Perimeter Solutions (PRM) director donates 3.48M shares to nonprofit

Rhea-AI Filing Summary

Perimeter Solutions director Howley W. Nicholas gifted 3,480,640 shares of Common Stock to a 501(c)(3) nonprofit organization in a bona fide charitable transaction. The shares were transferred at a reported price of $0.00 per share under an exemption pursuant to Rule 16b-5. After the gift, Nicholas directly holds 606,200 shares of Perimeter Solutions common stock.

Insider Trade Summary

3,480,640 shares gifted

Mixed 1 txn

Insider Howley W Nicholas

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	3,480,640	$0.00	--

Holdings After Transaction: Common Stock — 606,200 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares gifted: 3,480,640 shares Gift price per share: $0.00 per share Shares held after transaction: 606,200 shares +2 more

5 metrics

Shares gifted 3,480,640 shares Bona fide gift of Common Stock on 2026-04-23

Gift price per share $0.00 per share Reported transaction price for gifted shares

Shares held after transaction 606,200 shares Direct holdings of Howley W. Nicholas following gift

Gift transactions count 1 transaction Single bona fide gift reported in Form 4

Gifted shares total 3,480,640 shares GiftShares in transaction summary

Key Terms

Bona fide gift, Rule 16b-5, 501(c)(3) nonprofit organization

3 terms

Bona fide gift financial

"The transaction code description is "Bona fide gift" for this transfer."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Rule 16b-5 regulatory

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

501(c)(3) nonprofit organization regulatory

"gifted these shares to a 501(c)(3) nonprofit organization in an exempt transaction"

Form 4 Insider Transactions: What Each Field Means →

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 MISSOURI 63105

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

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

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

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

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	04/23/2026		G(1)		3,480,640	D	$0	606,200	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. 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	04/24/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Perimeter Solutions (PRM) director Howley W. Nicholas report in this Form 4?

Director Howley W. Nicholas reported gifting 3,480,640 shares of Perimeter Solutions Common Stock. The Form 4 classifies this as a bona fide gift, meaning no sale proceeds were received. The transaction reflects a charitable transfer rather than a market trade in PRM shares.

How many Perimeter Solutions (PRM) shares did Nicholas retain after the reported gift?

After the gift transaction, Howley W. Nicholas directly holds 606,200 shares of Perimeter Solutions Common Stock. This post-transaction balance shows his remaining direct equity position as reported in the Form 4, following the transfer of 3,480,640 shares to a charitable organization.

Was the Perimeter Solutions (PRM) share transfer a sale or a charitable gift?

The transaction was a charitable gift, not a sale. The Form 4 uses code G for a bona fide gift and reports a price of $0.00 per share, indicating no consideration was received. Shares were donated to a 501(c)(3) nonprofit organization.

Who received the gifted Perimeter Solutions (PRM) shares from Howley W. Nicholas?

The Form 4 footnote states that the 3,480,640 Perimeter Solutions shares were gifted to a 501(c)(3) nonprofit organization. This charitable entity, rather than an individual buyer, became the new holder, and the transaction was treated as exempt under Rule 16b-5.

Under what rule was the Perimeter Solutions (PRM) share gift treated as exempt?

The gift of Perimeter Solutions shares was treated as an exempt transaction under Rule 16b-5. The footnote explains that the reporting person gifted the shares to a 501(c)(3) nonprofit organization, allowing the disposition to qualify as a bona fide charitable transfer under that rule.