What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-07-24 · 191 added, 146 removed, 750 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

20 unchanged sentences

Current liabilities of discontinued operations

24,359 31,763

Total current liabilities 1,477,575 1,263,780

8 unchanged sentences

Preferred stock—authorized 1,000,000 shares of $ 0.01 par value;

zero issued and outstanding as of June 30, 2025 and December 31, 2024

zero issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock—authorized 3,999,000,000 shares of $ 0.01 par value;

issued and outstanding shares of 777,957,176 and 836,589,761 as of June 30, 2025 and December 31, 2024, respectively

issued and outstanding shares of 764,979,025 and 836,589,761 as of September 30, 2025 and December 31, 2024, respectively

Class B common stock—authorized 100,000,000 shares of $ 0.01 par value;

issued and outstanding shares of 54,744,525 as of June 30, 2025 and December 31, 2024

issued and outstanding shares of 54,744,525 as of September 30, 2025 and December 31, 2024

Additional paid-in capital 6,666,054 7,117,098

7 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Interest expense, net

( 112,617 ) ( 161,830 ) ( 349,294 ) ( 358,980 )

Other income (expense) ( 3,835 ) 17,735 ( 7,896 ) 44,907

22 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

(in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Number of Common Shares Number of Class B Common Shares Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

7 unchanged sentences

Ending balance 764,979 54,745 $ 7,650 $ 547 $ 6,666,054 $ ( 3,007,138 ) $ ( 8,329 ) $ 3,658,784

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

10 unchanged sentences

(in thousands)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

7 unchanged sentences

Ending balance 764,979 54,745 $ 7,650 $ 547 $ 6,666,054 $ ( 3,007,138 ) $ ( 8,329 ) $ 3,658,784

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

11 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

8 unchanged sentences

Loss on extinguishment of debt 11,241 4,509

Intangible and other asset impairments 1,504 21,296

Goodwill, intangible, and other asset impairments

15,094 21,296

Unrealized (gain) loss on interest rate swap contracts 57,206 61,128

9 unchanged sentences

Purchases of property and equipment ( 125,695 ) ( 130,114 )

Proceeds (payments) from divestiture of businesses

Proceeds (payments) from interest rate swaps

6 unchanged sentences

Proceeds from receivables facility

206,910 189,861

Repayment of receivables facility

( 173,720 ) ( 202,747 )

Proceeds (payments) from interest rate swaps 51,228 72,249

Repurchases of common stock, including excise tax

( 606,767 ) ( 93,356 )

Dividends on common stock ( 141,800 ) ( 132,214 )

12 unchanged sentences

ADT Inc., together with its wholly-owned subsidiaries (collectively, “ADT” or the “Company”), provides security, interactive, and smart home solutions to consumer and small business customers in the United States (“U.S.”).

As of June 30, 2025, certain entities managed by affiliates of Apollo Global Management, Inc.

As of September 30, 2025, certain entities managed by affiliates of Apollo Global Management, Inc.

(“Apollo”) owned approximately 12.4 % of the Company’s outstanding Common Stock, including shares of Class B common stock (“Class B Common Stock”) (on an as-converted basis).

31 unchanged sentences

Recently Issued

Targeted Improvements to the Accounting for Internal-Use Software - ASU 2025-06, Intangibles — Goodwill and Other (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , removes all references to prescriptive and sequential software development stages, requiring an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended, as well as other evaluation and disclosure updates.

This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The amendments in this ASU permit an entity to apply the new guidance using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, and a retrospective transition approach.

The Company is currently evaluating the impact of this guidance on its financial statements and disclosures.

Disaggregation of Income Statement Expenses - ASU 2024-03 , Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

8 unchanged sentences

The guidance is effective for annual reporting periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application also a permitted option.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statements and disclosures.

The Company is currently evaluating the impact of this guidance on its financial statements and disclosures and will include required disclosures in the Annual Report on Form 10-K for the year ended December 31, 2025.

Disclosure Improvements - ASU 2023-06, Disclosure Improvements:

2 unchanged sentences

The Company is monitoring the potential impact of this guidance on its financial statements and disclosures.

Significant Accounting Policies

Unless otherwise noted, the Company’s accounting policies, including those presented herein, do not materially differ from those disclosed in the 2024 Annual Report.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Significant Accounting Policies

Unless otherwise noted, the Company’s accounting policies, including those presented herein, do not materially differ from those disclosed in the 2024 Annual Report.

Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents

The following table reconciles the amounts below reported in the Condensed Consolidated Balance Sheets to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Cash and cash equivalents $ 62,806 $ 96,212

5 unchanged sentences

Use of the funds must be agreed to by State Farm Fire & Casualty Company (“State Farm”) and the Company.

The remaining balance relates to the Company’s uncommitted receivables securitization financing agreement (the “ 2020 Receivables Facility”) (refer to Note 6 “Debt”).

Substantially all of the balance of the Opportunity Fund was subsequently repaid to State Farm on October 24, 2025 in connection with the expiration of this agreement.

The remaining restricted cash and restricted cash equivalents relate to the Company’s uncommitted receivables securitization financing agreement (the “ 2020 Receivables Facility”) (refer to Note 6 “Debt”).

Inventories, net

6 unchanged sentences

The Company depreciates and amortizes these pooled costs using an accelerated method over the estimated life of the customer relationship, which is 15 years.

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Gross carrying amount $ 7,055,660 $ 6,878,490

2 unchanged sentences

Depreciation of subscriber system assets and amortization of deferred subscriber acquisition costs are reflected in depreciation and intangible asset amortization and SG&A, respectively, as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

$ 64,040 $ 56,119 $ 186,547 $ 165,454

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses and Other Current Liabilities

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Accrued interest $ 77,464 $ 107,116

4 unchanged sentences

Physically settled forward share repurchase liabilities (see Note 9 “Equity”)

1,267 104,175

Other accrued liabilities 193,158 181,101

Accrued expenses and other current liabilities $ 517,124 $ 634,904

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

3 unchanged sentences

These investments are generally classified as Level 1 fair value measurements, which represent unadjusted quoted prices in active markets for identical assets or liabilities.

As of June 30, 2025 and December 31, 2024, investments in money market mutual funds were $ 16 million and $ 90 million, respectively.

As of September 30, 2025 and December 31, 2024, investments in money market mutual funds were $ 50 million and $ 90 million, respectively.

Long-Term Debt Instruments - The fair values of the Company’s long-term debt instruments are determined using broker-quoted market prices, which represent quoted prices for similar assets or liabilities as well as other observable market data, and are classified as Level 2 fair value measurements.

1 unchanged sentence

Refer to Note 6 “Debt.”

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Carrying

9 unchanged sentences

Refer to Note 2 “Revenue and Receivables.”

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Carrying

7 unchanged sentences

Disaggregated Revenue

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

( in thousands )

18 unchanged sentences

Remaining Performance Obligations

As of June 30, 2025, the Company’s total remaining unsatisfied performance obligations relating to the provision of monitoring and related services are as follows (in thousands) :

As of September 30, 2025, the Company’s total remaining unsatisfied performance obligations relating to the provision of monitoring and related services are as follows (in thousands) :

$ 1,901,357 $ 1,052,430 $ 498,703 $ 261,187 $ 3,713,677

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

12 unchanged sentences

Subsequent to origination, the Company monitors the delinquency status of the RICs as the key credit quality indicator.

Delinquent billed RICs are not material.

Delinquent billed RICs are not a material portion of the Company’s RICs.

The allowance for credit losses relates to RICs from outright sales transactions and is not material.

The following is a summary of unbilled retail installment contract receivables, net:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Retail installment contract receivables, gross $ 686,489 $ 678,174

5 unchanged sentences

Retail installment contract receivables, net $ 653,970 $ 669,326

As of June 30, 2025 and December 31, 2024, RICs, net, for which the Company grants a security interest as collateral for borrowings under the 2020 Receivables Facility were $ 594 million and $ 575 million, respectively.

As of September 30, 2025 and December 31, 2024, RICs, net, for which the Company grants a security interest as collateral for borrowings under the 2020 Receivables Facility were $ 593 million and $ 575 million, respectively.

Refer to Note 6 “Debt” for further discussion regarding the 2020 Receivables Facility.

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Contract assets, gross $ 65,581 $ 46,031

8 unchanged sentences

The Company’s CODM is its Chairman, President, and Chief Executive Officer.

The CODM evaluates performance and allocates resources on a consolidated basis using various measures primarily through reviews of various operational performance packages, earnings releases, investor presentations, and the Company’s SEC filings, as well as through the approval of the Company’s annual budget and forecast.

The CODM evaluates performance and allocates resources on a consolidated basis using various measures primarily through reviews of operational performance packages, earnings releases, investor presentations, and the Company’s SEC filings, as well as through the approval of the Company’s annual budget and forecast.

The Company’s reported segment profit measure is net income (loss) as this measure is most consistent with the amounts included in the Condensed Consolidated Statements of Operations.

4 unchanged sentences

The following presents a reconciliation to the Company’s net income (loss) as reported in the Condensed Consolidated Statements of Operations and includes segment revenues, significant segment expenses that are regularly provided to or easily computed from information regularly provided to the CODM, other segment expenses, and adjustments to reconcile to net income (loss).

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

47 unchanged sentences

Exit charges incurred and paid were not material in 2025.

During the six months ended June 30, 2024, the Company paid approximately $ 18 million associated with the ADT Solar Exit primarily related to employee separation and other restructuring costs.

During the nine months ended September 30, 2024, the Company paid approximately $ 21 million associated with the ADT Solar Exit primarily related to employee separation and other restructuring costs.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three and six months ended June 30, 2024, respectively, the Company incurred aggregate exit charges of $ 13 million and $ 89 million, which have been recognized within income (loss) from discontinued operations, net of tax related to (i) $ 1 million and $ 36 million, associated with the write-down and disposition of inventory and asset impairments, (ii) $ 10 million and $ 29 million, associated with the disposition of the existing installation pipeline, (iii) $ 1 million and $ 12 million, associated with employee separation costs, and (iv) $ 2 million and $ 12 million, associated with contract termination and other charges.

During the three months ended September 30, 2024, aggregate exit charges were not material.

During the nine months ended September 30, 2024, the Company incurred aggregate exit charges of $ 88 million, which have been recognized within income (loss) from discontinued operations, net of tax related to (i) $ 34 million associated with the write-down and disposition of inventory and asset impairments, (ii) $ 29 million associated with the disposition of the then existing installation pipeline, (iii) $ 13 million associated with employee separation costs, and (iv) $ 11 million associated with contract termination and other charges.

The following reconciliations represent the major classes of line items of the Solar Business presented within discontinued operations.

Cash flows related to discontinued operations were not significant during the six months ended June 30, 2025 and June 30, 2024.

Cash flows related to discontinued operations were not significant during the nine months ended September 30, 2025 and September 30, 2024.

Balance Sheet Information

There were no material assets of discontinued operations as of June 30, 2025 and December 31, 2024.

(in thousands) June 30, 2025 December 31, 2024

There were no material assets of discontinued operations as of September 30, 2025 and December 31, 2024.

(in thousands) September 30, 2025 December 31, 2024

Current maturities of long-term debt $ — $ 22

7 unchanged sentences

Statements of Operations Information

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Other (income) and expense items

— ( 8 ) 42 1,473

Income (loss) from discontinued operations before income taxes 2,198 ( 5,005 ) ( 4,407 ) ( 138,277 )

3 unchanged sentences

During the periods presented, activity reflected in discontinued operations, net of tax, relating to the Commercial Divestiture was not material.

During the nine months ended September 30, 2024, the Company paid the purchaser of the Commercial Business $ 21 million related to the settlement of post-closing adjustments.

In connection with the Commercial Divestiture, the Company entered into a Transition Services Agreement (the “Commercial TSA”).

During the three and six months ended June 30, 2025, Commercial TSA income was not material.

During the three and six months ended June 30, 2024, the Company recognized $ 11 million and $ 22 million, respectively, of Commercial TSA income, which is reflected in other income (expense) within continuing operations.

During the three and nine months ended September 30, 2025, Commercial TSA income was not material.

During the three and nine months ended September 30, 2024, the Company recognized $ 14 million and $ 36 million, respectively, of Commercial TSA income, which is reflected in other income (expense) within continuing operations.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Multifamily Divestiture

On September 12, 2025, the Company entered into an Asset Purchase Agreement to sell substantially all of the assets and certain specified liabilities of its multifamily business (the “Multifamily Divestiture”).

As a result, the disposal group was classified and reflected as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2025, including $ 58 million of other assets.

The remaining balances were not material and are presented in prepaid expenses and other current assets, accrued expenses and other current liabilities, and other liabilities, as applicable.

Additionally, in connection with the classification of the disposal group as held for sale, the Company recorded various impairment charges and other adjustments as of September 30, 2025, which were not material.

Refer to Note 5 “Goodwill and Other Intangible Assets.”

Subsequent event - On October 1, 2025, the Company completed the Multifamily Divestiture for a purchase price of approximately $ 56 million, subject to certain customary post-closing adjustments.

GOODWILL AND OTHER INTANGIBLE ASSETS

There were no changes in the carrying amounts of goodwill since December 31, 2024.

During the three months ended September 30, 2025, the Company recorded a goodwill impairment charge of $ 12 million in connection with the Multifamily Divestiture, which is reflected in SG&A, and reclassified the remaining $ 6 million of goodwill to held for sale.

Refer to Note 4 “Divestitures.”

Other Intangible Assets

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Gross Carrying

17 unchanged sentences

Amortization ( 408,670 )

Balance as of June 30, 2025 $ 2,756,382

Balance as of September 30, 2025 $ 2,771,936

________________

1 unchanged sentence

Payments for customer contract additions under the Company’s authorized dealer program and from other third parties are reflected as dealer generated customer accounts and bulk account purchases on the Condensed Consolidated Statements of Cash Flows.

During the three months ended June 30, 2025, the Company completed a bulk customer account purchase for a contractual purchase price of $ 101 million, subject to reduction based on customer retention, and paid initial cash at closing of $ 89 million.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2025, the Company completed multiple bulk customer account purchases for an aggregate contractual purchase price of $ 132 million, subject to reductions based on customer retention, and paid total cash at the closings of $ 115 million.

Definite-Lived Intangible Asset Amortization Expense

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

Definite-lived intangible asset amortization expense $ 161,232 $ 151,817 $ 470,501 $ 453,359

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s debt is comprised of the following (in thousands) :

Description Issued Maturity Interest Rate (1)

Interest Payable June 30, 2025 December 31, 2024

Interest Payable September 30, 2025 December 31, 2024

First Lien Term Loan B due 2030

17 unchanged sentences

Unamortized debt discount, net

( 21,007 ) ( 12,081 )

Unamortized deferred financing costs

( 25,696 ) ( 26,990 )

Unamortized purchase accounting fair value adjustment and other

( 106,803 ) ( 115,201 )

Total debt 7,805,833 7,707,073

Current maturities of long-term debt, net of unamortized debt discount

( 521,725 ) ( 195,791 )

Long-term debt $ 7,284,108 $ 7,511,282

_________________

(1) Interest rate as of June 30, 2025.

Interest on the 2020 Receivables Facility is primarily based on the Secured Overnight Financing Rate (“SOFR”) + 0.95 % and Lender Cost of Funds (“COF”) + 0.85 %.

(1) Interest rate as of September 30, 2025.

Interest on the 2020 Receivables Facility is primarily based on the Secured Overnight Financing Rate (“SOFR”) + 0.95 % and Lender Cost of Funds + 0.85 %.

(2) Maturity date for the 2020 Receivables Facility represents the final maturity date of current loans borrowed under the facility.

(3) Refer to Note 13 “Leases” for additional information regarding the Company’s finance leases.

As of June 30, 2025, the Company was in compliance with all financial covenant and other maintenance tests for all of its debt obligations.

As of September 30, 2025, the Company was in compliance with all financial covenant and other maintenance tests for all of its debt obligations.

First Lien Credit Agreement

The Company’s first lien credit agreement, dated as of July 1, 2015 (together with subsequent amendments and restatements, the “First Lien Credit Agreement”), consists of term loans (the “First Lien Term Loan B due 2030” and “First Lien Term Loan B-2 due 2032”) and the First Lien Revolving Credit Facility.

During the six months ended June 30, 2025, the Company borrowed and repaid $ 133 million under the First Lien Revolving Credit Facility.

As of June 30, 2025, the available borrowing capacity was $ 800 million.

During the six months ended June 30, 2024, the Company borrowed and repaid $ 260 million under the First Lien Revolving Credit Facility.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2025, the Company borrowed and repaid $ 198 million under the First Lien Revolving Credit Facility.

As of September 30, 2025, the available borrowing capacity was $ 800 million.

During the nine months ended September 30, 2024, the Company borrowed and repaid $ 325 million under the First Lien Revolving Credit Facility.

Significant activity since December 31, 2024 is as follows:

• March 2025 - The Company amended and restated the First Lien Credit Agreement, which provided for the issuance of a new $ 600 million first lien seven-year term loan facility (the “First Lien Term Loan B-2 due 2032”) due March 7, 2032 (subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness of Prime Security Services Borrower, LLC and its subsidiaries if, on such date, the aggregate principal amount of such indebtedness equals or exceeds $ 1 billion).

Loans under the First Lien Term Loan B-2 due 2032 are treated as a separate class from the existing loans under the First Lien Term Loan due 2030.

The First Lien Term Loan B-2 due 2032 requires scheduled quarterly amortization payments, commencing on June 30, 2025, equal to 0.25 % of the original principal amount of the First Lien Term Loan B-2 due 2032, with the remaining balance payable at maturity.

Debt issuance costs were not material.

The Company may make voluntary prepayments on the First Lien Term Loan B-2 due 2032 at any time prior to maturity at par, however, such prepayment will be subject to a 1.00 % prepayment premium in the event of certain specified refinancing events during the first six months after March 7, 2025.

• June 2025 - Certain lenders provided commitments to fund an additional $ 550 million of term loans as part of the First Lien Term Loan B-2 due 2032.

The closing of this transaction, which remains subject to market and other customary conditions, is expected to occur on or around July 25, 2025.

Additionally, during June 2025, the Company issued a notice of partial redemption for $ 550 million of the First Lien Notes due 2026, which will be redeemed on July 27, 2025.

The Company intends to use proceeds from the First Lien Term Loan B-2 due 2032 for the partial redemption of the First Lien Notes due 2026.

• March 2025 - The Company amended and restated the First Lien Credit Agreement, which provided for the issuance of a new $ 600 million first lien seven-year term loan (the “First Lien Term Loan B-2 due 2032”) (subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness of Prime Security Services Borrower, LLC and its subsidiaries if, on such date, the aggregate principal amount of such indebtedness equals or exceeds $ 1 billion), and received net proceeds of $ 597 million.

Loans under the First Lien Term Loan B-2 due 2032 are treated as a separate class from the existing loans under the First Lien Term Loan B due 2030.

The First Lien Term Loan B-2 due 2032 requires scheduled quarterly amortization payments, which commenced on June 30, 2025, equal to 0.25 % of the original principal amount of the First Lien Term Loan B-2 due 2032, with the remaining balance payable at maturity.

Additionally, the Company used the net proceeds to redeem $ 500 million of the First Lien Notes due 2026.

• July 2025 - The Company amended and restated the First Lien Credit Agreement, which provided for the issuance of $ 550 million of incremental borrowings under the First Lien Term Loan B-2 due 2032, and received net proceeds of $ 545 million.

These incremental borrowings have the same terms as existing loans under the First Lien Term Loan B-2 due 2032.

Additionally, the Company used the net proceeds and cash on hand to redeem $ 550 million of the First Lien Notes due 2026.

Debt issuance costs incurred as a result of the transactions above were not material during the period.

Other than as described above, the term loans under the amended and restated First Lien Credit Agreement continue to have the same terms as provided under the existing First Lien Credit Agreement, and the parties to the amended and restated First Lien Credit Agreement continue to have the same obligations set forth in the existing First Lien Credit Agreement.

First Lien Notes due 2026 Partial Redemption

Subsequent Events - In October 2025, the Company amended and restated the First Lien Credit Agreement, which provided for the issuance of $ 300 million of incremental borrowings under the First Lien Term Loan B-2 due 2032.

The Company used the proceeds to partially redeem the Second Lien Notes due 2028.

Also in October 2025, the Company partially redeemed $ 200 million of the First Lien Term Loan B due 2030 with proceeds from the Term Loan A due 2030.

Term Loan A due 2030

Subsequent event - In October 2025, the Company entered into a term loan credit agreement for an aggregate principal amount of $ 325 million of term loans under a senior secured term loan A facility (the “Term Loan A due 2030”).

The Company used a portion of the proceeds to redeem $ 200 million of the First Lien Term Loan B due 2030 and intends to use the remaining proceeds for additional debt redemption.

First Lien Notes due 2033

Subsequent event - In October 2025, the Company issued $ 1 billion aggregate principal amount of 5.875 % first-priority senior secured notes due 2033 (the “First Lien Notes due 2033”).

The Company used the proceeds to redeem the majority of the Second Lien Notes due 2028.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

First Lien Notes due 2026 Partial Redemptions

Significant activity since December 31, 2024 is as follows:

• March 2025 - The Company redeemed $ 500 million of the First Lien Notes due 2026, excluding accrued and unpaid interest, for a total redemption price of $ 506 million, which includes a make-whole payment, using proceeds from the Company’s issuance of the First Lien Term Loan B-2 due 2032.

Loss on extinguishment of debt was not material.

• June 2025 - As noted above, the Company issued a notice of partial redemption for $ 550 million of the First Lien Notes due 2026, which will be redeemed on July 27, 2025.

• July 2025 - The Company redeemed $ 550 million of the First Lien Notes due 2026, excluding accrued and unpaid interest, for a total redemption price of $ 554 million, which includes a make-whole payment, using proceeds from the Company’s July 2025 issuance of the First Lien Term Loan B-2 due 2032 and cash on hand.

Loss on extinguishment of debt was not material during the period.

Second Lien Notes due 2028 Redemption

Subsequent event - In October, 2025, the Company redeemed the Second Lien Notes due 2028, using proceeds from the First Lien Notes due 2033, incremental borrowings under the First Lien Term Loan B-2 due 2032, and cash on hand.

2020 Receivables Facility

2 unchanged sentences

• March 2025 - The Company amended the agreement governing the 2020 Receivables Facility to extend the uncommitted revolving period to March 2026, reduce the interest rate on outstanding borrowings, and increase the advance rate on pledged collateral.

As of June 30, 2025, the Company had an uncommitted available borrowing capacity under the 2020 Receivables Facility of approximately $ 110 million.

As of September 30, 2025, the Company had an uncommitted available borrowing capacity under the 2020 Receivables Facility of approximately $ 109 million.

Variable Interest Entity

2 unchanged sentences

The SPE’s assets and liabilities primarily consist of a portion of the Company’s unbilled RICs, net, as discussed in Note 2 “Revenue and Receivables,” and borrowings under the 2020 Receivables Facility, as presented above.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The impact to the Condensed Consolidated Statements of Operations from the 2020 Receivables Facility was primarily due to the allowance for credit losses and interest expense.

8 unchanged sentences

Unrealized gains and losses are recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into interest expense, net, in the same period in which the related interest on debt affects earnings.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For interest rate swap contracts that have been de-designated as cash flow hedges and for which forecasted cash flows are:

3 unchanged sentences

Unrealized gains and losses previously recognized as a component of AOCI are immediately reclassified into interest expense, net.

The cash flows associated with interest rate swap contracts that were entered into with the intention of offsetting the economic overhedged position of a portion of the Company’s existing interest rate swaps are reflected as cash flows from investing activities.

The cash flows associated with interest rate swap contracts that included an other-than-insignificant financing element at inception are reflected as cash flows from financing activities.

The cash flows associated with certain of the Company’s interest rate swap contracts that were entered into with the intention of offsetting the economic overhedged position of a portion of the Company’s existing interest rate swaps are reflected as cash flows from investing activities.

The cash flows associated with certain of the Company’s interest rate swap contracts that included an other-than-insignificant financing element at inception are reflected as cash flows from financing activities.

The cash flows associated with certain of the Company’s interest rate swap contracts that are designated as cash flow hedges are reflected as cash flows from operating activities.

The Company’s derivative instruments were entered into with the objective of reducing the variability in future expected interest payments on a portion of the Company’s First Lien Term Loan Bs or their replacement.

Derivative instruments designated as cash flow hedges were highly effective at inception and are expected to continue to be highly effective.

The Company’s interest rate swaps consist of the following (notional amounts in thousands) :

Execution Maturity Designation June 30, 2025 December 31, 2024

Execution Maturity Designation September 30, 2025 December 31, 2024

October 2019 September 2026 Not designated $ 2,800,000 $ 2,800,000

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Cash flow hedge

Not designated 100,000 —

September 2025

Cash flow hedge

Total notional amount $ 5,150,000 $ 3,800,000

During June 2025, the Company entered into derivative instruments with the objective of reducing the variability in future expected interest payments on a portion of the Company’s First Lien Term Loan B-2 due 2032.

The Company designated these instruments as qualifying cash flow hedges.

The instruments were highly effective at the inception of the hedge relationship and are expected to continue to be highly effective.

Subsequent event - During July 2025, the Company entered into derivative instruments with a notional amount of $ 600 million with the objective of reducing the variability in future expected interest payments on a portion of the Company’s First Lien Term Loan B-2 due 2032.

The Company designated $ 500 million of these instruments as qualifying cash flow hedges.

The instruments were highly effective at the inception of the hedge relationship and are expected to continue to be highly effective.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent event - During October 2025, the Company entered into derivative instruments with a notional amount of $ 1.7 billion with the objective of reducing the variability in future expected interest payments on a portion of the Company’s term loans under its First Lien Credit Agreement or their replacement.

Balance Sheet Classification (in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Prepaid expenses and other current assets $ 54,426 $ 56,164

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Fair value of interest rate swaps - net asset (liability) $ 44,618 $ 108,592

Unrealized gains (losses) on the Company’s derivatives classified as cash flow hedges that were recognized in accumulated other comprehensive income (loss) were not material during the second quarter of 2025.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unrealized gains (losses) on the Company’s derivatives not classified as cash flow hedges that were recognized in the Statements of Operations were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Classification (in thousands)

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The following table includes reclassifications related to previously designated cash flow hedges and unrealized gains (losses) on interest rate swaps designated as cash flow hedges:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Changes in AOCI (in thousands)

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Income tax (benefit) expense $ 439 $ ( 471 ) $ 391 $ ( 1,464 )

As of June 30, 2025 and December 31, 2024, AOCI, net of tax, related to previously designated cash flow hedges was not material.

As of September 30, 2025 and December 31, 2024, AOCI, net of tax, related to previously designated cash flow hedges was not material.

Unrecognized Tax Benefits

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federal, state and local, and foreign jurisdictions.

During the six months ended June 30, 2025, the Company did not have a material change to its unrecognized tax benefits from those disclosed in the 2024 Annual Report.

During the nine months ended September 30, 2025, the Company recorded an increase to its unrecognized tax benefits of $ 11 million related to prior year tax positions.

Based on the current tax statutes and current status of its income tax audits, the Company does not expect unrecognized tax benefits to change significantly in the next twelve months.

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The discussion below is based on the continuing operations of the Company.

The Company’s income tax expense for the three months ended June 30, 2025 was $ 59 million, resulting in an effective tax rate for the period of 25.9 %.

The effective tax rate primarily represents the federal statutory rate of 21.0 %, and a state tax rate, net of federal benefits, of 4.9 %.

The Company’s income tax expense for the three months ended June 30, 2024 was $ 60 million, resulting in an effective tax rate for the period of 32.2 %.

The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, and a state tax rate, net of federal benefits, of 5.9 %, and an unfavorable impact from dispositions of 5.0 %.

The Company’s income tax expense for the six months ended June 30, 2025 was $ 110 million, resulting in an effective tax rate for the period of 26.1 %.

The Company’s income tax expense for the three months ended September 30, 2025 was $ 55 million, resulting in an effective tax rate for the period of 27.7 %.

The effective tax rate primarily represents the federal statutory rate of 21.0 %, a state tax rate, net of federal benefits, of 5.2 %, and an unfavorable impact from a non-deductible goodwill impairment charge of 1.5 %.

The Company’s income tax expense for the three months ended September 30, 2024 was $ 50 million, resulting in an effective tax rate for the period of 27.6 %.

The effective tax rate primarily represents the federal statutory tax rate of 21.0 % and a state tax rate, net of federal benefits, of 6.2 %.

The Company’s income tax expense for the nine months ended September 30, 2025 was $ 165 million, resulting in an effective tax rate for the period of 26.6 %.

The effective tax rate primarily represents the federal statutory rate of 21.0 %, and a state tax rate, net of federal benefits, of 5.2 %.

The Company’s income tax expense for the nine months ended September 30, 2024 was $ 167 million, resulting in an effective tax rate for the period of 28.3 %.

The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, a state tax rate, net of federal benefits, of 5.8 %, and an unfavorable impact from dispositions of 1.6 %.

Other Tax Matters

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes a broad range of tax reform provisions, some of which may be favorable in 2025 to cash taxes.

The Company is currently evaluating the impact of the OBBBA on future periods.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s income tax expense for the six months ended June 30, 2024 was $ 116 million, resulting in an effective tax rate for the period of 28.6 %.

The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, and a state tax rate, net of federal benefits, of 5.6 %, and an unfavorable impact from dispositions of 2.3 %.

Other Tax Matters

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes a broad range of tax reform provisions.

The Company is currently evaluating the impact of the OBBBA on its financial results.

Common Stock and Class B Common Stock

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Share Issuances

During the three and six months ended June 30, 2025, shares issued resulted from the vesting of restricted stock units (“RSUs”) and stock option exercises related to fully vested share-based compensation awards as presented on the Condensed Consolidated Statements of Stockholders’ Equity.

During the three and nine months ended September 30, 2025, shares issued resulted from the vesting of restricted stock units (“RSUs”) and stock option exercises related to fully vested share-based compensation awards as presented on the Condensed Consolidated Statements of Stockholders’ Equity.

Share Repurchases

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2025 Share Repurchase Plan

In February 2025, the Company's Board of Directors announced a new share repurchase plan (the “2025 Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $ 500 million of shares of the Company's Common Stock.

The 2025 Share Repurchase Plan allows the Company to purchase Common Stock, from time to time, in one or more open market or privately negotiated transactions, including pursuant to Rule 10b5-1 or Rule 10b-18 of the Exchange Act, or pursuant to one or more accelerated share repurchase agreements, subject to certain requirements and other factors.

The Company is not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases will depend on legal requirements, market conditions, stock price, the availability of the safe harbor provided by Rule 10b-18 under the Exchange Act, alternative uses of capital, and other factors.

In February 2025, the Company's Board of Directors announced a new share repurchase plan (the “2025 Share Repurchase Plan”), pursuant to which the Company was authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $ 500 million of shares of the Company's Common Stock.

The 2025 Share Repurchase Plan allowed the Company to purchase Common Stock, from time to time, in one or more open market or privately negotiated transactions, including pursuant to Rule 10b5-1 or Rule 10b-18 of the Exchange Act, or pursuant to one or more accelerated share repurchase agreements, subject to certain requirements and other factors.

The Company was not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases depended on legal requirements, market conditions, stock price, the availability of the safe harbor provided by Rule 10b-18 under the Exchange Act, alternative uses of capital, and other factors.

In March 2025, the Company repurchased, and subsequently retired, 20 million shares of its Common Stock under the 2025 Share Repurchase Plan for $ 152 million (or $ 7.62 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo.

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Additionally, in March 2025, the Company repurchased, and subsequently retired, an additional 18 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for $ 140 million (or $ 7.79 per share).

Throughout the second quarter of 2025, the Company repurchased, and subsequently retired, 12 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act under the 2025 Share Repurchase Plan in multiple transactions for a total of $ 96 million (or $ 8.14 per share).

In July 2025, the Company repurchased, and subsequently retired, 11 million shares of its Common Stock under the 2025 Share Repurchase Plan for $ 93 million (or $ 8.31 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo.

The Company also repurchased, and subsequently retired, an additional 2 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act under the 2025 Share Repurchase Plan in multiple transactions for a total of $ 19 million (or $ 8.45 per share).

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended June 30, 2025, the Company repurchased, and subsequently retired, 12 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act under the 2025 Share Repurchase Plan in multiple transactions for a total of $ 96 million (or $ 8.14 per share).

As of June 30, 2025, the Company had $ 112 million remaining under the 2025 Share Repurchase Plan.

Subsequent event - During July 2025, the Company repurchased, and subsequently retired, 2 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act under the 2025 Share Repurchase Plan in multiple transactions for a total of $ 16 million (or $ 8.45 per share).

As of July 22, 2025, the Company had approximately $ 96 million remaining under the 2025 Share Repurchase Plan.

As of September 30, 2025, the Company had no authorized amounts remaining under the 2025 Share Repurchase Plan.

(in thousands, except per share data)

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Declaration Date Record Date Payment Date Per Share Aggregate Per Share Aggregate

Six Months Ended June 30, 2025

During the Nine Months Ended September 30, 2025

2/27/2025 3/13/2025 4/3/2025 $ 0.055 $ 44,175 $ 0.055 $ 3,011

4/24/2025 6/12/2025 7/8/2025 0.055 42,884 0.055 3,011

7/24/2025 9/11/2025 10/2/2025 0.055 42,080 0.055 3,011

Total $ 0.165 $ 129,139 $ 0.165 $ 9,033

Six Months Ended June 30, 2024

During the Nine Months Ended September 30, 2024

1/24/2024 3/14/2024 4/4/2024 $ 0.055 $ 47,059 $ 0.055 $ 3,011

4/25/2024 6/13/2024 7/9/2024 0.055 47,137 0.055 3,011

8/1/2024 9/13/2024 10/4/2024 0.055 47,146 0.055 3,011

Total $ 0.165 $ 141,342 $ 0.165 $ 9,033

Subsequent Event - On July 24, 2025, the Company announced a dividend of $ 0.055 per share to holders of Common Stock and Class B Common Stock of record on September 11, 2025, which will be paid on October 2, 2025.

Subsequent Event - On November 4, 2025, the Company announced a dividend of $ 0.055 per share to holders of Common Stock and Class B Common Stock of record on December 11, 2025, which will be paid on January 8, 2026.

Accumulated Other Comprehensive Income (Loss)

During the three and six months ended June 30, 2025, there were no material reclassifications out of AOCI.

During the three and nine months ended September 30, 2025, there were no material reclassifications out of AOCI.

Refer to Note 7 “Derivative Financial Instruments.”

SHARE-BASED COMPENSATION

During the first quarter of 2025, the Company completed its annual long-term incentive plan equity award to employees and granted approximately 3.4 million RSUs under its 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”), with a grant date fair value of $ 7.59 , which is equal to the closing price per share of the Company’s Common Stock on the date of grant.

During the first quarter of 2025, the Company completed its annual long-term incentive plan equity award (the “2025 Annual Grant”) to employees and granted approximately 3.4 million RSUs under its 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”), with a grant date fair value of $ 7.59 , which is equal to the closing price per share of the Company’s Common Stock on the date of grant.

These RSUs are service-based awards with a three-year graded vesting period from the date of grant.

During the first quarter of 2025, the Company granted approximately 8.3 million options under the 2018 Plan.

During the first quarter of 2025, the Company granted approximately 8.3 million options under the 2018 Plan as part of the 2025 Annual Grant.

These options are service-based awards with a three-year graded vesting period from the date of grant and have an exercise price of $ 7.59 , which is equal to the closing price per share of the Company’s Common Stock on the date of grant, and a contractual term of ten years from the grant date.

The weighted-average grant date fair value for the options granted during the period was $ 2.65 .

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company used a binomial lattice model to determine the grant date fair value for options granted and included the following assumptions:

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Treasury yield curve.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the first quarter of 2025, the Company modified certain share-based compensation awards and recorded additional share-based compensation expense of $ 11 million associated with these modifications.

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Additionally, the basic and diluted earnings per share computations for Common Stock for the periods presented exclude unvested shares of approximately 4 million and 7 million, respectively, as their vesting is contingent upon achievement of certain performance requirements.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

in thousands, except per share amounts

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_________________

(1) During the three and six months ended June 30, 2025, 23 million and 21 million shares of Common Stock, respectively, that would be dilutive were excluded from the diluted earnings per share calculations because their effects would have been anti-dilutive.

During the three and six months ended June 30, 2024, 22 million and 19 million shares of Common Stock, respectively, that would be dilutive were excluded from the diluted earnings per share calculations because their effects would have been anti-dilutive.

(1) During the three and nine months ended September 30, 2025, 21 million shares of Common Stock, respectively, that would be dilutive were excluded from the diluted earnings per share calculations because their effects would have been anti-dilutive.

During the three and nine months ended September 30, 2024, 21 million shares and 20 million shares of Common Stock, respectively, that would be dilutive were excluded from the diluted earnings per share calculations because their effects would have been anti-dilutive.

AND SUBSIDIARIES

1 unchanged sentence

Class B Common Stock

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

in thousands, except per share amounts

27 unchanged sentences

In August 2022, the Company and Google executed an amendment to the Google Commercial Agreement, pursuant to which Google has agreed to commit an additional $ 150 million to fund growth, data and insights, product innovation and technology advancements, customer acquisition, and marketing, as mutually agreed by the Company and Google, (together with the initial amounts, the “Google Success Funds”).

During the six months ended June 30, 2025, $ 15 million of the Google Success Funds were reimbursed to the Company primarily for certain joint marketing and customer acquisition expenses incurred by the Company, substantially all of which was recorded as a reduction to advertising expenses.

During the nine months ended September 30, 2025, $ 20 million of the Google Success Funds were reimbursed to the Company primarily for certain joint marketing and customer acquisition expenses incurred by the Company, substantially all of which was recorded as a reduction to advertising expenses.

AND SUBSIDIARIES

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The Company may elect to cancel the commitment in return for a cancellation fee of 30 % of the total remaining commitment amount and loss of any discounts, remaining credits, or other incentives provided under the Google Cloud Agreement Addendum.

As of June 30, 2025, the Company continues to work to meet this commitment.

As of September 30, 2025, the Company continues to work to meet this commitment.

Other Commitments

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As of December 31, 2024, the remaining amount under this commitment was $ 172 million.

During the six months ended June 30, 2025, purchases toward this commitment were approximately $ 91 million.

During the nine months ended September 30, 2025, purchases toward this commitment were approximately $ 140 million.

In the normal course of business, the Company is liable for contract completion and product performance.

As of June 30, 2025 and December 31, 2024, the Company’s guarantees primarily relate to standby letters of credit related to its insurance programs and totaled $ 50 million and $ 74 million, respectively.

As of September 30, 2025 and December 31, 2024, the Company’s guarantees primarily relate to standby letters of credit related to its insurance programs and totaled $ 48 million and $ 74 million, respectively.

The Company does not believe such obligations will materially affect its financial position, results of operations, or cash flows.

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The Company has not accrued for any losses for which the likelihood of loss cannot be assessed, is less than probable, or the range of possible loss cannot be estimated.

As of June 30, 2025 and December 31, 2024, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program, including certain amounts related to discontinued operations, totaled $ 90 million and $ 94 million, respectively.

As of September 30, 2025 and December 31, 2024, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program, including certain amounts related to discontinued operations, totaled $ 90 million and $ 94 million, respectively.

The Company’s accrual related to ongoing claims and lawsuits not within the scope of an insurance program is not material.

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(in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Presentation and Classification:

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_________________

(1) Finance lease right-of-use assets are recorded net of accumulated depreciation, which was approximately $ 78 million and $ 66 million as of June 30, 2025 and December 31, 2024, respectively.

Three Months Ended June 30, Six Months Ended June 30,

(1) Finance lease right-of-use assets are recorded net of accumulated depreciation, which was approximately $ 83 million and $ 66 million as of September 30, 2025 and December 31, 2024, respectively.

Three Months Ended September 30, Nine Months Ended September 30,

( in thousands )

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Lease Liabilities Arising from Obtaining Right-of-Use Assets (1)

Six Months Ended June 30,

Nine Months Ended September 30,

( in thousands )

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On March 3, 2025, the Company and certain entities managed by affiliates of Apollo Global Management, Inc.

(the “Selling Stockholders”) entered into an underwriting agreement (the “March 2025 Underwriting Agreement”) with Barclays Capital Inc.

(the “Selling Stockholders”) entered into an underwriting agreement with Barclays Capital Inc.

and Citigroup Capital Markets Inc., as representatives of the underwriters named therein, including Apollo Global Securities, LLC, an affiliate of Apollo (collectively, the “March 2025 Underwriters”), in connection with the offer and sale by the Selling Stockholders of 70 million shares of the Company’s Common Stock (plus an additional 10.5 million shares at the option of the March 2025 Underwriters) (the “March 2025 Offering”).

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June 2025 Apollo Sale

On June 4, 2025, the Selling Stockholders sold an aggregate of 45 million shares of the Company’s Common Stock in the open market at a price of $ 8.27 per share (the “June 2025 Apollo Sale”).

Immediately following the June 2025 Apollo Sale, Apollo owned less than 25 % of the Company’s outstanding Common Stock and, as a result, the Company’s Amended and Restated Management Investor Rights Agreement (the “MIRA”) terminated.

During the second quarter of 2025, the Selling Stockholders sold an aggregate of 45 million shares of the Company’s Common Stock in the open market at a price of $ 8.27 per share (the “June 2025 Apollo Sale”).

The consent rights described in Section 4.1 of the Amended and Restated Stockholders Agreement also terminated following the June 2025 Apollo Sale.

Additionally, the margin loan as defined and discussed in the 2024 Annual Report was paid off in full following the June 2025 Apollo Sale.

July 2025 Offering and Share Repurchase

During the third quarter of 2025, the Selling Stockholders sold 71 million shares of the Company’s Common Stock (plus an additional 10.65 million shares at the option of the underwriters) (the “July 2025 Offering”).

In connection with the July 2025 Offering, the Company repurchased, and subsequently retired, 11 million shares of its Common Stock under the 2025 Share Repurchase Plan for an aggregate purchase price of $ 93 million (or approximately $ 8.31 per share).

March 2024 Offering and Share Repurchase

During the six months ended June 30, 2024, the Selling Stockholders sold 65 million shares of the Company’s Common Stock (plus an additional 9.75 million shares at the option of the underwriters) (the “March 2024 Offering”).

During the first quarter of 2024, the Selling Stockholders sold 65 million shares of the Company’s Common Stock (plus an additional 9.75 million shares at the option of the underwriters) (the “March 2024 Offering”).

In connection with the March 2024 Offering, the Company repurchased, and subsequently retired, 15 million shares of its Common Stock under the 2024 Share Repurchase Plan for an aggregate purchase price of $ 93 million (or approximately $ 6.22 per share).

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In addition, the Company did not pay any underwriting fees, including on behalf of the Selling Stockholders or otherwise.

Other Transactions with Apollo

During the six months ended June 30, 2025 and 2024, other fees incurred to Apollo were not material.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Transactions with Apollo

During the nine months ended September 30, 2025 and 2024, other fees incurred to Apollo were not material.

State Farm owns more than 10 % of the Company’s issued and outstanding common stock, and as a result, is a related party.

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Amounts held by the Company in the Opportunity Fund are restricted until the Company uses the funds, as agreed upon with State Farm, in accordance with the State Farm Development Agreement.

The State Farm Development Agreement will expire on October 13, 2025, unless both parties agree to renew.

Upon expiration of the State Farm Development Agreement, the balance of the Opportunity Fund held by the Company must be returned to State Farm and State Farm will no longer have any obligation to fund the Opportunity Fund in the future.

As of June 30, 2025 and December 31, 2024, the balance in the portion of the Opportunity Fund held by the Company was $ 82 million and $ 85 million, respectively, which is presented in restricted cash and restricted cash equivalents and accrued expenses and other current liabilities.

During the six months ended June 30, 2025 and 2024, the Company made payments from the Opportunity Fund of $ 4 million and $ 7 million, respectively.

As of September 30, 2025 and December 31, 2024, the balance of the portion of the Opportunity Fund held by the Company was $ 82 million and $ 85 million, respectively, which is presented in restricted cash and restricted cash equivalents and the corresponding liability is presented in accrued expenses and other current liabilities.

During the nine months ended September 30, 2025 and 2024, the Company made payments from the Opportunity Fund of $ 6 million and $ 10 million, respectively.

Interest earned on the Opportunity Fund was not material.

Subsequent event - The State Farm Development Agreement expired on October 13, 2025.

On October 24, 2025, the Company repaid to State Farm substantially all of the balance of the Opportunity Fund held by the Company.

State Farm has no obligation to fund the Opportunity Fund in the future.

In addition, the Company ended its State Farm partnership programs in existing states in connection with the expiration of the State Farm Development Agreement.

Fleet Management Agreement

During the second quarter of 2025, the Company entered into an agreement with a vendor affiliated with Apollo for fleet management and related services through 2030.

The impact to the Company was not material during the second quarter of 2025.

The impact to the Company was not material during the periods presented.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements