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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in Item 8 “Financial Statements and Supplementary Data” in this Annual Report. This section of this Annual Report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 7, 2025.

Executive Overview

We are a leading omni-commerce business solutions provider to CPG manufacturers and retailers. We have a strong platform of essential, business critical services like headquarter sales, retail merchandising, in-store sampling, digital commerce and shopper marketing. We generate demand for brands and retailers of all sizes, helping get the right products on the shelf, whether physical or digital, and into the hands of consumers in every way they shop. We use a scaled platform to innovate as a trusted partner with our clients, solving problems to increase their efficiency and effectiveness across a broad range of channels.

Beginning in fiscal year 2024, we reported our results under three segments, Branded Services, Experiential Services and Retailer Services, reflecting the organizational realignment implemented on January 1, 2024. The prior‐period segment information has been recast to conform to the new structure, and no further changes were made to our reportable segments during fiscal year 2025.

We continued to execute the portfolio simplification strategy initiated in 2024, including the disposition of certain non‐core businesses that met the discontinued operations criteria and the associated reclassification of prior‐period results. Additional details regarding discontinued operations, divestitures and the deconsolidation of our European joint venture are provided in Note 2—Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture.

Through our Branded Services segment, which generated approximately 32.9% and 36.6% of our revenues in the years ended December 31, 2025 and 2024, respectively, we provide services to branded CPG manufacturers through three main categories: brokerage, branded merchandising and omni-commerce marketing services. Brokerage services is primarily an outsourced sales and services agency for branded CPG manufacturers at retailer headquarters, in-store and online. Additionally, we lead with insights to execute branded merchandising strategies for branded CPG manufacturers related to merchandising in-store and online to drive product sales. Our omni-commerce marketing services primarily relate to digital and field marketing services, including shopper marketing, targeted advertising, interactive design and development, inventory management, application development and content management solutions.

Through our Experiential Services segment, which generated approximately 40.5% and 36.3% of our revenues in the years ended December 31, 2025 and 2024, respectively, we help brands and retailers reach consumers and convert shoppers into buyers through in-store and online sampling and demonstrations. We manage highly customized, large-scale sampling programs for leading brands and retailers. We also manage, organize and execute special events for brands and retailers, including large-scale meetings, mobile tours, summits and festivals.

Through our Retailer Services segment, which generated approximately 26.6% and 27.1% of our revenues in the years ended December 31, 2025 and 2024, respectively, we provide end-to-end advisory, retailer merchandising and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development, including coordination related to the sourcing, manufacturing, branding and distribution of private label products to the end retailer. Retailer merchandising services primarily relate to the execution of merchandising strategies, including traditional services such as interior store construction, store resets, category updates and new item implementation. Agency services primarily consist of providing marketing strategies within retail locations, including retail media networks, and analyzing shopper behavior to offer planning, execution and measurement of insight-based, retailer-specific promotions that target retailers’ specific shopper base to drive product sales.

Executive Summary

Year Ended December 31, Change Reported

Adjusted EBITDA(1)

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Adjusted Net Income and Adjusted EBITDA from continuing operations are financial measures that are not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted Net Income and Adjusted EBITDA from continuing operations and reconciliations of net loss to Adjusted Net Income and Adjusted EBITDA, see “—Non-GAAP Financial Measures.”

We reported a net loss of $227.7 million during fiscal year 2025, compared to a net loss of $378.4 million in the prior year. The year-over-year improvements reflect strong performance in our Experiential Services segment driven by increased demand and effective execution, lower selling, general and administrative expenses, and significantly lower non‐cash goodwill and intangible asset impairments compared to 2024. Results also benefited from one‐time gains related to divestitures and recoveries associated with the Take 5 Matter. These positive drivers were partially offset by declines in our Branded Services and Retailer Services segments.

Adjusted EBITDA was $331.8 million for the fiscal year 2025 compared to $356.0 million in the prior year. While Experiential Services delivered meaningful growth supported by higher demand and solid operating execution, broader macroeconomic headwinds and softer client activity in our Branded Services and Retailer Services segments more than offset this growth.

Factors Affecting Our Business and Financial Reporting

There are a number of factors that affect the performance of our business and the comparability of our results from period to period including:

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Acquisitions and Divestitures. We have historically grown our business in part through acquisitions, some of which included contingent consideration arrangements based on the future financial performance of the acquired operations. Changes in the estimated fair value of these arrangements, which reflect updated unobservable inputs, are recognized in “Selling, general and administrative expenses” in our Consolidated Statements of Operations and Comprehensive Loss. Although our acquisition activity has declined, we continue to evaluate selective opportunities, as well as potential divestitures, to align our portfolio with our core service offerings. Since January 2023, we have completed the divestitures of ten businesses. Certain divestitures include transition services for a limited period as specified in the related agreements.

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Amortization of Intangible Assets. As a result of the acquisition of our business by Topco on July 25, 2014 (the “2014 Topco Acquisition”), we acquired significant intangible assets, the value of which is amortized, on a straight-line basis, over 15 years from the date of the 2014 Topco Acquisition, unless determined to be indefinite-lived. The amortization of such intangible assets recorded in our consolidated financial statements has a significant impact on our operating (loss) income and net loss. Our historical acquisitions have increased, and any future acquisitions likely would increase, our intangible assets. We do not believe the amortization expense associated with the intangible assets created from our purchase accounting adjustments reflect a material economic cost to our business. Unlike depreciation expense which has an economic cost reflected by the fact that we must re-invest in property and equipment to maintain the asset base delivering our results of operations, we do not have any capital re-investment requirements associated with the acquired intangible assets, such as client relationships and trade names, that comprise the majority of the finite-lived intangible assets that create our amortization expense.

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Impairment of Goodwill and Indefinite-Lived Asset. We recognized goodwill and intangible asset impairment charges of $36.6 million and $167.1 million, respectively during the year ended December 31, 2025. We recognized goodwill and intangible asset impairment charges of $233.2 million and $42.0 million, respectively, during the year ended December 31, 2024.We recognized an intangible asset impairment charge of $43.5 million related to our indefinite-lived

trade name during the year ended December 31, 2023. The impairment charges have been reflected in “Impairment of goodwill and indefinite-lived asset” in our Consolidated Statements of Operations and Comprehensive Loss.

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Foreign Exchange Fluctuations. We operate in multiple foreign jurisdictions, and our results are subject to fluctuations in foreign currency exchange rates, primarily related to the Canadian dollar. Movements in exchange rates can affect revenues, expenses, and the translation of monetary assets and liabilities. See also “—Quantitative and QualitativeDisclosure of Market Risk—Foreign Currency Risk.”

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Seasonality. Our business is seasonal, with the fourth fiscal quarter typically generating a higher proportion of our revenues due to increased consumer spending. Revenues in the first fiscal quarter are generally lower, reflecting the timing of client program launches and seasonal consumer purchasing patterns. Variability in the timing of client marketing initiatives, including promotional spending, new product introductions, and merchandising resets, can also affect comparability between periods.

How We Assess the Performance of Our Business

Revenues

Branded Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services.

Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers.

Cost of Revenues

Our cost of revenues consists of both fixed and variable expenses primarily attributable to the hiring, training, compensation and benefits provided to both full-time and part-time teammates, as well as other project-related expenses. A number of costs associated with our teammates are subject to external factors, including inflation, increases in market specific wages and minimum wage rates at federal, state and municipal levels and minimum pay levels for exempt roles. Additionally, when we enter into certain new client relationships, we may experience an initial increase in expenses associated with hiring, training and other items needed to launch the new relationship.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries, payroll taxes and benefits for corporate and shared-service personnel. Other overhead costs include information technology, professional services fees, including accounting and legal services, and other general corporate expenses. As a public company, we incur additional expenses associated with compliance and reporting obligations, including costs related to the requirements of a publicly traded company. These costs include director and officer insurance, investor relations activities, audit and external reporting costs, and other governance‐related professional services. Selling, general and administrative expenses also reflects expenses associated with our internal reorganization and transformation initiatives, including severance, professional services related to process redesign, system implementation support, and other non‐recurring items tied to organizational changes.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. We test for impairment of goodwill at the reporting unit level. We generally combine components that have similar economic characteristics, nature of services, types of clients, distribution methods and regulatory environment. Changes to our operating segments effective January 1, 2024, as described in Note 17—Operating Segments and Geographic Information, resulted in a change to our reporting units (Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies). As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units as of January 1, 2024. The assets and liabilities were reassigned to the applicable reporting units and allocated goodwill using the relative fair value approach. The estimated fair values of the underlying reporting units were determined based on a combination of the income and market approaches. The income approach utilizes estimates of discounted cash flows for the

underlying business, which requires assumptions for growth rates, EBITDA margins, terminal growth rate, discount rate, and incremental net working capital, all of which require significant management judgment. The market approach applies market multiples derived from historical earnings data of selected guideline publicly traded companies that are first screened by industry group and then further narrowed on the reporting units' business descriptions, markets served, competitors, EBITDA margins and revenue size. We compared a weighted average of the output from the income and market approaches to compute the fair value of the reporting units. The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. We based our fair value estimates on assumptions we believe to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to our planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

Other (Income) Expenses

Interest Expense

Interest expense relates primarily to borrowings under our material debt agreements as described below. See “ —Liquidity and Capital Resources.”

Depreciation and Amortization

Amortization Expense

As a result of the 2014 Topco Acquisition, we acquired significant intangible assets, the value of which is amortized, on a straight-line basis, over 15 years from the date of the 2014 Topco Acquisition, unless determined to be indefinite-lived. Included in our Depreciation and amortization expense is amortization of acquired intangible assets. We have ascribed value to identifiable intangible assets other than goodwill in our purchase price allocations for companies we have acquired. These assets include, but are not limited to, client relationships and trade names. To the extent we ascribe value to identifiable intangible assets that have finite lives, we amortize those values over the estimated useful lives of the assets. Such amortization expense, although non-cash in the period expensed, directly impacts our results of operations. It is difficult to predict with any precision the amount of expense we may record relating to future acquired intangible assets.

Depreciation Expense

Depreciation expense relates to property and equipment used in our operations, including leasehold improvements, furniture and fixtures, computer hardware, and internally developed and capitalized software. Although property and equipment represent a modest portion of our total asset base, depreciation expense has increased in recent periods due to higher levels of investment in information technology and capitalized software, including expenditures associated with the implementation of our new ERP system. These technology‐related investments are depreciated over their estimated useful lives and contribute to period‐to‐period variability in depreciation expense.

Income Taxes

Income tax expense and our effective tax rates can be affected by many factors, including state apportionment factors, our acquisitions and divestitures, tax incentives and credits available to us, changes in judgment regarding our ability to realize our deferred tax assets, changes in our worldwide mix of pre-tax losses or earnings, changes in existing tax laws and our assessment of uncertain tax positions.

Cash Flows

We generate cash primarily through the receipt of fees for services performed, which generally require limited working capital and modest levels of capital expenditure relative to our overall scale. As a result, our operating model has historically produced positive operating cash flows, subject to fluctuations in client program timing, incentive compensation, and changes in working capital.

Our principal sources of liquidity include cash flows from operations, availability under our Revolving Credit Facility, and, when applicable, proceeds from divestitures. Our primary uses of cash are operating expenses, working capital requirements, interest payments on our indebtedness, and scheduled or opportunistic repayments of debt.

Investing activities generally reflect capital expenditures related to technology and infrastructure. Recent investing activity has been driven by our ERP initiative and related modernization efforts, including capitalized software development and upgrades to our information systems. These investments are intended to enhance scalability, improve operating efficiency, and strengthen financial and operational controls

Transformation Strategy

In July 2024, we announced a restructuring plan as part of our transformation strategy to improve our cost structure and to implement various other efforts to improve operating efficiency. The restructuring plan was designed to simplify the organization that supports the new segments after the divestitures and related transitions as well as to generate operational efficiencies during a time of market challenges affecting our clients. The overall project was substantially completed at the end of fiscal year 2024.

Reorganization expenses

Beginning in the first quarter of fiscal year 2023, we engaged third-party professional service consultants to assist in identifying and implementing operational efficiencies and cost-saving strategies. These efforts focused on internal process optimization and workforce alignment to our cost structure with current business needs. During the year ended December 31, 2025, we incurred $62.9 million in reorganization expenses related to various internal reorganization activities, including professional fees, lease exit costs, severance, and nonrecurring compensation costs, compared to $88.8 million during the year ended December 31, 2024. These amounts were recognized in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Restructuring expenses

In the third quarter of fiscal year 2024, we initiated restructuring actions as part of our broader reorganization. These actions included offering a Voluntary Early Retirement Program (“VERP”) to certain eligible U.S.-based employees, resulting in $0.6 million and $9.9 million of settlement charges and special termination benefits recognized in “Selling, general and administrative expenses” during the years ended December 31, 2025 and 2024, respectively.

In September 2024, we also launched a cost‐savings program to improve operational performance and align our cost structure with current revenue levels. This program included special termination benefits associated with a reduction‐in‐force (“2024 RIF”) and other optimization initiatives. During the years ended December 31, 2025 and 2024, we recorded $0.4 million and $20.1 million, respectively, of related settlement charges and special termination benefits in “Selling, general and administrative expenses.”

Non-GAAP Financial Measures

In the accompanying analysis of financial results, we include certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP (“Non-GAAP”) financial measures are derived from our consolidated and segment financial information but exclude or adjust for certain items that are included in the most directly comparable GAAP measures. We believe these Non-GAAP financial measures provide investors with additional insight into our operating performance, underlying business trends, and period-over-period comparability. However, these measures are not in accordance with GAAP, and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures.

A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is provided below:

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Adjusted Net Income

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Adjusted EBITDA from Continuing Operations

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Adjusted EBITDA by Segment

We define Adjusted Net Income, which is a Non-GAAP financial measure, as net (loss) income before (i) net income attributable to noncontrolling interest, (ii) impairment of goodwill and indefinite-lived assets, (iii) gain on deconsolidation of subsidiaries, (iv) equity-based compensation of Karman Topco L.P., (v) changes in fair value of warrant liability, (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses, (xi) amortization of intangible assets, (xii) gain on repurchases of Term Loan Facility and Notes (as such terms are defined below) debt, (xiii) COVID-19 benefits received, (xiv) costs associated with (recovery from) the Take 5 Matter, (xv) other adjustments that management believes are helpful in evaluating our operating performance, and (xvi) related tax adjustments. We present Adjusted Net Income because we use it as a supplemental measure to evaluate the performance of our business in a way that also considers our ability to generate profit without the impact of items that we

do not believe are indicative of our operating performance or are unusual or infrequent in nature and aid in the comparability of our performance from period to period. Adjusted Net Income should not be considered as an alternative for Net loss, our most directly comparable measure presented on a GAAP basis.

Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment are supplemental Non-GAAP financial measures of our operating performance.

Adjusted EBITDA from Continuing Operations means net loss before (i) interest expense (net), (ii) provision for (benefit from) income taxes, (iii) depreciation, (iv) amortization of intangible assets, (v) impairment of goodwill, (vi) changes in fair value of warrant liability, (vii) stock-based compensation expense, (viii) equity-based compensation of Karman Topco L.P., (ix) fair value adjustments of contingent consideration related to acquisitions, (x) acquisition and divestiture related expenses, (xi) (gain) loss on divestiture, (xii) restructuring expenses, (xiii) reorganization expenses, (xiv) litigation expenses (recovery), (xv) COVID-19 benefits received, (xvi) costs associated with (recovery from) the Take 5 Matter, (xvii) EBITDA for economic interests in investments and (xviii) other adjustments that management believes are helpful in evaluating our operating performance.

Adjusted EBITDA by Segment means, with respect to each segment, operating income (loss) from continuing operations before (i) depreciation, (ii) amortization of intangible assets, (iii) impairment of goodwill, (iv) stock based compensation expense, (v) equity-based compensation of Karman Topco L.P., (vi) fair value adjustments of contingent consideration related to acquisitions, (vii) acquisition and divestiture related expenses, (viii) restructuring expenses, (ix) reorganization expenses, (x) litigation expenses (recovery), (xi) COVID-19 benefits received, (xii) costs associated with (recovery from) the Take 5 Matter, (xiii) EBITDA for economic interests in investments and (xiv) other adjustments that management believes are helpful in evaluating our operating performance, in each case, attributable to such segment.

We present Adjusted EBITDA from Continuing Operations and Adjusted EBITDA by Segment because they are key operating measures used by us to assess our financial performance. These measures adjust for items that we believe do not reflect the ongoing operating performance of our business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to our operating performance. We evaluate these measures in conjunction with our results according to GAAP because we believe they provide a more complete understanding of factors and trends affecting our business than GAAP measures alone. Furthermore, the agreements governing our indebtedness contain covenants and other tests based on measures substantially similar to Adjusted EBITDA from Continuing Operations. Neither Adjusted EBITDA from Continuing Operations nor Adjusted EBITDA by Segment should be considered as an alternative for Net (loss) income or operating income (loss), our most directly comparable measures presented on a GAAP basis.

Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, other companies may calculate Non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore our Non-GAAP measures may not be directly comparable to similarly titled measures of other companies.

For a reconciliation of Adjusted EBITDA to net loss and Adjusted EBITDA by segment to operating (loss) income from continuing operations, see “ —Reconciliation of Non-GAAP Financial Measures.”

Results of Operations for the Years Ended December 31, 2025 and 2024

The following table sets forth items derived from the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 in dollars and as a percentage of total revenues.

Year Ended December 31,

Gain on legal matters (25,716 ) (0.7 )% — 0.0 %

Gain on divestitures (27,983 ) (0.8 )% — 0.0 %

Other expenses:

Change in fair value of warrant liability (83 ) 0.0 % (584 ) 0.0 %

Other Financial Data

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Comparison of the Years Ended December 31, 2025 and 2024

Revenues

Year Ended December 31, Change

Branded Services segment revenues decreased $142.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease includes a $38.4 million reduction in revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the decline was primarily attributable to lower volumes, client losses and reductions in scope of services, which more than offset new business wins. These trends reflect continued macroeconomic uncertainty, as clients continue to manage their brand support spending with heightened scrutiny during the period.

Experiential Services segment revenues increased $140.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase includes $61.7 million of additional revenues from reimbursable expenses. Excluding the impact of reimbursable expenses, the remaining growth was primarily driven by higher event volume on improved demand and execution, as well as favorable client and service mix, and higher average pricing. These results reflect the continued recovery and expansion of in‐store and experiential activation activity across our client base.

Retailer Services segment revenues decreased $21.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease in revenues was primarily driven by lower activity levels within our existing client base, partially offset by higher average pricing.

Cost of Revenues

Cost of revenues as a percentage of revenues for the year ended December 31, 2025 was 86.0%, as compared to 85.8% for the year ended December 31, 2024. The net increase as a percentage of revenues was primarily attributable to an increase in variable labor costs, including market‐driven wage pressure. These increases were partially offset by lower fixed labor costs resulting from prior period restructuring actions, improved workforce alignment, and lower discretionary incentive compensation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses as a percentage of revenues for the year ended December 31, 2025 was 7.8%, as compared to 9.1% for the year ended December 31, 2024. The year‐over‐year decrease as a percentage of revenues reflects lower restructuring and reorganization expenses, the reimbursement of $5.7 million of previously incurred COVID‐19 eligible costs, and lower compensation expense, including discretionary bonuses. These favorable impacts were partially offset by higher technology‐related spending associated with ongoing modernization initiatives and an increase in bad debt expense.

Impairment of Goodwill and Indefinite-lived Asset

During the fourth quarter of fiscal year 2025, we completed our annual impairment assessment and recognized goodwill impairment charges of $13.1 million and $23.5 million for the Branded Services and Merchandising reporting units, respectively. These impairments primarily reflected higher discount rates, lower market valuation multiples for comparable companies, and updated prospective financial information reflecting revised expectations for revenue growth, margin performance, and operating cost trends. After these impairments, there was no goodwill remaining in either reporting unit.

As part of the same annual impairment assessment, we recorded an indefinite‐lived intangible asset impairment charge of $167.1 million, driven by updated long-term financial projections that indicated lower expected revenue growth for the underlying asset group.

During fiscal year 2024, we recorded impairment charges in response to triggering events. In the second quarter of 2024, we recognized a $99.7 million goodwill impairment charge for the Branded Agencies reporting unit following the announced sale of a significant business within the unit. After this impairment, an immaterial amount of goodwill remained in the reporting unit. In the fourth quarter of 2024, we recognized a $133.5 million goodwill impairment charge and a $42.0 million intangible asset impairment charge for the Branded Services reporting unit, driven by client losses and reductions in scope of services as clients implemented cost‐reduction initiatives in response to broader market conditions.

Depreciation and Amortization Expense

Depreciation and amortization expense was $202.3 million for the year ended December 31, 2025 as compared to $204.6 million for the year ended December 31, 2024. The decrease is primarily due to a $5.7 million decrease in amortization expense resulting from definite-lived intangible assets that had become fully amortized, partially offset by a $3.4 million increase in depreciation expense due to higher amortization recognized on recent software investments, primarily due to the implementation of our new global enterprise resource planning system.

Operating (Loss) Income from Continuing Operations

Year Ended December 31, Change

Operating loss from continuing operations was $126.5 million for the year ended December 31, 2025, compared to $295.0 million for the year ended December 31, 2024. The year‐over‐year improvement was driven primarily but significantly lower

non-cash impairment charges, gains on divestitures, reduced reorganization and restructuring costs, and lower compensation expense. These favorable impacts were partially offset by the revenue trends described above, driven by declines in Branded Services and Retailer Services.

Branded Services

Operating loss in the Branded Services segment improved to $64.3 million for the year ended December 31, 2025 from $318.6 million for the year ended December 31, 2024. The improvement primarily reflects lower goodwill and intangible asset impairment charges, gains from divestitures, recoveries related to the Take 5 Matter, lower reorganization and restructuring costs, and lower compensation expense. These benefits were partially offset by lower revenue levels, as noted previously.

Experiential Services

Experiential Services reported an operating loss of $17.2 million for the year ended December 31, 2025 compared to operating income of $0.3 million for the year ended December 31, 2024. The shift primarily reflects higher intangible asset impairment charges recognized in 2025, partially offset by strong revenue growth, as noted previously, and lower reorganization and restructuring costs. Excluding impairment, underlying operating performance improved meaningfully year over year.

Retailer Services

Operating results for the Retailer Services segment declined to a loss of $45.0 million for the year ended December 31, 2025 from operating income of $23.3 million for the year ended December 31, 2024. The change was primarily driven by higher intangible asset impairment charges, partially offset by lower compensation expense, and lower reorganization and restructuring costs.

Interest Expense, Net

Interest expense, net decreased $7.9 million, or 5.4%, to $138.9 million for the year ended December 31, 2025, from $146.8 million for the year ended December 31, 2024. The decrease was primarily driven by lower interest rates and a reduced outstanding debt balance resulting from repurchases of debt under the Term Loan Facility and Notes, as described in “Liquidity and Capital Resources—Description of Credit Facilities.” The decrease was partially offset by lower gains recognized on the repurchase of Notes and a reduction in non‐cash interest income related to fair value adjustments on our derivative financial instruments.

Benefit from Income Taxes

Benefit from income taxes was $37.6 million for the year ended December 31, 2025 as compared to a benefit from income taxes of $62.8 million for the year ended December 31, 2024. The decrease in the income tax benefit was primarily driven by a lower pre‐tax loss in 2025 relative to 2024. The reduction in the income tax benefit was a result of an increase in the valuation allowance related to interest expense carryforwards in 2025.

Net Loss from Continuing Operations

Net loss from continuing operations was $227.7 million for the year ended December 31, 2025, compared to net loss from continuing operations of $378.4 million for the year ended December 31, 2024. The improvement was primarily driven by lower goodwill and intangible asset impairment charges, gains on divestitures, reduced costs associated with our internal reorganization and restructuring activities, and a $7.9 million decrease in interest expense. The year‐over‐year comparison also reflects a benefit from income taxes of $37.6 million for the year ended December 31, 2025, compared to a benefit of $62.8 million for the year ended December 31, 2024.

Reconciliation of Non-GAAP Financial Measures

Adjusted Net Income from Continuing Operations

A reconciliation of Adjusted Net Income from Continuing Operations to Net loss from continuing operations is provided in the following table:

Year Ended December 31,

Less: net income attributable to noncontrolling interests — — 2,346

Add:

Gain on divestitures and deconsolidation of subsidiaries (27,983 ) — (58,891 )

Equity-based compensation of Karman Topco L.P. (a) (1,524 ) 723 (2,524 )

Change in fair value of warrant liabilities (83 ) (584 ) (286 )

Acquisition and divestiture related expenses (gains) (c) 2,237 (1,168 ) 3,206

Costs associated with COVID-19, net of benefits received (h) (5,723 ) — 3,283

Adjusted EBITDA

Reconciliation of Adjusted EBITDA from Continuing Operations to Net loss from continuing operations is provided in the following table:

Continuing Operations Year Ended December 31,

Add:

Gain on divestiture and deconsolidation of subsidiaries (27,983 ) — (58,891 )

Changes in fair value of warrant liability (83 ) (584 ) (286 )

Equity-based compensation of Karman Topco L.P. (b) (1,524 ) 723 (2,524 )

Fair value adjustments related to contingent consideration (c) — 1,678 11,136

Acquisition and divestiture related expenses (gains) (d) 2,237 (1,168 ) 3,206

COVID-19 related (benefits received) costs (h) (5,723 ) — 3,283

EBITDA for economic interests in investments (j) 14,125 20,266 (6,145 )

Financial information by segment, including a reconciliation of Adjusted EBITDA by Segment to operating (loss) income is provided in the following tables:

Branded Services segment Year Ended December 31,

Add:

Gain on divestiture and deconsolidation of subsidiaries (27,983 ) — (58,891 )

Equity-based compensation of Karman Topco L.P. (b) (95 ) 2,445 (687 )

Fair value adjustments related to contingent consideration (c) — 1,678 11,136

Acquisition and divestiture related expenses (d) 1,234 168 1,777

COVID-19 benefits received (h) (1,891 ) — (323 )

EBITDA for economic interests in investments (j) 14,125 20,266 (6,145 )

Experiential Services segment Year Ended December 31,

Add:

Impairment of indefinite-lived asset 53,086 — —

Equity-based compensation of Karman Topco L.P. (b) (729 ) (825 ) (805 )

Acquisition and divestiture related expenses (d) 541 47 512

Restructuring expenses (e) 186 4,368 —

COVID-19 related (benefits received) costs (h) (2,069 ) — 2,889

Retailer Services segment Year Ended December 31,

Add:

Impairment of goodwill and indefinite-lived asset 72,802 — —

Equity-based compensation of Karman Topco L.P. (b) (700 ) (897 ) (1,032 )

Acquisition and divestiture related expenses (gains) (d) 462 (1,383 ) 917

Restructuring expenses (e) 387 6,340 —

COVID-19 related (benefits received) costs (h) (1,763 ) — 717

Liquidity and Capital Resources

Operating cash flow, as supplemented by the divestiture of non-core businesses identified over our transformation period, provides the primary source of cash to fund operating needs and capital expenditures. Excess cash is used to fund debt repurchases and share repurchases. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, transformation initiatives, capital expenditures, and other financing requirements for the foreseeable future.

Share Repurchase Program

On November 9, 2021, we announced that our board of directors authorized the 2021 Share Repurchase Program pursuant to which we may repurchase up to $100.0 million of our Class A common stock.

The 2021 Share Repurchase Program does not have an expiration date but provides for suspension or discontinuation at any time. The 2021 Share Repurchase Program permits the repurchase of our Class A common stock on the open market and in other means from time to time. The timing and amount of any share repurchase is subject to prevailing market conditions, relevant securities laws and other considerations, and we are under no obligation to repurchase any specific number of shares. As of December 31, 2025, there remained $46.2 million of share repurchase availability under the 2021 Share Repurchase Program.

Cash Flows

A summary of cash provided by or used in our operating, investing and financing activities are shown in the following table:

Year Ended December 31,

Net Cash Provided by Operating Activities

Net cash provided operating activities during the year ended December 31, 2025 was $61.5 million, representing a decrease of $31.6 million, as compared to the same period in 2024. The year‐over‐year change primarily reflects less favorable movements in working capital, including higher prepaid expenses and other current assets and lower benefits from changes in accrued compensation and other liabilities. Operating cash flows in 2024 also benefited from elevated collections of accounts receivable driven by targeted pre‐ERP collection initiatives. These impacts were partially offset by higher deferred revenue balances and more favorable changes in accounts payable in 2025.

Net Cash (Used in) Provided by Investing Activities

Net cash used in investing activities during the year ended December 31, 2025 was $3.8 million, as compared to cash provided by investing activities of $206.4 million during the same period in 2024. The change was primarily driven by a $215.2 million decrease in proceeds from divestitures, partially offset by lower purchases of investments in unconsolidated affiliates. The change also reflects the receipt of $22.5 million in deferred proceeds from the sale of Jun Group during 2025.

Net Cash Used in Financing Activities

Net cash used in financing activities during the year ended December 31, 2025 was $36.2 million during the year ended December 31, 2025, representing a decrease of $175.2 million, as compared to the same period in 2024. The decrease was primarily driven by lower repurchases of Term Loan Facility and Notes, reduced share repurchases, lower payments for taxes related to net share settlement under the Advantage Solutions Inc. 2020 Incentive Award Plan (the “Plan”), and a decrease in contingent consideration payments.

Description of Credit Facilities

Senior Secured Credit Facilities

Advantage Sales & Marketing Inc. (the “Borrower”), our indirect wholly-owned subsidiary, has (i) a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $500.0 million, subject to borrowing base capacity (as may be amended from time to time, the “Revolving Credit Facility”) and (ii) a secured first lien term loan credit facility in an aggregate principal amount of $1.1 billion (as may be amended from time to time, the “Term Loan Facility” and together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).

Revolving Credit Facility

Our Revolving Credit Facility provides for revolving loans and letters of credit in an aggregate amount of up to $500.0 million, subject to borrowing base capacity. Letters of credit are limited to the lesser of (a) $150.0 million and (b) the aggregate unused amount of commitments under our Revolving Credit Facility then in effect. Loans under the Revolving Credit Facility may be denominated in either U.S. dollars or Canadian dollars. Bank of America, N.A. (“Bank of America”), will act as administrative agent and collateral agent. The Revolving Credit Facility matures five years after the date we enter into the Revolving Credit Facility. We may use borrowings under the Revolving Credit Facility to fund working capital and for other general corporate purposes, including permitted acquisitions and other investments.

Borrowings under the Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable plus specified percentages of qualified cash, minus the amount of any applicable reserves. As of December 31, 2025, we had the ability to borrow up to $438.0 million under our Revolving Credit Facility after consideration of the borrowing base limitations and outstanding letters of credit.

The Revolving Credit Facility contains customary covenants, including, but not limited to, restrictions on the Borrower’s ability and that of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness, enter into transactions with affiliates or change our line of business. The Revolving Credit Facility will require the maintenance of a fixed charge coverage ratio (as set forth in the credit agreement governing the Revolving Credit Facility) of 1.00 to 1.00 at the end of each fiscal quarter when excess availability is less than the greater of $25.0 million and 10% of the lesser of the borrowing base and maximum borrowing capacity. Such fixed charge coverage ratio will be tested at the end of each quarter until such time as excess availability exceeds the level set forth above.

The Revolving Credit Facility provides that, upon the occurrence of certain events of default, the Borrower’s obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default. We were in compliance with all covenants during the fiscal year.

Term Loan Facility

The Term Loan Facility consists of a term loan credit facility denominated in U.S. dollars in an aggregate principal amount of $1.093 billion. Borrowings under the Term Loan Facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. Borrowings will bear interest at a floating rate of Term SOFR plus an applicable margin of 4.25% per annum, subject to additional spread adjustment on SOFR ranging from 0.11% to 0.26%. The Term Loan Facility matures on October 28, 2027.

We may voluntarily prepay loans or reduce commitments under the Term Loan Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty.

We will be required to prepay the Term Loan Facility with 100% of the net cash proceeds of certain asset sales (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios) and subject to certain reinvestment rights, 100% of the net cash proceeds of certain debt issuances and 50% of excess cash flow (such percentage subject to reduction based on the achievement of specific first lien net leverage ratios).

The Term Loan Facility contains certain customary negative covenants, including, but not limited to, restrictions on the Borrower’s ability and that of our restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, sell or otherwise transfer assets or enter into transactions with affiliates.

The Term Loan Facility provides that, upon the occurrence of certain events of default, the Borrower’s obligations thereunder may be accelerated. Such events of default will include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy, insolvency, corporate arrangement, winding-up, liquidation or similar proceedings, material money judgments, change of control and other customary events of default. We were in compliance with all debt covenants during the fiscal year.

Senior Secured Notes

As of December 31, 2025, the Borrower had outstanding $595.1 million aggregate principal amount of 6.50% Senior Secured Notes due 2028 (the “Notes”). Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 at a rate of 6.50% per annum, commencing on May 15, 2021. The Notes will mature on November 15, 2028.

The Notes are redeemable at the applicable redemption prices specified in the Indenture plus accrued and unpaid interest. If we or our restricted subsidiaries sell certain of our respective assets or experience specific kinds of changes of control, subject to certain exceptions, we must offer to purchase the Notes at par. In connection with any offer to purchase all Notes, if holders of no less than 90% of the aggregate principal amount of Notes validly tender their Notes, we are entitled to redeem any remaining Notes at the price offered to each holder. We may voluntarily prepay loans or reduce commitments under the Notes, in whole or in part without premium or penalty.

The Notes are subject to covenants that, among other things limit our ability and our restricted subsidiaries’ ability to: incur additional indebtedness or guarantee indebtedness; pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock; prepay, redeem or repurchase certain indebtedness; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of our assets.

The following constitute events of default under the Notes, among others: default in the payment of interest; default in the payment of principal; failure to comply with covenants; failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; certain events of bankruptcy; failure to pay a judgment for payment of money exceeding a specified aggregate amount; voidance of subsidiary guarantees; failure of any material provision of any security document or intercreditor agreement to be in full force and effect; and lack of perfection of liens on a material portion of the collateral, in each case subject to applicable grace periods.

Events After Period End

In February 2026, we entered into an agreement with a group of lenders and noteholders representing a majority of our outstanding senior secured notes and term loans to support a set of coordinated transactions designed to extend the maturities of a substantial portion of our debt. Under this agreement, we expect to seek consents from holders of our senior secured notes to amend the existing indenture and offer eligible noteholders the opportunity to exchange their notes for new debt with later maturities and a modest cash component. We also expect to seek similar consents from lenders under our first lien term loan facility and provide participating lenders with an option to receive a combination of cash and new term loans that extend the maturity of their existing loans. The supporting creditors have agreed to work with us to initiate these transactions in February and target completion in March 2026. In addition, we and these creditors intend to collaborate on potential amendments to, and an extension of, our revolving credit facility, although completing that extension is not required for the broader maturity extension effort. The agreement includes customary conditions and termination rights, including an automatic termination in late March 2026 unless extended by mutual agreement, and reflects representations and commitments that were negotiated solely among the parties and may not reflect conditions after the date they were made.

Contractual Obligations

The following summarizes our contractual obligations as of December 31, 2025:

(in thousands) Total Current Long-Term

Other long-term liabilities on the consolidated balance sheets

Accrued contractual termination benefits 4,617 4,617 —

(1)

Refer to Note 9—Leases of our audited consolidated financial statements for the year ended December 31, 2025 for additional information regarding the maturity of operating lease liabilities.

(2)

Represents payments collected from our clients, primarily, associated with market development funds that arise out of our business.

(3)

We have an aggregate principal amount of $1.093 billion borrowing on the Term Loan Facility, which bears the applicable interest rate at a floating rate of Term SOFR plus 4.25% per annum, and $595.1 million in Senior Secured Notes, which is subject to a fixed interest rate of 6.5%. Refer to Note 8—Debt of our audited consolidated financial statements for the year ended December 31, 2025 for additional information regarding the maturities of debt principal. Total debt excluding deferred issuance costs does not include the obligation of future interest payments.

(4)

Represents $66.6 million of an estimated liability under our workers’ compensation programs for claims incurred but unpaid and $9.0 million of employee insurance reserves as of December 31, 2025.

Cash and Cash Equivalents Held Outside the United States

As of December 31, 2025, $14.0 million of our cash and cash equivalents were held by foreign subsidiaries. As of December 31, 2025, $37.9 million of our cash and cash equivalents were held by foreign branches.

We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. Nonetheless, we assessed our determination as to our indefinite reinvestment intent for certain of our foreign subsidiaries and branches and recorded a deferred tax liability of approximately $1.0 million of withholding tax as of December 31, 2025 for unremitted earnings in Canada. We continue to assert indefinite reinvestment on earnings of our foreign operations, other than Canada and the United Kingdom. No deferred tax liability is required for the United Kingdom unremitted earnings. However, we may change our assertion if we identify a higher return on this capital in the U.S. and we are able to repatriate the income in a tax-efficient means.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in our consolidated financial statements. Additionally, we do not have an interest in, or relationships with, any special-purpose entities.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. We evaluate our accounting policies, estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our consolidated financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. More information on all of our significant accounting policies can be found in the footnotes to our audited consolidated financial statements included elsewhere in this Annual Report.

Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that we expect to be entitled to in exchange for such goods or services. Substantially all of our contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts provide for a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, we allocate the ratable portion of the consideration based on the services provided in each period of service to such period.

Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to our European joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded CPG manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded CPG manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services.

Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where we manage highly customized, large-scale sampling programs for leading brands and retailers.

Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations.

Our revenue recognition policies generally result in recognition of revenues at the time services are performed. Our accounting policy for revenue recognition has an impact on our reported results and relies on certain estimates that require judgments on the part of management. We record an allowance as a reduction to revenue for differences between estimated revenues and the amounts ultimately invoiced to our clients based on our historical experience and current trends. Cash collected in advance of services being performed is recorded as deferred revenues.

We have contracts that include variable consideration whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred and performance incentive bonuses. Commission revenues are generally earned upon performance of headquarter relationship management, analytics, insights and intelligence, e-commerce, administration and retail services arrangements. As part of these arrangements, we provide a variety of services to CPG manufacturers in order to improve the manufacturer’s sales to retailers. This includes primarily outsourced sales, business development, category and space management, relationship management and in-store sales strategy services. In exchange for these services, we earn an agreed upon percentage of our client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis. We may be entitled to additional fees upon meeting specific performance goals or thresholds, which we refer to as bonus revenue. The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, we estimate the variable consideration for the services that have been transferred to the client during the reporting period. We typically estimate the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. We recognize revenue related to variable consideration if it is probable that a significant reversal of revenue recognized will not occur. When such probable threshold is not satisfied, we will constrain some or all of the variable consideration, and such constrained amount will not be recognized as revenue until the probable threshold is met or the uncertainty is resolved and the final amount is known. We record an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material for the year ended December 31, 2025.

We have contracts that include fixed consideration such as a fee per project or a fixed monthly fee. For contracts with a fee per project, revenue is recognized over time using an input method such as hours worked that reasonably depicts our performance in transferring control of the services to the client. We determined that the input method represents a reasonable method to measure the

satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenue is recognized using a time-based measure resulting in a straight-line revenue recognition. A time-based measure was determined to represent a reasonable method to measure the satisfaction of the performance obligation to the client because we have a stand ready obligation to make itself available to provide services upon the client’s request or the client receives the benefit from our services evenly over the contract period.

We evaluate each client contract individually in accordance with the applicable accounting guidance to determine whether we act as a principal (whereby we would present revenue on a gross basis) or as an agent (whereby we would present revenue on a net basis). While we primarily act as a principal in our arrangements and report revenues on a gross basis, given the varying terms of our client contracts, we will occasionally act as an agent and in such instances present revenues on a net basis.

Goodwill

We utilize a combination of income and market approaches to estimate the fair value of our reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units’ revenue growth rates, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, terminal growth rates, discount rates, and incremental net working capital, all of which require significant management judgment.

The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to our reporting units’ businesses to yield a second assumed value of each reporting unit, which requires significant management judgment. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, EBITDA margins and revenue size. Market multiples are then selected from within the range of these guideline companies’ multiples based on the subject reporting unit. We compare a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. We also compare the aggregate estimated fair value of our reporting units to the estimated value of our total market capitalization. The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. We based our fair value estimates on assumptions we believe to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to our planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

During the fourth quarter of fiscal year 2025, in connection with our annual impairment assessment, we recognized goodwill impairment charges of $13.1 million and $23.5 million for the Branded Services and Merchandising reporting units, respectively. The decline in estimated fair value of the Branded Services and Merchandising reporting units primarily reflect higher discount rates driven by increases in market-based inputs, including risk-free rates and equity risk premiums, as well as updated valuation multiples for comparable publicly traded companies. The assessment also incorporated revised prospective financial information reflecting current expectations for revenue growth, margin performance, and operating cost trends. As a result of the impairment charges incurred during the fourth quarter of fiscal year 2025, there remains no goodwill in either the Branded Services or Merchandising reporting units.

The uncertainty and volatility in the economic environment which we operate could have an impact on our future growth and could result in future impairment charges. There is no assurance that actual future earnings, cash flows or other assumptions for the reporting units will not significantly decline from these projections.

Indefinite-Lived Asset

Our indefinite-lived intangible asset is comprised of our trade name. The intangible asset with an indefinite useful life is not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. We have the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. We test our indefinite-lived intangible assets for impairment using a relief from royalty method by comparing the estimated fair values of the indefinite-lived intangible assets with the carrying values. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, terminal growth

rate, discount rates and royalty rate, which requires significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates.

During the fourth quarter of fiscal year 2025, we recognized an intangible asset impairment charge of $167.1 million in connection with the annual impairment assessment, primarily as a result of revised prospective financial information reflecting current expectations for revenue growth.

The following table represents a sensitivity analysis on the indefinite-lived trade name intangible asset depicting the percent increase in the $167.1 million charge related to the indefinite-lived trade name had the fair value been estimated with a 0.5% increase in the discount rate used and a 0.1% decrease in the royalty rate used at October 1, 2025.

Assumption Change % Increase in Impairment Charge

0.5% increase in discount rate 10.6%

0.1% decrease in royalty rate 6.7%

Stock-Based Compensation

We grant performance restricted stock units (“PSUs”) and restricted stock units (“RSUs”) under the Plan. PSUs vest based on the achievement of specified performance conditions, including Adjusted EBITDA margin and cash earnings targets over the applicable measurement period, in addition to the participant’s continued service. PSU awards may vest from 0% to 200% of the target number of units, and the grant‐date fair value is measured using the closing price of our Class A common stock on the date of grant. Expense recognition for PSUs requires significant judgment, as we assess the probability of achieving the performance conditions each reporting period. Changes in these probability assessments may result in adjustments to expense in future periods.

RSUs vest based solely on continued service and generally vest ratably over three years. The grant‐date fair value is measured using the closing price of our Class A common stock on the date of grant, and compensation expense is recognized using graded vesting over the respective vesting periods. Stock‐based compensation expense is recognized based on the grant‐date fair value of awards that are expected to vest, and we reverse previously recognized expense when awards are forfeited prior to vesting.

Refer to Note 12—Stock Based Compensation and Other Benefit Plans to our audited consolidated financial statements included elsewhere in this Annual Report for details regarding stock-based compensation plans.

Recently Issued Accounting Pronouncements

Refer to Note 1—Organization and Significant Accounting Policies – Recent Accounting Pronouncements, to our audited consolidated financial statements included elsewhere in this Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Risk

Our exposure to foreign currency exchange rate fluctuations is primarily the result of foreign branches and foreign subsidiaries primarily domiciled in Canada. We use financial derivative instruments to hedge foreign currency exchange rate risks associated with our Canadian operations.

The assets and liabilities of our foreign branches and foreign subsidiaries, whose functional currencies are primarily Canadian dollars are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. The cumulative translation effects for subsidiaries using a functional currency other than the U.S. dollar are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. We estimate that had the exchange rate in each country unfavorably changed by ten percent relative to the U.S. dollar, our consolidated loss before taxes would have increased by approximately $4.6 million for the year ended December 31, 2025.

Interest Rate Risk

Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under the Term Loan Facility, Revolving Credit Facility and Notes.

We manage our interest rate risk through the use of derivative financial instruments. Specifically, we have entered into interest rate collar agreements to manage our exposure to potential interest rate increases that may result from fluctuations in SOFR. We do not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives, used to hedge interest rates, are recorded in “Interest expense, net” in our Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2025, we had interest rate collar contracts with an aggregate notional value of $700.0 million principal from various financial institutions to manage our exposure to interest rate movements on variable rate credit facilities. The interest rate collars will mature on April 5, 2026, 2027 and 2028. The aggregate fair value of our interest rate collars represented an outstanding net liability of $0.5 million as of December 31, 2025.

Holding other variables constant, a change of one-eighth percentage point in the weighted average interest rate above the floor of 0.75% on the Term Loan Facility and Revolving Credit Facility would have resulted in an increase of $2.0 million in interest expense, net of gains from interest rate collars and caps, for the year ended December 31, 2025.

In the future, in order to manage our interest rate risk, we may refinance our existing debt, enter into additional interest rate collar agreements or modify our existing interest rate collar agreements. However, we do not intend or expect to enter into derivative or interest rate collar transactions for speculative purposes.

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 51

Consolidated Balance Sheets 54

Consolidated Statements of Operations and Comprehensive Loss 55

Consolidated Statements of Stockholders’ Equity 56

Consolidated Statements of Cash Flows 57

Notes to Consolidated Financial Statements 58

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Advantage Solutions Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Advantage Solutions Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessments – Experiential Services and Retailer Agencies Reporting Units

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s goodwill balance was $438.9 million as of December 31, 2025, a significant portion of which related to the Experiential Services and Retailer Agencies reporting units. Management tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss. Management utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units' revenue growth rates, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, terminal growth rates, capital cost expenditures as a percentage of revenue, discount rates, and incremental net working capital, all of which require significant management judgment. Based on the annual goodwill impairment assessment performed as of October 1, 2025, no impairment charges were recorded for the Experiential Services or Retailer Agencies reporting units.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment for the Experiential Services and Retailer Agencies reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Experiential Services and Retailer Agencies reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate used in the income approach for the Experiential Services reporting unit and the revenue growth rates and the discount rate used in the income approach for the Retailer Agencies reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Experiential Services and Retailer Agencies reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Experiential Services and Retailer Agencies reporting units; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the discount rate used in the income approach for the Experiential Services reporting unit and the revenue growth rates and the discount rate used in the income approach for the Retailer Agencies reporting unit. Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Retailer Agencies reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption for the Experiential Services and Retailer Agencies reporting units.

Impairment Assessment – Advantage Trade Name

As described in Notes 1 and 3 to the consolidated financial statements, the Company’s indefinite-lived intangible asset balance was $442.4 million as of December 31, 2025, which relates to the Advantage trade name. Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. Management tests its indefinite-lived intangible asset for impairment using a relief from royalty method by comparing the estimated fair value of the indefinite-lived intangible asset with the carrying value. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, terminal growth rate, discount rate and royalty rate, all of which require significant management judgment. In connection with management’s annual impairment test as of October 1, 2025, management recognized an intangible asset impairment charge of $167.1 million related to the Advantage Trade Name.

The principal considerations for our determination that performing procedures relating to the Advantage trade name impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Advantage trade name; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, discount rate, and royalty rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s Advantage trade name impairment assessment. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Advantage trade name; (ii) evaluating the appropriateness of the relief from royalty method used by management; (iii) testing the completeness and accuracy of underlying data used in the relief from royalty method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, the discount rate, and the royalty rate. Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Advantage brand; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief from royalty method and (ii) the reasonableness of the discount rate and royalty rate assumptions.

/s/ PricewaterhouseCoopers LLP

Irvine, California

March 3, 2026

We have served as the Company’s auditor since 2003.

ADVANTAGE SOLUTIONS INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data) December 31, 2025 December 31, 2024

ASSETS

Current assets

Prepaid expenses and other current assets 124,629 86,918

Property, equipment, and capitalized software, net 115,858 97,763

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Current portion of long-term debt $ 13,250 $ 13,250

Commitments and contingencies (Note 18)

Equity attributable to stockholders of Advantage Solutions Inc.

Loans to Karman Topco L.P. (7,673 ) (7,029 )

Accumulated other comprehensive loss (4,158 ) (15,861 )

See Notes to the Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Year Ended December 31,

(in thousands, except share and per share data) 2025 2024 2023

Gain on legal matters (25,716 ) — —

Gain on divestitures and deconsolidation of subsidiaries (27,983 ) — (58,891 )

Other expenses (income):

Change in fair value of warrant liabilities (83 ) (584 ) (286 )

Net income from discontinued operations, net of tax — 53,634 20,829

Net (loss) income per common share:

Diluted net (loss) income per share:

Weighted-average number of common shares:

Comprehensive Income (Loss):

Other comprehensive income (loss), net of tax:

See Notes to the Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Accumulated Advantage

Additional Other Solutions Inc. Total

Comprehensive (loss) income

Total comprehensive (loss) income — — — — — — — — (57,441 ) 5,840 (51,601 )

Interest on loans to Karman Topco L.P. — — — — — — (24 ) — (24 ) — (24 )

Comprehensive (loss) income

Interest on loans to Karman Topco L.P. — — — — — — (642 ) — (642 ) — (642 )

Equity-based compensation of Karman Topco L.P. — — — — 723 — — — 723 — 723

Shares issued under 2020 Incentive Award Plan 6,354,027 — — — — — — — — — —

Comprehensive (loss) income

Foreign currency translation adjustments — — — — — — — 11,703 11,703 — 11,703

Total comprehensive (loss) income — — — — — — — — (216,032 ) — (216,032 )

Interest on loans to Karman Topco L.P. — — — — — — (644 ) — (644 ) — (644 )

Shares issued under 2020 Incentive Award Plan 5,061,952 1 — — — — — — 1 — 1

See Notes to Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash provided by operating activities

Fair value adjustments related to contingent consideration — 1,678 11,152

Equity-based compensation of Karman Topco L.P. (1,524 ) 723 (2,524 )

Income from equity method investments (7,491 ) (2,064 ) (5,511 )

Distribution received from equity method investments 1,810 3,289 2,100

Gain on divestiture and deconsolidation of subsidiaries (27,983 ) — (58,891 )

Changes in operating assets and liabilities, net of effects from divestitures:

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investments in unconsolidated affiliates (3,736 ) (13,932 ) (3,023 )

Purchase and development of capitalized software (46,434 ) (47,501 ) (20,872 )

Proceeds from sale of investments in unconsolidated affiliates — — 4,428

CASH FLOWS FROM FINANCING ACTIVITIES

Debt issuance costs — (971 ) —

Contingent consideration payments — (5,655 ) (1,867 )

Holdback payments — — (944 )

Redemption of noncontrolling interest — — (154 )

Net change in cash, cash equivalents and restricted cash 32,236 83,549 1,381

See Notes to the Consolidated Financial Statements.

ADVANTAGE SOLUTIONS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

On July 25, 2014, Karman Topco L.P. (“Topco”) completed the acquisition (the “2014 Topco Acquisition”) of Advantage Sales & Marketing Inc., which became a wholly owned indirect subsidiary of Topco. The equity units of Topco are held by equity funds affiliated with or advised by CVC Capital Partners, Leonard Green & Partners, Juggernaut Capital Partners, Centerview Capital, L.P., and Bain Capital.

On September 7, 2020, Topco and one of its subsidiaries entered into an agreement and plan of merger (as amended, modified, supplemented or waived, the “Merger Agreement”), with Conyers Park II Acquisition Corp., a Delaware corporation, now known as Advantage Solutions Inc. (“Conyers Park”), CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park. On October 28, 2020, Conyers Park consummated the merger pursuant to the Merger Agreement, and became a majority-owned subsidiary of Topco and changed its name to Advantage Solutions Inc. (the “Company” or “Advantage”).

The Company is headquartered in St. Louis, Missouri, and is a business solutions provider to consumer packaged goods (“CPG”) manufacturers and retailers.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The financial information set forth herein reflects: (a) the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders’ Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 and (b) the Consolidated Balance Sheets as of December 31, 2025 and 2024. The consolidated financial statements for the years ended December 31, 2025, 2024, and 2023 reflect Topco’s basis in the assets and liabilities of the Company, as a result of the 2014 Topco Acquisition. The Company’s share in the earnings or losses for its investments in affiliates is reflected in “Investments in unconsolidated affiliates” and “Income from equity method investments” in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss, respectively. When an equity method investment is considered integral to the reporting entity’s ongoing operations, the reporting entity’s share of the investee’s earnings or losses is presented within operating income (loss). All intercompany balances and transactions have been eliminated upon consolidation.

Discontinued Operations

The Company presents discontinued operations when there is a disposal of a component or a group of components that represents a strategic shift that will have a major effect on operations and financial results. The results of discontinued operations are reported in net income (loss) from discontinued operations in the consolidated statements of operations for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell. Assets and liabilities related to a business classified as held for sale or meets the criteria for discontinued operations are segregated in the consolidated balance sheets for the current and prior periods presented. Cash flows for continuing and discontinued operations are segregated in Note 2—Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture for theprior periods. When proceeds are not utilized to paydown long-term debt, the assets and liabilities associated with discontinued operations in the current period balance sheet are classified as current. No components met the criteria for classification as discontinued operations during the year ended December 31, 2025.

The notes to the consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 17—Operating Segments and Geographic Information for additional information on the Company’s reportable segments. Refer to Note 2—Discontinued Operations, Divestitures and Deconsolidation of European Joint Venturefor additional information on the Company’s discontinued operations.

Reportable Segments

When evaluating the Company’s financial performance, the chief operating decision maker (“CODM”) regularly reviews revenues, compensation and benefits, reimbursable expenses and other segment items. Refer to Note 17—Operating Segments and Geographic Information for additional information on the Company’s reportable segments.

Deconsolidation of European Joint Venture

On November 30, 2023 the Company reduced its equity interest in Advantage Smollan Limited (“ASL”), its European joint venture, from a majority interest to a minority interest of 49.6%. The Company also removed certain participating rights with ASL related to capital allocation and certain of the Company’s decision making rights, resulting in a loss of control. Therefore, in accordance with Accounting Standards Codification 810 (“ASC 810”), Consolidation, ASL was deconsolidated from the Company’s consolidated financial statements resulting in the recognition of a $58.9 million gain for the year ended December 31, 2023. Effective December 1, 2023, the Company’s investment in ASL is accounted for under the equity method of accounting, with the investment reported in “Investments in unconsolidated affiliates” on the Consolidated Balance Sheets and equity income reported in “Income from equity method investments” on the Consolidated Statements of Operations and Comprehensive Loss.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. The Company’s estimates primarily include revenues, workers’ compensation and employee medical claim reserves, fair value of contingent consideration, leases, income taxes, derivative instruments and fair value considerations in applying purchase accounting and assessing goodwill and other asset impairments.

Foreign Currency

The Company’s reporting currency is U.S. dollars as that is the currency of the primary economic environment in which the Company operates. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using weighted‐average exchange rates for the period, which approximate the rates in effect when the underlying transactions occurred. Gains and losses from these translations are included in “Accumulated other comprehensive loss” in the Consolidated Statements of Stockholders’ Equity. Transactions in foreign currencies other than the entities’ functional currency are converted using the rate of exchange at the date of transaction. The gains or losses arising from the revaluation of foreign currency transactions to functional currency are included in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in Accumulated other comprehensive loss in stockholders’ equity. The Company reports gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are of a long-term investment nature, in “Other comprehensive loss” in the Consolidated Statements of Operations and Comprehensive Loss. These items had an immaterial impact on the results of operations for each of the years ended December 31, 2025, 2024, and 2023.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on hand and highly liquid investments having an original maturity of three months or less. The Company’s investments consist primarily of U.S. Treasury securities. The Company’s investments are carried at cost, which approximates fair value. The Company has restricted cash related to funds received from clients that will be disbursed at the direction of those clients. Corresponding liabilities have been recorded in “Other accrued expenses” in the Consolidated Balance Sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Company’s Consolidated Statements of Cash Flows:

December 31,

The following table provides supplemental disclosure of cash flow information:

Year Ended December 31,

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES

SUPPLEMENTAL CASH FLOW INFORMATION

Cash received from interest rate derivatives $ — $ 30,824 $ 28,808

Accounts Receivable and Expected Credit Losses

Accounts receivable consist of amounts due from clients for services provided in normal business activities and are recorded at invoiced amounts. The Company measures expected credit losses against certain billed receivables based upon the latest information regarding whether invoices are ultimately collectible. Assessing the collectability of client receivables requires management judgment. The Company determines its expected credit losses by specifically analyzing individual accounts receivable, historical bad debts, client creditworthiness, current economic conditions, and accounts receivable aging trends. Valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectability of accounts receivable becomes available. Upon determination that a receivable is uncollectible, the receivable balance and any associated reserve is written off.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable and cash balances at various financial institutions. The Company maintains cash balances in accounts at various financial institutions. At times such cash balances may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Derivatives

The Company uses financial instruments to hedge interest rate and foreign exchange risk. Derivative instruments, used to hedge interest rates, consist of interest rate swaps and interest rate collars and caps. Interest rate swap contracts involve the exchange of floating rate interest payment obligations for fixed interest rate payments without the exchange of the underlying principal amounts. Interest rate collar and cap contracts limit the floating interest rate exposure to the indicative rate in the agreement. Derivatives are initially recognized at fair value on the date a contract is entered into and are subsequently re-measured at fair value. The fair values of derivatives are measured using observable market prices or, where market prices are not available, by using discounted expected future cash flows at prevailing interest and exchange rates. The Company does not designate these derivatives as hedges for accounting purposes, and as a result, all changes in the fair value of derivatives used to hedge interest rates and foreign exchange risk are recorded in “Interest expense, net” and in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Cash flows associated with such derivatives are reported in cash flows from operating activities in the Consolidated Statements of Cash Flows. These arrangements contain an element of risk in that the counterparties may be unable to meet the terms of such arrangements. In the event the counterparties are unable to fulfill their related obligations, the Company could potentially incur significant additional costs by replacing the positions at then current market rates. The Company manages its risk of exposure by limiting counterparties to those banks and institutions deemed appropriate by management.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets consist primarily of prepaid insurance, prepaid taxes, prepaid payroll, and other expenses. Prepaid expenses are recorded at cost and are amortized over the periods benefited using the straight-line method. The Company reviews prepaid expenses at each balance sheet date and adjusts the carrying amounts as necessary to reflect the remaining estimated benefit.

Property, Equipment and Capitalized Software

Property and equipment are stated at cost, and the balances are presented net of accumulated depreciation. Leasehold improvements are amortized on a straight-line basis over the shorter of their respective lease terms or their respective estimated useful lives. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the Consolidated Balance Sheets and the resulting gain or loss is reflected in the “Cost of revenues” and “Selling, general, administrative expenses” within the Consolidated Statements of Operations and Comprehensive Loss, depending on the nature of the assets. Expenditures for maintenance and repairs are expensed as incurred, whereas expenditures for improvements and replacements are capitalized. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets. The following table provides the range of estimated useful lives used for each asset type:

Leasehold improvements 3—10 years

Furniture and fixtures 3—7 years

Computer hardware and other equipment 3—5 years

Software 3—7 years

The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within property and equipment. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally not exceeding seven years. Maintenance and training costs are charged to expense as incurred and included in operating expenses. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments to capitalized internal-use software for the years ended December 31, 2025 and 2024.

Equity Method Investments

Investments in companies in which the Company exercises significant influence over the operating and financial policies of the investee and are not required to be consolidated are accounted for using the equity method. The Company’s proportionate share of the net income or loss of equity method investments is included in the results of operations and any dividends received reduce the carrying value of the investment. Gains and losses from changes in the Company’s ownership interests are recorded in results of operations until control is achieved. In instances in which a change in the Company’s ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Distributions received from unconsolidated entities that represent returns on the Company’s investment are reported as cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows. Cash distributions from unconsolidated entities that represent returns of the Company’s investment are reported as cash flows from investing activities.

Divestitures

The Company nets the proceeds from the divestitures of businesses with the carrying amount of the related net assets and liabilities and records a gain or loss in the Consolidated Statements of Operations and Comprehensive Loss. Any contingent payments that are potentially due to the Company as a result of these divestitures are realized or realizable. For divestitures of businesses, the Company includes the relative fair value of goodwill associated with the businesses in the determination of the gain or loss on sale.

Discontinued Operations

The Company classifies a business that has been disposed of or is classified as held for sale as a discontinued operation when the disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of net loss in the Consolidated Statements of Operations and Comprehensive Loss.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired in an acquisition. The Company tests for impairment of goodwill at the reporting unit level. The Company generally combines components that have similar economic characteristics, nature of services, types of clients, distribution methods and

regulatory environment. The Company has five reporting units, Branded Services, Branded Agencies, Experiential Services, Merchandising and Retailer Agencies.

The Company tests its goodwill for impairment at the beginning of the fourth quarter of a given fiscal year and whenever events or changes in circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before performing a quantitative impairment test. To the extent that the qualitative approach indicates that it is more likely than not that the carrying amount is less than its fair value, the Company applies a quantitative approach. When it is determined that a quantitative impairment test should be performed, if the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment loss; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.

The Company’s annual goodwill impairment assessment for each year is performed as of October 1. The Company utilizes a combination of income and market approaches to estimate the fair value of its reporting units. The income approach utilizes estimates of discounted cash flows of the reporting units, which requires assumptions for the reporting units’ revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, terminal growth rates, capital cost expenditures as a percentage of revenue, discount rates, and incremental net working capital, all of which require significant management judgment. The market approach applies market multiples derived from the historical earnings data of selected guideline publicly-traded companies to the Company’s reporting units’ businesses and acquisition premiums of similar businesses involved in recent merger and acquisition transactions, which requires significant management judgment. The guideline companies are first screened by industry group and then further narrowed based on the reporting units’ business descriptions, markets served, competitors, EBITDA margins and revenue size. Market multiples are then selected from within the range of these guideline companies’ multiples based on the subject reporting unit. The Company compares a weighted average of the output from the income and market approaches to the carrying value of each reporting unit. The Company also compares the aggregate estimated fair value of its reporting units to the estimated fair value of its total market capitalization. The assumptions in the income and market approach are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy (described in “Fair Value Measurements,” below). The Company based its fair value estimates on assumptions it believes to be reasonable but which are unpredictable and inherently uncertain. A change in these underlying assumptions would cause a change in the results of the tests and, as such, could cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future. Additionally, if actual results are not consistent with the estimates and assumptions or if there are significant changes to the Company’s planned strategy, it may cause fair value to be less than the carrying amounts and result in an impairment of goodwill in the future.

In connection with the Company’s annual quantitative impairment test as of October 1, 2025, the Company concluded that the estimated fair value of the Branded Services and Merchandising reporting units were below their carrying amount. The decline in fair value primarily reflected higher discount rates driven by increases in market-based inputs, including risk-free rates and equity risk premiums, as well as updated market multiples for comparable publicly traded companies. The assessment also incorporated revised prospective financial information that reflected current expectations for revenue growth, margin performance, and operating cost trends. As a result, the Company recorded non-cash goodwill impairment charges of $13.1 million and $23.5 million for the Branded Services and Merchandising reporting units, respectively, which fully eliminated the remaining goodwill associated with both reporting units. These impairments do not impact the Company’s cash flows, liquidity, or compliance with financial covenants.

Effective January 1, 2024, the Company performed an interim impairment assessment for its five reporting units’ goodwill. Each of the fair values for the reporting units tested were in excess of its carrying amount. The fair values of the Branded Agencies and Experiential Services reporting units exceeded their respective carrying values by less than 20%.

During the second quarter of fiscal year 2024, the Company determined a triggering event occurred and an impairment assessment was warranted for the Branded Agencies reporting unit goodwill due to the pending sale of one of the businesses that comprised a substantial portion of the assets, liabilities and prospective cash flows of the Branded Agencies reporting unit. As a result of the impairment test performed, the Company recognized a goodwill impairment charge of $99.7 million related to the Company's Branded Agencies reporting unit goodwill for the year ended December 31, 2024, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss. As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.

In connection with the Company’s annual quantitative impairment test as of October 1, 2024, the Company concluded that the goodwill was not impaired as of October 1, 2024. Additionally, no triggering events were identified for the Branded Agencies, Experiential Services, Merchandising and Retailer Agencies reporting units through December 31, 2024. The fair values of the Branded Services, Branded Agencies and Merchandising reporting units exceeded their respective carrying values by less than 20%.

During the fourth quarter of fiscal year 2024, the Company identified a triggering event that required an impairment assessment of goodwill for the Branded Services reporting unit. The triggering event was due to the loss of clients and a reduction in the scope of client services as the Company’s clients implemented internal cost reduction initiatives in response to challenges in the broader markets in which they operate. As a result of the goodwill impairment test, the Company recognized a goodwill impairment charge of $133.5 million related to the Branded Services reporting unit during the year ended December 31, 2024. This charge is reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss. As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.

In connection with the Company's annual quantitative impairment test as of October 1, 2023, the Company concluded that the goodwill was not impaired as of October 1, 2023. The Company determined that no additional goodwill triggering events occurred through December 31, 2023.

The uncertainty and volatility in the economic environment in which the Company operates could have an impact on the Company's future growth and could result in future impairment charges. There is no assurance that actual future earnings, cash flows or other assumptions for the reporting units will not significantly decline from these projections.

Indefinite Lived Intangible Asset

The Company’s indefinite-lived intangible asset is the Advantage Trade Name. Prior to the segment change, the Company went to market with the Advantage Trade Name being specifically used and assessed for impairment in the Sales and Marketing businesses. As a result of the change in the Company's reportable segments effective as of January 1, 2024, the Company determined, based on the change in the planned use of the Advantage Trade Name intangible asset, that the Advantage Trade Name should be considered an entity-wide asset for reporting and impairment testing purposes. Intangible assets with indefinite useful lives are not amortized but tested annually, at the beginning of the fourth quarter, for impairment or more often if events occur or circumstances change that would create a triggering event. The Company has the option to perform a qualitative assessment of whether it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value before performing a quantitative impairment test. The Company tests its indefinite-lived intangible asset for impairment using a relief from royalty method by comparing the estimated fair value of the indefinite-lived intangible asset with the carrying value. The estimates used in the determination of fair value are subjective in nature and involve the use of significant assumptions. These estimates and assumptions include revenue growth rates, terminal growth rate, discount rate and royalty rate, all of which require significant management judgment. The assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The Company based its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from the estimates.

In connection with the Company’s annual quantitative impairment test as of October 1, 2025, the Company recognized an intangible asset impairment charge of $167.1 million related to the Advantage Trade Name, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss. The impairment resulted from updated prospective financial information reflecting current expectations for revenue growth.

As of January 1, 2024, the Company concluded there was a triggering event for an interim impairment assessment due to the change in unit of account of the indefinite-lived intangible asset. Based on the interim impairment assessment, the estimated fair value exceeded the carrying value by approximately 6%, thus no impairment was recorded.

In connection with the Company’s annual quantitative impairment test as of October 1, 2024, the Company concluded that the indefinite-lived intangible asset was not impaired.

During the fourth quarter of fiscal year 2024, the Company recognized an intangible asset impairment charge of $42.0 million as a result of the triggering event for the Branded Services reporting unit.

In connection with the Company’s annual quantitative impairment test as of October 1, 2023, the Company concluded that the indefinite-lived intangible asset was not impaired.

During the fourth quarter of 2023, the Company determined a triggering event occurred and an impairment assessment was warranted due to the deconsolidation of the Company’s European joint venture and the planned divestitures of a collection of foodservice businesses, which was determined to be held for sale. As a result, the Company recognized an intangible asset impairment charge of $43.5 million related to the Advantage Trade Name during the year ended December 31, 2023, which has been reflected in “Impairment of goodwill and indefinite-lived asset” in the Consolidated Statements of Operations and Comprehensive Loss.

Long-Lived Assets

Long-lived assets to be held and used, including finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk. No impairment related to the Company’s long-lived assets was recorded during the years ended December 31, 2025, 2024, and 2023.

Contingent Consideration

Certain of the Company’s acquisitions include contingent consideration arrangements, which are generally based on the achievement of future financial performance. If it is determined the contingent consideration arrangements are not compensatory, the fair values of these contingent consideration arrangements are included as part of the purchase price of the acquisitions or divestitures on their respective transaction dates. For each transaction, the Company estimates the fair value of contingent consideration payments as part of the initial purchase price and records the estimated fair value of contingent consideration related to proceeds from divestitures as an asset in “Other assets” or related to purchases of businesses as a liability in “Other accrued expenses” or “Other long-term liabilities” in the Consolidated Balance Sheets.

The Company reviews and assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from these initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in “Selling, general, and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Leases

The Company has obligations under various real estate leases, equipment leases, and software license agreements. The Company assesses whether these arrangements are or contain leases at lease inception. Classification of the leases between financing and operating leases is determined by assessing whether the lease transfers ownership of the asset to the Company, the lease grants an option for the Company to purchase the underlying asset, the lease term is for the majority of the asset’s remaining economic life, or if the minimum lease payments equal or substantially exceed all of the leased asset’s fair market value. The Company receives tenant improvement allowances from some of the landlords of its leased properties. The tenant improvement allowances that are expected to be received are included in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset and amortized over the applicable lease terms. As of December 31, 2025, the Company's finance leases were not material. Refer to Note 9—Leases, for further information regarding the Company’s operating leases.

Self-Insurance Liability

The Company maintains a high deductible program for workers’ compensation claims. Losses and liabilities relating to workers’ compensation claims and employee medical claims are fully insured beyond the Company’s deductible limits. The Company’s estimated liabilities are not discounted and are based on information provided by third party administrators, combined with management’s judgment regarding a number of assumptions and factors, including the frequency and severity of claims, claims development history, case jurisdiction, applicable legislation and claims settlement practices.

Restructuring

The Company's restructuring charges consist of employee severance, one-time termination benefits and ongoing benefits related to the reduction of its workforce, and other exit and disposal costs. One-time termination benefits are expensed at the date the Company notifies the employee, unless the employee must provide future service beyond a minimum retention period, in which case the benefits are expensed ratably over the future service period. Ongoing benefits are expensed when restructuring activities are probable and the benefit amounts are estimable.

During fiscal year 2024, the Company implemented restructuring plans including a Voluntary Early Retirement Program (“VERP”) and a cost savings program to improve operational performance and align cost structures consistent with revenue levels associated with business changes, which includes special termination benefits associated with a reduction-in-force (“2024 RIF”). The Company’s restructuring charges consist of settlement charges and special termination benefits associated with the VERP and 2024

RIF. One-time termination benefits are expensed at the time the VERP participants accept the offer or the Company notifies the 2024 RIF participants, and the amounts can be reasonably estimated. Liabilities for costs associated with the restructuring activities are measured at fair value and are recognized when the liability is incurred. See to Note 7—Restructuring, for further information regarding the Company’s restructuring activities.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services are transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts consist of a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period.

Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services, omni-commerce marketing services, and revenues related to the Company's European joint venture (prior to the deconsolidation during fiscal year 2023). Brokerage services revenues are primarily outsourced sales and services for branded CPG manufacturers at retailer headquarters, in-store and online. Branded merchandising services relate to merchandising in-store and online for branded CPG manufacturers. Omni-commerce marketing services primarily relate to digital and field marketing services.

Disaggregated revenues were as follows:

Year Ended December 31,

Branded Services

European joint venture (1) — — 374,366

Experiential Services

Retailer Services

(1)

The Company previously held a majority interest in a European joint venture that provided retail and sales solutions across multiple markets, which the Company deconsolidated in fiscal year 2023 after its ownership interest was reduced.

The Company is party to certain client contracts that include variable consideration, whereby the ultimate consideration is contingent on future events such as the client’s sales to retailers, hours worked, event count, costs incurred, and performance incentive bonuses. For commission-based service contracts, the consideration received from the client is variable because the Company earns an agreed upon percentage of the client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis. Revenues are recognized for the commission earned during the applicable reporting period. The Company generally earns commission revenues from headquarter relationship management, analytics, insights and intelligence, e-commerce, administration, private label development and retail services arrangements. As part of these arrangements, the Company provides a variety of services to CPG manufacturers in order to improve the manufacturer’s sales at retailers. This includes primarily outsourced sales, business development, category and space management, relationship management, and sales strategy services. In exchange for these services, the Company earns an agreed upon percentage of its client’s sales to retailers, which is agreed upon on a manufacturer-by-manufacturer basis.

For service contracts whereby the client is charged a fee per hour incurred or fee per event completed, revenues are recognized over time as actual hours are incurred or as events are completed, respectively. For service contracts with a cost-plus arrangement, revenues are recognized on a gross basis over time for a given period based on the actual costs incurred plus a fixed mark-up fee that is negotiated on a client-by-client basis.

For certain contracts with clients, the Company is entitled to additional fees upon meeting specific performance goals or thresholds, which are referred to as bonus revenues. Bonus revenues are estimated and are recognized as revenues as the related services are performed for the client.

The variability of the consideration for the services transferred during a reporting period is typically resolved by the end of the reporting period. However, for certain client contracts, the Company is required to estimate the variable consideration for the services that have been transferred to the client during the reporting period. The Company typically estimates the variable consideration based on the expected value method. Estimates are based on historical experience and current facts known during the reporting period. The Company only recognizes revenues related to variable consideration if it is probable that a significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. When such probable threshold is not satisfied, the Company will constrain some or all of the variable consideration and the constrained variable consideration will not be recognized as revenues. The Company records an adjustment to revenue for differences between estimated revenues and the amounts ultimately invoiced to the client. Adjustments to revenue during the current period related to services transferred during prior periods were not material during the years ended December 31, 2025, 2024, and 2023.

The Company has contracts that include fixed consideration such as a fee per project or a fixed monthly fee. For contracts with a fee per project, revenues are recognized over time using an input method such as hours worked that reasonably depicts the Company’s performance in transferring control of the services to the client. The Company determined that the input method represents a reasonable method to measure the satisfaction of the performance obligation to the client. For contracts with a fixed monthly fee, revenues are recognized using a time-based measure resulting in straight-line revenue recognition. A time-based measure was determined to represent a reasonable method to measure the satisfaction of the performance obligation to the client because the Company has a stand ready obligation to make itself available to provide services upon the client’s request or the client receives the benefit from the Company’s services evenly over the contract period.

The Company evaluates each client contract individually in accordance with the applicable accounting guidance to determine whether the Company acts as a principal (whereby the Company would present revenues on a gross basis), or as an agent (whereby the Company would present revenues on a net basis). While the Company primarily acts as a principal in its arrangements and reports revenues on a gross basis, the Company will occasionally act as an agent and accordingly presents revenues on a net basis.

Substantially all of the Company’s contracts with its clients either have a contract term that is less than one year with options for renewal and/or can be canceled by either party upon 30 to 120 days’ notice. For the purpose of disclosing the transaction price allocated to remaining unsatisfied performance obligations or partially satisfied performance obligations, the Company elected policies to: (1) exclude contracts with a contract term of one year or less and (2) exclude contracts with variable consideration that is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation when that performance obligation qualifies as a series of remaining performance obligations. After applying these policy elections, the Company determined that it does not have a significant amount of fixed consideration allocated to remaining performance obligations for contracts with a contract term that exceeds one year.

When the Company satisfies its performance obligation and recognizes revenues accordingly, the Company has a present and unconditional right to payment and records the receivable from clients in “Accounts receivable” in the Consolidated Balance Sheets. The Company’s general payment terms are short-term in duration and the Company does not adjust the promised amount of consideration for the effects of a significant financing component.

Contract liabilities represent deferred revenues which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation(s) and are included in “Deferred revenues” in the Consolidated Balance Sheets. Deferred revenues are recognized as revenues when the related services are performed for the client. Revenues recognized during the years ended December 31, 2025, 2024, and 2023, included $21.1 million, $19.4 million, and $17.6 million of deferred revenues from the respective prior years.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The income tax provision (benefit) is computed on the pre-tax income (loss) of the entities located within each taxing jurisdiction based on current tax law. A valuation allowance for deferred tax assets is recorded to the extent that the ultimate realization of the deferred tax assets is not considered more likely than not.

Realization of the Company’s deferred tax assets is principally dependent upon its achievement of future taxable income, the estimation of which requires significant management judgment. These judgments regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans. These changes, if any, may require adjustments to deferred tax asset balances and deferred income tax expense.

Equity-based Compensation

The Company measures the cost of non-employee services received in exchange for an award of equity instruments based on the measurement date fair value. The cost is amortized over the requisite service period. The Company’s equity-based compensation is based on grant date fair value.

Stock-based Compensation

Stock-based compensation costs related to stock options granted to employees are measured at the date of grant based on the estimated fair value of the award. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The fair value for stock-settled restricted stock units (“RSUs”) and performance restricted stock units (“PSUs”) are based on the Company’s stock price on the date of grant.

The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of option-based awards. The assumptions used in the Company's option-pricing model represent management’s best estimates. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment, so that they are inherently subjective. If factors change and different assumptions are used, the Company's stock-based compensation expense could be materially different in the future. These assumptions include: (i) the fair value of ADV common stock, (ii) risk-free interest rate, (iii) expected term of the option, (iv) historical volatility of ADV common stock, and (v) anticipated dividend yield.

The Company recognizes compensation costs for awards with service vesting conditions on an accelerated method under the graded vesting method over the requisite service period of the award, which is generally the vesting term of three years. Stock-based compensation expense is included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations and Comprehensive Loss.

Warrant Liability

The Company accounted for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Changes in the estimated fair value of the warrants were recognized in “Change in fair value of warrant liabilities” in the Consolidated Statements of Operations and Comprehensive Loss. On October 28, 2025, the Company’s public and private placement warrants expired in accordance with their contractual terms. As of the expiration date, the warrants had no intrinsic value and a fair value of zero. Accordingly, the Company’s liability balance related to the warrants was fully extinguished as of December 31, 2025.

Other Comprehensive Income (Loss)

The Company’s comprehensive income (loss )includes net loss as well as foreign currency translation adjustments, net of tax. Unrealized foreign currency exchange gains and losses on certain intercompany transactions that are of a long-term investment nature (i.e., settlement is not planned or anticipated in the foreseeable future) are also recorded in accumulated other comprehensive loss in stockholders’ equity.

Fair Value Measurements

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Variable Interest Entities and Investments

In accordance with the guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, leases, guarantees, and equity investments, to determine if the entity in which it has a variable interest is a VIE. The Company’s analysis includes both quantitative and qualitative considerations. The Company bases its quantitative analysis on the forecasted cash flows of the entity, and its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and financial agreements. The Company also uses its quantitative and qualitative analyses to determine if it is the primary beneficiary of the VIE, and if such determination is made, it includes the accounts of the VIE in its consolidated financial statements.

Recent Accounting Pronouncements

Recent Accounting Standards Adopted by the Company

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company beginning in fiscal year 2025. The Company adopted the standard prospectively, as of December 31, 2025. Refer to Note 16—Income Taxes for additional information.

In November 2025, the FASB issued ASU 2025‐09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which provides targeted updates intended to improve the application of hedge accounting and better align financial reporting with entities’ risk management activities. The amendments are effective for public business entities for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted the standard prospectively as of December 31, 2025. The adoption of ASU 2025-09 did not have a material impact on the consolidated financial statements and related disclosures.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted and application on a prospective or retrospective basis. The Company is currently evaluating the impact of ASU 2024-03 on the consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs to reflect incremental and iterative development methods. The amendments remove prescriptive development stages and require capitalization of software costs once management has authorized and committed to funding the project and it is probable the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted and application on a prospective, modified retrospective, or retrospective basis. The Company is currently evaluating the impact of ASU 2025-06 on the consolidated financial statements and related disclosures.

All other new accounting pronouncements issued, but not yet effective or adopted have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted.

2. Discontinued Operations, Divestitures and Deconsolidation of European Joint Venture

Discontinued Operations

The Company classifies a business that has been disposed of or is classified as held for sale as a discontinued operation when the criteria prescribed by FASB ASC 205, Presentation of Financial Statements are met. The 2023 Divestitures (as described below) along with the 2024 Divestitures (as described below) (collectively, the “discontinued operations” that are all part of the divestiture plan) met the criteria for discontinued operations presentation as their dispositions represent a strategic shift that has had a major effect on the Company's operations and financial results.

As part of the agreements for certain divestitures, the Company has agreed to provide certain transitional services as detailed within respective transition services agreements for a period of time after sale. Income and expenses related to these transitional services are immaterial and are reported in “Net loss from continuing operations” on the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2024, all businesses that were previously classified as discontinued operations had been fully divested.

The following table presents the summarized statements of operations of discontinued operations.

Year Ended December 31,

Selling, general, and administrative expenses 15,816 14,855

Operating income from discontinued operations 95,000 29,536

Other expenses:

Interest expense 48 68

Total other expenses 48 68

Income before income taxes from discontinued operations 94,952 29,468

ADV US Equity

ADV · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

ADV US Equity☆

ADV · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

ADV US Equity