Advantage Solutions Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS ADVANTAGE SOLUTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share data) September 30, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 201,137 $ 205,233 Restricted cash 12,111 15,518 Accounts receivable, net of allowance for expected credit losses of $ 16,811 and $ 13,047 , respectively 635,353 603,069 Prepaid expenses and other current assets 95,279 86,918 Total current assets 943,880 910,738 Property and equipment, net 100,809 97,763 Goodwill 477,021 477,021 Other intangible assets, net 1,203,881 1,332,578 Investments in unconsolidated affiliates 232,382 226,510 Other assets 35,549 61,907 Total assets $ 2,993,522 $ 3,106,517 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 13,250 $ 13,250 Accounts payable 167,222 158,485 Accrued compensation and benefits 98,785 129,486 Other accrued expenses 119,798 134,677 Deferred revenues 29,828 24,164 Total current liabilities 428,883 460,062 Long-term debt, net of current portion 1,662,158 1,686,690 Deferred income tax liabilities 137,287 146,889 Other long-term liabilities 56,695 64,141 Total liabilities 2,285,023 2,357,782 Commitments and contingencies (Note 9) Equity attributable to stockholders of Advantage Solutions Inc. Common stock, $ 0.0001 par value, 3,290,000,000 shares authorized; 325,964,565 and 320,773,096 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 33 32 Additional paid in capital 3,482,842 3,466,221 Accumulated deficit ( 2,707,617 ) ( 2,641,612 ) Loans to Karman Topco L.P. ( 7,512 ) ( 7,029 ) Accumulated other comprehensive loss ( 5,362 ) ( 15,861 ) Treasury stock, at cost; 12,894,517 and 12,400,075 shares as of September 30, 2025 and December 31, 2024, respectively ( 53,885 ) ( 53,016 ) Total stockholders' equity 708,499 748,735 Total liabilities and stockholders' equity $ 2,993,522 $ 3,106,517 See Notes to the Condensed Consolidated Financial Statements. 3 ADVANTAGE SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2025 2024 2025 2024 Revenues $ 915,012 $ 939,270 $ 2,610,511 $ 2,674,039 Cost of revenues (exclusive of depreciation and amortization shown separately below) 776,421 794,958 2,246,107 2,298,139 Selling, general, and administrative expenses 57,568 98,438 191,090 250,377 Impairment of goodwill — — — 99,670 Depreciation and amortization 50,743 51,866 151,802 152,931 Income from equity method investments ( 1,408 ) ( 2,815 ) ( 5,566 ) ( 2,692 ) Gain on divestiture ( 8,472 ) — ( 8,472 ) — Total operating expenses 874,852 942,447 2,574,961 2,798,425 Operating income (loss) from continuing operations 40,160 ( 3,177 ) 35,550 ( 124,386 ) Other expenses (income): Change in fair value of warrant liabilities ( 109 ) 40 ( 83 ) ( 359 ) Interest expense, net 34,954 38,969 105,128 114,484 Total other expenses, net 34,845 39,009 105,045 114,125 Income (loss) from continuing operations before benefit from income taxes 5,315 ( 42,186 ) ( 69,495 ) ( 238,511 ) Benefit from income taxes from continuing operations ( 15,250 ) ( 4,866 ) ( 3,490 ) ( 38,042 ) Net income (loss) from continuing operations 20,565 ( 37,320 ) ( 66,005 ) ( 200,469 ) Net (loss) income from discontinued operations, net of tax — ( 5,456 ) — 53,743 Net income (loss) $ 20,565 $ ( 42,776 ) $ ( 66,005 ) $ ( 146,726 ) Less: net income from discontinued operations attributable to noncontrolling interest, net of tax — — — 2,192 Net income (loss) attributable to stockholders of Advantage Solutions Inc. $ 20,565 $ ( 42,776 ) $ ( 66,005 ) $ ( 148,918 ) Net income (loss) per common share: Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ 0.06 $ ( 0.12 ) $ ( 0.20 ) $ ( 0.62 ) Basic (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ — $ ( 0.02 ) $ — $ 0.17 Diluted net income (loss) per share: Diluted income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ 0.06 $ ( 0.12 ) $ ( 0.20 ) $ ( 0.62 ) Diluted (loss) income per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ — $ ( 0.02 ) $ — $ 0.17 Weighted-average number of common shares: Basic 325,921,176 321,080,571 323,988,621 321,774,115 Diluted 339,847,197 321,080,571 323,988,621 321,774,115 Comprehensive Income (Loss): Net income (loss) attributable to stockholders of Advantage Solutions Inc. $ 20,565 $ ( 42,776 ) $ ( 66,005 ) $ ( 148,918 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 3,668 ) 8,132 10,499 3,075 Total comprehensive income (loss) attributable to stockholders of Advantage Solutions Inc. $ 16,897 $ ( 34,644 ) $ ( 55,506 ) $ ( 145,843 ) See Notes to the Condensed Consolidated Financial Statements. 4 ADVANTAGE SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) Accumulated Additional Other Total Common Stock Treasury Stock Paid-in Accumulated Loans to Comprehensive Stockholders' (in thousands, except share data) Shares Amount Shares Amount Capital Deficit Topco Loss Equity Balance at July 1, 2025 325,164,802 $ 33 12,894,517 $ ( 53,885 ) $ 3,474,653 $ ( 2,728,182 ) $ ( 7,351 ) $ ( 1,694 ) $ 683,574 Comprehensive income (loss) Net income — — — — — 20,565 — — 20,565 Foreign currency translation adjustments — — — — — — — ( 3,668 ) ( 3,668 ) Total comprehensive income (loss) — — — — — — — — 16,897 Interest on loans to Karman Topco L.P. — — — — — — ( 161 ) — ( 161 ) Shares issued under 2020 Employee Stock Purchase Plan 711,314 — — — 845 — — — 845 Payments for taxes related to net share settlement under 2020 Incentive Award Plan — — — — ( 74 ) — — — ( 74 ) Shares issued under 2020 Incentive Award Plan 88,449 — — — — — — — — Stock-based compensation expense — — — — 7,418 — — — 7,418 Balance at September 30, 2025 325,964,565 $ 33 12,894,517 $ ( 53,885 ) $ 3,482,842 $ ( 2,707,617 ) $ ( 7,512 ) $ ( 5,362 ) $ 708,499 Accumulated Additional Other Total Common Stock Treasury Stock Paid-in Accumulated Loans to Comprehensive Stockholders' (in thousands, except share data) Shares Amount Shares Amount Capital Deficit Topco Loss Equity Balance at July 1, 2024 323,020,596 $ 32 8,875,170 $ ( 39,724 ) $ 3,452,358 $ ( 2,420,792 ) $ ( 6,707 ) $ ( 11,433 ) $ 973,734 Comprehensive (loss) income Net (loss) income — — — — — ( 42,776 ) — — ( 42,776 ) Foreign currency translation adjustments — — — — — — — 8,132 8,132 Total comprehensive loss — — — — — — — — ( 34,644 ) Interest on loans to Karman Topco L.P. — — — — — — ( 161 ) — ( 161 ) Purchase of treasury stock ( 3,524,905 ) — 3,524,905 ( 13,292 ) — — — — ( 13,292 ) Equity-based compensation of Karman Topco L.P. — — — — ( 178 ) — — — ( 178 ) Shares issued under 2020 Employee Stock Purchase Plan 401,854 — — — 1,123 — — — 1,123 Payments for taxes related to net share settlement under 2020 Incentive Award Plan — — — — ( 550 ) — — — ( 550 ) Shares issued under 2020 Incentive Award Plan 520,538 — — — — — — — — Stock-based compensation expense — — — — 6,499 — — — 6,499 Balance at September 30, 2024 320,418,083 $ 32 12,400,075 $ ( 53,016 ) $ 3,459,252 $ ( 2,463,568 ) $ ( 6,868 ) $ ( 3,301 ) $ 932,531 See Notes to the Condensed Consolidated Financial Statements. 5 ADVANTAGE SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) Accumulated Additional Other Total Common Stock Treasury Stock Paid-in Accumulated Loans to Comprehensive Stockholders' (in thousands, except share data) Shares Amount Shares Amount Capital Deficit Topco Income (Loss) Equity Balance at January 1, 2025 320,773,096 $ 32 12,400,075 $ ( 53,016 ) $ 3,466,221 $ ( 2,641,612 ) $ ( 7,029 ) $ ( 15,861 ) $ 748,735 Comprehensive (loss) income Net (loss) income — — — — — ( 66,005 ) — — ( 66,005 ) Foreign currency translation adjustments — — — — — — — 10,499 10,499 Total comprehensive (loss) income — — — — — — — — ( 55,506 ) Interest on loans to Karman Topco L.P. — — — — — — ( 483 ) — ( 483 ) Purchase of treasury stock ( 494,442 ) — 494,442 ( 869 ) — — — — ( 869 ) Equity-based compensation of Karman Topco L.P. — — — — ( 1,524 ) — — — ( 1,524 ) Shares issued under 2020 Employee Stock Purchase Plan 1,089,303 — — — 1,838 — — — 1,838 Payments for taxes related to net share settlement under 2020 Incentive Award Plan — — — — ( 3,698 ) — — — ( 3,698 ) Shares issued under 2020 Incentive Award Plan 4,596,608 1 — — — — — — 1 Stock-based compensation expense — — — — 20,005 — — — 20,005 Balance at September 30, 2025 325,964,565 $ 33 12,894,517 $ ( 53,885 ) $ 3,482,842 $ ( 2,707,617 ) $ ( 7,512 ) $ ( 5,362 ) $ 708,499 Accumulated Advantage Additional Other Solutions Inc. Total Common Stock Treasury Stock Paid-in Accumulated Loans to Comprehensive Stockholders' Noncontrolling Stockholders' (in thousands, except share data) Shares Amount Shares Amount Capital Deficit Topco Income (Loss) Equity Interest Equity Balance at January 1, 2024 322,235,261 $ 32 3,600,075 $ ( 18,949 ) $ 3,449,261 $ ( 2,314,650 ) $ ( 6,387 ) $ ( 3,945 ) $ 1,105,362 $ ( 1,285 ) $ 1,104,077 Comprehensive (loss) income Net (loss) income — — — — — ( 148,918 ) — — ( 148,918 ) 2,192 ( 146,726 ) Foreign currency translation adjustments — — — — — — — 3,075 3,075 73 3,148 Total comprehensive (loss) income — — — — — — — — ( 145,843 ) 2,265 ( 143,578 ) Interest on loans to Karman Topco L.P. — — — — — — ( 481 ) — ( 481 ) — ( 481 ) Purchase of treasury stock ( 8,800,000 ) — 8,800,000 ( 34,067 ) — — — — ( 34,067 ) — ( 34,067 ) Equity-based compensation of Karman Topco L.P. — — — — ( 658 ) — — — ( 658 ) — ( 658 ) Shares issued under 2020 Employee Stock Purchase Plan 983,808 — — — 2,294 — — — 2,294 — 2,294 Payments for taxes related to net share settlement under 2020 Incentive Award Plan — — — — ( 11,663 ) — — — ( 11,663 ) — ( 11,663 ) Shares issued under 2020 Incentive Award Plan 5,999,014 — — — — — — — — — — Sale of a business — — — — — — — ( 2,431 ) ( 2,431 ) ( 980 ) ( 3,411 ) Stock-based compensation expense — — — — 20,018 — — — 20,018 — 20,018 Balance at September 30, 2024 320,418,083 $ 32 12,400,075 $ ( 53,016 ) $ 3,459,252 $ ( 2,463,568 ) $ ( 6,868 ) $ ( 3,301 ) $ 932,531 $ — $ 932,531 See Notes to the Condensed Consolidated Financial Statements. 6 ADVANTAGE SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss from continuing operations $ ( 66,005 ) $ ( 200,469 ) 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 ( 2,131 ) 1,664 Deferred financing fees related to repricing of long-term debt — 1,079 Amortization of deferred financing fees 5,272 5,137 Impairment of goodwill — 99,670 Depreciation and amortization 151,802 152,931 Change in fair value of warrant liability ( 83 ) ( 359 ) Fair value adjustments related to contingent consideration — 1,678 Deferred income taxes ( 9,757 ) ( 16,241 ) Equity-based compensation of Karman Topco L.P. ( 1,524 ) ( 658 ) Stock-based compensation 20,483 24,224 Income from equity method investments ( 5,566 ) ( 2,692 ) Distribution received from equity method investments — 3,289 Gain on divestiture ( 8,472 ) — Gain on repurchases of Senior Secured Notes and Term Loan Facility debt ( 1,624 ) ( 9,141 ) Loss on disposal of property and equipment 325 775 Changes in operating assets and liabilities, net of effects from divestitures: Accounts receivable, net ( 30,077 ) ( 9,550 ) Prepaid expenses and other assets ( 1,901 ) 30,567 Accounts payable 10,160 25,435 Accrued compensation and benefits ( 32,860 ) ( 43,849 ) Deferred revenues 6,239 2,992 Other accrued expenses and other liabilities ( 18,379 ) 11,527 Net cash provided by operating activities 15,902 78,009 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of investments in unconsolidated affiliates ( 3,623 ) ( 13,932 ) Purchase of property and equipment ( 28,662 ) ( 50,358 ) Proceeds from divestitures, net of cash received 18,612 275,717 Net cash (used in) provided by investing activities ( 13,673 ) 211,427 CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under lines of credit 90,000 — Payments on lines of credit ( 90,000 ) — Principal payments on long-term debt ( 9,938 ) ( 9,938 ) Repurchases of Senior Secured Notes and Term Loan Facility debt ( 18,243 ) ( 147,122 ) Debt issuance costs — ( 971 ) Deferred consideration paid for purchases in unconsolidated affiliates ( 1,500 ) — Deferred proceeds received from sale of Jun Group and contingent consideration payments 22,500 ( 5,655 ) Proceeds from issuance of common stock 1,838 2,294 Payments for taxes related to net share settlement under 2020 Incentive Award Plan ( 3,698 ) ( 11,663 ) Purchase of treasury stock ( 869 ) ( 34,067 ) Net cash used in financing activities ( 9,910 ) ( 207,122 ) Net effect of foreign currency changes on cash, cash equivalents and restricted cash 178 ( 1,405 ) Net change in cash, cash equivalents and restricted cash ( 7,503 ) 80,909 Cash, cash equivalents and restricted cash, beginning of period 220,751 131,560 Cash, cash equivalents and restricted cash, end of period $ 213,248 $ 212,469 SUPPLEMENTAL CASH FLOW INFORMATION Purchases of property and equipment recorded in accounts payable and accrued expenses $ 4,841 $ 4,650 See Notes to the Condensed Consolidated Financial Statements. 7 ADVANTAGE SOLUTIONS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Significant Accounting Policies Advantage Solutions Inc. (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 were listed on the Nasdaq Global Select Market under the symbol “ADVWW”. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements do not include all of the information required by accounting principles generally accepted in the United States (“GAAP”). 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 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 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. The Company's revised operating and reportable segments consist of Branded Services, Experiential Services, and Retailer Services. As a result of this reorganization, the Company identified non-core businesses for disposition (“Divestiture Plan”). In the first quarter of fiscal year 2024, the Company determined its Divestiture Plan met the criteria for discontinued operations as it represented a strategic shift that had a major effect on the Company’s operations and financial results. 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. The notes to the condensed consolidated financial statements are presented on a continuing operations basis unless otherwise noted. Refer to Note 2— Discontinued Operations for additional information on the Company’s discontinued operations. Revenue Recognition The Company recognizes revenue when control of promised goods or services is transferred to the client in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. Substantially all of the Company’s contracts with clients involve the transfer of a service to the client, which represents a performance obligation that is satisfied over time because the client simultaneously receives and consumes the benefits of the services provided. In most cases, the contracts provide for a performance obligation that is comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration based on the services provided in each period of service to such period. Revenues related to the Branded Services segment are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing headquarter relationship management, execution of merchandising strategies and omni-commerce marketing services. Revenues within the Branded Services segment are further disaggregated between brokerage services, branded merchandising services and omni-commerce marketing services. 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. Omni-commerce marketing services primarily relate to digital and field marketing services. 8 Experiential Services segment revenues are primarily recognized in the form of fee-for-service and cost-plus fees for providing in-store, digital sampling and demonstrations, where the Company manages highly customized, large-scale sampling programs for leading brands and retailers. Retailer Services segment revenues are primarily recognized in the form of commissions, fee-for-service and cost-plus fees for providing consulting services related to private brand development, the execution of merchandising strategies and marketing strategies within retailer locations, including retail media networks and analyzing shopper behavior. Revenues within the Retailer Services segment are further disaggregated between advisory services, retailer merchandising services and agency services to retailers. Advisory services primarily consist of consulting services related to private brand development. Retailer merchandising services primarily relate to the execution of merchandising strategies. Agency services primarily consist of providing marketing strategies within retail locations. Disaggregated revenues were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Branded Services Brokerage services $ 105,313 $ 123,965 $ 311,292 $ 373,961 Branded merchandising services 102,197 106,018 307,261 319,791 Omni-commerce marketing services 81,294 101,374 255,313 289,000 Total Branded Services revenues $ 288,804 $ 331,357 $ 873,866 $ 982,752 Experiential Services Experiential services $ 377,707 $ 342,731 $ 1,039,433 $ 969,590 Total Experiential Services revenues $ 377,707 $ 342,731 $ 1,039,433 $ 969,590 Retailer Services Retail merchandising services $ 181,419 $ 189,002 $ 534,773 $ 543,700 Advisory services 52,472 59,039 116,742 129,831 Agency services 14,610 17,141 45,697 48,166 Total Retailer Services revenues $ 248,501 $ 265,182 $ 697,212 $ 721,697 Total revenues $ 915,012 $ 939,270 $ 2,610,511 $ 2,674,039 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 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 In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for the Company’s annual report for fiscal year 2025. The new standard is expected to be applied prospectively, but retrospective application is permitted. 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): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires 9 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. The new standard is expected to be applied prospectively, but retrospective application is permitted. 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. 2. Discontinued Operations 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 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. As part of the sale, the foodservice businesses were combined with an entity owned by the buyer, with the Company receiving approximately $ 91.0 million, subject to working capital adjustments and an ongoing 7.5 % interest in the combined business. The ongoing ownership interest represents a continuing involvement which the Company has determined represents an equity method investment. 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 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. 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 agreed to remit the remaining consideration to the Company in two additional installments after the completion of the sale. 10 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. (in thousands) Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Revenues $ 6,509 $ 80,017 Cost of revenues (exclusive of depreciation and amortization shown separately below) 4,077 59,605 Selling, general, and administrative expenses 3,238 15,816 Gain on divestitures ( 25,065 ) ( 95,261 ) Depreciation and amortization 204 4,695 Total operating expenses ( 17,546 ) ( 15,145 ) Operating income from discontinued operations 24,055 95,162 Other expenses: Interest expense — 48 Total other expenses — 48 Income before income taxes from discontinued operations 24,055 95,114 Provision for income taxes from discontinued operations 29,511 41,371 Net income from discontinued operations, net of tax ( 5,456 ) 53,743 Less: net income from discontinued operations attributable to noncontrolling interest, net of tax — 2,192 Net income from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ ( 5,456 ) $ 51,551 The following table provides a summary of the cash flows from discontinued operations: (in thousands) Nine Months Ended September 30, 2024 Net cash provided by operating activities from discontinued operations $ 6,437 Net cash used in investing activities from discontinued operations ( 7,304 ) Net cash used in financing activities from discontinued operations ( 4,362 ) Net effect of foreign currency changes on cash from discontinued operations ( 412 ) Net change in cash, cash equivalents and restricted cash from discontinued operations $ ( 5,641 ) 3. Goodwill and Intangible Assets 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. 11 The following tables set forth information for intangible assets: September 30, 2025 (amounts in thousands) Weighted Average Useful Life Gross Carrying Value Accumulated Amortization Accumulated Impairment Charges Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,256,367 $ 1,681,588 $ — $ 574,779 Trade names 10 years 88,600 68,998 — 19,602 Total finite-lived intangible assets 2,344,967 1,750,586 — 594,381 Indefinite-lived intangible assets: Trade name 1,480,000 — 870,500 609,500 Total other intangible assets $ 3,824,967 $ 1,750,586 $ 870,500 $ 1,203,881 December 31, 2024 (amounts in thousands) Weighted Average Useful Life Gross Carrying Value Accumulated Amortization Accumulated Impairment Charges Net Carrying Value Finite-lived intangible assets: Client relationships 14 years $ 2,256,382 $ 1,559,551 $ — $ 696,831 Trade names 10 years 88,600 62,353 — 26,247 Total finite-lived intangible assets 2,344,982 1,621,904 — 723,078 Indefinite-lived intangible assets: Trade name 1,480,000 — 870,500 609,500 Total other intangible assets $ 3,824,982 $ 1,621,904 $ 870,500 $ 1,332,578 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. 4. Debt (in thousands) September 30, 2025 December 31, 2024 Term Loan Facility due 2027 $ 1,096,058 $ 1,105,995 6.5 % Senior Secured Notes due 2028 595,087 615,087 Total long-term debt 1,691,145 1,721,082 Less: current portion 13,250 13,250 Less: debt issuance costs 15,737 21,142 Long-term debt, net of current portion $ 1,662,158 $ 1,686,690 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 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 12 $ 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 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. Borrowings under the Revolving Credit Facility bear interest at a floating rate, which at the option of the Company may be either (i) a base rate or Canadian Prime Rate plus an applicable margin of 0.75 %, 1.00 %, or 1.25 % per annum or (ii) Term SOFR or Alternative Currency Spread plus an applicable margin of 1.75 %, 2.00 % or 2.25 % per annum. The Company is required to pay a commitment fee ranging from 0.250 % to 0.375 % per annum in respect of the average daily unused commitments under the Revolving Credit Facility. 5. Fair Value of Financial Instruments The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. 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. September 30, 2025 (in thousands) Fair Value Level 1 Level 2 Level 3 Liabilities measured at fair value Derivative financial instruments $ 670 $ — $ 670 $ — Total liabilities measured at fair value $ 670 $ — $ 670 $ — December 31, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Derivative financial instruments $ 796 $ — $ 796 $ — Total assets measured at fair value $ 796 $ — $ 796 $ — 13 Interest Rate Cap Agreements 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 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 Income (Loss). 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 The following tables set forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value (Level 2) Balance at September 30, 2025 Term Loan Facility $ 1,096,058 $ 1,121,094 Notes 595,087 606,363 Total long-term debt $ 1,691,145 $ 1,727,457 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2024 Term Loan Facility $ 1,105,995 $ 1,153,346 Notes 615,087 612,533 Total long-term debt $ 1,721,082 $ 1,765,879 6. Related Party Transactions 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 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 $ 2.0 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. 14 Unconsolidated Affiliates 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. 7. Income Taxes 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. 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. 8. Segments 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. The CODM utilizes segment operating income to assess the performance and allocate resources to each segment. The CODM is not provided asset information by reportable segment. Discontinued operations are not included in the applicable reportable segments. Refer to Note 2— Discontinued Operations. The tables below summarize revenues, significant expenses and operating income (loss) by reportable segment: Three Months Ended September 30, 2025 (in thousands) Branded Services Experiential Services Retailer Services Total Company Revenues $ 288,804 $ 377,707 $ 248,501 $ 915,012 Less: Compensation and benefits 155,481 175,298 149,345 480,124 Reimbursable expenses 1 30,767 103,363 — 134,130 Other segment items 2 72,753 67,390 79,592 219,735 Depreciation and amortization 31,487 10,744 8,512 50,743 Income from equity method investments ( 1,408 ) — — ( 1,408 ) Gain on divestiture ( 8,472 ) — — ( 8,472 ) Total segment operating expenses from continuing operations 280,608 356,795 237,449 874,852 Total segment operating (loss) income from continuing operations $ 8,196 $ 20,912 $ 11,052 $ 40,160 15 Three Months Ended September 30, 2024 (in thousands) Branded Services Experiential Services Retailer Services Total Company Revenues $ 331,357 $ 342,731 $ 265,182 $ 939,270 Less: Compensation and benefits 172,948 181,871 160,408 515,227 Reimbursable expenses 1 48,072 92,084 — 140,156 Other segment items 2 92,275 57,900 87,838 238,013 Depreciation and amortization 33,087 10,289 8,490 51,866 Income from equity method investments ( 2,815 ) — — ( 2,815 ) Total segment operating expenses from continuing operations 343,567 342,144 256,736 942,447 Total segment operating (loss) income from continuing operations $ ( 12,210 ) $ 587 $ 8,446 $ ( 3,177 ) Nine Months Ended September 30, 2025 (in thousands) Branded Services Experiential Services Retailer Services Total Company Revenues $ 873,866 $ 1,039,433 $ 697,212 $ 2,610,511 Less: Compensation and benefits 482,040 500,800 448,665 1,431,505 Reimbursable expenses 1 102,272 295,597 — 397,869 Other segment items 2 226,747 182,804 198,272 607,823 Depreciation and amortization 94,511 31,965 25,326 151,802 Income from equity method investments ( 5,566 ) — — ( 5,566 ) Gain on divestiture ( 8,472 ) — — ( 8,472 ) Total segment operating expenses from continuing operations 891,532 1,011,166 672,263 2,574,961 Total segment operating (loss) income from continuing operations $ ( 17,666 ) $ 28,267 $ 24,949 $ 35,550 Nine Months Ended September 30, 2024 (in thousands) Branded Services Experiential Services Retailer Services Total Company Revenues $ 982,752 $ 969,590 $ 721,697 $ 2,674,039 Less: Compensation and benefits 552,891 527,367 475,086 1,555,344 Reimbursable expenses 1 132,907 258,570 — 391,477 Other segment items 2 244,183 149,031 208,481 601,695 Impairment of goodwill 99,670 — — 99,670 Depreciation and amortization 97,401 31,224 24,306 152,931 Loss from equity method investments ( 2,692 ) — — ( 2,692 ) Total segment operating expenses from continuing operations 1,124,360 966,192 707,873 2,798,425 Total segment operating (loss) income from continuing operations $ ( 141,608 ) $ 3,398 $ 13,824 $ ( 124,386 ) (1) Reimbursable expenses are costs incurred in the delivery of services to the Company's clients that the client has agreed to reimburse, including media, sample, retailer fees and other marketing and production costs. (2) The “other segment items” category primarily consists of costs incurred in the execution of service obligations, including supplies, technology, and other direct expenses such as travel and indirect general and administrative expenses such as professional fees. These costs align with the segment-level information regularly provided to the CODM and represent the difference between revenue and the significant expense categories above in determining segment profitability. 16 9. Commitments and Contingencies Litigation The Company is involved in various legal matters that arise in the ordinary course of its business. Some of these legal matters purport or may be determined to be class and/or representative actions under the California Labor Code and Private Attorneys General Act, or seek substantial damages, or penalties. The Company has accrued amounts in connection with certain legal matters, including with respect to certain of the matters described below. There can be no assurance, however, that these accruals will be sufficient to cover such matters or other legal matters or that such matters or other legal matters will not materially or adversely affect the Company’s financial position, liquidity, or results of operations. In April 2018, the Company acquired the business of Take 5 Media Group (“Take 5”). 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 federal government certain misconduct occurring at Take 5. In October 2022, an arbitrator made a final award in favor of the Company. 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. 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 September 30, 2025 and December 31, 2024 . 10. Stock-Based Compensation The Company has issued nonqualified stock options, restricted stock units (“RSUs”), and performance restricted stock units (“PSUs”) under the Advantage Solutions Inc. 2020 Incentive Award Plan, as amended and restated (the “Plan”). The Company’s restricted stock units and performance restricted stock units, as described below, are expensed based on the fair value at the grant date. The Company recognized stock-based compensation expense as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Restricted stock-based unit awards $ 5,970 $ 5,121 $ 14,168 $ 14,265 Other share-based awards 1,445 3,022 6,315 9,959 Total stock-based compensation before tax 7,415 8,143 20,483 24,224 Tax benefit ( 1,491 ) ( 1,429 ) ( 3,635 ) ( 4,038 ) Total stock-based compensation expense included in net income (loss) $ 5,924 $ 6,714 $ 16,848 $ 20,186 Performance Restricted Stock Units 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 17 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 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. Year Granted Number of Shares Threshold Number of Shares Target Number of Shares Maximum Weighted Average Grant Date Fair Value Per Share Maximum Remaining Unrecognized Compensation Expense Weighted-average remaining requisite service periods 2025 464,057 3,712,457 7,424,915 $ 1.31 $ 5,977,758 2.6 years 2024 138,369 1,106,955 1,949,348 $ 3.38 $ 1,897,716 1.6 years 2023 3,520,652 3,520,652 5,280,978 $ 2.12 $ 2,099,122 0.7 years The following table summarizes the PSU activity for the nine months ended September 30, 2025: Performance Share Units Weighted Average Grant Date Fair Value Outstanding at January 1, 2025 6,770,840 $ 2.56 Granted 4,005,531 $ 1.30 Distributed ( 1,564,802 ) $ 2.32 Forfeited ( 1,159,926 ) $ 2.22 PSU performance adjustment (1) 288,421 $ 4.33 Outstanding at September 30, 2025 (2) 8,340,064 $ 2.05 (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 RSUs are subject to the recipient’s continued service to the Company. RSUs are generally scheduled to vest over three years and are subject to the provisions of the agreement under the Plan. 18 During the nine months ended September 30, 2025, the following activities involving RSUs occurred under the Plan: Number of RSUs Weighted Average Grant Date Fair Value Outstanding at January 1, 2025 11,817,446 $ 3.28 Granted 20,823,178 $ 1.30 Distributed ( 5,283,871 ) $ 3.37 Forfeited ( 3,102,533 ) $ 2.04 Outstanding at September 30, 2025 24,254,220 $ 1.72 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 nine months ended September 30, 2025, the following activities involving stock options occurred under the Plan: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2025 20,433,018 $ 5.75 Granted 7,216,054 $ 1.31 Forfeited ( 1,811,428 ) $ 6.59 Cancelled/Expired ( 146,373 ) $ 2.83 Outstanding at September 30, 2025 25,691,271 $ 4.46 6.6 years $ 1,559 Exercisable at September 30, 2025 7,746,630 $ 3.28 6.2 years $ — 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 . 11. Earnings Per Share The Company calculates earnings per share using a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income attributable to stockholders of the Company by the weighted-average shares of common stock outstanding without the consideration for potential dilutive shares of common stock. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of performance stock units, restricted stock units, public and private placement warrants, the employee stock purchase plan and stock options. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding and the potential dilutive shares of common stock for the period determined using the treasury stock method. 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. 19 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) 2025 2024 2025 2024 Basic earnings per share computation: Numerator: Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc. $ 20,565 $ ( 37,320 ) $ ( 66,005 ) $ ( 200,469 ) Net (loss) income from discontinued operations, net of tax — ( 5,456 ) — 53,743 Less: net income from discontinued operations attributable to noncontrolling interest, net of tax — — — 2,192 Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ — $ ( 5,456 ) $ — $ 51,551 Denominator: Weighted average common shares - basic 325,921,176 321,080,571 323,988,621 321,774,115 Basic income (loss) per common share from continuing operations attributable to stockholders of Advantage Solutions Inc. $ 0.06 $ ( 0.12 ) $ ( 0.20 ) $ ( 0.62 ) Basic (loss) earnings per common share from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ — $ ( 0.02 ) $ — $ 0.17 Diluted earnings per share computation: Numerator: Net income (loss) from continuing operations attributable to stockholders of Advantage Solutions Inc. $ 20,565 $ ( 37,320 ) $ ( 66,005 ) $ ( 200,469 ) Net (loss) income from discontinued operations, net of tax — ( 5,456 ) — 53,743 Less: net income from discontinued operations attributable to noncontrolling interest, net of tax — — — 2,192 Net (loss) income from discontinued operations attributable to stockholders of Advantage Solutions Inc. $ — $ ( 5,456 ) $ — $ 51,551 Denominator: Weighted average common shares outstanding 325,921,176 321,080,571 323,988,621 321,774,115 Performance stock units 3,727,256 — — — Restricted stock units 9,880,861 — — — Employee stock purchase plan and stock options 317,904 — — — Weighted average common shares - diluted 339,847,197 321,080,571 323,988,621 321,774,115 Diluted income (loss) per common share from continuing operations $ 0.06 $ ( 0.12 ) $ ( 0.20 ) $ ( 0.62 ) Diluted (loss) income per common share from discontinued operations $ — $ ( 0.02 ) $ — $ 0.17 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 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. 12. 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 20 . 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. 21