Form 4: WindAcre Partnership Converts Swaps to Direct Equity in Perimeter Solutions, Increasing Stake

WindAcre Partnership Master Fund, a 10% owner and director, has acquired 254,600 ordinary shares of Perimeter Solutions, Inc. by settling existing total return swap agreements.

Summary

• WindAcre Partnership Master Fund, LP, a 10% owner and director of Perimeter Solutions, Inc. (PRM), acquired 254,600 ordinary shares.
• The acquisition occurred on June 27, 2025, at a price of $13.98 per share.
• This transaction resulted in WindAcre Partnership Master Fund, LP directly owning 21,854,600 ordinary shares.
• The acquisition was a result of the settlement of cash-settled total return swap agreements, which previously provided economic exposure to the same number of notional shares but without voting or disposition power.
• The reporting persons, including WindAcre Partnership LLC, WindAcre General Partner LP, The WAPGP LLC, and Snehal Amin, indirectly beneficially own these securities.

Sentiment

Score: 8

Explanation: The conversion of derivative exposure to direct equity ownership by a significant 10% owner and director signals strong confidence and a long-term commitment to the company, which is a very positive indicator for investors.

Positives

• A significant 10% owner and director, WindAcre Partnership Master Fund, LP, converted economic exposure from total return swaps into direct ownership of 254,600 ordinary shares, indicating increased conviction in Perimeter Solutions, Inc.
• The transaction increases the direct equity stake of a major institutional investor, potentially signaling long-term confidence in the company's prospects.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing.

Management Comments

• Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4, including the Subject Shares, except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Industry Context

This filing reflects an internal capital allocation decision by a significant investor within the company's shareholder base. It does not directly relate to broader industry trends or competitors, other than potentially signaling confidence in the sector Perimeter Solutions operates in.

Comparison to Industry Standards

• The conversion of derivative exposure into direct equity ownership by a significant shareholder and director is a strong signal of conviction, often viewed more favorably than simple open market purchases, as it implies a strategic shift from synthetic exposure to direct long-term investment.
• While specific comparable companies or projects are not mentioned, such a move by a 10% owner and director typically aligns with practices of long-term institutional investors seeking to solidify their influence and direct economic interest in a company.

Related Party Transactions

• The acquisition of 254,600 ordinary shares by WindAcre Partnership Master Fund, LP, a 10% owner and director, is a related party transaction.

Stakeholder Impact

• Shareholders: The conversion of derivative exposure to direct equity by a major shareholder and director could be perceived positively, potentially boosting investor confidence and share price due to the strong signal of conviction.

Key Dates

Recommendation

Keywords

Perimeter Solutions, PRM, WindAcre Partnership, insider trading, Form 4, beneficial ownership, equity acquisition, total return swap, TRS, institutional investor, director ownership, 10% owner