What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 188 added, 178 removed, 442 unchanged (45% of the section changed)

3 unchanged sentences

(in thousands, except share data)

June 30, 2025

September 30, 2025

December 31, 2024

23 unchanged sentences

Common stock, $ 0.0001 par value, 3,290,000,000 shares authorized;

325,164,802 and 320,773,096 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

325,964,565 and 320,773,096 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid in capital

3 unchanged sentences

Treasury stock, at cost;

12,894,517 and 12,400,075 shares as of June 30, 2025 and December 31, 2024, respectively

12,894,517 and 12,400,075 shares as of September 30, 2025 and December 31, 2024, respectively

Total stockholders' equity

2 unchanged sentences

ADVANTAGE SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended June 30,

Six Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except share and per share data)

1 unchanged sentence

Selling, general, and administrative expenses

Impairment of goodwill and indefinite-lived asset

Impairment of goodwill

Depreciation and amortization

(Income) loss from equity method investments

Income from equity method investments

Gain on divestiture

Total operating expenses

Operating income (loss) from continuing operations

Other expenses:

Other expenses (income):

Change in fair value of warrant liabilities

1 unchanged sentence

Total other expenses, net

Loss from continuing operations before provision for (benefit from) income taxes

Provision for (benefit from) income taxes from continuing operations

Net loss from continuing operations

Net income from discontinued operations, net of tax

Income (loss) from continuing operations before benefit from income taxes

Benefit from income taxes from continuing operations

Net income (loss) from continuing operations

Net (loss) income from discontinued operations, net of tax

Net income (loss)

net income from discontinued operations attributable to noncontrolling interest, net of tax

Net loss attributable to stockholders of Advantage Solutions Inc.

Net loss per common share:

Basic loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

Basic earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Diluted net loss per share:

Diluted loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

Diluted earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Net income (loss) attributable to stockholders of Advantage Solutions Inc.

Net income (loss) per common share:

Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

Basic (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Diluted net income (loss) per share:

Diluted income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

Diluted (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Weighted-average number of common shares:

Comprehensive Income (Loss):

Net income (loss) attributable to stockholders of Advantage Solutions Inc.

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

Total comprehensive loss attributable to stockholders of Advantage Solutions Inc.

Total comprehensive income (loss) attributable to stockholders of Advantage Solutions Inc.

See Notes to the Condensed Consolidated Financial Statements.

5 unchanged sentences

(in thousands, except share data)

Balance at April 1, 2025

Comprehensive loss

Balance at July 1, 2025

Comprehensive income (loss)

Foreign currency translation adjustments

Total comprehensive loss

Total comprehensive income (loss)

Interest on loans to Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

Payments for taxes related to net share settlement under 2020 Incentive Award Plan

1 unchanged sentence

Stock-based compensation expense

Balance at June 30, 2025

Solutions Inc.

Balance at September 30, 2025

Treasury Stock

1 unchanged sentence

Stockholders'

Noncontrolling

Stockholders'

(in thousands, except share data)

Balance at April 1, 2024

Balance at July 1, 2024

Comprehensive (loss) income

5 unchanged sentences

Equity-based compensation of Karman Topco L.P.

Shares issued under 2020 Employee Stock Purchase Plan

Payments for taxes related to net share settlement under 2020 Incentive Award Plan

Shares issued under 2020 Incentive Award Plan

Sale of a business

Stock-based compensation expense

Balance at June 30, 2024

Balance at September 30, 2024

See Notes to the Condensed Consolidated Financial Statements.

18 unchanged sentences

Stock-based compensation expense

Balance at June 30, 2025

Balance at September 30, 2025

Solutions Inc.

19 unchanged sentences

Stock-based compensation expense

Balance at June 30, 2024

Balance at September 30, 2024

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

1 unchanged sentence

Net loss from continuing operations

Adjustments to reconcile net loss to net cash used in operating activities

Non-cash interest income

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

Non-cash mark-to-market adjustments on derivatives and non-cash interest expense

Deferred financing fees related to repricing of long-term debt

9 unchanged sentences

Distribution received from equity method investments

Gain on divestiture

Gain on repurchases of Senior Secured Notes and Term Loan Facility debt

Loss on disposal of property and equipment

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

5 unchanged sentences

Other accrued expenses and other liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

Purchase of property and equipment

Proceeds from divestitures, net of cash

Proceeds from divestitures, net of cash received

Net cash (used in) provided by investing activities

5 unchanged sentences

Debt issuance costs

Deferred consideration paid for purchases in unconsolidated affiliates

Deferred proceeds received from sale of Jun Group and contingent consideration payments

Proceeds from issuance of common stock

Payments for taxes related to net share settlement under 2020 Incentive Award Plan

Contingent consideration payments

Purchase of treasury stock

12 unchanged sentences

(the “Company”) is a provider of outsourced solutions to consumer goods companies and retailers.

The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price of $ 11.50 per share are listed on the Nasdaq Global Select Market under the symbol “ADVWW”.

The Company’s Class A common stock is listed on the Nasdaq Global Select Market under the symbol “ADV” and warrants to purchase the Class A common stock at an exercise price of $ 11.50 per share were listed on the Nasdaq Global Select Market under the symbol “ADVWW”.

Basis of Presentation

2 unchanged sentences

The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from the audited Consolidated Balance Sheet at that date and does not include all the disclosures required by GAAP.

In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been reflected in the condensed consolidated financial statements.

In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair statement of the results as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been reflected in the condensed consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and the related footnotes thereto.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

As of January 1, 2024, the Company reorganized its portfolio of businesses into a new, simplified structure that more closely aligns its business capabilities with economic buyers.

3 unchanged sentences

As such, the results of businesses meeting the criteria to be classified as held for sale or disposed of in accordance with the Company’s Divestiture Plan were reclassified to discontinued operations.

Refer to Note 2— Discontinued Operations for additional information on the Company’s discontinued operations.

Certain prior period balances related to the Company's discontinued operations have been reclassified to conform to the current presentation in the condensed consolidated financial statements and accompanying notes.

The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted.

8 unchanged sentences

Brokerage services revenues are primarily outsourced sales and services for branded consumer goods manufacturers at retailer headquarters, in-store and online.

Branded merchandising services relate to merchandising in-store and online for

branded consumer goods manufacturers.

Branded merchandising services relate to merchandising in-store and online for branded consumer goods manufacturers.

Omni-commerce marketing services primarily relate to digital and field marketing services.

6 unchanged sentences

Disaggregated revenues were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

3 unchanged sentences

Omni-commerce marketing services

Total Branded Services revenue

Total Branded Services revenues

Experiential Services

Experiential services

Total Experiential Services revenue

Total Experiential Services revenues

Retailer Services

2 unchanged sentences

Agency services

Total Retailer Services revenue

Total Retailer Services revenues

Total revenues

Contract liabilities represent deferred revenues, which are cash payments that are received in advance of the Company’s satisfaction of the applicable obligation and are included in Deferred revenues in the Condensed Consolidated Balance Sheets.

Deferred revenues represent cash payments that are received in advance of the Company’s satisfaction of the applicable obligation and are included in Deferred revenues in the Condensed Consolidated Balance Sheets.

Deferred revenues are recognized as revenues when the related services are performed for the client.

Revenues recognized during the three and six months ended June 30, 2025 that were included in Deferred revenues as of December 31, 2024 were $5.1 million and $15.8 million, respectively.

Revenues recognized during the three and six months ended June 30, 2024 included in Deferred revenues as of December 31, 2023 were $ 3.5 million and $ 16.8 million, respectively.

Revenues recognized during the three and nine months ended September 30, 2025 that were included in Deferred revenues as of December 31, 2024 were $ 4.3 million and $ 20.1 million, respectively.

Revenues recognized during the three and nine months ended September 30, 2024 included in Deferred revenues as of December 31, 2023 were $ 1.3 million and $ 18.1 million, respectively.

Accounting Standards Recently Issued but Not Yet Adopted by the Company

3 unchanged sentences

The new standard is expected to be applied prospectively, but retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures.

The Company will adopt this standard prospectively for the year ending December 31, 2025.

The adoption of this update is expected to impact only the Company’s disclosures and is not expected to have a material impact on the consolidated financial statements.

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”), and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

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.

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.

ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company beginning in fiscal year 2026 and interim periods within fiscal year 2027, with early adoption permitted.

1 unchanged sentence

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.

Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the condensed consolidated financial statements or are not expected to have a material impact on the condensed consolidated financial statements.

1 unchanged sentence

2024 Divestitures

As discussed in Note 1 - Organization and Significant Accounting Policies , as a result of a reorganization effectuated on January 1, 2024, the Company initiated a Divestiture Plan of certain non-core businesses for disposition.

As discussed in Note 1— Organization and Significant Accounting Policies , as a result of a reorganization effectuated on January 1, 2024, the Company initiated its Divestiture Plan of certain non-core businesses for disposition.

On January 31, 2024, and as part of this plan, the Company sold a collection of foodservice businesses.

2 unchanged sentences

Upon the close of the transaction, the retained 7.5 % interest was recognized at fair value of $ 8.4 million, valued using unobservable inputs (i.e., Level 3 inputs), primarily discounted cash flows.

The investment is reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and equity income (loss) reported in “(Income) loss from equity method investments” on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024.

Transactions between the Company and the combined foodservice entity are considered to be related-party transactions subsequent to the divesture.

During the three months ended June 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment for $ 65.2 million including estimated working capital adjustments.

As a result, the Company recorded a gain from these divestitures of $ 13.2 million and $ 70.2 million, respectively, as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The investment was reported in “Investments in unconsolidated affiliates” on the Condensed Consolidated Balance Sheets and equity income (loss) reported in “Income from equity method investments” on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024.

During the three months ended September 30, 2025, the Company sold its remaining 7.5 % ownership interest in the combined foodservice business for $ 18.6 million in cash proceeds, resulting in a gain of $ 8.5 million.

The sale of the remaining ownership interest did not represent a strategic shift that had (or will have) a major effect on the Company’s operations or financial results as contemplated by ASC 205-20, Presentation of Financial Statements—Discontinued Operations .

Accordingly, the related results and gain on sale are presented as a component of continuing operations, with the gain recognized in “Gain on divestiture” within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

During the nine months ended September 30, 2024, the Company sold two agencies in the Branded Services segment, one agency in the Experiential Services segment and one agency in the Retailer Services segment for a total of $ 65.2 million including estimated working capital adjustments.

As a result, the Company recorded a gain from these divestitures of $ 70.2 million as a component of “Net income (loss) from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Proceeds from the sales were classified as cash provided by investing activities from continuing operations in the Condensed Consolidated Statements of Cash Flows.

Also in accordance with the Divestiture Plan, as of June 30, 2024, certain assets and liabilities of the Jun Group business were classified as held for sale.

On July 31, 2024, the Company completed the sale of the Jun Group business in exchange for proceeds of approximately $ 185.0 million less any adjustments.

On July 31, 2024, the Company completed the sale of the Jun Group business, included in the Branded Services segment, in exchange for proceeds of approximately $ 185.0 million less any adjustments.

The Company received approximately $ 130.0 million in cash upon completion of the sale.

As part of the purchase agreement, the buyer has agreed to remit the remaining consideration to the Company in two additional installments of $ 22.5 million ($ 27.5 million less $ 5.0 million estimated adjustments) and $ 27.5 million, 12 and 18 months , respectively, after the completion of the sale.

On July 31, 2025, the Company received approximately $ 22.5 million in cash for the first installment.

As of June 30, 2025, both the first and second installment amounts of approximately $50.0 million, in aggregate, is reflected in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets.

As part of the purchase agreement, the buyer agreed to remit the remaining consideration to the Company in two additional installments after the completion of the sale.

During the three months ended September 30, 2025, the Company received approximately $ 22.5 million in cash for the first installment.

As of September 30, 2025, the second installment of approximately $ 27.5 million is reflected in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets.

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

1 unchanged sentence

Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

September 30, 2024

Nine Months Ended

September 30, 2024

Cost of revenues (exclusive of depreciation and amortization shown separately below)

14 unchanged sentences

(in thousands)

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Net cash provided by operating activities from discontinued operations

4 unchanged sentences

Goodwill and Intangible Assets

The carrying amount of goodwill as of June 30, 2025 and December 31, 2024 was $ 477.0 million.

Accumulated impairment losses related to goodwill were $ 2.3 billion of June 30, 2025 and December 31, 2024.

During the three months ended June 30, 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 non-cash goodwill impairment charge of $ 99.7 million related to the Company's Branded Agencies reporting unit goodwill during the three months ended June 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive (Loss) Income.

The carrying amount of goodwill as of September 30, 2025 and December 31, 2024 was $ 477.0 million.

Accumulated impairment losses related to goodwill were $ 2.3 billion as of September 30, 2025 and December 31, 2024.

During the second quarter of 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 non-cash goodwill impairment charge of $ 99.7 million related to the Company's Branded Agencies reporting unit goodwill during the nine months ended September 30, 2024, which has been reflected in “Impairment of goodwill” in the Condensed Consolidated Statements of Comprehensive Income (Loss).

As a result of this charge, an immaterial amount of goodwill remains in this reporting unit.

The following tables set forth information for intangible assets:

June 30, 2025

September 30, 2025

(amounts in thousands)

15 unchanged sentences

Total other intangible assets

Amortization of intangible assets was $ 42.9 million an d $ 44.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 85.8 million and $ 88.5 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, estimated future amortization expense of the Company’s finite-lived intangible assets are as follows:

(in thousands)

Remainder of 2025

Total amortization expense

Amortization of intangible assets was $ 42.9 million an d $ 44.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 128.8 million and $ 133.0 million for the nine months ended September 30, 2025 and 2024 , respectively.

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

Long-term debt, net of current portion

In April 2024, the Company amended its secured first lien term loan credit facility (as amended from time to time (the “Term Loan Facility” ) to reduce the applicable interest rate margin (a) from 4.50 % to 4.25 % for SOFR loans or (b) from 3.50 % to 3.25 % for base rate loans.

In April 2024, the Company amended its secured first lien term loan credit facility (as may be amended from time to time, the “Term Loan Facility”) to reduce the applicable interest rate margin (a) from 4.50 % to 4.25 % for SOFR loans or (b) from 3.50 % to 3.25 % for base rate loans.

The Term Loan Facility bears interest at a floating rate of Term SOFR plus an applicable margin of 4.25 % per annum, subject to an additional spread adjustment on SOFR ranging from 0.11 % to 0.26 %.

Interest on the 6.5 % Senior Secured Notes due 2028 (the “Notes” ) is payable semi-annually in arrears at a rate of 6.50 % per annum.

The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of June 30, 2025 .

In addition, the Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $ 13.3 million, per annum, in quarterly payments.

The Company made the minimum quarterly principal payments of $ 3.3 million and $ 6.6 million during the three and six months ended June 30, 2025 and 2024, respectively.

The Company was in compliance with all of its affirmative and negative covenants under the Term Loan Facility and Notes as of September 30, 2025 .

The Company is required to repay the principal under the Term Loan Facility in the greater amount of its excess cash flow, as such term is defined in the agreement governing the Term Loan Facility, or $ 13.3 million, per annum, in quarterly payments.

The Company made the minimum quarterly principal payments of

$ 3.3 million and $ 9.9 million during the three and nine months ended September 30, 2025 and 2024, respectively.

No payments under the excess cash flow calculation were required in such periods.

The Company voluntarily repurchased an aggregate of $ 20.0 million principal amount of the Notes during the first quarter of 2025 and recognized a gain on the repurchase of $ 1.8 million.

The Company did no t make any voluntary repurchases during the three months ended June 30, 2025.

The Company voluntarily repurchased an aggregate of $ 26.5 million and $ 77.5 million principal amount of the Notes during the three and six months ended June 30, 2024, respectively, and recognized a gain on the repurchase of $ 2.4 million and $ 5.1 million for the three and six months ended June 30, 2024, respectively.

Gains on the repurchase of the Notes were recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss for all periods presented.

As of June 30, 2025, the Company had no borrowings under its 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”).

The Company did no t make any voluntary repurchases during the second and third fiscal quarters of 2025.

The Company voluntarily repurchased an aggregate of $ 50.4 million and $ 127.9 million principal amount of the Notes during the three and nine months ended September 30, 2024, respectively, and recognized a gain on the repurchase of $ 3.5 million and $ 8.6 million for the three and nine months ended September 30, 2024, respectively.

Gains on the repurchase of the Notes were recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.

The Company voluntarily repurchased an aggregate of $ 29.8 million principal amount of its Term Loan Facility during the three and nine months ended September 30, 2024.

The Company recognized a gain on the repurchases of $ 0.5 million for the three and nine months ended September 30, 2024 as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company did no t make any voluntary repurchases of the Term Loan Facility during the three and nine months ended September 30, 2025.

As of September 30, 2025, the Company had no borrowings under its 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”).

All borrowings under the Revolving Credit Facility are subject to the satisfaction of certain customary conditions.

9 unchanged sentences

The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy.

June 30, 2025

September 30, 2025

(in thousands)

8 unchanged sentences

Interest Rate Cap Agreements

The Company had interest rate collar contracts with an aggregate notional value of principal of $ 700.0 million as of June 30, 2025, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

The Company has interest rate collar contracts with an aggregate notional value of principal of $ 700.0 million as of September 30, 2025, from various financial institutions to manage the Company’s exposure to interest rate movements on variable rate credit facilities.

The interest rate collar contracts will mature on April 5, 2026, 2027 and 2028.

As of June 30, 2025, the fair value of the Company’s outstanding interest collars of $ 1.2 million was included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets.

As of September 30, 2025, the fair value of the Company’s outstanding interest collars of $ 0.7 million was included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets.

As of December 31, 2024 the fair value of the Company’s outstanding interest rate caps and collars of $ 0.8 million was included in “Other assets” in the Condensed Consolidated Balance Sheets.

Changes in fair value of the Company's outstanding interest rate caps and collars are recognized as a component of “Interest expense, net” in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the three months ended June 30, 2025 and 2024, the Company recorded a loss of $ 0.4 million and a gain of $ 1.2 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments.

During the six months ended June 30, 2025 and 2024, the Company recorded a loss of $ 2.0 million and a gain of $ 5.4 million, respectively, within “ Interest expense , net", related to changes in the fair value of its derivative instruments.

During the three months ended September 30, 2025 and 2024, the Company recorded a gain of $ 0.5 million and a loss of $ 3.7 million, respectively, within “ Interest expense , net, ” related to changes in the fair value of its derivative instruments.

During the nine months ended September 30, 2025 and 2024, the Company recorded a loss of $ 1.5 million and a gain of $ 1.7 million, respectively, within “ Interest expense , net”, related to changes in the fair value of its derivative instruments.

Long-term Debt

2 unchanged sentences

Carrying Value

Balance at June 30, 2025

Balance at September 30, 2025

Term Loan Facility

7 unchanged sentences

An officer of the Company serves as a member of the board of directors of a client of the Company.

The Company recognized $ 1.2 million of revenues from such client during each of the three months ended June 30, 2025 and 2024.

The Company recognized $ 2.5 million of revenues from such client during each of the six months ended June 30, 2025 and 2024.

Accounts receivable from this client were $ 0.7 million and $ 0.4 million as of June 30, 2025 and December 31, 2024, respectively.

The Company recognized $ 1.2 million and $ 1.3 million of revenues from such client during each of the three months ended September 30, 2025 and 2024 , respectively.

The Company recognized $ 3.7 million and $ 3.9 million of revenues from such client during each of the nine months ended September 30, 2025 and 2024 , respectively.

Accounts receivable from this client were $ 0.8 million and $ 0.4 million as of September 30, 2025 and December 31, 2024, respectively.

Prior to April 1, 2025, a member of the board of directors of the Company served as an officer of a client of the Company.

The Company recognized $ 2.3 million of revenues from such client during the three months ended June 30, 2024 .

The Company recognized $ 2.2 million and $ 3.9 million of revenues from such client during the six months ended June 30, 2025 and 2024, respectively.

The Company recognized $ 2.0 million of revenues from such client during the three months ended September 30, 2024 .

The Company recognized $ 2.2 million of revenues from such client during the three months ended March 31, 2025.

Following that period, the member of the Company’s board of directors ceased serving as an officer of the client.

The Company recognized $ 5.9 million of revenues from such client during the nine months ended September 30, 2024.

Accounts receivable from this client was $ 0.2 million as of December 31, 2024.

Unconsolidated Affiliates

During the three months ended June 30, 2025 and 2024, the Company recognized revenues of an immaterial amount and $ 4.8 million, respectively, from its investment in unconsolidated affiliates.

During the six months ended June 30, 2025 and 2024 , the Company recognized revenues of $ 2.6 million and $ 11.3 million, respectively, from its

investment in unconsolidated affiliates.

Accounts receivable from transactions with unconsolidated affiliates were $ 1.1 million and $ 0.9 million as of June 30, 2025 and December 31, 2024 , respectively.

The Company’s effective tax rate was ( 17.9 %) and 13.3 % for the three months ended June 30, 2025 and 2024 , respectively.

The Company’s effective tax rate was ( 15.7 %) and 16.9 % for the six months ended June 30, 2025 and 2024, respectively.

The effective tax rate for the three and six months ended June 30, 2025 differs from the statutory rate due to the additional tax expense associated with a valuation allowance on disallowed interest expense carryforwards, non-deductible stock based compensation and tax expense associated with withholding tax on earnings in Canada that the Company repatriated during the second quarter.

The effective tax rate for the three and six months ended June 30, 2024 differs from the statutory rate due to the impact of an impairment of goodwill that is non-deductible for tax purposes.

On July 4, 2025, H.R.

1 – One Big Beautiful Bill Act (“OBBB”) was signed into law, which includes significant changes to the U.S.

During the three months ended September 30, 2025 and 2024 , the Company recognized revenues of an immaterial amount and $ 2.7 million, respectively, from its investment in unconsolidated affiliates.

During the nine months ended September 30, 2025 and 2024 , the Company recognized revenues of $ 3.7 million and $ 14.0 million, respectively, from its investment in unconsolidated affiliates.

Accounts receivable from transactions with unconsolidated affiliates were $ 0.8 million and $ 0.9 million as of September 30, 2025 and December 31, 2024 , respectively.

The Company had a negative effective tax rate of 287.0 % and an effective tax rate of 5.0 % for the three and nine months ended September 30, 2025, respectively, compared to effective tax rates of 11.5 % and 15.9 % for the corresponding periods in 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law, introducing significant amendments to the U.S.

federal tax code.

The Company is currently evaluating the impact of the OBBB on the condensed consolidated financial statements and the Company's estimated annual effective tax rate for fiscal year 2025.

Pursuant to Accounting Standards Codification 740:

Income Taxes , the impact of enacted tax legislation should be recognized in the period of enactment and, as such, the financial statement impact of OBBB, if any, will be recognized during the three months ended September 30, 2025.

As a result of this legislation, the Company recorded a discrete income tax benefit of $ 2.7 million during the three months ended September 30, 2025, related to the remeasurement of the deferred tax asset on interest expense carryforwards and the corresponding adjustment to the valuation allowance.

The effective tax rate for the three and nine months ended September 30, 2025 differed from the U.S.

federal statutory rate primarily due to the change of a valuation allowance on disallowed interest expense carryforwards.

The change in the valuation allowance reflects the impact of newly enacted tax legislation.

The effective tax rate for the three and nine months ended September 30, 2024 differed from the statutory rate primarily due to the non-deductible goodwill impairment recognized during that period.

The Company’s reportable segments, consisting of Branded Services, Experiential Services, and Retailer Services, are the segments of the Company for which separate financial information are evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM” ), a position currently held by the Company's Chief Executive Officer , in deciding how to allocate resources and in assessing performance.

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Refer to Note 2— Discontinued Operations.

The tables below summarize revenues, significant expenses and operating income by reportable segment:

Three Months Ended June 30, 2025

The tables below summarize revenues, significant expenses and operating income (loss) by reportable segment:

Three Months Ended September 30, 2025

(in thousands)

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Income from equity method investments

Gain on divestiture

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in thousands)

6 unchanged sentences

Other segment items 2

Impairment of goodwill and indefinite-lived asset

Depreciation and amortization

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Total segment operating (loss) income from continuing operations

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands)

8 unchanged sentences

Income from equity method investments

Gain on divestiture

Total segment operating expenses from continuing operations

Total segment operating (loss) income from continuing operations

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands)

6 unchanged sentences

Other segment items 2

Impairment of goodwill and indefinite-lived asset

Impairment of goodwill

Depreciation and amortization

12 unchanged sentences

As a result of an investigation into that business in 2019 that identified certain misconduct, the Company terminated all operations of Take 5 in July 2019 and offered refunds to clients of collected revenues attributable to the period after the Company’s acquisition.

The Company refers to the foregoing as the “Take 5 Matter.” The Company voluntarily disclosed to the United States Attorney’s Office and the Federal Bureau of Investigation certain misconduct occurring at Take 5.

The Company intends to cooperate in this and any other governmental investigations that may arise in connection with the Take 5 Matter.

The Company refers to the foregoing as the “Take 5 Matter.” The Company voluntarily disclosed to the United States federal government certain misconduct occurring at Take 5.

In October 2022, an arbitrator made a final award in favor of the Company.

The Company is actively pursuing the collection of this award.

The Company is currently unable to estimate if or when it will be able to collect any amounts associated with this arbitration.

In October 2025, the Company entered into an agreement with one of the beneficial owners (and certain other parties) that provides for payments of certain specified amounts to the Company.

The Company is currently unable to estimate if or when it will be able to collect any amounts from any of the beneficial owners.

The Take 5 Matter may result in additional litigation against the Company, including lawsuits from clients, or governmental investigations, which may expose the Company to potential liability in excess of the amounts being offered by the Company as refunds to Take 5 clients.

The Company is currently unable to determine the amount of any potential liability, costs or expenses (above the amounts previously offered as refunds) that may result from any lawsuits or investigations associated with the Take 5 Matter or determine whether any such issues will have any future material adverse effect on the Company’s financial position, liquidity, or results of operations.

Although the Company has insurance covering certain liabilities, the Company cannot be certain that the insurance will be sufficient to cover any potential liability or expenses associated with the Take 5 Matter.

In the ordinary course of business, the Company is required to provide financial commitments in the form of surety bonds to third parties as a guarantee of its performance on and its compliance with certain obligations.

If the Company were to fail to perform or comply with these obligations, any draws upon surety bonds issued on its behalf would then trigger the Company's payment obligation to the surety bond issuer.

The Company has outstanding surety bonds issued for its benefits of $ 15.0 million as of June 30, 2025 and December 31, 2024 .

The Company has outstanding surety bonds issued for its benefits of $ 15.0 million as of September 30, 2025 and December 31, 2024 .

Stock-Based Compensation

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The Company recognized stock-based compensation expense as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

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Total stock-based compensation before tax

Total stock-based compensation expense included in net loss

Total stock-based compensation expense included in net income (loss)

Performance Restricted Stock Units

PSUs granted in fiscal year 2025 and 2024 are subject to achievement of certain performance conditions based on measurements of the Company’s Adjusted EBITDA margin and cash earnings.

The Company’s average Adjusted EBITDA margin and cash earnings relative to specified targets will be measured over the fiscal years in which the award was granted and the two subsequent fiscal years thereafter, and an average annual achievement percentage will be determined.

In addition, the earned PSUs are subject to further adjustment depending on the Company’s performance

against a specified peer group for total stockholder return during the three-year performance period.

This adjustment can either put a floor or a cap on the calculation of the final PSUs value.

Subject to certain termination events, these PSUs are scheduled to cliff-vest on the third-year anniversary of the date of grant and may vest from 0 % to 200 % (as defined in the award agreement) of the Target number of PSUs specified in the table below.

PSUs are subject to the recipient's continued service to the Company.

PSUs granted in fiscal years 2023 and 2022 are subject to achievement of certain performance conditions based on the Company’s revenues and Adjusted EBITDA targets in the respective measurement period and the recipient’s continued service to the Company.

The measurement period is based on the twelve months of the respective fiscal year.

The PSUs are scheduled to vest over a three-year period from the date of grant and may vest from 0 % to 150 % of the number of shares set forth in the table below.

The number of PSUs earned shall be adjusted to be proportional to the partial performance between the Threshold, Target and Maximum as defined in the award agreements.

Details for each aforementioned defined term for each grant have been provided in the table below.

PSUs granted in fiscal years 2025 and 2024 cliff-vest after three years at a rate ranging from 0 % to 200 % subject to achievement of certain financial performance criteria over the same three years based on measurements of the Company’s Adjusted EBITDA margin and cash earnings, both terms as defined in the award agreement, and the recipient's continued service to the Company.

Financial performance is measured at the conclusion of each fiscal year of the vesting period by the Human Capital Committee (“HCC”).

The number of PSUs that ultimately vest is further modified based on the Company’s total shareholder return (“TSR”) relative to a defined peer group over the same performance period (which adjustment imposes a floor or a cap on the total number of PSUs that are eligible to vest based on the Company’s relative total shareholder return ranking).

Following completion of the performance period and determination of achievement levels, the HCC approves the final number of PSUs vested and settled in shares of the

Company’s Class A common stock.

During the first quarter of 2025, the HCC determined the year one achievement percentage for PSUs granted in fiscal year 2024 to be 128.3 % with two years remaining in the performance period.

No achievement assessment has been determined for awards granted in 2025 as the Company has not completed any performance periods in the measurement period.

PSUs granted in fiscal year 2023 vest over a three year period at a rate ranging from 0 % to 150 % subject to achievement of certain financial performance criteria based on the Company’s revenues and Adjusted EBITDA targets, both terms as defined in the award agreement, over the 2023 fiscal year, and the recipient’s continued service to the Company.

During the first quarter of 2024, the HCC determined that the achievement percentage for the 2023 grants was 150 %.

This achievement percentage is subject to downward adjustment in fiscal years 2024 and 2025 by the HCC if the Company does not maintain above target performance.

The fair value of PSU grants was equal to the closing price of the Company’ s stock on the date of the applicable grant.

The maximum potential expense if the Maximum were met for these awards has been provided in the table below.

The following table presents the number of PSUs that would potentially be issued upon achievement of performance criteria at threshold, target and maximum.

The maximum potential expense if the maximum achievement level were met for these awards has been provided in the table below.

Recognition of expense associated with performance-based stock is not permitted until achievement of the performance targets are probable of occurring.

Measurement Period

Weighted Average Grant Date Fair Value Per Share

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Weighted-average remaining requisite service periods

During the first quarter of fiscal year 2025, the Human Capital Committee determined the annual achievement percentage for PSUs granted in fiscal year 2024 to be 128.3 %.

The value of these PSU awards remain subject to additional performance requirements (i.e., the annual achievement percentages for fiscal years 2025 and 2026 and the Company’s performance against a specified peer group for total stockholder return during the three-year performance period) and service-based vesting conditions.

The following table summarizes the PSU activity for the six months ended June 30, 2025:

The following table summarizes the PSU activity for the nine months ended September 30, 2025:

Performance Share Units

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PSU performance adjustment (1)

Outstanding at June 30, 2025 (2)

(1) The number of PSUs outstanding was adjusted during the first quarter of fiscal year 2025, to reflect the 128.3 % achievement level approved by the Human Capital Committee for fiscal year 2024.

(2) PSU award activity is presented at target until the period in which the Human Capital Committee approves the achievement percentages, at which point the awards are adjusted accordingly, subject to additional performance requirements and service-based vesting conditions.

Outstanding at September 30, 2025 (2)

(1) The number of PSUs outstanding was adjusted during the first quarter of fiscal year 2025, to reflect the 128.3 % achievement level approved by the HCC for fiscal year 2024.

(2) PSU award activity is presented at target until the period in which the HCC approves the achievement percentages, at which point the awards are adjusted accordingly, subject to additional performance requirements and service-based vesting conditions.

Restricted Stock Units

1 unchanged sentence

RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan.

During the six months ended June 30, 2025, the following activities involving RSUs occurred under the Plan:

During the nine months ended September 30, 2025, the following activities involving RSUs occurred under the Plan:

Number of RSUs

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Outstanding at January 1, 2025

Outstanding at June 30, 2025

As of June 30, 2025, the total remaining unrecognized compensation cost related to RSUs amounted to $ 28.2 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.4 years .

Outstanding at September 30, 2025

As of September 30, 2025, the total remaining unrecognized compensation cost related to RSUs amounted to $ 22.2 million, which is expected to be amortized over the weighted-average remaining requisite service periods of 2.2 years .

Stock Options

During the six months ended June 30, 2025, the following activities involving stock options occurred under the Plan:

During the nine months ended September 30, 2025, the following activities involving stock options occurred under the Plan:

Stock Options

5 unchanged sentences

Cancelled/Expired

Outstanding at June 30, 2025

Exercisable at June 30, 2025

As of June 30, 2025, the Company had approximately $ 7.8 million of total unrecognized compensation expense related to stock options, net of forfeitures, which the Company expects to recognize over a weighted-average period of approximately 2.4 years .

There were no options exercised during the three and six months ended June 30, 2025 and 2024 .

Outstanding at September 30, 2025

Exercisable at September 30, 2025

As of September 30, 2025, the Company had approximately $ 6.4 million of total unrecognized compensation expense related to stock options, net of forfeitures, which the Company expects to recognize over a weighted-average period of approximately 2.2 years .

There were no options exercised during the three and nine months ended September 30, 2025 and 2024 .

Earnings Per Share

4 unchanged sentences

During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.

The following is a reconciliation of basic and diluted net earnings per common share:

Three Months Ended June 30,

Six Months Ended June 30,

The following is a reconciliation of basic and diluted earnings per common share:

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except share and earnings per share data)

Basic earnings per share computation:

Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc.

Net income from discontinued operations, net of tax

Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc.

Net (loss) income from discontinued operations, net of tax

net income from discontinued operations attributable to noncontrolling interest, net of tax

Net income from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Weighted average common shares - basic

Basic loss per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

Basic earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc.

Basic (loss) earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Diluted earnings per share computation:

Net loss from continuing operations attributable to stockholders of Advantage Solutions Inc.

Net income from discontinued operations, net of tax

Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc.

Net (loss) income from discontinued operations, net of tax

net income from discontinued operations attributable to noncontrolling interest, net of tax

Net income from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc.

Weighted average common shares outstanding

Performance stock units

Restricted stock units

Employee stock purchase plan and stock options

Weighted average common shares - diluted

Diluted loss per common share from continuing operations

Diluted earnings per common share from discontinued operations

The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at June 30, 2025 and 2024, which have been excluded from the calculation of diluted earnings per common share, as the weighted average market price of the common stock during the three and six months ended June 30, 2025 and 2024 did not exceed the exercise price of the warrants.

Diluted income (loss) per common share from continuing operations

Diluted (loss) income per common share from discontinued operations

The Company had 18,578,321 warrants to purchase Class A common stock at $ 11.50 per share outstanding at September 30, 2025 and 2024, which have been excluded from the calculation of diluted earnings per common share, as the weighted average market price of the common stock during the three and nine months ended September 30, 2025 and 2024 did not exceed the exercise price of the warrants.

In accordance with the treasury stock method the weighted average shares outstanding assuming dilution include the incremental effect of stock-based awards, except when such effect would be antidilutive.

Stock-based awards of 7.2 million and 8.4 million weighted-average shares were outstanding for the three and six months ended June 30, 2025 , respectively, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 15.6 million and 17.9 million weighted-average shares were outstanding for the three and six months ended June 30, 2024 , but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 10.3 million weighted-average shares were outstanding for the nine months ended September 30, 2025, but were not included in the computation of diluted (loss) earnings per common share because the net loss position of the Company made them antidilutive.

Stock-based awards of 13.9 million and 16.6 million weighted-average shares were outstanding for the three and nine months ended September 30, 2024 , but were not included in the computation of diluted loss per common share because the net loss position of the Company made them antidilutive.

Subsequent Events

On October 28, 2025, the Company’s public and private placement warrants expired in accordance with their contractual terms.

No warrants were exercised during the period from October 1, 2025 through October 28, 2025

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 subsequent to September 30, 2025.

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