1,203) (522) (1,574) (2,096)
Segment Adjusted EBITDA $ 78,759  $ 26,831  $ 105,590  $ 77,659  $ 13,679  $ 91,338 
(1)
For the three months ended June 30, 2026, $1.4 million was related to restructuring and other non-recurring costs and $1.1 million was related to litigation costs arising from a contractual dispute regarding control of the P2S5 facility, which is currently operated by Flexsys Chemical Company. For the three months ended June 30, 2025, $0.1 million was related to restructuring and other non-recurring costs.

(2) For the three months ended June 30, 2026, $4.5 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis.







(Unaudited) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
In Thousands Fire Safety Specialty
Products		 Total Fire Safety Specialty
Products		 Total
(Loss) income before income taxes $ (117,202) $ (54,388) $ (171,590) $ 31,810  $ 3,521  $ 35,331 
Depreciation and amortization 28,750  27,297  56,047  26,385  8,432  34,817 
Interest and financing expense 19,049  24,900  43,949  12,134  7,440  19,574 
Founders advisory fees - related party 166,290  23,587  189,877  13,992  2,278  16,270 
Non-recurring expenses (1)
1,349  1,585  2,934  261  686  947 
Acquisition costs 10  12,516  12,526  96  732  828 
Stock-based compensation expense 2,725  2,765  5,490  3,583  1,326  4,909 
Purchase accounting impact - inventory step up (2)
—  10,070  10,070  —  —  — 
Foreign currency (gain) loss (3,521) 967  (2,554) (517) (2,738) (3,255)
Segment Adjusted EBITDA $ 97,450  $ 49,299  $ 146,749  $ 87,744  $ 21,677  $ 109,421 
(1)
For the six months ended June 30, 2026, $1.5 million was related to restructuring and other non-recurring costs and $1.4 million was related to litigation costs arising from a contractual dispute regarding control of the P2S5 facility, which is currently operated by Flexsys Chemical Company. For the six months ended June 30, 2025, $0.6 million was related to restructuring and other non-recurring costs and $0.4 million was related to the Redomiciliation Transaction.

(2) For the six months ended June 30, 2026, $10.1 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis.






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 income (loss) 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, (v) purchase accounting impact - inventory step up and (vi) foreign currency loss (gain). Adjusted diluted shares is the weighted average diluted shares outstanding, adjusted by adding dilution for options 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 earnings (loss) per share (“GAAP EPS”), net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP.

(Unaudited) Three Months Ended June 30,
In Thousands, except share and per share data 2026 2025
GAAP net loss $ (181,635) $ (32,161)
Adjustments:
Amortization 24,025  14,604 
Founders advisory fees - related party 266,255  96,883 
Non-recurring expenses (1)
2,543  40 
Acquisition costs 3,558  267 
Stock-based compensation expense 2,892  2,238 
Purchase accounting impact - inventory step up (2)
4,480  — 
Foreign currency gain (1,203) (2,096)
Tax impact of non-GAAP adjustments (3)
(61,344) (22,631)
Adjusted net income $ 59,571  $ 57,144 
Shares used in computing GAAP Earnings (Loss) Per Share (diluted) 163,410,894  147,055,804 
Options (4)
7,723,977  1,276,730 
Shares underlying Founders fixed advisory fees (5)
—  — 
Shares underlying Founders variable advisory fees (6)
—  — 
Shares used in computing Adjusted Earnings Per Share (diluted) 171,134,871  148,332,534 
GAAP (Loss) Earnings Per Share (diluted) $ (1.11) $ (0.22)
Adjusted Earnings Per Share (diluted) $ 0.35  $ 0.39 
______________________________
(1)
For the three months ended June 30, 2026, $1.4 million was related to restructuring and other non-recurring costs and $1.1 million was related to litigation costs arising from a contractual dispute regarding control of the P2S5 facility, which is currently operated by Flexsys Chemical Company. For the three months ended June 30, 2025, $0.1 million was related to restructuring and other non-recurring costs.
(2) For the three months ended June 30, 2026, $4.5 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis.
(3) The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(4) 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.
(5) As of June 30, 2026, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee.
(6) Based on period end market prices as of June 30, 2026, a maximum of 6.1 million shares were issuable within 12 months under the Founders variable advisory fee.






(Unaudited) Six Months Ended June 30,
In Thousands, except share and per share data 2026 2025
GAAP net (loss) income $ (108,699) $ 24,525 
Adjustments:
Amortization 46,624  28,703 
Founders advisory fees - related party 189,877  16,270 
Non-recurring expenses (1)
2,934  947 
Acquisition costs 12,526  828 
Stock-based compensation expense 5,490  4,909 
Purchase accounting impact - inventory step up (2)
10,070  — 
Foreign currency gain (2,554) (3,255)
Tax impact of non-GAAP adjustments (3)
(87,663) (11,694)
Adjusted net income $ 68,605  $ 61,233 
Shares used in computing GAAP Earnings Per Share (diluted) 158,663,642  156,039,133 
Options (4)
7,110,289  — 
Shares underlying Founders fixed advisory fees (5)
—  (7,071,183)
Shares underlying Founders variable advisory fees (6)
—  — 
Shares used in computing Adjusted Earnings Per Share (diluted) 165,773,931  148,967,950 
GAAP (Loss) Earnings Per Share (diluted) $ (0.69) $ 0.16 
Adjusted Earnings Per Share (diluted) $ 0.41  $ 0.41 
______________________________
(1)
For the six months ended June 30, 2026, $1.5 million was related to restructuring and other non-recurring costs and $1.4 million was related to litigation costs arising from a contractual dispute regarding control of the P2S5 facility, which is currently operated by Flexsys Chemical Company. For the six months ended June 30, 2025, $0.6 million was related to restructuring and other non-recurring costs and $0.4 million was related to the Redomiciliation Transaction.
(2) For the six months ended June 30, 2026, $10.1 million was primarily related to the impact of purchase accounting on the cost of inventory sold. The acquired inventory was recorded at fair value, resulting in a step-up in basis.
(3) The tax impact of non-GAAP adjustments reflects the total income tax expense commensurate with the non-GAAP measure of profitability.
(4) 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.
(5) As of June 30, 2026, a maximum of 2.4 million shares were issuable within 12 months under the Founders fixed advisory fee.
(6) Based on period end market prices as of June 30, 2026, a maximum of 6.1 million shares were issuable within 12 months under the Founders variable advisory fee.